Sansaboo/maud huggingface dataset:
Conditions of the Offer Notwithstanding any other term of the Offer or this Agreement and in addition to (and not in limitation of) Merger Subsidiary’s right to extend and  amend  the  Offer  pursuant  to  the  provisions  of  the Agreement,  Parent  shall  not  be  required  to  accept  for  payment  or,  subject  to  any  applicable  rules  and regulations  of  the  SEC,  including  Rule  14e-l(c)  under  the  1934  Act  (relating  to  Parent’s  obligation  to  pay  for  or  return  tendered  Shares  promptly  after  the termination  or  withdrawal  of  the  Offer),  to  pay  for  any  Shares  validly  tendered  and  not  validly  withdrawn  in  the  Offer,  unless,  immediately  prior  to  the  then applicable Offer Expiration Time: <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects as of the date of this Agreement and as of the consummation of the Offer, as if made at such time, except to the extent such representation or warranty expressly relates to a specific date (in which case on and as of such specific date), other than, in the case of clause (iii), for such failures to be true and correct that, individually or in the aggregate, would not have a Material Adverse Effect (it being understood that for this purpose all references to the term “Material Adverse Effect” and other qualifications based on the word “material,” set forth in any such representations and warranties shall be disregarded). Solely for purposes of clause (i)(x) of this paragraph (d), if one or more inaccuracies in the sections referred to in clause (i) of this paragraph (d) would cause the Aggregate Consideration to increase by $25,000,000 or more, such inaccuracy or inaccuracies will not be considered de minimis; (Page 45)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee
Conditions of the Offer <omitted> (iii) each of the other representations and warranties of the Company set forth in the Merger Agreement shall be true and correct in all respects as of the date of this Agreement and as of the consummation of the Offer, (Page 45)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee
Section 6.3 Conditions to Obligations of Realty Income. The obligation of Realty Income to effect the Merger is subject to the satisfaction of the following conditions unless waived by Realty Income in writing:  (a) Representations and Warranties . <omitted>
(iii) the other representations and warranties of VEREIT set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iii), where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or VEREIT Material Adverse Effect) has not had, and would not reasonably be expected to have, individually or in the aggregate, a VEREIT Material Adverse Effect. (Page 39)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other
Section 6.3 Conditions to Obligations of Realty Income. <omitted>
(iii) the other representations and warranties of VEREIT set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 39)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Opinion of Financial Advisor, Other
SECTION 7.02. Conditions to Obligations of Parent and Sub. The obligations of Parent and Sub to effect the Merger are further subject to the following conditions:(a)               Representations and Warranties. <omitted> (ii) each of the other representations and warranties (excluding those representations and warranties specified in the preceding clause (i) of this Section 7.02(a)) of the Company in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent any such other representations and warranties expressly relate to an earlier date (in which case such other representations and warranties shall be true and correct on and as of such earlier date), in each case determined without regard to qualifications as to materiality or Company Material Adverse Effect, unless, for purposes of this clause (ii), the failure of any such other representations and warranties to be so true and correct has not resulted in, and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect. (Page 72)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Takeover Statutes, Other
SECTION 7.02. Conditions to Obligations of Parent and Sub. <omitted> (ii) each of the other representations and warranties <omitted> of the Company in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date (Page 72)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, Brokers' Fee, Takeover Statutes, Other
Section 6.3 Conditions to Obligations of Parent. The obligation of Parent to effect the Merger is subject to the satisfaction or waiver by Parent in writing, at or prior to the Closing, of the following additional conditions: <omitted> (a) Company Representations and Warranties. <omitted> (iv) the other representations and warranties of the Company set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (Page 83)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Approval, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor, Other
Section 6.3 Conditions to Obligations of Parent. <omitted> the other representations and warranties of the Company set forth in this Agreement shall be true and correct <omitted> as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 83)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Approval, Organization, Subsidiaries, No MAE, Brokers' Fee, Takeover Statutes, Rights Agreement, Opinion of Financial Advisor, Other
Section 6.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent at or prior to the Closing of the following additional conditions:
 
