{"masked_sentences": ["10. <mask>:\nSubject to Section \u00a018, any past, present, or future dispute or other controversy (hereafter a \u201c Dispute \u201d) arising under or in connection with Executive\u2019s employment with the Company or any Affiliate, or the termination thereof, and/or the Agreement, whether in contract, in tort, statutory or otherwise, and including both claims brought by Executive and claims brought against Executive, 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 Employment Arbitration Rules and Mediation Procedures of the AAA, this Section \u00a026 and, to the maximum extent applicable, the Federal Arbitration Act (provided that nothing herein shall require arbitration of a Dispute which, by law, cannot be the subject of a compulsory arbitration agreement). 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 Arbitration Rules and Mediation Procedures of the AAA. The Arbitrator may proceed to an award notwithstanding the failure of any party to participate in such proceedings. Except as set forth in Section\u00a018, above, the arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of this Agreement, including any dispute as to whether (i)\u00a0a particular claim is subject to arbitration hereunder, and/or (ii)\u00a0any part of this Section\u00a026 is void or voidable. The costs of the arbitration and arbitrator fees shall be borne equally by the parties, and each party shall bear its own legal costs and related expenses in connection with any arbitration. However, if Executive is the prevailing party in any final and binding arbitral award on a material issue in the arbitration proceeding, the Company shall reimburse Executive for Executive\u2019s reasonable attorney\u2019s fees incurred in connection with the arbitration."], "obj_label": "Arbitration", "id": "05839de7-d237-4cad-8207-5a0e29409759", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as provided in subsection (b) below, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by binding arbitration in the City of Indianapolis, Indiana, in accordance with the laws of the State of Indiana by three arbitrators, one of whom shall be appointed by the Company, one by Executive, and the third of whom shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the third arbitrator shall be appointed by the Chief Judge of the United States District Court for the Southern District of Indiana. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of arbitrators, which shall be as provided in this Section. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All reasonable costs and expenses (including fees and disbursements of counsel) incurred by Executive pursuant to this Section 14 shall be paid on behalf of or reimbursed to Executive promptly by the Company; provided, however, that in the event the Company prevails in such proceedings, Executive shall immediately repay all such amounts to the Company."], "obj_label": "Arbitration", "id": "271c393b-bacc-42ee-908c-e5c2d2c1ed65", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as provided otherwise in Section 5.5, if any controversy, claim or dispute arises out of or in any way relates to this Agreement, the alleged breach thereof, Executive\u2019s employment with the Company or termination therefrom, including without limitation, any and all claims for employment discrimination or harassment, civil tort and any other employment laws, excepting only claims which may not, by statute, be arbitrated, both Executive and the Company (and its directors, officers, employees or agents) agree to submit any such dispute exclusively to binding arbitration. Both Executive and the Company acknowledge that they are relinquishing their right to a jury trial in civil court. Executive and the Company agree that arbitration is the exclusive remedy for all disputes arising out of or related to Executive\u2019s employment with the Company."], "obj_label": "Arbitration", "id": "18578b86-6ae1-4b88-945f-350eade94d12", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEXCEPT AS PROHIBITED BY LAW, THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, EMPLOYEE\u2019S EMPLOYMENT WITH THE COMPANY OR THE TERMS THEREOF, OR ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION UNDER THE FEDERAL ARBITRATION ACT (THE \u201cFAA\u201d) AND THAT THE FAA SHALL GOVERN AND APPLY TO THIS ARBITRATION AGREEMENT WITH FULL FORCE AND EFFECT; HOWEVER, WITHOUT LIMITING ANY PROVISIONS OF THE FAA, A MOTION OR PETITION OR ACTION TO COMPEL ARBITRATION MAY ALSO BE BROUGHT IN STATE COURT UNDER THE PROCEDURAL PROVISIONS OF SUCH STATE\u2019S LAWS RELATING TO MOTIONS OR PETITIONS OR ACTIONS TO COMPEL ARBITRATION. EMPLOYEE AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EMPLOYEE MAY BRING ANY SUCH ARBITRATION PROCEEDING ONLY IN EMPLOYEE\u2019S INDIVIDUAL CAPACITY. ANY ARBITRATION WILL OCCUR IN SAN MATEO COUNTY, BEFORE JAMS, PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (\u201cJAMS RULES\u201d), EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION. THE PARTIES AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, APPLYING THE STANDARDS SET FORTH UNDER THE CALIFORNIA CODE OF CIVIL PROCEDURE. THE PARTIES AGREE that the arbitrator shall issue a written decision on the merits. THE PARTIES ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR MAY AWARD ATTORNEYS\u2019 FEES AND COSTS TO THE PREVAILING PARTY, WHERE PERMITTED BY APPLICABLE LAW. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR MAY AWARD ATTORNEYS\u2019 FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS SECTION CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, INCLUDING, BUT NOT LIMITED TO THE ARBITRATION SECTION OF THE CONFIDENTIALITY AGREEMENT, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT IN THIS SECTION 18 SHALL GOVERN."], "obj_label": "Arbitration", "id": "8791d03d-1210-4547-a7ee-91a88c2d5350", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWith the exception of the Company\u2019s right to seek injunctive relief in a court of competent jurisdiction to enforce Article V, any dispute or controversy arising out of or relating to this Agreement or Executive\u2019s performance thereunder shall be exclusively settled by arbitration before a single arbitrator to be held in Florida in accordance with the rules then in effect of the American Arbitration Association to the maximum extent permitted by applicable law. The decision of the arbitrator shall be final, conclusive and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator\u2019s decision in any court having jurisdiction. The Company and the Executive shall separately pay their own counsel fees and expenses. The arbitrator shall apply the laws of the State of Florida with respect to interpretation, construction or enforcement of this Agreement without giving effect to the principles of conflicts of law."], "obj_label": "Arbitration", "id": "88d2f31e-877e-4eed-96ff-ca4aafa386ad", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties agree if any controversy or claim shall arise out of this Agreement or the breach hereof (other than claims (a) for equitable relief, including specific performance, injunctive relief or temporary restraining orders or (b) enforcing this Section 17 or an arbitration award granted in accordance herewith), and either party shall request that the matter be settled by arbitration the matter shall be settled exclusively by final and binding arbitration before JAMS (or its successor pursuant to the United States Arbitration Act, 9 U.S.C. Section 1 et seq.) in accordance with the provisions of JAMS\u2019 Streamlined Arbitration Rules and Procedures in effect at such time, by a single arbitrator, if the parties shall agree upon one, or by one arbitrator appointee by each party and a third arbitrator appointed by the other arbitrators. In case of any failure of a party to make an appointment referred to above within two (2) weeks after written notice of controversy, such appointment shall be made by JAMS. All arbitration proceedings shall be held in the City of Los Angeles, and each party agrees to comply in all respects with any award made in such proceeding and to the entry of a judgment in any jurisdiction upon any award rendered in such proceeding."], "obj_label": "Arbitration", "id": "5154c27c-e1a0-4dae-b8ba-fab32e05681d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny dispute, controversy or claim between Employee and any Company Party arising out of or relating to this Agreement or Employee\u2019s employment with the Company will be finally resolved by arbitration in Houston, Texas in accordance with the then-existing American Arbitration Association (\u201c AAA \u201d) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. The Parties further agree that all disputes shall be arbitrated on an individual basis, and they forego and waive any right to arbitrate any dispute as a class action or collective action or on consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. This Section 10 does not preclude Employee from filing a charge or complaint with a federal, state or other governmental administrative agency. Any arbitration conducted under this Section 10 shall be heard by a single arbitrator (the \u201c Arbitrator \u201d) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the Parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. Notwithstanding any other provision in this Section 10 , either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce Section 8 (including any of the provisions of Article 2 the Employment Agreement referenced therein); provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 10 . By entering into this Agreement and entering into the arbitration provisions of this Section 10 , THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. Nothing in this Section 10 shall prohibit a party to this Agreement from instituting litigation to enforce any arbitration award. This Section 10 shall be enforceable pursuant to the Federal Arbitration Act, 9 U.S.C. \u00a7 1 et seq."], "obj_label": "Arbitration", "id": "afd812a1-a527-482a-a577-8af16a4e398d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny dispute or controversy arising out of or relating to this Agreement shall be settled exclusively by arbitration in Charlotte, North Carolina, in accordance with the terms of Sonic\u2019s standard arbitration agreement for employment-related disputes. Nothing in this Section\u00a016 shall preclude any party from applying to a court of competent jurisdiction for, and obtaining if warranted, preliminary or ancillary relief pending the conduct of such arbitration, or an order to compel the arbitration provided for herein."], "obj_label": "Arbitration", "id": "50b8eda6-39e3-4f28-808f-e65b09b296ae", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided for in this Agreement and in Exhibit B to this Agreement (which constitutes a material provision of this Agreement), any controversy, dispute or claim directly or indirectly arising out of or relating to this Agreement, or the breach thereof, or arising out of or relating to the employment of Employee, or the termination thereof, shall be resolved by binding arbitration pursuant to Exhibit B."], "obj_label": "Arbitration", "id": "b73e2189-6f4c-4f70-bfe1-7977f5d028b6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny disputes, claims, or controversies arising out of or relating to this Note, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Note 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 Note may, without waiving any remedy under this Note, 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 Borrower, including but not limited to the Holder\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 possible 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 Holder\u2019s exercise of remedies under the Uniform Commercial Code."], "obj_label": "Arbitration", "id": "ed496865-944e-4b93-aa9b-ba0eb37e50d2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept to the extent provided in paragraph\u00a07(d), any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration. The arbitration shall be held in Dallas, Texas and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Expedited Employment Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration, and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both Parent and Employee. If the parties cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators."], "obj_label": "Arbitration", "id": "2ad1bd15-c609-4eef-8f8b-6ff5db3c75f4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf the Infringement Claim is not resolved during the meet and confer process, the Asserting Party may then provide written notice to the Defending Party and the Judicial Arbitration and Mediation Services, Inc. ( \u201cJAMS\u201d ) within five (5) calendar days after completion of the meet and confer period that it is initiating arbitration proceedings to adjudicate the Infringement Claim ( \u201cNew Product Arbitration Notice\u201d ) . The Defending Party may elect to defend against the Infringement Claim on the basis of any defenses that would be available in U.S. District Court ( \u201cInfringement Defense\u201d ) and/or on the basis that the infringement assertion is entirely directed to Supplier Functionality ( \u201cSupplier Defense\u201d ). For avoidance of doubt, the Defending Party may assert both an Infringement Defense and a Supplier Defense, and in such case the provisions referring to Infringement Defense and Supplier Defense will both apply. The Parties will meet and confer to seek to mutually agree on an arbitrator from JAMS within ten (10) calendar days of the New Product Arbitration Notice. If the Parties cannot reach an agreement on an arbitrator within this timeframe, the Parties hereby consent to appointment of an arbitrator by JAMS according to its appointment procedures. The arbitration will proceed in accordance with JAMS Comprehensive Arbitration Rules as modified herein. In the case of an Infringement Defense, the arbitration shall provide for discovery of information relevant to the Infringement Claim, the construction of the patent claims and validity of the patent. In the case of a Supplier Defense, the arbitration shall provide for discovery of information relevant to establishing whether the Infringement Claim is directed exclusively to Supplier Functionality. Within two (2) days of the arbitrator being selected, the Parties will exchange via electronic mail the names of individuals with relevant knowledge of the underlying dispute. Within three (3) calendar days of such exchange, the arbitrator will determine the scope and extent of fact and expert discovery after considering oral argument from both Parties. In either case, the arbitration shall provide for written briefing and a hearing within one hundred (100) calendar days of the New Product Arbitration Notice. Within fifteen (15) calendar days of the hearing, the arbitrator will render a preliminary determination (the \u201cPD\u201d ) of the Infringement Claim. In the case of an Infringement Defense, the PD will include a determination as to validity and infringement of the patent. In the case of a Supplier Defense, the PD will include a determination as to whether the Infringement Claim is entirely directed to Supplier Functionality. The arbitrator shall issue a final arbitration decision ( \u201cFAD\u201d ) within fifteen (15) calendar days of the PD. Prior to the FAD, the Parties may provide information to each other and the arbitrator relevant to the PD, or if the PD finds infringement, the Defending Party may elect by providing written notice to the Asserting Party and the arbitrator, to end the arbitration and proceed to modification in accordance with Section 3.2(c). For the sake of clarity, if the Defending Party proceeds to successful modification in accordance with Section 3.2(c) in response to the PD and before issuance of a FAD, the Three Year Stand Down and Dispute Resolution Process will remain in effect."], "obj_label": "Arbitration", "id": "00a361e4-5fa9-4784-a9f7-5717eb757c93", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny controversy, claim, cause of action, in law or equity, or dispute involving the parties (or their affiliated persons or entities) directly or indirectly concerning this Agreement, Executive\u2019s employment by the Company or cessation thereof, and/or the subject matter thereof, including its enforcement, performance, breach, or interpretation, shall be resolved solely and exclusively by final and binding arbitration held in Santa Cruz, California by one (1) arbitrator in accordance with the rules of employment arbitration then followed by JAMS or any successor to the functions thereof. The arbitrator shall apply California law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or award of the arbitrator shall be final, conclusive and binding on the parties to this Agreement, and there shall be no appeal therefrom other than from gross negligence or willful misconduct. Notwithstanding the foregoing, claims regarding worker\u2019s compensation and unemployment compensation benefits shall not be subject to arbitration under this Agreement. Each party in any such arbitration shall be responsible for its own attorneys\u2019 fees, costs and necessary disbursements; provided, however, that if one party refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover its reasonable attorneys\u2019 fees, costs and necessary disbursements. Notwithstanding the forgoing, the Company shall pay the arbitrator\u2019s fees."], "obj_label": "Arbitration", "id": "e0eb47fe-49bf-4eef-905d-036ae38c8bae", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties acknowledge and agree that any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or arising out of or relating in any way to Executive\u2019s employment or termination of employment with the Company, including, without limiting the generality of the foregoing, any alleged violation of statute, common law or public policy, shall be submitted to and be subject to final and binding arbitration as provided in Section 19 of the Employment Agreement; provided, however, that either the Company or Executive may seek provisional injunctive relief to ensure that the relief sought in arbitration is not rendered ineffectual by interim harm pending the arbitration. Notwithstanding the foregoing, either party shall be entitled to injunctive or other equitable relief to prevent a breach of the Confidentiality Agreement, or a breach of Section 8, 9, 10, or 11 of this Agreement. By executing this agreement, the Company and Executive are waiving their respective rights to a jury trial."], "obj_label": "Arbitration", "id": "7e941e2e-d688-415a-9132-d63a1787bfaa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator.\u00a0 Such arbitration process shall take place within the Nashville, Tennessee metropolitan area.\u00a0 The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator\u2019s reasoning.\u00a0 Judgment upon the award rendered may be entered in any court having jurisdiction thereof.\u00a0 Each party shall bear its own legal fees and expenses, unless otherwise determined by the arbitrator."], "obj_label": "Arbitration", "id": "221ed6d4-b100-44e2-8342-951a37e23ae1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties agree that any dispute relating to this Agreement, or to the breach of this Agreement, arising between Executive and the Company shall be settled by confidential arbitration in accordance with the Federal Arbitration Act and the commercial arbitration rules of the American Arbitration Association (\u201cAAA\u201d), or any other mutually agreed upon arbitration service; provided, however, that temporary and preliminary injunctive relief to enforce the covenants contained in the Employment Agreement, and related expedited discovery, may be pursued in a court of law to provide temporary injunctive relief pending a final determination of all issues of final relief through arbitration.\u00a0\u00a0The arbitration proceeding, including the rendering of an award, shall take place in Houston, Texas, and shall be administered by the AAA (or any other mutually agreed upon arbitration service). There shall be three (3) arbitrators. Each party shall select one arbitrator and the two party-selected arbitrators shall agree on the selection of the third arbitrator. The parties shall each select their arbitrator within thirty (30) days of the notice of dispute, or if the parties cannot agree, in accordance with the commercial arbitration rules of the AAA (or any other mutually agreed upon arbitration service).\u00a0\u00a0All fees and expenses associated with the arbitration shall be paid by the Company during the arbitration, including the timely payment of all reasonable attorney\u2019s fees and costs of Executive within thirty (30) days of submission of invoice.\u00a0\u00a0The arbitrators shall not be authorized to create a cause of action or remedy not recognized by applicable state or federal law.\u00a0\u00a0The arbitrator shall be authorized to award final injunctive relief.\u00a0\u00a0The award of the arbitrators shall be final and binding upon the parties without appeal or review, except as permitted by the arbitration laws of the State of Texas.\u00a0\u00a0The award, inclusive of any and all injunctive relief provided for therein, shall be enforceable through a court of law upon motion of either party."], "obj_label": "Arbitration", "id": "49a576fb-76db-4147-b47f-502bbd77c6eb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll appeals from determinations by the EB Committee as described in paragraph (b) above, and any Units Damages Dispute, shall be fully and finally settled by arbitration administered by the American Arbitration Association (\u201cAAA\u201d) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA\u2019s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from the date that the claim accrues, except where a longer limitations period is required by applicable law. However, a Participant\u2019s failure to initiate arbitration within one year will in no way impair the Company\u2019s right, exercised at its discretion, to compel arbitration or the enforceability of the waiver in paragraph 25(c)(ii). Decisions about the applicability of the limitations period contained herein shall be made by the arbitrator. A copy of the AAA\u2019s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be held at the office of the AAA nearest the place of the Participant\u2019s most recent employment by the Company or a Related Company, unless the parties agree in writing to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant\u2019s obligations and restrictions set forth in Exhibits A and B to this Agreement, may also be raised in such arbitration proceedings."], "obj_label": "Arbitration", "id": "d6e8b458-bef3-4156-869d-b44cb8d33d60", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination thereof, shall (subject to Section 1.10(c) and Section 1.11(e) ) be finally settled by binding arbitration in New Castle County in the State of Delaware in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute."], "obj_label": "Arbitration", "id": "6b3d5dd4-0023-40d7-a7b8-570494f14400", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to, and in accordance with the provisions of Article 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Notice of Restricted Stock Grant shall be settled by binding arbitration before a single arbitrator in the State of Delaware and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Plan, this Agreement and the Notice of Restricted Stock Grant, provided that all substantive questions of law shall be determined in accordance with the state and federal laws applicable in the State of Delaware, without regard to internal principles relating to conflict of laws."], "obj_label": "Arbitration", "id": "2ec8c148-8a08-403f-ae62-b412e022e496", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Agreement or its breach or interpretation (each, a \u201cDispute\u201d). For purposes of this negotiation, the Company shall be represented by one or more of its directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, either party may initiate a confidential, binding arbitration to resolve the Dispute. All such Disputes shall be arbitrated in Chicago, Illinois pursuant to the arbitration rules of J.A.M.S. Endispute before a single arbitrator. If, at the time of any Dispute, J.A.M.S. Endispute has ceased to exist, all such Disputes shall be arbitrated in Chicago, Illinois pursuant to the arbitration rules of the American Arbitration Association before a single arbitrator.) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction, and both parties consent and submit to the jurisdiction of such court for purposes of such action. Nothing in this Agreement shall preclude either party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines, which would otherwise be applicable in any action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for those purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision."], "obj_label": "Arbitration", "id": "f032a424-16e7-4626-88e7-546a669cc2d0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive 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, shall be subject to arbitration in accordance with the arbitration provisions of the Confidential Information Agreement."], "obj_label": "Arbitration", "id": "de37fd02-e465-453f-ae86-c9b45e4e56b4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties agree that any and all disputes arising out of the terms of this Agreement, Executive\u2019s employment by the Company, Executive\u2019s service as an officer or director of the Company, or Executive\u2019s compensation and benefits, their interpretation and any of the matters herein released, will be subject to binding arbitration in accordance with the terms of section 12 of the Confidential Information Agreement hereto attached. The Parties further agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to Executive\u2019s obligations under this Agreement and the Confidential Information Agreement."], "obj_label": "Arbitration", "id": "c8b10ac3-6043-4a4c-9508-d1a59865b507", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny and all controversies, claims, or disputes with anyone under this Agreement (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 employment with the Company, shall be subject and be fully and finally resolved by binding arbitration, (ii)\u00a0you hereby are waiving any and all rights to a jury trial but all other court remedies will be available in arbitration, (iii)\u00a0all such disputes and claims shall be resolved by a neutral arbitrator who shall issue a written opinion, (iv)\u00a0the arbitration shall provide for adequate discovery, and (v)\u00a0the Company shall pay all the arbitration fees, except an amount equal to the filing fees you would have paid had you filed a complaint in a court of law."], "obj_label": "Arbitration", "id": "ce6ab30c-d19d-4485-805f-b38a199d9f02", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as provided in Paragraph 12(a) and (b) hereof, in the event of any dispute between any of the Released Parties and Executive relating to Executive\u2019s employment with or separation from employment with Comerica, the terms of and the parties\u2019 entry into this Agreement and/or breach of this Agreement, Executive and Comerica agree to submit the dispute, including any claims of discrimination under federal, state or local law by Executive, to final and binding arbitration pursuant to the provisions of Michigan statutory law and/or the Federal Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration shall be conducted by the National Center for Dispute Settlement or a similar organization mutually agreed to by the parties. The arbitration shall be before a single, neutral arbitrator selected by the parties."], "obj_label": "Arbitration", "id": "1a21f004-b52b-43aa-a009-51ae7adf420b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties agree that any dispute or controversy arising out of or relating to this Agreement or the interpretation thereof, shall be settled by arbitration in accordance with the rules, then in effect, of NFA or, if NFA shall refuse jurisdiction, then in accordance with the rules, then in effect, of the American Arbitration Association; provided, however, that the power of the arbitrator shall be limited to interpreting this Agreement as written and the arbitrator shall state in writing his reasons for his award, and further provided, that any such arbitration shall occur within the Borough of Manhattan in New York City. Judgment upon any award made by the arbitrator may be entered in any court of competent jurisdiction."], "obj_label": "Arbitration", "id": "d1db6307-09b6-4c4c-a73f-82ff8566e371", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement, the matter shall be determined by arbitration, which shall take place in Orange County, California, under the rules of the American Arbitration Association. The arbitrator shall be a retired Superior Court judge mutually agreeable to the parties and if the parties cannot agree such person shall be chosen in accordance with the rules of the American Arbitration Association. The arbitrator shall be bound by applicable legal precedent in reaching his or her decision. Any judgment upon such award may be entered in any court having jurisdiction thereof. Any decision or award of such arbitrator shall be final and binding upon the parties and shall not be appealable. The parties hereby consent to the jurisdiction of such arbitrator and of any court having jurisdiction to enter judgment upon and enforce any action taken by such arbitrator. The fees payable to the American Arbitration Association and the arbitrator shall be paid by the Company."], "obj_label": "Arbitration", "id": "eb617a83-2716-41c4-874c-286e171ea203", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf, after such good faith participation in such mediation process set forth in Section 1 1 .6 (b) , the Parties cannot resolve such dispute, such dispute shall be finally resolved by binding arbitration in accordance with the CPR Rules for Administered Arbitration by three arbitrators, of whom each of Gevo and Praj shall designate one, with the third arbitrator to be designated by the two Party-appointed arbitrators. 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 arbitrators may be entered by any court having jurisdiction thereof. The place of the arbitration shall be New York, New York."], "obj_label": "Arbitration", "id": "8cbc4d42-35cd-4070-8d2b-0fefb19f53a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE PARTIES ACKNOWLEDGE AND AGREE THAT EACH PURCHASER, MERCHANT, AND ANY GUARANTOR SHALL HAVE THE RIGHT TO REQUEST THAT ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT ARE SUBMITTED TO ARBITRATION. THE PARTY SEEKING ARBITRATION SHALL FIRST SEND A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES, BY CERTIFIED MAIL. UPON SENDING OF SUCH NOTICE, A PARTY REQUESTING ARBITRATION MAY COMMENCE AN ARBITRATION PROCEEDING WITH THE AMERICAN ARBITRATION ASSOCIATION (\u201cAAA\u201d) OR NATIONAL ARBITRATION FORUM (\u201cNAF\u201d). EACH MERCHANT, GUARANTOR AND PURCHASER SHALL PAY THEIR OWN ATTORNEYS\u2019 FEES INCURRED DURING THE ARBITRATION PROCEEDING. THE PARTY INITIATING THE ARBITRATION SHALL PAY ANY ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR\u2019S FEE."], "obj_label": "Arbitration", "id": "be0ae1fa-bb9f-417d-a17c-d4df31334af0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn consideration of Executive\u2019s employment with the Company, its 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)\u00a0arising out of, relating to, or resulting from Executive\u2019s employment with the Company or termination thereof, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules\u00a0set forth in California Code of Civil Procedure Section\u00a01280 through 1294.2, including Section\u00a01281.8 (the \u201c Act \u201d), and pursuant to California law.\u00a0 The Federal Arbitration Act will also apply with full force and effect, notwithstanding the application of procedural rules\u00a0set forth under the Act."], "obj_label": "Arbitration", "id": "acefe1e8-1cd2-4c12-892b-b746ae731d54", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties agree that any dispute or controversy arising out of or relating to this Agreement or the interpretation thereof, shall be settled by arbitration in accordance with the rules, then in effect, of NFA or, if NFA shall refuse jurisdiction, then in accordance with the rules, then in effect, of the American Arbitration Association; provided , however , that the power of the arbitrator shall be limited to interpreting this Agreement as written and the arbitrator shall state in writing his reasons for his award, and further provided, that any such arbitration shall occur within the Borough of Manhattan in New York City.\u00a0 Judgment upon any award made by the arbitrator may be entered in any court of competent jurisdiction."], "obj_label": "Arbitration", "id": "1b560c5f-8a85-43c2-9357-29d1c6be7cac", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN ALAMEDA COUNTY, CALIFORNIA BEFORE JUDICIAL ARBITRATION\u00a0& MEDIATION SERVICES (\u201cJAMS\u201d), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES\u00a0& PROCEDURES (\u201cJAMS RULES\u201d). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS\u2019 FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN."], "obj_label": "Arbitration", "id": "e60be1fc-e5ef-4362-8048-0e16722dbb94", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny dispute or controversy arising under or in connection with this Agreement will be settled exclusively by arbitration in New York, New York, in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator\u2019s award in any court having jurisdiction. No party will be entitled to seek or be awarded punitive damages. All attorneys\u2019 fees and costs will be allocated or apportioned as agreed by the parties or, in the absence of an agreement, in such manner as the arbitrator or court will determine to be appropriate to reflect the final decision of the deciding body as compared to the initial positions in arbitration of each party. This Agreement will be construed in accordance with and governed by the laws of the State of New\u00a0York as they apply to contracts entered into and wholly to be performed within such State by residents thereof."], "obj_label": "Arbitration", "id": "a6c9d657-3621-41f8-b499-c15c23b9ae7d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny dispute or disagreement with respect to any portion of this Agreement or its validity, construction, meaning, performance, or Participant\u2019s rights hereunder shall be finally settled by binding confidential arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the \u201c AAA \u201d) then in effect and this Section 2.13. Any arbitration commenced by either party shall be held in Philadelphia, Pennsylvania.\u00a0\u00a0The decision of the arbitrator shall explain the basis for any award in reasonable detail and in writing.\u00a0\u00a0Any award of the arbitrator shall be final and binding, and shall not be appealable upon any grounds other than as permitted pursuant to the Federal Arbitration Act.\u00a0\u00a0The award, in the arbitrator\u2019s discretion, may include reasonable attorney\u2019s fees and costs.\u00a0\u00a0Judgment on the award may be entered, confirmed and enforced in any court of competent jurisdiction.\u00a0\u00a0The Participant and the Company acknowledge and agree than in connection with any such arbitration, the AAA filing fee, arbitrator\u2019s costs and related AAA administration expenses shall be borne by the Company."], "obj_label": "Arbitration", "id": "5bb4ab9f-0626-4b9e-a0a9-59ab9ae25008", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided herein (including Section\u00a09.4 ), any and all justiciable controversies, claims or disputes that the Executive may have against the Company and/or the Company may have against the Executive arising out of, relating to, or resulting from the Executive\u2019s employment with the Company, or the separation of the Executive\u2019s employment with the Company, including claims arising out of or related to this Agreement, shall be subject to mandatory arbitration (\u201c Mandatory Arbitration \u201d) as set forth herein. The mutual obligations by the Company and the Executive to arbitrate differences provide mutual consideration for this Mandatory Arbitration provision. Prior to commencing arbitration, if any such matter cannot be settled through negotiation, then the parties agree first to try in good faith to settle the dispute by mediation through a mediator selected by the mutual agreement of both parties. If any such matters cannot be resolved by mediation within thirty (30)\u00a0days of the Company or the Executive requesting mediation (or such longer period as to which the Executive and the Company agree in writing), they shall be finally resolved by final and binding arbitration. The parties shall select a neutral arbitrator and/or arbitration sponsoring organization by mutual agreement. If the parties are not able to mutually agree to an arbitrator and/or arbitration sponsoring organization, the arbitration will be held under the auspices of the American Arbitration Association (\u201c AAA \u201d), and except as otherwise provided in this Agreement, shall be in accordance with the then current Employment Arbitration Rules of the AAA, which may be found at www.adr.org or by using an internet search engine to locate. The arbitrator, and not any federal, state or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Mandatory Arbitration provision. Subject to remedies to which a party to the arbitration may be entitled under applicable law, each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. All arbitral awards shall be final and binding, and the arbitration will be conducted in the City of New York, New York, in accordance with the Federal Arbitration Act (9 U.S.C. \u00a7\u00a7 1 et seq.). A judgement of a court of competent jurisdiction shall be entered upon the award made pursuant to the arbitration."], "obj_label": "Arbitration", "id": "2f953f9c-eab2-4936-9d5d-debd2f3b3f86", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny dispute, controversy, claim or action of any kind arising out of, relating to, or in connection with this Agreement, or in any way involving Company and Investor or their respective Affiliates, including any issues of arbitrability, will be resolved solely by final and binding arbitration in English before a retired judge at JAMS, or its successor, in the Territory of the Virgin Islands, pursuant to the most expedited and Streamlined Arbitration Rules and Procedures available. Any interim or final award may be entered and enforced by any court of competent jurisdiction. The final award will include the prevailing party\u2019s reasonable arbitration, expert witness and attorney fees, costs and expenses. Notwithstanding the foregoing, Investor may in its sole discretion bring an action in aid of arbitration or for temporary, preliminary or provisional relief pending completion of arbitration."], "obj_label": "Arbitration", "id": "c5023827-8ea3-4a28-87b2-9365cb8f0bd4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny controversy, claim or dispute between the parties relating to this Agreement or the Award will be resolved by binding arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures (\u201c Rules \u201d) of the American Arbitration Association through a panel of three (3)\u00a0neutral arbitrators, selected in accordance with the Rules.\u00a0The arbitration award will be written and judgment thereon may be entered in any court having jurisdiction thereof.\u00a0Each party shall bear all of his or its own legal fees, and all administrative costs of the arbitration itself (including the arbitrators\u2019 fees) will be split evenly between the Company and you.\u00a0Any arbitration shall occur only in the State of Maryland.\u00a0You hereby acknowledge and agree that you are waiving your rights to a jury trial to determine any such controversy, claim or dispute."], "obj_label": "Arbitration", "id": "4a60759d-6b9b-4b39-8b22-e4254bf6b562", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, conducted before a panel of three arbitrators in a location selected by the Employee within 100 miles of such Employee's job location with the Bank, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction."], "obj_label": "Arbitration", "id": "1ed6b558-10e1-48d3-a176-3c2c18731ed3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to the provisions of Sections 13 and 14, any dispute, controversy or claim between the Executive and the Firm arising out of or relating to or concerning the provisions of this Agreement, any agreement between the Executive and the Firm relating to or arising out of the Executive\u2019s employment with the Firm or otherwise concerning any rights, obligations or other aspects of the Executive\u2019s employment relationship in respect of the Firm (\u201c Employment Related Matters \u201d), shall be finally settled by arbitration in New York City before, and in accordance with the rules then obtaining of, the Financial Industry Regulatory Authority (\u201c FINRA \u201d) or, if FINRA declines to arbitrate the matter, the American Arbitration Association (the \u201c AAA \u201d) in accordance with the commercial arbitration rules of the AAA. Prior to a Change in Control, each party shall bear its own costs and expenses of any such arbitration. Following a Change in Control, Lazard Group shall pay to the Executive, as incurred, all legal fees and expenses reasonably incurred by the Executive or with respect to the Executive during his lifetime or within ten years after his death in connection with any contest by Lazard Group, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including any action to compel arbitration or enforce any arbitration award or as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement, and whether or not any such contest is under this Section\u00a012 or Section\u00a013 of this Agreement or otherwise), plus Interest determined as of the date such legal fees and expenses were incurred; provided that, the Executive shall promptly repay to Lazard Group all such amounts if the Executive fails to prevail on at least one material issue in dispute in any such contest."], "obj_label": "Arbitration", "id": "758b47c5-21c5-4f61-a466-58e5e8ef637f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny controversy , claim or dispute arising out of or relating to this Agreement , shall be settled solely and exclusively by a binding arbitration process administered by JAMS in Somerset County , New Jersey . Such arbitration shall be conducted in accordance with the then\u00ad existing JAMS Rules of Practice and Procedure , before a sole arbitrator pursuant to its Streamlined Arbitration Rules and Procedures. The rules can be found at www.jamsadr.com/adr-rules \u00ad procedure s/ , or a copy will be provided upon request. T he arbitrator shall: (i) provide adequate discover y for the resolution of the dispute ; and (ii) issue a written arbitration decision , to include the arbitrator ' s essential findings and conclusions and a statement of the award . Except to the extent of filing fees Executive would incur were the matter to be litigated in court , the Company shall be responsible for the JAMS administrative fees and the arbitrator ' s fees and costs . The arbitrator shall award the prevailing Party attorneys ' fees and expert fees , if any. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive . All such controversies , claims or disputes shall be settled in this manner in lieu of any action at law or equity ; provided, however, that nothin g in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement or the Confidentiality Agreement. This dispute resolution process and any arbitration hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence , contents or results of such process without the prior written consent of all Parties , except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding . Executive and the Company understand that by agreement to arbitrate any claim pursuant to this Section 9, they will not have the right to have any claim decided by a jury or a court, but shall instead have any claim decided through arbitration. Executive and the Company waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by applicable law , the foregoing waiver includes the ability to assert claims as a plaintiff or class member in any purported class or representative proceeding."], "obj_label": "Arbitration", "id": "e9f72352-d169-43aa-88e9-a43d3ff2eb28", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of any dispute under the provisions of this Agreement other than a dispute in which the sole relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by arbitration in Montgomery County, Pennsylvania, in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before one arbitrator who shall be an executive officer or former executive officer of a publicly traded corporation, selected by the parties. Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. The Company shall be responsible for all of the fees of the American Arbitration Association and the arbitrator and any expenses relating to the conduct of the arbitration (including reasonable attorneys' fees and expenses)."], "obj_label": "Arbitration", "id": "62c678f3-3c20-4d16-962a-a6a709d42e7b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo party has the right to, directly or indirectly, in whole or in part, assign, delegate, convey or otherwise transfer, whether voluntarily, involuntarily or by operation of law, its rights and obligations under this agreement, except with the prior written approval of the other party or parties as applicable. Notwithstanding the foregoing, any party may assign, delegate, convey or otherwise transfer its own rights and obligations under this agreement without obtaining the prior written approval of any other party to a successor by merger, consolidation or similar business combination or to a purchaser in connection with the sale of all or substantially all of such party\u2019s assets.\u00a0\u00a0Any action prohibited by this Section 6.4 will be null and void."], "obj_label": "Assignments", "id": "f14f0bd1-97d2-4e30-b69b-089eea72d8c3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and legal representatives and permitted assigns. No Party shall assign its rights and obligations under this Agreement, without the prior written consent of the other Parties hereto, and any such assignment contrary to the terms hereof shall be null and void and of no force and effect; provided , however , that WST Seller and/or RETA Seller may collaterally assign, without the consent of Buyer, this Agreement or all or a portion of its rights, interests and obligations under this Agreement to Persons providing debt financing in connection with the Project."], "obj_label": "Assignments", "id": "d1aa4207-a603-42af-b158-2e6db77b627d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may assign this Agreement to any successor to all or substantially all of its assets, and in that case, a transfer of Executive\u2019s employment to the successor assuming this Agreement will not constitute a termination without Cause by the Company, whether or not Executive accepts such transfer. Executive\u2019s obligations under this Agreement are personal in nature and may not be assigned by Executive to another person."], "obj_label": "Assignments", "id": "1df36c25-6517-4c66-beb4-2dcd0532b98a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither Party may, without the consent of the other Party, assign or transfer any of its rights and obligations hereunder (other than the rights granted to Licensors under Section 3.4); provided that no such consent is required for such assignment or transfer by a Party (a)\u00a0to an Affiliate of such Party or (b)\u00a0to a successor-in-interest by reason of merger or consolidation or sale of all or substantially all of the assets of such Party; provided further that, with respect to an assignment or transfer by such Party in accordance with the prior provisos, (i) with respect to an assignment to a successor-in-interest, such assignment includes all rights and obligations under this Agreement, (ii) such successor-in-interest or Affiliate shall have agreed as of such assignment or transfer to be bound by the terms of this Agreement in a writing provided to the other Party, and (iii) where this Agreement is assigned or transferred to an Affiliate or successor-in-interest, such assigning Party remains responsible for the performance of this Agreement and such assigning Party shall guarantee the performance of its obligations hereunder by such assignee. Notwithstanding the foregoing, neither Licensor may assign or transfer any of its rights or obligations under Section 3.4 without the prior written consent of Hammock, such consent not to be unreasonably withheld, conditioned or delayed. In the event Hammock does not provide such consent, then all rights under Section 3.4 shall terminate. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the Parties\u2019 successors and permitted assigns. Any assignment or transfer in violation of the foregoing shall be null and void and wholly invalid, the assignee or transferee in any such assignment or transfer shall acquire no rights whatsoever, and the non-assigning, non-transferring Party shall not recognize, nor shall it be required to recognize, such assignment or transfer."], "obj_label": "Assignments", "id": "25fb53dd-7fbe-4174-a585-876303987233", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement, including any and all renewals, extensions, and amendments hereto, and all rights, title, and interests contained herein, shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and assigns, the assigns of all or any part of Processor\u2019s right, title, or interest in the Processor\u2019s Facilities, and the assigns of all or any part of Producer\u2019s Interests in the Dedicated Area, and each Party\u2019s respective obligations hereunder shall be covenants running with the lands underlying or included in any such assets. Neither Party shall Transfer 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, delayed, or conditioned; provided, however , that either Party may Transfer any of its rights or obligations under this Agreement to any Affiliate of such Party without the prior written consent of the other Party and that, in connection with a Transfer of all or any portion of the Dedicated Area, Producer shall Transfer its corresponding rights and obligations under this Agreement without the need for the prior written consent of Processor. Any Transfer of this Agreement shall expressly require that the assignee assume and agree to discharge the duties and obligations of its assignor under this Agreement, and the assignor shall be released from the duties and obligations arising under this Agreement which accrue after the effective date of such Transfer. Processor shall not Transfer its rights and interests in the Processor\u2019s Facilities, in whole or in part, unless the transferee of such interests agrees in writing to be bound by the terms and conditions of this Agreement. No Transfer of this Agreement or of any interest of either Party shall be binding on the other Party until such other Party has been notified in writing of such Transfer and furnished with reasonable evidence of same. No such Transfer of this Agreement or of any interests of either Party shall operate in any way to enlarge, alter, or modify any obligation of the other Party hereto. Any Person that succeeds by purchase, merger, or consolidation with a Party hereto shall be subject to the duties and obligations of its predecessor in interests under this Agreement."], "obj_label": "Assignments", "id": "12e7dd7f-fa47-4726-9c2e-8bccf6dfedd0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and Employee\u2019s rights under this Agreement are personal to Employee and shall not be assignable by Employee. The Company may, by written notice to Employee, assign this Agreement to any affiliated or successor to all or substantially all of the business and assets the Company and then only so long as such affiliate or successor assumes and agrees, in such form and substance as is reasonably satisfactory to Employee, to perform all of the Company\u2019s duties, responsibilities, obligations and liabilities hereunder, including without limitation upon the termination of the Employment Term; provided, however, the termination of Employee\u2019s employment hereunder by such affiliate or successor and the immediate hiring and continuation of Employee\u2019s employment by such affiliate or successor upon the identical terms and provisions of this Agreement shall not be deemed to constitute a termination of the Employment Term. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns."], "obj_label": "Assignments", "id": "7cfb71d2-7bb6-4b05-9c74-414bb5c7ad9c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as the Committee may otherwise permit pursuant to the Plan, during the period before the shares of Restricted Stock vest in accordance with Section\u00a02 (the \u201c Restriction Period \u201d), the non-vested shares of Restricted Stock may not be sold, assigned, encumbered, transferred, pledged or otherwise disposed of by the Participant. Any attempt by the Participant to assign, transfer, pledge or otherwise dispose of the shares of Restricted Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares of Restricted Stock, shall be null, void and without effect. The 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. This Agreement may be assigned by the Company without the Participant\u2019s consent."], "obj_label": "Assignments", "id": "07422b63-f0af-41eb-9461-033a2d2ced3f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges and agrees that the Company will have exclusive title and ownership rights in and to all Company Intellectual Property. To the extent that exclusive title and/or ownership rights may not originally vest in the Company as contemplated herein, Executive hereby irrevocably assigns, transfers, conveys and delivers to the Company all right, title and interest in and to any and all Company Intellectual Property. Executive acknowledges and agrees that, with respect to any Company Intellectual Property that may qualify as a Work Made For Hire as defined in 17 U.S.C. \u00a7 101 or other applicable law, such Company Intellectual Property is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to the copyright (or, in the event that any such Company Intellectual Property does not qualify as a Work Made for Hire, the copyright and all other rights thereto are hereby automatically and irrevocably assigned to the Company as above)."], "obj_label": "Assignments", "id": "4bd55981-3fe8-4717-bc05-0ac4a1529892", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPursuant to Section 15.18 of the Agreement, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor\u2019s right, title and interest in, and delegates to Assignee all of Assignor\u2019s duties, undertakings, agreements, obligations and covenants under, the Agreement with respect to The Property, and Assignee hereby accepts such assignment, transfer and conveyance of the Agreement with respect to The Property, and hereby assumes and agrees to be bound by and to perform and observe all of the duties, undertakings, agreements, obligations and covenants under the Agreement with respect to The Property that are to be performed by Assignor thereunder in accordance with the terms of the Agreement."], "obj_label": "Assignments", "id": "dc9579dc-3388-4e57-ba91-ba6575b1003e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that no such fee shall be payable in the case of an assignment made at the request of the Borrower to an existing Lender. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire."], "obj_label": "Assignments", "id": "2923fdd4-b563-4d81-9128-af2a9e24dd4c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any party to this Agreement without the prior written consent of the other parties to this Agreement, except that Heartland may assign any of its rights under this Agreement to one or more Subsidiaries of Heartland, so long as Heartland remains responsible for the performance of all of its obligations under this Agreement. Subject to the foregoing, this Agreement and all of the provisions of this Agreement will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns."], "obj_label": "Assignments", "id": "776cf788-8825-4791-aefc-15cd9d2fc81d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTenant shall not sublet all or any part of Premises, or assign or transfer this Agreement or any interest in It, without Landlord\u2019s prior written consent. Unless such consent is obtained, any assignment, transfer or subletting of Premises or this Agreement or tenancy, by voluntary act of Tenant, operation of law or otherwise, shall, at the option of Landlord, terminate this Agreement."], "obj_label": "Assignments", "id": "49cd826d-573e-4f42-b071-5027eebdd316", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Employment Agreement, and the Executive\u2019s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void.\u00a0 Nothing in this Employment Agreement shall confer upon any Person not a party to this Employment Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Employment Agreement, except (i)\u00a0the personal representative of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive and (ii)\u00a0any member of the Company Group may enforce the provisions of Section\u00a04.\u00a0 The Company is authorized to assign this Employment Agreement to a successor to substantially all of its assets."], "obj_label": "Assignments", "id": "9a3586f9-1e42-49cb-ae1e-0dc4458e288e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors, administrators and the person(s) to whom this Award may be transferred by will or the laws of descent or distribution."], "obj_label": "Assignments", "id": "6341bab0-6a18-410b-a56a-c5ad66957661", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be binding upon, and shall inure to the benefit of, Employee the Estate, but Employee may not assign or pledge this Agreement or any rights arising under it, except to the extent permitted under the terms of the Company plans in which Employee participates. Without Employee\u2019s consent, the Company may assign this Agreement to any successor-in-interest to the Company (a \u201cSuccessor\u201d ) or Affiliate that agrees in writing to be bound by this Agreement, after which any reference to the \u201cCompany\u201d in this Agreement shall be deemed to be a reference to such Successor or Affiliate, and the Company thereafter shall have no further responsibility or liability under this Agreement of any kind."], "obj_label": "Assignments", "id": "cc83af34-3636-4304-bec8-f30ee0d5b0a6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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. Prior to the expiration of the Founder Shares\u00a0Lock-up\u00a0Period or the Private Placement\u00a0Lock-up\u00a0Period, as the case may be, no Investor may assign or delegate such Investor\u2019s rights, duties or obligations under this Agreement, in whole or in part, except in connection with transfer of Registrable Securities by such Investor to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. 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."], "obj_label": "Assignments", "id": "a5ca1598-128f-4505-92c4-51723b943bba", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided in this Section\u00a010.10, this Plan shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors, and assigns. Neither this Plan nor any right or interest hereunder shall be assignable by the Participant, his beneficiaries, or legal representatives; provided that nothing in this Section\u00a010.10 shall preclude the Participant from designating a beneficiary to receive any benefit payable hereunder upon his death, or the executors, administrators, or other legal representatives of the Participant or his estate from assigning any rights hereunder to the person or persons entitled thereunto. This Plan shall be assignable by the Company to a Subsidiary or Affiliate of the Company; to any corporation, partnership, or other entity that may be organized by the Company, its general partners, as a separate business unit in connection with the business activities of the Company; or to any corporation, partnership, or other entity resulting from the reorganization, merger, or consolidation of the Company with any other corporation, partnership, or other entity, or any corporation, partnership, or other entity to or with which all or any portion of the Company\u2019s business or assets may be sold, exchanged, or transferred."], "obj_label": "Assignments", "id": "2dac42c6-6bb5-407e-87f7-34d283b92dab", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 , \u00a0 however , 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."], "obj_label": "Assignments", "id": "55b720ae-35af-4ecc-8224-3510aaf165bc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBuyer shall not have any right to assign its right, title and interest in, to or under this Agreement without the written consent of Seller, which consent may be granted or withheld by Seller in its sole discretion. \u00a0\u00a0Provided, however, Buyer may designate an entity or entities, as tenants in common, that are either controlled by Buyer, or its principals, or are investing in the property in concert with Buyer\u2019s principals as a tenant in common, to take title to the Property upon notice to Seller no less than five (5) days prior to Closing.\u00a0\u00a0Such assignment shall not relieve Buyer of its obligations hereunder."], "obj_label": "Assignments", "id": "c1a641ac-06af-463b-a741-8264b7b4a84f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to any Lender or any Affiliate thereof or, with the consent of the Borrower and the Administrative Agent (which consent of the Borrower and the Administrative Agent shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed given if the Borrower has not objected thereto within fifteen Business Days of notice thereof), to an additional bank or financial institution (an \u201c Assignee \u201d) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit\u00a0E (an \u201c Assignment and Assumption \u201d), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a Lender, $5,000,000, or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) or (y) after giving effect to such assignment, the assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), to any Defaulting Lender or to the Borrower or any Affiliate of the Borrower."], "obj_label": "Assignments", "id": "3ae8e32e-e673-4eef-b46f-9b9a44c323c9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto acknowledge and agree that, for purposes of any right of pledge governed by Netherlands Law, any resignation by the Collateral Agent is not effective with respect to its rights and obligations under each Parallel Debt until such rights and obligations are assigned to the successor agent. The Collateral Agent\u00a0 will reasonably cooperate in assigning its rights and obligations under each Parallel Debt to any such successor agent and will reasonably cooperate in transferring all rights and obligations under any security document governed by Netherlands Law (as the case may be) to such successor agent."], "obj_label": "Assignments", "id": "8d6907b3-c091-447d-a9a1-39935645425d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company or any segment of such business. The Company may assign this Agreement to any Affiliate or successor, and no such assignment shall be treated as a termination of Executive\u2019s employment. Executive\u2019s rights and obligations under this Agreement are personal and shall not be assigned or transferred."], "obj_label": "Assignments", "id": "f5977650-f493-4480-8ad6-f2e7638d38fe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Bank reserves the right to sell participations in or to sell and assign its rights, duties or obligations with respect to the Term Loan to such banks, lending institutions or other parties as it may choose and without the consent of the Borrowers, provided that the Bank shall notify the Borrowers promptly following such participation or assignment.\u00a0\u00a0The Bank may furnish any information concerning the Borrowers in its possession from time to time to any assignee or participant (or proposed assignee or participant), provided that the Bank shall notify any such assignee or participant (or proposed assignee or participant) in connection with any contemplated participation in, or assignment of, the Term Loan, that such information is confidential and shall obtain an agreement from such transferee or participant requiring that such transferee or participant treat such information as confidential and use commercially reasonable efforts to maintain the confidentiality of same."], "obj_label": "Assignments", "id": "8ac5fe8a-2e19-4dd1-9661-63547b41027e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Letter Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party, except that the Corporation may, without your written consent, assign its rights and obligations under this Letter Agreement to any corporation or other business entity (a)\u00a0with which the Corporation may merge or consolidate, or (b)\u00a0to which the Corporation may sell or transfer all or substantially all of its assets or capital stock."], "obj_label": "Assignments", "id": "a7162859-7c39-4569-8bee-91e013146f6b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the rights, licenses and obligations hereunder may not be assigned, by operation of Law or otherwise, by any Party without the express prior written consent of the other Parties, except as provided in Section 9.08 . Any assignment or transfer in violation of this Section 9.07 shall be null and void. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective permitted successors and assigns."], "obj_label": "Assignments", "id": "88651190-6b0d-4c43-92f4-028d76764722", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties to each assignment shall execute and deliver to Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 for each assignment; provided that (A)\u00a0only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B)\u00a0Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.\u00a0 The assignee, if it is not a Lender, shall deliver to Agent an administrative questionnaire (in form and substance satisfactory to Agent)."], "obj_label": "Assignments", "id": "0863c488-905f-4884-ad4f-10354db6f701", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in contravention hereof shall be null and void. 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 assigns."], "obj_label": "Assignments", "id": "34b5996f-8ae6-4ca3-9701-291391f01da4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided 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."], "obj_label": "Assignments", "id": "ad348de6-e70a-41d5-b208-76f012a34354", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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.\u00a0 The assignee, if it is not a Lender, shall deliver to the Administrative Agent any such administrative questionnaire as the Administrative Agent may request."], "obj_label": "Assignments", "id": "de03d1bf-bc95-4c42-8e9e-10db966ff94a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the rights and obligations hereunder shall not be assignable or transferable by Employee without the prior written consent of the Company, in each and every instance, in its sole and exclusive discretion.\u00a0 Notwithstanding the foregoing, this Agreement shall be binding on and inure to the benefit of Employee and Employee's heirs, executors, administrators and legal representatives.\u00a0 Employee expressly understands and agrees this Agreement shall be binding on and inure to the benefit of the Company and its successors and assigns , including successors by asset or equity sale, merger and operation of law and that the Company may fully and freely assign this entire Agreement, including the provisions of Sections 8 and 12 hereof, or any part of its rights and obligations under this Agreement, and Employee consents to such assignment in exchange for the consideration referenced in Section 3 hereof.\u00a0 Following any such assignment, all references to the Company shall be deemed to refer to such assignee and the Company shall thereafter have no obligation under this Agreement."], "obj_label": "Assignments", "id": "b8fab1b4-a66a-4404-a504-30360f5a8b33", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i)\u00a0in the event of the Executive\u2019s death, the personal representative or legatees or distributees of the Executive\u2019s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii)\u00a0the rights and obligations of the Employer hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Employer or similar transaction involving the Employer or a successor corporation. The Employer shall require any successor to the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place."], "obj_label": "Assignments", "id": "2a03a260-271c-4827-a473-b02d3160660c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, 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 Option by notice to the Participant, and the Option and all rights hereunder shall thereupon become null and void. The 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. This Agreement may be assigned by the Company without the Participant\u2019s consent."], "obj_label": "Assignments", "id": "3e656d52-356a-4654-86c4-a7c7706e0d5e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise expressly permitted in this Sublease, without Sublessor\u2019s prior written consent, which may be granted or withheld in Sublessor\u2019s sole discretion, Sublessee shall not assign this Sublease, or sub-sublease all or any part of the Premises, or permit the use of the Premises by any party other than Sublessee or any wholly- owned subsidiary or sub-subsidiary of a Sublessee. This prohibition includes an assignment or sub-subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceeding. For purposes of this Section, a sale or transfer of all or a controlling ownership interest in Sublessee or a merger or other combination by Sublessee or a sale of all or substantially all of Sublessee\u2019s assets in lieu thereof shall be deemed an assignment or other transfer of this Sublease. Notwithstanding the foregoing, any Key Principal may transfer interests in Sublessee and/or any Affiliates thereof to any other Key Principal, provided that such transfer complies with all applicable regulatory approvals."], "obj_label": "Assignments", "id": "5b3b6288-97ff-4282-8147-08a8a665df45", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as provided in Section \u00a04.1 , 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 Investor may provide any such consent on behalf of the Stockholders; provided , further , that if the Company consolidates or merges with or into any Person and the Common Stock or any other Registrable Securities are, in whole or in part, converted into or exchanged for securities of a different issuer, and any Stockholder would, upon completion of such merger or consolidation, hold Registrable Securities of such issuer, then as a condition to such transaction the Company will cause such issuer to assume all of the Company\u2019s rights and obligations under this Agreement in a written instrument delivered to the Stockholders."], "obj_label": "Assignments", "id": "297698d6-e493-49fe-be3b-e58cafcf84a0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is \u201c work made for hire \u201d as defined in 17 U.S.C. \u00a7 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive\u2019s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company\u2019s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement."], "obj_label": "Assignments", "id": "56a9df64-7f71-486a-a4e3-0f384fcb4152", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and all obligations of Stockholder hereunder are personal to Stockholder and may not be transferred or delegated by Stockholder at any time, except in accordance with Section 2(b) of this Agreement. Parent may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity without obtaining the consent or approval of Stockholder."], "obj_label": "Assignments", "id": "1a5aea60-ed8c-4658-adc7-a42a4fb61985", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive represents and warrants that Executive has not assigned or in any other manner convey any right or claim that Executive has or may have to any third party, and Executive shall not assign or convey to any assignee for any reason any right or claim covered by this Agreement, this Agreement, or the consideration, monetary or other, to be received by Executive hereunder. Sonic may assign its rights and obligations under this Agreement to any third party at its discretion."], "obj_label": "Assignments", "id": "3e1ffe07-14cb-4bee-833d-bd5f4e0327ac", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 for each assignment; provided that (A)\u00a0only one such fee will be payable in connection with simultaneous assignments to two or more Approved Funds by a Lender and (B)\u00a0the 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."], "obj_label": "Assignments", "id": "256b52b5-55b7-45c6-aed2-bcbc7e631767", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither party may assign or transfer this Agreement, or any portion thereof, without the prior written consent of the other party.\u00a0\u00a0Any assignment or transfer of this Agreement or any portion thereof without such written consent will void this Agreement.