 (a) the representations and warranties of the Company (i) contained in Section 3.2(a) shall be true and correct in all respects (other than de minimis inaccuracies) both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date), (ii) contained in Section 3.2(b), Section 3.2(c), Section 3.2(d), Section 3.3, Section 3.4 and Section 3.26 (together with Section 3.2(a), the “Company Fundamental Representations”) shall be true and correct in all material respects, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date) and (iii) contained in this Agreement (other than the Company Fundamental Representations), shall be true and correct, without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect; (Page 34)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, Brokers' Fee
Section 6.2 Conditions to Obligations of Parent and Merger Sub to Effect the Merger. <omitted>
 
 (a) the representations and warranties of the Company <omitted> (iii) contained in this Agreement (other than the Company Fundamental Representations), shall be true and correct <omitted> both as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (Page 34)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Subsidiaries, Brokers' Fee
Section 6.2    Additional Conditions to Central’s and Merger Sub’s Obligations. The respective obligations of Central and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by Law, the waiver by Central and Merger Sub on or prior to the Effective Time of each of the following conditions: <omitted> (b)    The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) as of the date of this Agreement and as of the Closing Date, as if made as of such date (except to the extent expressly made as of an earlier date, in which case as of such date), except (in the case of this clause (iii)) where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “East Material Adverse Effect” set forth in any individual such representation or warranty) would not reasonably be expected to have, individually or in the aggregate, an East Material Adverse Effect; (Page 94)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE
Section 6.2    Additional Conditions to Central’s and Merger Sub’s Obligations. <omitted> (b)    The representations and warranties of East contained <omitted> (iii) in this Agreement (other than the representations and warranties of East set forth in the first sentence of Section 2.1(a), Section 2.1(c), Section 2.2, Section 2.4 and Section 2.8(b)) shall be true and correct <omitted> as of the date of this Agreement and as of the Closing Date (Page 94)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Subsidiaries, No MAE
5.2 Additional Conditions Precedent to Parent’s Obligations. The obligation of Parent to cause the Merger to be effected and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver by Parent, as of the Closing, of each of the following conditions: (a) Accuracy of Representations. <omitted> (iii) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties referred to in the foregoing clauses (i) and (ii)) shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and accurate as of such particular date or period of time), except as, individually or in the aggregate has not constituted or resulted in or would not reasonably be expected to constitute or result in, a Company Material Adverse Effect; provided, however, that, in the case of this clause (iii), for purposes of determining the accuracy of such representations and warranties, all materiality, “Company Material Adverse Effect” and similar qualifications set forth in such representations and warranties shall be disregarded. (Page 83)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement
5.2 Additional Conditions Precedent to Parent’s Obligations. <omitted> (iii) the representations and warranties of the Company set forth in this Agreement <omitted> shall have been true and accurate in all respects at and as of the date hereof and shall be true and accurate in all respects at and as of the Closing Date as if made at and as of such time (Page 83)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Subsidiaries
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, Brokers' Fee, Takeover Statutes, Rights Agreement
2.1       Due Organization and Good Standing; Subsidiaries. <omitted> 
2.3       Capitalization. <omitted> ( d )       Except as set forth in Section 2.3(c), there are no: <omitted> (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which the Company or any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or other equity interest or any other securities. <omitted>
2.4             Authority;  Binding  Nature  of Agreement. <omitted> This Agreement has been duly executed and delivered on behalf of the Company and, assuming the due authorization, execution and delivery of this Agreement on behalf of Parent and Acquisition Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms <omitted>
2.5       Vote Required. <omitted> 
2.6       Non-Contravention; Consents. <omitted> 
2.20  Tax <omitted>
2.21     Takeover Statutes. <omitted> 
2.24     Brokers. <omitted>
5.2       Additional Conditions Precedent to Parent’s Obligations . <omitted> (i) The representations and warranties of the Company contained in Section 2.3 (other than Section 2.3(f)) shall have been true and accurate, other than de minimis inaccuracies <omitted> (ii) the representations and warranties of the Company contained in Section 2.1(a), Section 2.3(f), Section 2.4, Section 2.5, Section 2.6(a)(i), Section 2.20, Section 2.21 and Section 2.24 shall have been true and accurate in all material respects (Page 83)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Takeover Statutes
Answer: Tax
Section 3.1    Qualification, Organization, Subsidiaries. <omitted> Section 3.2    Capitalization. <omitted> Section 3.3    Corporate Authority Relative to This Agreement; Consents and Approvals; No Violation. <omitted> This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and each Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms <omitted> (b) The Company Board at a duly called and held meeting has unanimously <omitted> (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby <omitted> Section 3.26    Finders or Brokers. <omitted> 