\u00a0\u00a0However Customer shall have the power and right to assign its interest in the Agreement to any successor-in-interest or to any subsidiary, parent corporation, sponsor, wholly owned or controlled affiliate of Customer."], "obj_label": "Assignments", "id": "beab2926-56c7-4fb9-a08c-b7b98a087689", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPurchaser may assign its rights under this Agreement to an entity affiliated with or controlled by Purchaser, without Seller's consent; provided, however, that (a)\u00a0the original Purchaser shall remain liable for the performance of all Purchaser's obligations hereunder accruing through the Closing Date (whether Seller seeks to enforce such obligations prior to Closing, or after Closing, as to obligations that survive Closing); (b)\u00a0Seller shall incur no additional expenses on account of such assignment; and (c)\u00a0Purchaser shall disclose the identity of such assignee to Seller, and shall supply to Seller all information regarding such assignee as may be reasonably requested by Seller. Any assignment to an entity not affiliated with or controlled by Purchaser shall be subject to Seller's prior written consent, in Seller's sole discretion."], "obj_label": "Assignments", "id": "b2d67d8d-d70e-4e09-b61e-288716100c55", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the rights, licenses and obligations hereunder may not be assigned, by operation of law or otherwise, by any party without the express prior written consent of the other parties, except as otherwise provided in this Agreement. Any assignment or transfer in violation of this provision shall be null and void. This Agreement is binding on and inures to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding the foregoing, the Class B Member shall have the right, without consent from any other Party, to assign or otherwise transfer this Agreement in whole or in part to: (a) an Affiliate of the Class B Member; (b) a third party in connection with a merger, consolidation or reorganization involving the Class B Member, regardless whether the Class B Member is a surviving entity, or (c) a third party in connection with a sale of all or substantially all of the Class B Member\u2019s business or assets."], "obj_label": "Assignments", "id": "aabf731e-f976-480d-a1c3-598eef330420", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties hereto and their successors and permitted assigns.\u00a0\u00a0Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned (by operation of Law or otherwise), by either Party hereto without the prior written consent of the other Party."], "obj_label": "Assignments", "id": "5663cb6a-e547-471a-a379-3468032fc7cf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement is personal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee.\u00a0\u00a0The Company may assign this Agreement without Employee\u2019s consent, including to any member of the Company Group and to any successor to or acquirer of (whether by merger, purchase or otherwise) all or substantially all of the equity, assets or businesses of the Company."], "obj_label": "Assignments", "id": "1f8c2350-7d0a-4419-ac01-186cbee0d02e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement, this Agreement will be binding upon the Holder and the Holder\u2019s beneficiaries, executors, administrators and the person(s) to whom the Nonqualified Stock Option may be transferred by will or the laws of descent or distribution."], "obj_label": "Assignments", "id": "4e61b093-be86-4600-8692-f324841e580f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, except in the case of an assignment pursuant to Section 9.09 , a processing and recordation fee in the amount of $3,500 (which fee shall in no event be payable by the Company); 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."], "obj_label": "Assignments", "id": "65dec192-f22e-4bd8-9c65-3938d53ce689", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo Party shall assign this Agreement or the rights and obligations hereunder, by operation of Law or otherwise, other than to its Affiliate, without the prior written consent of the other Party; provided , however , that no assignment to (A) any Affiliate other than the entity or entities that owns or own the GE steam power business or any other entity that is guaranteed by such entity or (B) a non-Affiliate, in either case, shall release either Party from any liability or obligation under this Agreement. Any attempted assignment in violation of this Section\u00a011.07 shall be void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their permitted successors and assigns."], "obj_label": "Assignments", "id": "bb2b3eda-8bc6-47c3-bcff-d7b62bc25655", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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; and provided , further , 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."], "obj_label": "Assignments", "id": "188b011e-f1d7-4338-85cf-226e2a867b05", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns."], "obj_label": "Assignments", "id": "71dec579-caa9-474c-b324-a7384f046110", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWithout in any way limiting any rights of Lender under this Agreement or the other Loan Documents, Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement and the Loan; provided , however , that so long as no Event of Default shall have occurred and be continuing, Lender agrees that no portion of the rights and obligations under this Agreement and the Loan shall be assigned to an ALX Competitor without the prior consent of Borrower, which consent shall not be unreasonably withheld in the case of an ALX Competitor other than an Initial ALX Competitor (provided that such prohibition on assignment does not apply to any Person that purchases or holds any Securities pursuant to a Securitization). Upon such assignment, from and after the effective date thereof, the assignee thereunder shall be a party hereto and have the rights and obligations of Lender hereunder. The assigning Lender shall promptly notify Borrower of the consummation of any such assignment, which notification shall include the name and notice information of the assignee. Borrower will not in any event be required to incur, suffer or accept any expense or (except to a de minimis extent not in excess of $25,000.00 in the aggregate (including Borrower\u2019s expenses in connection with Lender selling participations pursuant to Section 11.2 ) and incurred within 120 days of the Closing Date) liability in connection with a Lender assignment pursuant to this Section 11.1. Notwithstanding the foregoing or anything to the contrary contained herein, for so long as BOC holds all or any portion of the Loan, then, in connection with the request for any approval or consent hereunder or under the other Loan Documents or in connection with any amendment or other modification hereof or of the other Loan Documents, Borrower shall be entitled to rely conclusively on the approval of, or execution by, BOC of the foregoing unless BOC has informed Borrower in writing that the approval of, or execution by, any other Person holding a direct interest in the Loan is also required."], "obj_label": "Assignments", "id": "f16b8d64-a8e1-4a09-b268-07512e427b9f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided in this Section 15.12, neither Party may assign this Agreement, or any rights hereunder, without the other Party\u2019s prior written consent; provided, that (i) Company may assign this Agreement, or any of its rights hereunder, to any affiliate of Company, and (ii) Bank may assign this Agreement, or any of its rights hereunder, to a Durbin-Exempt Bank as contemplated by and subject to Section 8.1(l). If a Party attempts to assign this Agreement, or any rights hereunder, without the other Party\u2019s consent, then the other Party may terminate this Agreement, without penalty, immediately upon written notice to the other Party. Notwithstanding anything to the contrary, Company may assign this Agreement in the event of a change of Control of Company. If Bank assigns this Agreement subject to and in accordance with Section 8.1(l) or this Section 15.12, then, notwithstanding anything to the contrary, Bank shall be bound by and comply with Bank\u2019s confidentiality obligations and the exclusivity provisions of this Agreement as if Bank were still a party to this Agreement."], "obj_label": "Assignments", "id": "6ca948dd-f4a5-4ba3-81a1-93015e714ae6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither this Agreement nor any right or interest hereunder shall be assignable by Advisor, his beneficiaries or legal representatives without the Company\u2019s prior written consent. The Company may assign this Agreement to any successor or assign (whether directly or indirectly, 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 its permitted successors and assigns."], "obj_label": "Assignments", "id": "94da8c86-f569-498f-b20b-7ae3730f0075", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party.\u00a0\u00a0After any such assignment by the Company, the Company shall be discharged from all further liability hereunder and such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this Section 8."], "obj_label": "Assignments", "id": "83da3a01-2115-4b3c-936d-f3fddc9d7513", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any of the parties hereto without the prior written consent of the non-assigning Parties; except that the Seller may assign this Agreement and its rights and obligations hereunder to a successor company."], "obj_label": "Assignments", "id": "8a87860b-13e9-4341-8f89-91ae264404b4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 Notes are issued to the assignee and such transferor Lender, as appropriate, and such transferor Lender shall promptly return any existing Notes held by such Lender to the Borrower (or, if lost, destroyed or mutilated, if requested by the Borrower a lost note affidavit including a customary indemnity)."], "obj_label": "Assignments", "id": "fca44076-2251-4771-b46d-ec7042441f98", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither 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 (a)\u00a0the Investor or any Investor Party may assign its rights, interests and obligations under this Agreement, in whole or in part, to one or more Permitted Transferees, including as contemplated in Section \u00a05.08 and (b)\u00a0in the event of such assignment, the assignee shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned; provided , that no such assignment will relieve any Investor Party of its obligations hereunder prior to the Closing; provided, further, that substantially contemporaneously with or at the Closing the Investor may assign all of its rights and obligations under this Agreement or any portion thereof to one or more Affiliates who execute and deliver a joinder substantially in the form attached hereto as Exhibit A , and such Affiliate shall have all the rights and obligations of a Purchaser or any portion thereof (as set forth in such joinder); provided , further , that no party hereto shall assign any of its obligations hereunder with the primary intent of avoiding, circumventing or eliminating such party\u2019s obligations hereunder. Subject to the immediately 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."], "obj_label": "Assignments", "id": "2c5fcd6d-aa98-4860-8a68-447d974c3a40", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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.\u00a0 The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire."], "obj_label": "Assignments", "id": "51a677f8-2a3c-4d13-bb27-5ef04c90dcaa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. No party to this Guarantee may assign or delegate, by operation of Law or otherwise, all or any portion of its rights or liabilities under this Guarantee without the prior written consent of the other party to this Guarantee, which any such party may withhold in its absolute discretion. No assignment by any party shall relieve such party of any of its obligations hereunder. Any purported assignment not permitted hereby shall be null and void."], "obj_label": "Assignments", "id": "5ead85a4-07ca-4be3-a5a5-83f811589c00", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower and Administrative Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Eligible Assignee until such time as (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Eligible Assignee shall have been given to the Borrower and Administrative Agent by the assigning Lender and the Eligible Assignee; (ii)\u00a0the assigning Lender and the Eligible Assignee shall have delivered to the Borrower and Administrative Agent an Assignment and Assumption. Upon request, Borrower will execute and deliver to Administrative Agent an appropriate replacement promissory note or replacement promissory notes in favor of each assignee (and assignor, if such assignor is retaining a portion of its applicable Commitment and advances) reflecting such assignee\u2019s (and assignor\u2019s) portion of the applicable Commitment. Upon execution and delivery of such replacement promissory note(s) the original promissory note or notes evidencing all or a portion of the Commitment being assigned shall be canceled and returned to Borrower."], "obj_label": "Assignments", "id": "d70f4a7e-9239-44f7-b3e9-7499e9d0c50b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding anything to the contrary in the Credit Agreement, each of the parties hereto agrees that assignments of any of the Term A-6 Loans (including assignments by the Term A-6 Lead Arrangers or any of their respective Affiliates) shall be subject to a processing and recordation fee of $3,500 unless waived by the Term Loan A/Revolver Administrative Agent in its sole discretion."], "obj_label": "Assignments", "id": "1cf04a3f-ca56-406e-827f-feb3e36de285", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 (to be paid by the assigning Lender, or, in the case of an assignment pursuant to Section 2.17(b), the Borrower); 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."], "obj_label": "Assignments", "id": "ca5b58bd-038c-43be-9b10-dc310d31e261", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 Contingent Indemnity Obligations) 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 and 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."], "obj_label": "Assignments", "id": "d1836a9a-9a2c-4526-91f3-aa94a8268a5f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided below, neither Sellers nor Buyers may assign any rights or delegate any obligations under this Agreement without the prior written consent of the other party, and any prohibited assignment or delegation will be null and void. Notwithstanding the foregoing, Buyers may assign their rights to an affiliate so long as Buyers remain obligated hereunder. This Agreement shall be binding upon and shall inure to the exclusive benefit of the parties hereto and their respective permitted heirs, legal representatives, successors and assigns."], "obj_label": "Assignments", "id": "844d2b32-3d1e-42f3-baa5-29868d2e8a93", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0 Each Seller Party, the LC Bank, the Agent and each Purchaser hereby agree and consent to the complete or partial assignment by any Company 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 Company shall be released from its obligations so assigned.\u00a0 Further, each Seller Party, the LC Bank, the Agent and each Purchaser hereby agree that any assignee of any Company of this Agreement or of all or any of the Purchaser Interests of any Company shall have all of the rights and benefits under this Agreement as if the term \u201cCompany\u201d explicitly referred to and included such party ( provided that (i)\u00a0the Purchaser Interests of any such assignee that is a Company or a commercial paper conduit shall accrue CP Costs based on such Company\u2019s Company Costs or on such commercial paper conduit\u2019s cost of funds, respectively, and (ii)\u00a0the Purchaser Interests of any other such assignee shall accrue Yield pursuant to Section\u00a04.1 ), and no such assignment shall in any way impair the rights and benefits of any Company hereunder.\u00a0 Neither any Seller nor any Servicer shall have the right to assign its rights or obligations under this Agreement."], "obj_label": "Assignments", "id": "dfcb25ec-ebec-4bf8-9258-db039df304bf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, except for the assignment by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void. The Company may only assign this Agreement, and its rights and obligations hereunder, in accordance with the terms of Section 13(b) hereof, or to an affiliate of the Company, provided that any such assignee expressly agrees to assume in writing and perform all obligations of the Company hereunder."], "obj_label": "Assignments", "id": "9686f0c0-e080-4069-950e-747ebbe9ae33", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as contemplated by Section 3.5 , no Party may assign this Agreement or any of its rights, interests or obligations hereunder or delegate its responsibilities or obligations without the prior written approval of the other Party, which may be withheld in its sole and absolute discretion; provided, (a) pursuant to Section 3.5 , Empire shall be obligated to assign those rights and obligation in this Agreement to the Affiliate eligible to obtain the Operating License (i.e., the Operator), without the need for such prior written approval, provided, if such Affiliate is a Highly Competitive Business following a Change of Control of Empire or Operator, bet365 shall have a termination right pursuant to Section 16.2.2 , or (b) subject to bet365\u2019s termination right in Section 16.2.2 and Empire\u2019s termination right in Section 16.2.3 , this Agreement shall be assigned in connection with a Change of Control of bet365, Empire or the Operator; provided that in the case of any such assignment, such assignee, prior to the assignment, obtains all necessary Gaming Approvals to comply with its obligations under this Agreement."], "obj_label": "Assignments", "id": "79de9923-37fb-4937-afc3-2ef01b76ffce", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that the services to be rendered hereunder are unique and personal in nature. Accordingly, Executive may not assign any rights or delegate any duties or obligations under this Agreement. The rights and obligations of the Bank under this Agreement shall automatically be assigned to the successors and assigns of the Bank (including, but not limited to, any successor in the event of a Change in Control, as well as any other entity that controls, is controlled by, or is under common control with, any such successor), and shall inure to the benefit of, and be binding upon, such successors and assigns. This Agreement shall be binding upon Executive, as well as, Executive\u2019s heir, executors and administrators of Executive or Executive\u2019s estate and property."], "obj_label": "Assignments", "id": "d55cd711-0d1c-4eae-90ed-911b993aaca8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as provided in this Section 6 , neither this Agreement, the Phantom Units nor the DERs granted hereunder may be sold, assigned, pledged, exchanged, hypothecated, or otherwise transferred, encumbered, or disposed of by the Employee. Notwithstanding the foregoing, if the Employee should die after a Phantom Unit has become a Vested Phantom Unit, but before such Vested Phantom Unit and corresponding DER have been settled, such Vested Phantom Unit and corresponding DER shall be subject to transfer by reason of the Employee\u2019s death by will or the laws of descent and distribution. Any purported transfer, assignment, alienation, pledge, hypothecation, attachment, sale, transfer or encumbrance not in accordance with the foregoing shall be null, void and unenforceable against the Company Entities."], "obj_label": "Assignments", "id": "3924b39e-e964-4d80-ad6b-488810433297", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement is not assignable or transferable by either party without the prior written consent of the other, except to a successor to all or substantially all of Operator\u2019s assets or business relating to the subject matter of this Agreement.\u00a0\u00a0All other assignments or transfers (including by operation of law) shall require the express prior written consent of Operator.\u00a0\u00a0Notwithstanding the foregoing, Operator may subcontract any of its obligations hereunder to a third party."], "obj_label": "Assignments", "id": "c01698ca-a531-4ad8-9278-bf80a66d2b11", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement is personal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee.\u00a0\u00a0The Company may assign this Agreement without Employee\u2019s consent, including to any member of the Company Group and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets or businesses of the Company."], "obj_label": "Assignments", "id": "f4acdfb8-f245-4d60-a4ff-0425bdbe6f6f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Company nor the 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) the Company may assign its rights and obligations under this Agreement without the consent of the Executive to one of its Affiliates, or in the event that the Company shall hereafter effect a reorganization with, consolidate with, or merge into, an Affiliate or any Person or transfer or have transferred all or substantially all of its properties, outstanding stock, or assets to an Affiliate or any Person and (b) in the event that all of the Company\u2019s rights and obligations under this Agreement are assigned pursuant to this Section 15, each reference to Company herein shall be deemed from and after such assignment instead to be a reference to the assignee. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, and their respective successors, executors, administrators, heirs and permitted assigns."], "obj_label": "Assignments", "id": "fc3b773a-bfef-424c-aae8-e4b1fdb65e8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the rights and obligations of DaVita hereunder may be assigned by DaVita and shall inure to the benefit of and shall be enforceable by any such assignee, as well as any of DaVita\u2019s successors in interest. This Agreement and the rights and obligations of Teammate hereunder may not be assigned by Teammate, but are binding upon Teammate's heirs, administrators, executors, and personal representatives."], "obj_label": "Assignments", "id": "186ce092-aebe-4339-b236-eae705f671c6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFor good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby assigns, transfers, sets over and conveys to Assignee, as-is, where-is, and Assignee hereby accepts and assumes, in each case, all of Assignor's rights and obligations accruing from and after the Effective Date, in, to, and with respect to (a) the Portfolio Agreement, (b) each of the NSA Asset Management Agreements, and (c) the Assigned IP."], "obj_label": "Assignments", "id": "ee2c1c5b-3d49-4722-88b8-26047b37e59a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nConcurrently with any Change in Control event or a business combination that may impact the legal implications of this Agreement, the Company, TTEC Parent shall cause any successor or transferee to assume unconditionally, by written instrument delivered to Executive, all of the obligations of the Company and TTEC Parent hereunder. Failure of the Company or TTEC Parent to obtain such assumption prior to the effectiveness of any Change in Control event or other business combination, shall be a breach of this Agreement and shall constitute Good Reason entitling the Executive to resign, within thirty (30) calendar days of consummation of such Change of Control event or business combination, and receive compensation and benefits as provided in Section 7(i)."], "obj_label": "Assignments", "id": "d93579c7-b486-4d68-ba93-5799b435fcb0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement is for the sole and exclusive benefit of the Parties and shall not be deemed to be for the benefit of any third-party, including any Borrower. Neither Party shall assign or encumber any of its rights or delegate any of its obligations hereunder without prior written consent of the other Party. Any assignment or encumbrance in violation of the foregoing shall be void."], "obj_label": "Assignments", "id": "67bc1a0d-7c0b-47f0-9542-7211b204330b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement will be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval, in the case of assignment by the Buyer, by the Seller, and, in the case of assignment by the Seller or the Company, the Buyer."], "obj_label": "Assignments", "id": "856a4e97-c211-42a0-894a-634f230d8685", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Company nor the 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 the Company may assign its rights and obligations under this Agreement without the consent of the Executive in the event that the Executive is transferred to a position with any of the Affiliates,\u00a0\u00a0or in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, any Person or transfer all or substantially all of its properties or assets to any Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns."], "obj_label": "Assignments", "id": "498c9894-32cf-4c19-960a-775371482952", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Supplier shall not assign, pledge or otherwise transfer this Agreement or any right or obligation hereunder without the prior written