Section 6.3    Conditions to Obligations of Parent and Merger Subs to Effect the Mergers. The obligations of Parent and each Merger Sub to effect the Mergers are further subject to the satisfaction (or waiver by Parent to the extent permitted by applicable Law) of the following conditions: 

(a)    (i) The representations and warranties of the Company set forth in Section 3.2(a) (other than the last sentence thereof) and Section 3.12(a) shall be true and correct, at and as of the date of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), in each case, except for de minimis inaccuracies; (ii) the representations and warranties of the Company set forth in the first sentence of Section 3.1(a), Section 3.2(b), Section 3.3(a), Section 3.3(b) and Section 3.26 shall be true and correct in all material respects, at and as of the date of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); (iii) the representations and warranties of the Company set forth in Article 3 that are qualified by a “Company Material Adverse Effect” qualification shall be true and correct in all respects as so qualified at and as of the Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (iv) the other representations and warranties of the Company set forth in Article 3 shall be true and correct at and as of the date of this Agreement and at and as of Closing, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except with respect to this clause (iv) where the failure of such representations and warranties to be so true and correct would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (Pages 91-92)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Takeover Statutes
Answer: Capitalization-Other, Authority, Approval, Enforceability, Organization, No MAE, Brokers' Fee
Section 3.3    Authorization; Enforceability <omitted> The  execution  and  delivery  of  this Agreement  and  the  consummation  of  the  transactions contemplated  hereby have  been  duly  and  validly  authorized  by  the  Company  Board. <omitted> The execution, delivery and performance of this Agreement by the Company, and the consummation by it of its obligations under this Agreement,  have been authorized by all necessary corporate action, subject to the Company Shareholder Approval, and, subject to the receipt of the Requisite Regulatory Approvals and assuming the due authorization, execution and delivery of this Agreement by Nicolet, this Agreement constitutes a legal, valid and binding obligation of the Company  enforceable  in  accordance  with  its  terms,  except  as  such enforcement  may  be  limited  by  bankruptcy,  insolvency,  reorganization  or other  Legal Requirements affecting creditors’ rights generally and subject to general principles of equity. <omitted>
Section 3.5    Capitalization <omitted>

Section 8.1    Accuracy of Representations and Warranties. For purposes of this Section 8.1, the accuracy of the representations and warranties of the Company set forth in this Agreement shall be assessed as of the date of this Agreement and as of the Closing Date (or such other date(s) as specified, to the extent any representation or warranty speaks as of a specific date). The representations and warranties set forth in Section 3.3 and Section 3.5(a) shall be true and correct (except for inaccuracies which are de minimis in amount and effect). There shall not exist inaccuracies in the representations and warranties of the Company set forth in this Agreement (including the representations set forth in Section 3.3 and Section 3.5(a)) such that the aggregate effect of such inaccuracies has, or is reasonably likely to have, a Material Adverse Effect on the Company; provided that, for purposes of this sentence only, those representations and warranties which are qualified by references to “material” or “Material Adverse Effect” or to the “Knowledge” of any Person shall be deemed not to include such qualifications. (Pages 51-52)

Question: Accuracy of Fundamental Target R&Ws-Types of R&Ws
Subquestion: Takeover Statutes
Answer: Authority, Approval, Enforceability