consent of Owner, which consent may be given or withheld in Owner\u2019s sole discretion. Notwithstanding the foregoing, Supplier may, without Owner\u2019s consent, (i) assign or delegate this Agreement to an Affiliate of Supplier or (ii) factor, sell, assign, or otherwise transfer to any Affiliate or any third party financial institution any undisputed accounts receivable arising under this Agreement, provided such assignment of accounts receivable shall be subject to Owner\u2019s rights and remedies under this Agreement, including any Owner offset, deduction and withholding rights provided under this Agreement. For the avoidance of doubt, notwithstanding any such assignment, delegation, factoring, sale, assignment of receivables or other transfer pursuant to clause (i) or (ii) of the preceding sentence, the originally-named Supplier shall not be relieved of any of its liabilities or obligations under this Agreement and shall remain primarily liable for the payment and performance of all obligations of Supplier under this Agreement, whether accruing before, on or after such assignment, delegation, factoring, sale, assignment of receivables or other transfer and, if requested by Owner, the originally-named Supplier shall provide an affirmation of such continuing primary liability in and form and substance reasonably acceptable to Owner."], "obj_label": "Assignments", "id": "ee071741-5d92-4a8f-b382-fdcb06892653", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lender may, without notice or consent to Guarantor, assign or transfer all or any part of the Guaranteed Obligations and this Guaranty will inure to the benefit of Lender\u2019s assignee or transferee; provided that the Lender shall continue to have the unimpaired right to enforce this Guaranty as to that part of the Guaranteed Obligations the Lender has not assigned or transferred. In connection with any such assignment, transfer, or the grant of any participation in all or a part of the Guaranteed Obligations, the Lender may divulge to any potential or actual assignee, transferee or participant all reports, financial or other information and documents furnished or executed in connection with this Guaranty."], "obj_label": "Assignments", "id": "bc97b27c-23f2-45ea-b1d1-85534e425f78", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Assignors hereby irrevocably and unconditionally assign, transfer, and deliver to the Assignee the Note and all rights and obligations of Assignors thereunder. \u00a0The parties agree and acknowledge that nothing contained in this Agreement shall relieve or terminate the obligations of Smith under the terms of the Note, including, without limitation, as an obligor under the terms of the Note for the payment of all amounts due under the terms thereof, including principal and accrued interest due thereon."], "obj_label": "Assignments", "id": "852362ab-e3b2-409c-8987-84f21f504537", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubdistributor may not assign or otherwise subcontract any of its rights or delegate any of its obligations or appoint any subdistributors under this Agreement without the prior written consent of Distributor. Any purported assignment or delegation or subcontracting or attempted granting of subdistributor rights in violation of this SECTION 13.12 is null and void. No permitted assignment or delegation or subcontracting relieves the assigning or delegating or subcontracting Party of any of its obligations under this Agreement. The foregoing notwithstanding, Distributor may assign any of its rights or delegate any of its obligations to any affiliate or subsidiary or to any Person acquiring all or substantially all of Distributor\u2019s assets."], "obj_label": "Assignments", "id": "1e458971-966b-45bb-b1bb-7f16ba62a0f1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company, its successors, and assigns may in their sole discretion assign this Agreement to any person or entity, with or without Executive\u2019s consent, provided , however , that the Company Group shall remain liable for all compensation obligations to Executive under this Agreement. This Agreement thereafter shall bind, and inure to the benefit of, the Company\u2019s successor or assign. Executive shall not assign either this Agreement or any right or obligation arising thereunder."], "obj_label": "Assignments", "id": "bf1a5cc1-0073-4be1-b584-927bf50c03b8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to all other provisions of this Agreement, any attempt to assign or transfer this Agreement or any of the rights conferred hereby, by judicial process or otherwise, to any person, firm, Company, or corporation without the prior written consent of the other Party, shall be invalid, and may, at the option of such other Party, result in an incurable event of default resulting in termination of this Agreement and all rights hereby conferred."], "obj_label": "Assignments", "id": "cbfcd799-0aea-4f20-b0bc-a987eb3d35ea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither you nor the Company may make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without your consent to one of its Affiliates or to any Person with whom the Company shall hereafter affect a reorganization, consolidate with or merge into or to whom it transfers all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon you and the Company and each of our respective successors, executors, administrators, heirs and permitted assigns."], "obj_label": "Assignments", "id": "4c2ca05c-68fd-47cc-bcd0-165045a178f6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither this Agreement nor any interest hereunder shall be assigned or transferred by Purchaser without Seller\u2019s written consent; provided, however, that no such consent shall be required with respect to Purchaser\u2019s assignment to one or more entities (each such entity, a \u201c Permitted Assignee \u201d) that (a)\u00a0(x) are wholly owned, directly or indirectly by, or (y) controlled by or under the common control of, Purchaser, and (b)\u00a0delivers, on or before the date that is ten (10) Business Days before the Closing Date, to Seller a duly executed assumption of all of the duties and obligations of Purchaser by the proposed assignee (including an express statement of the representation and warranty in Section\u00a09.4.5 above). Notwithstanding the foregoing sentence, Seller understands that Purchaser is entering into this Agreement as agent and for the benefit of its nominees and designees, which have been created and shall be disclosed to Seller prior to Closing. Seller further understands that Purchaser is acting as a \u2018straw party\u201d for such nominees and designees, has no intent to obtain legal or equitable title to the Membership Interests and that, prior to or concurrent with Closing, Purchaser shall assign this Agreement, and shall be permitted to do so without Seller\u2019s consent, to such two nominees and designees that are Permitted Assignees as follows: (a) Purchaser intends to assign this Agreement with respect to Trust\u2019s 99.75% of the Membership Interests to one such nominee and designee, and (b) Purchaser intends to assign this Agreement with respect to TRS Inc.\u2019s 0.25% of the Membership Interests to the other such nominee and designee. Upon the occurrence of the assignment of this Agreement to such two nominees and designees in accordance with the provisions of this Section 11.2 , Purchaser shall be released from any and all duties and obligations to Seller provided for under this Agreement, and the closing documents shall reflect the names of the two nominees and designees rather than Purchaser; provided, however, if any Transfer Tax shall be due and owing in connection with any assignment of this Agreement by Purchaser, then Purchaser and any assignees of Purchaser\u2019s interest in this Agreement shall be responsible for payment of same and agree to indemnify and hold harmless Seller from any liability for such Transfer Taxes. Subject to the foregoing, this Agreement shall inure to the benefit of and shall be binding upon Seller and Purchaser and their respective successors and assigns."], "obj_label": "Assignments", "id": "c90ee47f-56f8-47f1-a518-dac0d5b7b1af", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may assign this Agreement to any successor in interest to its business, or to any subsidiary of the Company, and Executive hereby agrees to be employed by such assignee as though such assignee were originally the employer named herein.\u00a0 Executive hereby acknowledges that the services to be rendered by Executive are unique and personal, and, accordingly, Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement."], "obj_label": "Assignments", "id": "4d35ecbd-dac9-4dba-99ac-e0b1af53c603", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Seller hereby sells, transfers, assigns, conveys and delivers to Buyer all of such Seller\u2019s right, title and interest in, to or under the Purchased Assets (which shall not include, and Buyer is not acquiring from Sellers, any of the Excluded Assets, and each Seller shall retain ownership of all right, title and interest in and to its respective Excluded Assets). Notwithstanding the foregoing, the Parties acknowledge that the Purchased Assets constituting the Assumed Real Property Leases are being assigned to, and assumed by, Buyer pursuant to the Assignment and Assumption of Leases and not pursuant this Agreement."], "obj_label": "Assignments", "id": "6bb382f1-16f1-42a7-ae6d-e536d87ce45c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither this Agreement nor any of the rights and obligations of the parties may be assigned by any party without the prior written consent of the other party, except that (i)\u00a0the Recipient may assign its rights under this Agreement to any Affiliate or Affiliates of the Recipient without the prior written consent of the Provider, (ii)\u00a0the Provider may assign any rights and obligations hereunder to (A)\u00a0any Affiliate or Affiliates of the Provider capable of providing such Services hereunder or (B)\u00a0third parties to the extent such third parties are routinely used to provide the Services to Affiliates and businesses of the Provider, in either case without the prior written consent of the Recipient, and (iii)\u00a0an assignment by operation of Law in connection with a merger or consolidation will not require the consent of the other party. Notwithstanding the foregoing, each party will remain liable for all of its respective obligations under this Agreement. Subject to the first sentence of this Section\u00a05.14, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns and no other person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section\u00a05.14 will be void."], "obj_label": "Assignments", "id": "e81ed8ae-2357-4fba-9bf7-eae714db8748", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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.\u00a0 The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and the tax documentation required pursuant to Section\u00a03.01."], "obj_label": "Assignments", "id": "0c480290-f32a-4edc-af33-f5fae8270946", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(as defined in General Instruction A.1(a)(5) to Registration Statement on Form S-8 under the Securities Act of 1933, as amended) of the Grantee; provided that the Grantee receives no consideration for such transfer and the transferred Option continues to be subject to the same terms and conditions as were applicable to the Option immediately prior to such transfer; and provided , further , that any such transfer shall be effectuated only by a written instrument acceptable to the Committee that is executed and delivered to the Company by the Grantee and the transferee, and consented to by the Company."], "obj_label": "Assignments", "id": "9eadf8a2-7c44-40bb-856f-3c6507f34357", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may assign any of its rights under this Award. This Award will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Award, this Award will be binding upon the Holder and the Holder\u2019s beneficiaries, executors, administrators and the person(s) to whom the Award Restricted Shares may be transferred by will or the laws of descent or distribution."], "obj_label": "Assignments", "id": "add5077e-f7e5-4edf-8b9f-ca57f13ceb26", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 payable by the assigning Lender; 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."], "obj_label": "Assignments", "id": "e42d668f-9853-4e34-81ef-82b3b592d25a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties hereto and their successors and permitted assigns.\u00a0\u00a0Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned (by operation of Law or otherwise) by any Party hereto without the prior written consent of the other Parties."], "obj_label": "Assignments", "id": "d44e22cc-a766-41f3-bd01-efdb6acab6d2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement may not be assigned by the Purchaser or the RPA Seller except as contemplated by this Section and the Sale and Servicing Agreement; provided, however, that simultaneously with the execution and delivery of this Agreement, the Purchaser shall assign all of its right, title and interest herein to the Issuer, which in turn, will pledge its rights to the Indenture Trustee for the benefit of the Noteholders as provided in Section 2.01 of the Sale and Servicing Agreement, to which the RPA Seller hereby expressly consents. The RPA Seller agrees to perform its obligations hereunder for the benefit of the Issuer and that the Indenture Trustee may enforce the provisions of this Agreement, exercise the rights of the Purchaser and enforce the obligations of the RPA Seller hereunder without the consent of the Purchaser."], "obj_label": "Assignments", "id": "8570244c-741e-439f-bd25-8c18a92a5c97", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(i) Any Lender with the prior written consents of the Borrower and the Facility Agent (which consents shall not be unreasonably delayed or withheld and which consent, in the case of the Borrower, shall be deemed to have been given in the absence of a written notice delivered by the Borrower to the Facility Agent, on or before the fifth Business Day after receipt by the Borrower of such Lender\u2019s request for consent, stating, in reasonable detail, the reasons why the Borrower proposes to withhold such consent) may at any time (and from time to time) assign or transfer to one or more commercial banks or other financial institutions all or any fraction of such Lender\u2019s portion of the Loan."], "obj_label": "Assignments", "id": "6b272d96-1bc3-48d8-a48b-4c006fea94b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the rights and obligations hereunder shall not be assignable or transferable by you without the prior written consent of the Employer. The Employer may assign this Agreement or all or any part of its rights and obligations under this Agreement at any time to any member of the Activision Blizzard Group or to a successor to all or substantially all of the business or assets of the Employer and following such assignment all references to the Employer shall be deemed to refer to such assignee and the Employer shall thereafter have no obligation under this Agreement."], "obj_label": "Assignments", "id": "db59b9fe-064c-4f1f-a802-1f14878063d1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party hereby assigns to the other Party, one-half of its interest in and to any CMC Development Inventions, CMC Development Know-How and CMC Development Patents, including all rights of action and claims for damages and benefits arising due to past and present infringement of said rights, such that each Party owns an undivided joint interest in and to such CMC Development Inventions, CMC Development Know-How and CMC Development Patents. Each Party shall and shall cause its Affiliates and contractors to, execute and take such further actions reasonably necessary to effectuate such joint ownership in and to such CMC Development Inventions, CMC Development Know-How and CMC Development Patents."], "obj_label": "Assignments", "id": "a489491a-d04c-450f-b5f8-a2b639cc61dc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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. The Company may assign its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto or any purchaser of substantially all of the assets of the Company, without Executive\u2019s consent and without advance notice."], "obj_label": "Assignments", "id": "f48996cd-ca38-4325-9db6-f45916fc8a63", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nA Member shall not assign all or any of its rights, obligations or benefits under this Agreement to any other Person otherwise than (i) \u00a0in connection with a transfer of its Company Interests pursuant to Article\u00a0IX or (i) \u00a0with the prior written consent of each of the other Members, which consent may be withheld in such Member\u2019s sole discretion, and any attempted assignment not in compliance with Article\u00a0IX or this Section\u00a013.3 shall be void."], "obj_label": "Assignments", "id": "aab4ae48-e272-42fe-a0d2-9e8b39f10ba1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall inure to the benefit of and be binding upon the Corporation, the Partnership and their successors and assigns, and upon the Executive and Executive\u2019s heirs, executors, administrators and legal representatives.\u00a0The Corporation and the Partnership will require any successor or assign to all or substantially all of their business or assets to assume and perform this Agreement in the same manner and to the same extent that the Corporation and the Partnership would be required to perform if no such succession or assignment had taken place.\u00a0This Agreement shall not be assignable by the Executive."], "obj_label": "Assignments", "id": "b14f076a-9ba6-4534-939f-74ab50c1be76", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties to each assignment shall execute and deliver to the Agent assignment and assumption documentation reasonably acceptable to the Agent, together with a processing and recordation fee 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 shall complete and deliver to the satisfaction of the Agent an administrative questionnaire in a form provided by the Agent."], "obj_label": "Assignments", "id": "070a4272-e22b-44cd-b9c6-8e6f2ecad3b2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for DIEGO's disclosure obligations under applicable securities laws, each Party agrees to keep in confidence the terms and conditions of this Agreement. The Parties hereto agree that they will not, without compulsion of legal process, reveal directly or indirectly any of the terms of this Agreement to any person or entity except in confidence to those individuals or entities to whom the disclosure is necessary to affect the purposes of this Agreement, including, but not limited to, spouses, attorneys, tax preparers, accountants, banks and other financial institutions and government agencies which request a copy of this Agreement, provided, however, that nothing in this Agreement is intended to prohibit or restrict Employee (or Employee's attorneys) from responding to an inquiry from, providing testimony before, or initiating communications directly with any federal or state regulatory authority or any self- regulatory organization regarding this Agreement or its underlying facts or circumstances, provided Employee gives prompt notice to the Company of any such judicial or administrative notice or proceeding."], "obj_label": "Confidentiality", "id": "c0e05ac5-cedb-4670-a1f3-0a39de204536", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parties acknowledge that Employee\u2019s agreement to keep the nonpub lic terms and conditions of this Agreement confidential was a material factor on which all parties relied in entering into this Agreement. Employee agrees to use Employee\u2019s best efforts to maintain in confidence the nonpublic contents and terms of this Agr eement (hereinafter collectively referred to as \u201cSettlement Information\u201d). Employee agrees to take reasonable precautions to prevent disclosure of any Settlement Information to third parties, and agrees that there will be no publicity, directly or indirect ly, concerning any Settlement Information.\u00a0\u00a0Employee agrees to take\u00a0\u00a0reasonable precautions to disclose Settlement Information only to those attorneys, accountants, governmental entities, courts of law and family members who have a reasonable need to know (or as required by applicable law) of such Settlement Information."], "obj_label": "Confidentiality", "id": "0321609a-f01b-4e1c-93bc-8885b7adbedc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the period of the Executive's employment by the Company or any Successor, the Executive shall not, except as may be required in connection with the performance by the Executive of the duties of his employment with the Company or the Successor, disclose to any person, firm, corporation or other entity, any information concerning matters affecting or relating to the services, marketing, long range plans, financial strategies or other business of the Company or, if applicable, the Successor, or any of their respective customers so long as such information is not generally available to the public other than as a result of disclosure by the Executive or any other third party which is prohibited from disclosing such information by a contractual or fiduciary obligation. Nothing in this Section shall be deemed or construed to prohibit the Executive from making any disclosure that is required by law or by legal process or any disclosure that is necessary to file a complaint with or participate in an investigative proceeding of any federal, state or local governmental agency or from making any voluntary disclosure to the U.S. Securities and Exchange Commission with respect to possible violations of U.S. securities laws."], "obj_label": "Confidentiality", "id": "e0e6aa65-5b46-4282-beb1-a5bc66f25573", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company considers the protection of its confidential information and proprietary materials to be very important. Therefore, as a condition of your employment, you and the Company will become parties to the Confidentiality, Non-Competition and Assignment of Inventions Agreement, as set forth on Attachment 2 hereto . This attached agreement must be signed and returned to the Company on your first day of employment."], "obj_label": "Confidentiality", "id": "3c41b0f0-701e-4759-9cd2-4fbbfe785bbc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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. 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 Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions in the future."], "obj_label": "Confidentiality", "id": "cfac4e2a-eaec-4a83-848d-4dc29f9e3181", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee agrees that this Agreement, and its terms and provisions, are strictly confidential and shall not be divulged or disclosed in any way to any person other than Employee's spouse, legal counsel, or tax advisor.\u00a0\u00a0Should Employee choose to divulge the terms and conditions of this Agreement to Employee's spouse, legal counsel, or tax advisor, Employee shall ensure that they will be similarly bound to keep the same confidential.\u00a0\u00a0A breach of this paragraph by Employee's spouse, legal counsel, or tax advisor shall be considered a breach of this paragraph by Employee."], "obj_label": "Confidentiality", "id": "ec8807c5-c025-48e6-b671-e565cd3fb904", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Lenders and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, 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 or such Agent without violating this Section\u00a09.16 or (c)\u00a0was available to such Lender 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\u00a09.16), 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, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, (C)\u00a0to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section\u00a09.16), (D)\u00a0in order to enforce its rights under any Loan Document in a legal proceeding, (E)\u00a0to any pledge under Section\u00a09.04(d) or 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) and (F)\u00a0to 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\u00a09.16);."], "obj_label": "Confidentiality", "id": "7cdd5773-5870-4035-be83-b3ead4fbd507", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless compelled to do so by Applicable Law, Tenant agrees that Tenant shall not dis\u00adclose, discuss, disseminate or copy any information, data, findings, communications, conclusions and reports regarding the environmental condition of the Premises to any Person (other than Tenant\u2019s 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 , not to be unreasonably withheld, conditioned, or delayed. \u00a0In the event Tenant reasonably believes that disclosure is compelled by Applicable Law, it shall provide Landlord ten (10)\u00a0days\u2019 advance notice of disclosure of confidential information so that Landlord may attempt to obtain a protective order. \u00a0Tenant may additionally release such information to bona fide prospective purchasers or lenders, subject to any such parties\u2019 written agreement to be bound by the terms of this Section 5.4 ."], "obj_label": "Confidentiality", "id": "ef9c1afa-7c9c-4e50-967f-f0a49d298921", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 4.5. 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 4.5, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in 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 4.5, (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 4.5 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 4.5. 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."], "obj_label": "Confidentiality", "id": "7379cabe-a5ff-48c0-9acb-600ff0e1fde3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee and the Company agree that they will not disclose, or direct or assist those acting on their behalf to disclose, any aspect of the proceedings under Section 8(a) and Section 8(b), including but not limited to the resolution or the existence or amount of any award, to any person, firm, organization, or entity of any character or nature, unless divulged (i) to an agency of the federal or state government, (ii) pursuant to a court order, (iii) pursuant to a requirement of law, (iv) pursuant to prior written consent of the other party, (v) pursuant to a legal proceeding to enforce a settlement agreement or arbitration award, (vi) in connection with the arbitration ( e.g., to the parties, their respective counsel, legal assistants, support staff, experts, consultants, potential witnesses, court reporters) and/or (vii) to Employee\u2019s family and/or accountant(s), legal, financial and/or tax advisor(s). This provision is not intended to prohibit nor does it prohibit Employee\u2019s or the Company\u2019s disclosures of the terms of any settlement or arbitration award to their attorney(s), accountant(s), financial and/or tax advisor(s), or family members, provided that they comply with the provisions of this paragraph."], "obj_label": "Confidentiality", "id": "8a2773b1-ed03-4d9b-9495-8ef357fdd648", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee agrees to keep the terms of this Agreement confidential between Employee and Company, except that Employee may tell Employee\u2019s immediate family, attorney and accountant, if any, as needed (and provided that Employee first obtains the agreement of any such person to maintain the confidentiality of the terms of this Agreement), but in no event should Employee discuss this Agreement or its terms with any current or prospective employee of Company."], "obj_label": "Confidentiality", "id": "017eaf89-fcf5-4c33-a79a-684a10622c0d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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,\u00a0of the securities of the Company during the period commencing as of the time that such Purchaser first received a written term sheet of the Offering from 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, 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 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 after the Closing Date."], "obj_label": "Confidentiality", "id": "9cb559af-2a8a-45bf-8a1a-d120c19ff8ef", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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. 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 locating, reserving or borrowing shares in order to effect Short Sales or similar transactions in the future."], "obj_label": "Confidentiality", "id": "f26c89a3-20f1-4bd9-b743-c4bdacebec23", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn consideration of the Award, Employee acknowledges that the Company Group operates in a competitive environment and has a substantial interest in protecting its Confidential Information, and Employee agrees, during her or his employment with the Company Group and thereafter, to maintain the confidentiality of the Company Group\u2019s Confidential Information and to use such Confidential Information for the exclusive benefit of the Company Group."], "obj_label": "Confidentiality", "id": "4af5e63c-90ff-4cb0-b6c7-185306151895", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNothing in this Agreement shall require the Advisor to disclose the details of its trading system, methods, models, strategies and formulas. CMF and the Partnership acknowledge that the trading systems, methods, models, strategies and formulas of the Advisor are the sole and exclusive property of the Advisor; CMF and the Partnership further agree that it will keep confidential and will not disseminate information regarding such systems, methods, models, strategies and formulas to any person. CMF and the Partnership will use any such information solely to evaluate and monitor the Advisor\u2019s services described herein and not for any other purpose."], "obj_label": "Confidentiality", "id": "e89f797c-e81c-4053-8788-ba4ff9d302b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Creditor 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 on the date when this Agreement is publicly disclosed by the Company. Each Creditor also covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Creditor will maintain the confidentiality of the existence and terms of this transaction."], "obj_label": "Confidentiality", "id": "3bfbe02d-a09b-4513-abf0-e12a6d2f962d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon commencement of employment you will be asked to sign an agreement to acknowledge the confidential nature of all information disclosed in connection with your employment by the Company. You agree that in your work for the Company, you will not use or disclose any confidential information, including trade secrets of any current or former employer or third party to whom you have any obligation of confidentiality. You further agree that you can perform your duties to the Company without reliance on any such confidential information or trade secrets of any current or former employer or third party. You agree that you will not bring onto the Company\u2019s premises, or transmit or store using any electronic communication equipment or computer network or system of the Company, any unpublished documents or property belonging to any current or former employer or third party to whom you have any obligation of confidentiality, including any documents or property containing confidential information or trade secrets. You represent and agree that in connection with your anticipated employment with the Company, including during your discussions with the Company, you (i) have not breached any restrictive covenant agreement to which you are bound, and (ii) have complied with all of your fiduciary obligations to any current or former employer or third party to whom you have any such obligations."], "obj_label": "Confidentiality", "id": "600d486b-155d-4246-8c2c-4bdd4991176e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (a)\u00a0to the Agent\u2019s or such Lender\u2019s Affiliates and each of their Related Parties and, as contemplated by Section\u00a08.07(f), to actual or prospective assignees and participants, and then only on a confidential basis, (b)\u00a0as required by any law, rule or regulation or judicial process, (c)\u00a0to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from the Agent or such Lender, (d)\u00a0as requested or required by any state, federal or foreign authority or examiner regulating banks, other financial institutions or banking, (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)\u00a0on a confidential basis to any Lender\u2019s direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, (g)\u00a0subject to an agreement containing provisions substantially the same as those of this Section, (x)\u00a0to any credit or financial insurance provider in connection with the Borrower\u2019s obligations hereunder, and (y)\u00a0to any Person that requires such Confidential Information in connection with obtaining CUSIP-based identifiers and (h) information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry."], "obj_label": "Confidentiality", "id": "57d6dc69-6443-4da9-9574-c1c0d303c3df", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Administrative Agent, the Lenders and the Issuing Lenders agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a)\u00a0to its Affiliates, 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 in accordance with this Section 10.07 ) and its auditors, (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) (in which case the Administrative Agent, the Lender or the Issuing Lender, as applicable, shall use commercially reasonable efforts to promptly notify the Borrower to the extent permitted by Applicable Law), (c)\u00a0to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, the Lender or the Issuing Lender, as applicable, shall use commercially reasonable efforts to promptly notify the Borrower to the extent permitted by Applicable Law), (d) to any other party hereto, (e) to the extent necessary 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 any Eligible Assignee invited to be a Lender pursuant to Section 2.14 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 rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower, or (i) 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 Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this Section 10.07 . 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 Commitments."], "obj_label": "Confidentiality", "id": "d9f18292-07e2-4f3b-bca2-89809157b241", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Employee shall, while employed by the Company and thereafter, preserve in confidence all proprietary information heretofore or hereafter acquired by him or disclosed to him relating to customers, products, processes, machines, inventions, or improvements of the Company and its affiliates (collectively, the \u201cCompanies\u201d) or in which the Companies are interested and all other information of any kind or nature pertaining to the business of the Companies, and the Employee will not disclose any such information to any other person without the express prior written authorization of the Companies or make use of such information for the Employee\u2019s personal benefit or for the benefit of any person (other than the Companies) or assist others in using such information. Confidential information shall not include: a) information which the Companies permit the Consultant to disclose in the course and scope of performing his duties under the Employment Agreement; b) information which at the time of its disclosure is or which thereafter becomes part of the public domain by publication or otherwise, other than as a result of a disclosure by Employee; or c) any information which is required to be disclosed by law or any administrative or legal proceedings."], "obj_label": "Confidentiality", "id": "d1e24f0c-9da0-4874-a68a-e9f75f39761a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Panel and all parties shall maintain the privacy of the Arbitration Proceeding. The parties and the Panel shall treat the Arbitration Hearing and any discovery or other proceedings or events related thereto, including any award resulting therefrom, as confidential except as otherwise necessary in connection with a judicial challenge to or enforcement of an award or unless otherwise required by law."], "obj_label": "Confidentiality", "id": "af6f1455-a78c-4bb3-a90d-e09dbdaaf57e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary or appropriate in the course of performing your Duties.\u00a0\u00a0You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of performing your Duties. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this Section 8. In the event that you are required to disclose Confidential Information pursuant to a valid order of a court or other governmental or self-regulatory body, you may disclose such Confidential Information, so long as you first (i) to the fullest extent possible, provide the Company reasonable notice and an opportunity to interpose an objection to such disclosure or obtain a protective order requiring that the Confidential Information so disclosed be provided on a confidential basis only for the purposes for which the order was issued, (ii) reasonably cooperate, at the Company\u2019s cost, with the Company\u2019s efforts under clause (i) above, as reasonably requested by the Company (including efforts by the Company to seek a protective or other similar order or relief), and (iii) minimize the extent of any such disclosure to only that which (on the advice of your legal counsel) is required to be disclosed in the applicable context. In no event will you directly or indirectly oppose action by the Company or any of its affiliates to obtain a protective order or other relief to prevent the disclosure of Confidential Information or to obtain reliable assurances that confidential treatment will be afforded the Confidential Information."], "obj_label": "Confidentiality", "id": "2d2172a5-2e1d-492e-9975-fc5e652a45bb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parties that during the term of this Agreement, and thereafter for a period of two (2) years, Consultant shall not, without the prior written consent of Company, disclose to anyone any ''Confidential Information'' of the Company. Confidential Information for the purpose of this Agreement shall include Company's proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawings, specifications, models, software, source codes or any non-public Company data or information. Confidential Information shall not include any information that: a. Is disclosed by Company without restriction and is intended to be made public. b. Becomes publicly available through no act of Consultant. c. Is rightfully received by Consultant from a third party."], "obj_label": "Confidentiality", "id": "76852a51-f198-4399-8199-8c01c7d548c0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parties agree that the terms and existence of this Agreement are and shall remain confidential and shall not be discussed or disclosed to any person other than the Parties to this Agreement, their attorneys, and their accountants, except that disclosure concerning the Agreement may be made (1) pursuant to an order of a court of competent jurisdiction, to comply with any statute, regulation, or ordinance, (2) to comply with any lawful subpoena, or (3) in any proceeding to enforce the terms of this Agreement."], "obj_label": "Confidentiality", "id": "1de423b7-72ba-4041-8eee-eb18e29822fd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party acknowledges and agrees that the Mutual Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Mutual Confidentiality Agreement, information by the other Party in connection with the Transaction Documents (including the terms and conditions of this Agreement and the other Transaction Documents). Following the Closing, Confidential Information (as defined in the Mutual Confidentiality Agreement), to the extent it relates exclusively to the Business, including the Purchased Assets and the Assumed Liabilities, shall become the Confidential Information of Buyer and the terms of the Mutual Confidentiality Agreement as it relates to such information shall no longer apply to Buyer; however, Seller shall comply with the terms of the Mutual Confidentiality Agreement with regards to such information as Buyer\u2019s Confidential Information. If this Agreement is, for any reason, terminated prior to the Closing, the Mutual Confidentiality Agreement and the provisions of this Section \u00a06.03 shall nonetheless continue in full force and effect."], "obj_label": "Confidentiality", "id": "8c0d2db0-8b35-4381-b628-f98539c44605", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party agrees that it and its Affiliates, and its and their respective employees, advisors, agents and representatives, including, with respect to the Company, any third parties engaged to provide the Services pursuant to Section\u00a02(c) , shall keep confidential all data, documents, records and information obtained from the other party or its representatives in connection with this Agreement in accordance with Section\u00a04.1 of the Purchase Agreement."], "obj_label": "Confidentiality", "id": "a8ad3651-c9db-438a-a549-a19983699c9e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party hereto agrees (on behalf of itself and each of its Affiliates, directors, officers, employees and representatives) to keep confidential, in accordance with their customary procedures for handling confidential information of this nature and in accordance with safe and sound (banking, in the case of the Participant) practices, the terms of this Agreement and the other Operative Documents and, in the case of the Participant and the Agent, any non-public information supplied to it by the Borrowers pursuant to the terms of each of this Agreement, the other Operative Documents and any document, agreement or instrument delivered in connection with the foregoing, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by applicable statute, rule, regulation, rule of any applicable regulatory body (including any stock exchange), (ii) to legal counsel, auditors, bank examiners or accountants for any party hereto, in each case who agree to keep such information, the terms of this Agreement and the terms of any other Operative Document confidential, (iii) to any subsidiary, shareholder, investor (or potential investor) in or Affiliate of the Agent or Participant (and any of their respective legal counsel and other advisors), in each case who agrees to keep such information, the terms of this Agreement and the terms of any other Operative Document confidential, (iv) to any assignee (or prospective assignee) of Participant (and its legal counsel and other advisors) who agrees to keep such information, the terms of this Agreement and the terms of any other Operative Document confidential, (v) to the extent such non-public information is or becomes available in the public domain other than as a result of an authorized disclosure by any party hereto or (vi) with the prior written consent of the other parties hereto."], "obj_label": "Confidentiality", "id": "8e087a54-c252-48c6-a2bb-b86b15efa89b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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 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, 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)."], "obj_label": "Confidentiality", "id": "8eeab6af-b9e1-44d4-a838-0805b36561bd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 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 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 as described in Section 5.6 , (ii) no Purchaser will 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 as described in Section 5.6 and (iii) no Purchaser will have any duty of confidentiality to the Company or its Subsidiaries after the disclosure 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 will 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."], "obj_label": "Confidentiality", "id": "c5c145b8-2b90-49ff-9853-c3dc00d912d8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Administrative 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 (i) to its Affiliates and to the Administrative Agent and any other Lender and their respective Affiliates (it being understood that the Persons to whom disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential ( \u201cConfidentiality Direction\u201d )), (ii) to legal counsel, accountants, and other professional advisors to the Administrative Agent or such Lender, who will receive the Confidentiality Direction, (iii) as provided in Section 12.3(f), (iv) to regulatory officials, (v) to any Person as requested pursuant to or as required by law, regulation, or legal process, (vi) to any Person in connection with any legal proceeding to which it is a party, (vii) to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, who will receive the Confidentiality Direction, (viii) to Rating Agencies if requested or required by such Rating Agencies in connection with a rating relating to the Advances hereunder (it being understood that, prior to any such disclosure, such Rating Agency shall undertake to preserve the confidentiality of the information), (ix) in 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, to the extent reasonably necessary, and (x) to 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, any LC Issuer or any other Lender on a non-confidential basis from a source other than the Borrower. 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 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 9.11 shall supersede any and all prior confidentiality agreements entered into by the Administrative Agent or any Lender with respect to such confidential information."], "obj_label": "Confidentiality", "id": "6108bc7a-2f1c-415a-8a4a-f0d848e44938", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Banks and each Agent agrees to maintain the confidentiality of the Company Information (as defined below), except that Company Information may be disclosed (a)\u00a0to such Bank\u2019s or Agent\u2019s Affiliates and its and its Affiliates\u2019 directors, officers, employees and agents, including accountants, legal counsel and other advisors who have a need to know such information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and instructed to keep such Company Information confidential on terms substantially similar to this Section \u00a011.11 ), (b) to the extent required or demanded by any governmental agency, self-regulatory authority or representative thereof, (c)\u00a0to the extent required by applicable laws or regulations or by any subpoena or similar legal process or to the extent reasonably required in connection with any litigation relating to this Agreement or the Collateral to which such Bank or such Agent, as applicable, is a party, or for purposes of establishing a \u201cdue diligence\u201d defense, (d)\u00a0subject to an agreement containing provisions substantially the same as those described in this Section \u00a011.11 , to (i)\u00a0any actual or prospective Assignee or Participant or (ii)\u00a0any actual or prospective counterparty (or its advisors) to any swap, or derivative transaction relating to the Company and its obligations, (e)\u00a0with the consent of the Company, (f)\u00a0to the extent such Company Information becomes publicly available other than as a result of a breach of its confidentiality obligations as described in this Section \u00a011.11 , (g) to any other party to this Agreement or (h)\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."], "obj_label": "Confidentiality", "id": "3f64756b-50cc-4765-82a8-5beda978bc52", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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. 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 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."], "obj_label": "Confidentiality", "id": "ca59e9ad-6067-42bc-8c4f-2bba04cbcb07", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nI will not, directly or indirectly, provide to any person or entity any information that concerns or relates to the negotiation of or circumstances leading to the execution of this Agreement or to the terms and conditions hereof, provided that I may make disclosure of the foregoing: (a)\u00a0to the extent that such disclosure is specifically required by law or legal process or as authorized in writing by the Company; (b)\u00a0to my tax advisor(s) or accountant(s) as may be necessary for the preparation of tax returns or other reports required by law; (c)\u00a0to my attorney(s); (d) to members of my immediate family; and/or (e)\u00a0to any tax agency. Provided, that prior to disclosing any such information (except disclosures required by law or legal process or as authorized in writing), I must inform the recipients that they are bound by the limitations of this Section\u00a010."], "obj_label": "Confidentiality", "id": "852132d8-ba89-4936-9055-79fed75fd1d9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Trustee shall employ procedures to ensure that information relating to the purchase, holding, and sale of Company Stock and the exercise of voting, tender and similar rights with respect to Company Stock by Participants and Beneficiaries is maintained in accordance with procedures which are designed to safeguard the confidentiality of such information, except to the extent necessary to comply with applicable law. The Administrator shall be responsible for ensuring that such procedures are sufficient to safeguard Participant confidentiality, such procedures are being followed, and that an independent fiduciary, such as the Trustee, is appointed under the circumstances described in Department of Labor Regulation section 2550.404c-1(d)(2)(ii)(E)(4)(ix)."], "obj_label": "Confidentiality", "id": "594e9ecf-b270-46d1-a6ed-22f3b4528b4d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Agent, each Arranger 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; provided that nothing herein shall prevent any Agent, any Arranger or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate thereof (so long as such affiliate agrees to be bound by the provisions of this Section 9.15 ), (b) subject to an agreement to comply with provisions no less restrictive than this Section 9.15 , 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, officers, agents, attorneys, accountants, partners and other professional advisors or those of any of its affiliates, (d) upon the request or demand, or in accordance with the requirements (including reporting requirements), of any Governmental Authority having jurisdiction over such Lender, provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory 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 or other legal process, provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority), (f) if requested or required to do so in connection with any litigation or similar proceeding; provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure, (g)\u00a0to the extent such information has been independently developed by such Lender or that has been publicly disclosed other than in breach of this Agreement, (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 or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document."], "obj_label": "Confidentiality", "id": "917c923c-14cb-4554-8da9-d7c63258a1e4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that he has been the recipient of confidential and proprietary business information concerning Riverview, including without limitation past, present, planned or considered business activities of Riverview, and Executive hereby agrees not to use his knowledge of such information or disclose such confidential and proprietary information for any purposes whatsoever, except as may be expressly permitted in a writing signed by Riverview, or as may be required by regulator inquiry, law or court order."], "obj_label": "Confidentiality", "id": "030fcfc4-39db-419b-9316-779fb864f786", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 date that 100% of the Preferred Stock owned by such Purchaser has been redeemed in accordance with the terms of the Certificate of Designations; 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 are used to close out such sale. For purposes hereof, a \u201cNet Short Position\u201d by a Purchaser means a position whereby such Purchaser has executed one or more sales of Common Stock that is marked as a short sale (but not including any sale marked \u201cshort exempt\u201d) and that is executed at a time when such Purchaser does not have an equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with Regulation SHO under the Exchange Act); provided, further that no \u201cshort sale\u201d shall be deemed to exist as a result of any failure by the Company (or its agents) to deliver shares upon conversion of the Preferred Stock, to such Purchaser converting such Preferred Stock. For purposes of determining whether a Purchaser has an equivalent offsetting long position in the Common Stock, such Purchaser shall be deemed to hold \u201clong\u201d all Common Stock that is either (i) then owned by such Purchaser, if any, or (ii) then issuable to such Purchaser as shares issuable upon conversion of the Preferred Stock then held by such Purchaser, if any, (without regard to any limitations on conversion or exercise set forth in the Preferred Stock). Notwithstanding the foregoing, nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit such Purchaser from selling \u201clong\u201d (as defined under Rule 200 promulgated under Regulation SHO under the Exchange Act) the Securities or any other Common Stock then owned by such Purchaser. For the avoidance of doubt, this Section 4.8 is applicable to each Purchaser individually, and not collectively. For example, if Purchaser A still holds Securities but Purchaser B does not, only Purchaser A remains subject to this Section 4.8, but Purchaser B does not."], "obj_label": "Confidentiality", "id": "46628079-9c1c-42b9-ba45-01f809727fc6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe terms and conditions of this Agreement are highly confidential. Accordingly, Employee acknowledges and agrees that neither Employee nor anyone acting on Employee\u2019s behalf has made or will make any disclosures concerning the terms of this Agreement to any person or entity, except: (i) Employee\u2019s spouse or domestic partner; (ii) Employee\u2019s attorneys, accountants, or financial advisors, but only to the extent disclosure is necessary to obtain legal or professional services from such persons; or (iii) a government agency or court of competent jurisdiction pursuant to a legally enforceable subpoena. If Employee makes any disclosure to any person described in sub-clauses (i) or (ii) above, Employee shall inform such person of this confidentiality provision and shall receive the individual\u2019s agreement not to make any use, disclosure, or announcement concerning this Agreement in violation of this Section. However, nothing shall prevent the Company from disclosing any or all provisions of this Agreement in accordance with applicable securities rules."], "obj_label": "Confidentiality", "id": "b4c66048-6a72-414e-9d10-2831b229c880", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee agrees to make no disclosure or use of any proprietary or confidential information, including without limitation, data, developments, customer information, or trade secrets belonging to the Company or learned or acquired by Employee and will take all action necessary to preserve that confidentiality. Employee shall continue to comply with any confidentiality agreements, provisions, and policies by which Employee has previously agreed to abide. For purposes of emphasis and as a reminder, portions of this Agreement set forth obligations already imposed on Employee by agreement(s) of confidentiality, whether by acceptance of the Company policy(s) or provision(s) on confidentiality in writing, by electronic affirmation of such policy(s) or provision(s), or by the fact of Employee\u2019s employment with the Company constituting an acceptance of the confidentiality requirements in policy(s) or provision(s) applicable to employees generally including, but not limited to, obligations related to nondisclosure. This Agreement does not supersede any such confidentiality agreement(s), policy(s) or provision(s), but instead supplements the terms of all such confidentiality agreement(s), policy(s) and provision(s)."], "obj_label": "Confidentiality", "id": "f5de1fec-8fb4-4871-9344-04f2d2ce1a48", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0 Each Seller Party, the LC Bank 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 the Agent, the LC Bank and 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 LC Bank, such Seller Party and such Purchaser and its officers and employees may disclose such information to such LC Bank\u2019s, such Seller Party\u2019s and such Purchaser\u2019s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding (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)."], "obj_label": "Confidentiality", "id": "f853fd60-71d7-4597-a0da-0b6fc635336f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0 The Collateral Agent, in its individual capacity and as Collateral Agent, and the Trustee, in its individual capacity and as Trustee, agree and acknowledge that all information provided to the Collateral Agent or the Trustee by any Grantor may be considered to be proprietary and confidential information (\u201c Confidential Information \u201d).\u00a0 The Trustee and the Collateral Agent each agrees to take all reasonable precautions necessary to keep such information confidential, which precautions shall be no less stringent than those that the Collateral Agent and the Trustee, as applicable, employs to protect its own confidential information.\u00a0 Each of the Collateral Agent and the Trustee shall not disclose to any third party other than as set forth herein, and shall not use for any purpose other than the exercise of the Collateral Agent\u2019s and the Trustee\u2019s rights and the performance of its respective obligations under this Agreement, any such information without the prior written consent of such Grantor, as applicable.\u00a0 Each of the Collateral Agent and the Trustee shall limit access to such information received hereunder to (a)\u00a0its directors, officers, managers and employees and (b)\u00a0its legal advisors, to each of whom disclosure of such information is necessary for the purposes described above; provided, however , that in each case such party has expressly agreed to maintain such information in confidence under terms and conditions substantially identical to the terms of this Section\u00a07.3(a)."], "obj_label": "Confidentiality", "id": "980d8dd1-6577-4f35-966f-82a35ef0ae5b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party acknowledges that it may have access to certain confidential and proprietary information of the other Party. No Party, or their directors, officers, employees or agents, will publicize, disclose or use (except as provided in this Agreement) any such confidential or proprietary information of the other Party that is disclosed to that Party pursuant to this Agreement. It is agreed that neither Party will be under any obligation not to publicly disclose or use any information that: (i) was already known to the recipient at the time of its receipt; (ii) was publicly known or becomes so through no fault of the recipient; (iii) is required to be disclosed by law, including pursuant to the requirements of the securities laws and the rules and regulations thereunder; (iv) was received from third party not in breach of a confidentiality obligation; or (v) was independently developed by the recipient without use of the disclosing party\u2019s confidential information. Each Party may make disclosure to attorneys, agents and accountants of each Party on a need to know basis; provided that such Party shall remain liable for any breaches of this Section 10 by any such persons. Upon the termination of this Agreement, each Party will return to the other all confidential materials belonging to the other Party that were delivered during the Contract Period."], "obj_label": "Confidentiality", "id": "29a984d8-399a-4cc0-9fac-8cacafdcd43b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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. 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 locating or borrowing shares in order to effect Short Sales or similar transactions in the future."], "obj_label": "Confidentiality", "id": "76821f0d-465e-4a2e-9a7b-fd550e145e67", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee agrees that this Agreement and all discussions and negotiations concerning this Agreement and its terms shall be confidential and shall not be disclosed to anyone other than Employee\u2019s spouse and financial advisor and only after Employee has received assurances from such person(s) to abide by the terms of this Section \u00a05 .\u00a0Employee acknowledges that the Company may have an obligation to file or disclose this Agreement to governmental agencies."], "obj_label": "Confidentiality", "id": "89c1f64d-d6b4-443f-a265-f88caa372ee6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Administrative Agent, the Lenders and the Issuing Lenders 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; (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) any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facilities or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facilities; (h) with the consent of the Borrower; or (i)\u00a0to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.8 , or (y) becomes available to the Administrative Agent, any Lender, any Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower."], "obj_label": "Confidentiality", "id": "5ce5d3ca-e269-43c6-8e67-df73f6f3f835", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTenant acknowledges that the content of this Lease and any related documents are confidential information. Except as required by law, rule or regulation or regulatory or court order, Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant\u2019s financial, legal, and space planning consultants. If disclosure is required by law, rule or regulation or regulatory or court order, Tenant agrees to work with Landlord to redact any sensitive information."], "obj_label": "Confidentiality", "id": "a7cbc021-8454-448d-ae3f-9d32c2d7633b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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.\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 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in 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 4.4, (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 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 4.4.\u00a0Notwithstanding 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."], "obj_label": "Confidentiality", "id": "25ee0e4c-85d9-4301-a622-8301c52a6494", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Seller(s) and the Company will, and will cause each of its respective affiliates, and its and their directors, officers, employees, agents, representatives and similarly situated persons to: (a) treat and hold as confidential, and not use or disclose, all of the information concerning the negotiation or existence and terms of this Agreement and the business affairs of the Purchaser (\u201c Confidential Information \u201d), except for disclosures to their respective professional advisors, and (b) deliver promptly to the Seller(s) or the Company or the Purchasers, as appropriate or destroy, at the option and request of a Purchaser, all tangible embodiments (and all copies) of the Confidential Information which are in the Seller(s), Company\u2019s, or its affiliates possession. If the Seller(s) or the Company or its affiliates is ever requested or required (by oral question or request for information or documents) to disclose any Confidential Information, the Company will notify the Purchaser promptly of the request or requirement so that the Purchaser may seek an appropriate protective order from a court with competent jurisdiction or waive compliance with this Section 11(q)."], "obj_label": "Confidentiality", "id": "ef3f24f1-78f5-4d53-8631-1b007c491725", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive acknowledges that in the course of his employment with the Company, he has acquired non\u2011public privileged or confidential information and trade secrets concerning the operations, future plans and methods of doing business (\u201c Proprietary Information \u201d) of Sempra Energy and its Affiliates; and the Executive agrees that it would be extremely damaging to Sempra Energy and its Affiliates if such Proprietary Information were disclosed to a competitor of Sempra Energy and its Affiliates or to any other person or corporation. The Executive understands and agrees that all Proprietary Information has been divulged to the Executive in confidence and further understands and agrees to keep all Proprietary Information secret and confidential (except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this provision or information the Executive is required by any governmental, administrative or court order to disclose) without limitation in time. In view of the nature of the Executive\u2019s employment and the Proprietary Information the Executive has acquired during the course of such employment, the Executive likewise agrees that Sempra Energy and its Affiliates would be irreparably harmed by any disclosure of Proprietary Information in violation of the terms of this Section 14(a) and that Sempra Energy and its Affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting the Executive from engaging in any activity or threatened activity in violation of the terms of this Section 14(a) and to any other relief available to them. Inquiries regarding whether specific information constitutes Proprietary Information shall be directed to the Company\u2019s Senior Vice President, Public Policy (or, if such position is vacant, the Company\u2019s then Chief Executive Officer); provided , that the Company shall not unreasonably classify information as Proprietary Information."], "obj_label": "Confidentiality", "id": "f0d7a3dc-dff1-42c5-a4bf-a3ace1767324", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou agree that you will not disclose the existence or terms of this Agreement to any other employees of the Company or third parties with the exception of your accountants, attorneys, financial advisors, spouse, or domestic partner, and shall ensure that none of them discloses such existence or terms to any other person, except as required by applicable law. If the existence or terms of this Agreement are disclosed by you other than as provided above, then at the discretion of the Company (i) RSUs, to the extent they remain subject to restriction, shall terminate automatically on the date on which the disclosure occurred and (ii) you shall pay to the Company in cash any financial gain you received with respect to this Award within the 12-month period immediately preceding such disclosure."], "obj_label": "Confidentiality", "id": "f8d41c9c-016e-4e12-a2cc-af4a51026e54", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the existence of this\u00a0 Agreement \u00a0and for a period of one (1) years after its termination, the parties shall not disclose to any third party, or use for any purpose other than as required in the performance of this\u00a0 Agreement , any information obtained by them in the performance of this Agreement , including but not limited to, prices, costs, sales volumes, trademark information, product formulae, and any other information and trade secrets that might adversely affect either party's ability to compete in any market."], "obj_label": "Confidentiality", "id": "a782859e-8dc5-4c80-bdb2-274cf94be35a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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.\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 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\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 locating or borrowing shares in order to effect Short Sales or similar transactions in the future."], "obj_label": "Confidentiality", "id": "7360939d-04ff-4bee-b471-37c38d59c820", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll information learned or developed by the Executive during the course of the Executive\u2019s employment by the Company or any subsidiary thereof will be deemed \u201cConfidential Information\u201d under the terms of this Agreement. The Executive will not disclose to any person at any time or use in any way, except as directed by the Company, either during or after the employment of the Executive by the Company, any Confidential Information. The foregoing restrictions shall not apply to information which is or becomes part of the public domain though no act or failure to act by the Executive. In addition to the foregoing, in the process of the Executive\u2019s employment with the Company, or thereafter, under no condition is the Executive to use or disclose to the Company, or incorporate or use in any of Executive\u2019s work for the Company, any confidential information imparted to the Executive or with which Executive may have come into contact while in the employ of Executive\u2019s former employer(s)."], "obj_label": "Confidentiality", "id": "47040ded-6295-446f-b3ad-cfda2b28cdff", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Lenders and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, 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 or such Agent without violating this Section\u00a09.16 or (c)\u00a0was available to such Lender 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\u00a09.16), except:\u00a0 (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, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, (C)\u00a0to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section\u00a09.16), (D)\u00a0in order to enforce its rights under any Loan Document in a legal proceeding, (E)\u00a0to any pledge under Section\u00a09.04(d) or 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) and (F)\u00a0to 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\u00a09.16)."], "obj_label": "Confidentiality", "id": "977ff38a-e331-44db-bb73-4d02104592fb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant acknowledges that Participant is in possession of and has access to Confidential Information, as defined in Exhibit B , of the Company and its Subsidiaries, including material relating to the Company\u2019s business, products, services, current and planned operations, in addition to being introduced to important actual and potential clients, customers, investors, service providers, vendors, suppliers, business partners, and other relationships of the Company. Participant acknowledges that the business, products, and services of the Company and its Subsidiaries are highly specialized and that it is essential that they be protected. Accordingly, by acceptance of the PSUs, Participant agrees to be bound by the terms and conditions of the Confidentiality and Non-Compete Agreement (the \u201c Confidentiality and Non-Compete Agreement \u201d) set forth on Exhibit B , which is incorporated herein by reference.."], "obj_label": "Confidentiality", "id": "11539d38-4458-4a35-ab46-8af0d63cccbd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther 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, 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."], "obj_label": "Confidentiality", "id": "958c3b90-a896-4c9f-ace2-a3f03875bb10", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhile Executive is employed by the Company, and thereafter, Executive shall not directly or indirectly disclose or make available any Confidential Information (as defined in the Confidential Proprietary Rights and Non-Disclosure Agreement between Executive and the Company dated [\u25cf] (the \u201c Confidentiality Agreement\u201d attached hereto as Exhibit A)) disclosed to Executive or known by Executive as a consequence of or through his or her relationship with the Company.\u00a0\u00a0During Executive\u2019s employment and following the termination of Executive's employment with the Company, Executive shall continue to be subject to any and all confidentiality and intellectual property agreements between Executive and the Company, including, without limitation, the Confidentiality Agreement, (collectively, the \"Confidential\u00a0\u00a0Information Agreements\")."], "obj_label": "Confidentiality", "id": "485e9d61-aeff-499b-8747-760462c2f3bc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party hereto hereby agrees that it will, and will cause its respective Affiliates and its and their respective representatives to, hold in strict confidence any non-public records, books, contracts, instruments, computer data and other data and information concerning the other parties hereto, whether in written, verbal, graphic, electronic or any other form provided by any party hereto (except to the extent that such information has been (a) previously known by such party on a non-confidential basis from a source other than the other parties hereto or its representatives, provided that, to such party\u2019s knowledge, such source is not prohibited from disclosing such information to such party or its representatives by a contractual, legal or fiduciary obligation to the other parties hereto or its representatives, (b) in the public domain through no breach of this Agreement by such party, (c) independently developed by such party or on its behalf, or (d) later lawfully acquired from other sources) (the \u201c Confidential Information \u201d). In the event that a party hereto is requested or required by law, governmental authority, rules of stock exchanges, or other applicable judicial or governmental order to disclose any Confidential Information concerning any of the other parties hereto, such party shall, to the extent legally permissible, notify the other party prior to making any such disclosure by providing the other party with the text of the disclosure requirement and draft disclosure at least 24 hours prior to making any such disclosure, and, if requested by another party, assist such other party to limit or minimize such disclosure."], "obj_label": "Confidentiality", "id": "ddf74dc2-0b60-4fd2-95a6-f7e861d3a7f0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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\u00a04.4.\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\u00a04.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in 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)\u00a0no 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\u00a04.4, (ii)\u00a0no 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\u00a04.4 and (iii)\u00a0no 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\u00a04.4.\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."], "obj_label": "Confidentiality", "id": "4285d520-4ec4-4c0d-81cf-cbdb04e6422d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as expressly authorized hereunder or by prior written agreement by an officer of Company, Contractor shall make no public announcement concerning this Agreement and all information contained herein or related to the Services is \u201c Company Confidential Information \u201d (as defined in the MSSA) and shall be held in strict confidence by Contractor. Contractor shall not disclose, publish, release, transfer or otherwise make available Company Confidential Information in any form to, or for the use or benefit of, any person or entity without Company\u2019s express written consent. Contractor shall disclose Company Confidential Information only to its personnel who have a need to know in performance of the Services, and Contractor shall ensure that Company Confidential Information is kept strictly confidential by such personnel in accordance with this Article 17 ."], "obj_label": "Confidentiality", "id": "99c6912f-f1d2-4f4b-ad29-d5ae95d403df", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAt all times hereafter, Executive will maintain the confidentiality of all information in whatever form concerning Employer or any of its affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Employer, and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on her/his own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Employer."], "obj_label": "Confidentiality", "id": "0d14a909-68c0-4b3b-845c-cbc1f9b26b4f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as required by law, each Lender agrees that it shall keep confidential and shall not disclose or divulge any confidential, proprietary or secret information that such Lender may obtain from the Company pursuant to its operating agreement, financial statements, reports and other materials submitted by the Company to such Lender pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless such information is known, or until such information becomes known, to the public; provided that a Lender may disclose such information (a) to its attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with its investment in the Company, or (b) to any affiliate of such Lender or to a partner, member or stockholder of such Lender."], "obj_label": "Confidentiality", "id": "60f548aa-1716-4b9b-8aef-f13fec35cb3a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Company and Seller, on the one hand, and Purchaser, on the other hand, shall hold and shall cause their respective representatives to hold in strict confidence, unless required or compelled to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other party furnished to it by such other party or its representatives in connection with the transactions contemplated by this Agreement, including in each case the existence of this Agreement and the transactions contemplated hereby or any negotiations or discussions with respect thereto (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired on a non-confidential basis from another source, which source is not the agent of the other party, by the party to which it was furnished, without any breach by such source of any obligation of confidentiality to the other party), and each party shall not release or disclose such information to any other Person, except its representatives in connection with this Agreement. In the event that any party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such party shall, to the extent permitted by applicable Law, give timely written notice to the other party so that such party may have an opportunity to obtain a protective order or other appropriate relief, and such party shall only disclose the minimum amount of such confidential information that is so required to be disclosed. The parties acknowledge that some previously confidential information will be required under applicable Law to be disclosed in the Proxy Statement."], "obj_label": "Confidentiality", "id": "26e0430a-d98e-45bd-8fa4-932291f92dd1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Parent, any Borrower and any Subsidiary or their respective businesses furnished to it by or on behalf of Parent, any 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 any 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: (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, Inc., (C) to 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) in 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) or 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) to 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) on a confidential basis to (i)\u00a0any rating agency in connection with rating Parent, any Borrower or their 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 any Borrower, (I)\u00a0to the extent routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry and (J)\u00a0to any other party to this Agreement."], "obj_label": "Confidentiality", "id": "557ed680-5a7d-4285-a763-4be2d9e372b5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nProducer\u2019s 2-Year Forecast delivered to Gatherer pursuant to Section 2.1 and all other information received by Gatherer pursuant to the terms of this Agreement which involves or in any way relates to Producer\u2019s production estimates, development plans and/or other similar information shall be kept strictly confidential by Gatherer, and Gatherer shall not disclose any such information to any third Person or use any such information for any purpose other than performing under this Agreement, provided, however, Gatherer may disclose such information to those of its legal counsel, accountants and other representatives with a specific need to know such information for purposes of Gatherer\u2019s performance under this Agreement or enforcement of this Agreement or as required by applicable Law, provided such third Persons have likewise agreed in writing to the confidentiality and non-use restrictions set forth herein. In the event Gatherer is required by Law to disclose any such information, Gatherer shall first notify Producer in writing as soon as practicable of any proceeding of which it is aware that may result in disclosure and shall use all reasonable efforts to prevent or limit such disclosure. Producer\u2019s confidential information shall not include information that Gatherer can satisfactorily demonstrate was: (a) rightfully in the possession of Gatherer prior to Producer\u2019s disclosure hereunder; (b) in the public domain prior to Producer\u2019s disclosure hereunder; (c)\u00a0made public by any Governmental Authority; (d) supplied to Gatherer without restriction by a Third Party who is under no obligation to Producer to maintain such confidential information in confidence; or (e) independently developed by Gatherer. The confidentiality requirements and non-use restrictions set forth herein shall survive termination or expiration of this Agreement for two (2) Years after such termination or expiration. Notwithstanding anything else in this Agreement, the Parties agree that there is not an adequate remedy at law for any breach of these confidentiality and non-use restrictions and, therefore, Producer shall be entitled (without the posting of any bond) to specific performance and injunctive relief restraining any breach hereof, in addition to any other rights and remedies which it may have or be entitled."], "obj_label": "Confidentiality", "id": "992b06bb-58d9-4c80-9cee-60b4ea1f49ec", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe undersigned shall maintain in confidence, and will cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, any written, oral, or other, non-public material information obtained from the Company in connection with the Company, the Securities, the Business, the Royalty, this Subscription and Royalty Agreement or the transactions contemplated by this Subscription and Royalty Agreement, unless (a) such information becomes publicly available through no fault of such Party, or (b) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. The undersigned understands that under federal securities laws, it is unlawful for persons with insider or material non\u2013public information to trade shares of the Company\u2019s securities."], "obj_label": "Confidentiality", "id": "a41fb4de-07da-4f9d-b267-8841a5837018", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Administrative Agent and each Lender agrees to hold any confidential information which it may receive from the Company in connection with this Agreement in confidence (other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry), except for disclosure (i) to 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) to legal counsel, accountants, and other professional advisors to the Administrative Agent or such Lender or to a Transferee, (iii) as provided in Section 12.3(e), (iv) to regulatory officials, (v) to any Person as requested pursuant to or as required by law, regulation, or legal process, (vi) to any Person in connection with any legal proceeding to which it is a party, (vii) to its direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, (viii) to rating agencies if requested or required by such agencies in connection with a rating relating to the Advances hereunder, (ix) in 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, and (x) to the extent such information (1) becomes publicly available other than as a result of a breach of this Section 9.11 or (2) becomes available to the Administrative Agent, an LC Issuer, a Swing Line Lender or any other Lender on a non-confidential basis from a source other than the Company. Without limiting Section 9.4, the Company agrees that the terms of this Section 9.11 shall set forth the entire agreement between the Borrowers 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 9.11 shall supersede any and all prior confidentiality agreements entered into by the Administrative Agent or any Lender with respect to such confidential information. Each Loan Party consents to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of such Loan Party in the form received from the Company. 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 Commitments."], "obj_label": "Confidentiality", "id": "038d1efe-9870-4eb7-9cf7-4023624ad4af", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhile this Agreement is in effect and for a period of five years thereafter, and except as otherwise required by law or legal process and after reasonable notice to Employer and opportunity for Employer to intervene, Employee shall hold and keep secret and confidential all Trade Secrets and other confidential or proprietary information of Employer and shall use such information only in the course of performing Employee\u2019s duties hereunder; provided, however, that with respect to \u201ctrade secrets\u201d (as defined under applicable law), Employee\u2019s confidentiality obligations shall continue for so long as they remain \u201ctrade secrets\u201d under applicable law. Employee shall maintain in trust all such \u201ctrade secret\u201d or other confidential or proprietary information, as Employer\u2019s property, including, but not limited to, all documents concerning Employer\u2019s business, including Employee\u2019s work papers, telephone directories, customer information and notes, and any and all copies thereof in Employee\u2019s possession or under Employee\u2019s control. Upon expiration or earlier termination of Employee\u2019s employment with Employer, for any reason, or upon request by Employer, Employee shall deliver to Employer all such documents belonging to Employer, including any and all copies in Employee\u2019s possession or under Employee\u2019s control."], "obj_label": "Confidentiality", "id": "e8a753dc-f5e0-46e6-aa54-07b10100db61", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term \u201cConfidential Information\u201d as used in this Agreement means all information disclosed, before or after the execution of this Agreement, by Company to Executive, as well as any information to which Executive has access or that is learned, generated or created by Executive, whether alone or jointly with others. Confidential Information includes, but is not limited to: (i) source code and programming information, including proprietary wireless and portable computer technology software; (ii) licensing and purchasing agreements; (iii) client lists and other client data, supplier lists, pricing information and fee schedules; (iv) employment, management and consulting agreements and other organization information; (v) trade secrets and other proprietary business and management methods; (vi) competitive analysis and strategies; (vii) all other technical, marketing, operational, economic, business, management, or financial knowledge, information or data of any nature whatsoever relating to the business of Company, which has been or may hereafter be learned, generated, created, or otherwise obtained by Executive, alone or jointly with others, whether in written, electronic, oral, or any other form; and (viii) any extracts therefrom. Confidential Information shall not include: (i) information that at the time of disclosure is publicly available, or information which later becomes publicly available through no act or omission of the Executive; (ii) information that Executive independently developed without the use of Company\u2019s Confidential Information; or (iii) information disclosed to Executive by a third party not in violation of any obligations of confidentiality to the Company. Executive agrees to only use Confidential Information for the purpose of performing his duties for the Company within the course and scope of employment and will make no use or disclosure of the confidential Information, in whole or in part, for any other purpose. Executive agrees to keep confidential all Confidential Information and to preserve the confidential and proprietary nature of the Confidential Information at all times. In the event that Executive is requested or required by subpoena or court order to disclose any Confidential Information, it is agreed that Executive will provide immediate notice of such request to Company and will use reasonable efforts to resist disclosure, until an appropriate protected order may be sought, or a waiver of compliance with the provisions of this Agreement granted. Upon the termination of Executive\u2019s employment with Company for any reason, Executive shall return all Confidential Information and Company property in his possession including, without limitation, all originals, copies, translations, notes, or any other form of said material, without retaining any copy of duplicates thereof, and promptly to delete or destroy any and all written, printed, electronic or other material or information derived from the Confidential Information."], "obj_label": "Confidentiality", "id": "34a0d74d-29fc-40e0-a290-00f924f5cd29", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring and following the Executive\u2019s employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Employer), except (i) to the extent authorized in writing by the Board of Directors of the Company, (ii) as required by law or any court or administrative agency, (iii) to an employee or director of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of duties as an executive of the Company, or (iv) as requested by any administrative or law enforcement agency. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company. However, nothing in this Agreement or elsewhere shall prohibit the Executive from retaining, and using appropriately, copies of documents relevant to his personal rights and obligations."], "obj_label": "Confidentiality", "id": "5b5e4204-5f77-4683-9f66-a6ce68681cc9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNone of the Agents nor any Lender shall disclose any confidential information relating to Mondel\u0113z International or any other Borrower to any other Person without the consent of Mondel\u0113z International, other than (a)\u00a0to such Agent\u2019s or such Lender\u2019s affiliates and its and their officers, directors, employees, agents, advisors, insurers and re-insurers, rating agencies, market data collectors, credit insurance providers, any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement and, as contemplated by Section\u00a09.07(f), to actual or prospective assignees and participants, and then, in each such case, only on a confidential basis; provided , however , that such actual or prospective assignee or participant shall have been made aware of this Section\u00a09.12 and shall have agreed to be bound by its provisions as if it were a party to this Agreement, (b)\u00a0as required by any law, rule or regulation or judicial process, (c)\u00a0as requested or required by any state, federal or foreign authority or examiner regulating banks or banking or other financial institutions, including in connection with the creation of security interests as contemplated by Section\u00a09.07(g) and (d)\u00a0in connection with enforcing or administering this Agreement."], "obj_label": "Confidentiality", "id": "c277ff4a-738f-4e7f-ad2d-c14a7c6d88e1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Agent and each Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound practices of comparable commercial finance companies, any non-public information supplied to it by the Loan Parties pursuant to this Agreement or the other Loan Documents (and which at the time is not, and does not thereafter become, publicly available or available to such Person from another source not known to be subject to a confidentiality obligation to such Person not to disclose such information), provided that nothing herein shall limit the disclosure by any Agent or any Lender of any such information (i) to its Affiliates and to its and its Affiliates\u2019 respective equityholders (including, without limitation, investors and/or partners), directors, officers, employees, agents, trustees, counsel, 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 in accordance with this Section 12.19); (ii) to any other party hereto; (iii)\u00a0to any assignee or participant (or prospective assignee or participant) or any party to a Securitization so long as such assignee or participant (or prospective assignee or participant) or party to a Securitization first agrees, in writing, to be bound by confidentiality provisions similar in substance to this Section 12.19; (iv)\u00a0to the extent required by any Requirement of Law or judicial process or as otherwise requested by any Governmental Authority; (v)\u00a0to the National Association of Insurance Commissioners or any similar organization, any examiner, auditor or accountant or any nationally recognized rating agency or otherwise to the extent consisting of general portfolio information that does not identify Loan Parties; (vi)\u00a0in connection with any litigation to which any Agent or any Lender is a party; (vii) 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; or (viii) with the consent of the Administrative Borrower."], "obj_label": "Confidentiality", "id": "fab6babf-2cf6-482f-978b-1f0cf2719921", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the Employment Period and thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, you shall not, without the written consent of a person duly authorized by the Bank, disclose to any person (other than your personal attorney, or an employee of the Bank or an Affiliate, or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by you of your duties as an employee of the Bank) or utilize in conducting a business any Confidential Information obtained by you while in the employ of the Bank, unless such information has become a matter of public knowledge at the time of such disclosure."], "obj_label": "Confidentiality", "id": "5bdd5fee-a0eb-4fac-9c4a-41b37c195dff", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party shall keep confidential the terms and provisions of this Agreement. The foregoing shall not preclude any party from disclosing such information if compelled to disclose the same by judicial, regulatory or administrative process or applicable stock exchange listing requirements or by other requirements of any applicable law. If any party is requested or required to disclose any such information, such party shall promptly notify the other parties of any such request or requirement so the other parties may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 14 . Furthermore, each party may disclose the terms and provisions of this Agreements to its members, directors, officers, employees, lenders and legal and financial advisors, and other professionals and consultants who need to know such information in order to effectuate the terms and provisions of this Agreement; provided that with respect to any such third party that is provided such information or materials, such person(s) are informed of the confidentiality requirements of this Agreement and their duty to comply with them."], "obj_label": "Confidentiality", "id": "e5765794-85c9-4003-9e2f-cc879f74a464", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring and after the Employment Term, Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates all secret or confidential information, knowledge or data relating to the Company and its affiliates, and their respective businesses, including any confidential information as to customers of the Company and its affiliates, (i) obtained by Executive during his employment by the Company and its affiliates and (ii) not otherwise public knowledge or known within the applicable industry (other than by acts by Executive in violation of this Agreement). Executive shall not, without prior written consent of the Company, unless compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, he shall promptly notify the Company of any such order and he shall cooperate fully with the Company in protecting such information to the extent possible under applicable law."], "obj_label": "Confidentiality", "id": "54930fc5-1caa-4bca-808e-9503eb31eacf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party shall treat as confidential and shall not make available or disclose any information or material of the other Party that is or has been (a)\u00a0disclosed by such other Party under or in connection with this Agreement, whether orally, electronically, in writing or otherwise, including copies or (b)\u00a0learned or acquired by the other Party in connection with this Agreement (collectively, \u201c Confidential Material \u201d) to any person, or make or permit any use of such Confidential Material without the prior written consent of the other Party. (The Party disclosing such information or materials, the \u201c Disclosing Party \u201d; the Party receiving such information or materials, the \u201c Receiving Party \u201d). Notwithstanding the foregoing, Confidential Material may be disclosed to personnel and third party contractors of the Receiving Party who need to know such information for purposes of performing the Receiving Party\u2019s obligations under this Agreement and who are informed of their obligation to hold such information confidential to the same extent as is applicable to the Receiving Party and in respect of whose failure to comply with such obligation the Receiving Party will be responsible. The provisions of this Section \u00a05.2 shall not apply to any Confidential Material which: (i)\u00a0is or becomes commonly known within the public domain other than as a result of a disclosure by the Receiving Party in breach of this Agreement; (ii)\u00a0is obtained from a third party who is lawfully authorized to disclose such information free from any obligation of confidentiality to the Disclosing Party; or (iii)\u00a0is independently developed by the Receiving Party without use of or reference to any Confidential Material. Notwithstanding any other provision of this Agreement, if the Receiving Party or any of its Representatives is (A)\u00a0compelled in any legal process or proceeding to disclose any Confidential Material of the Disclosing Party or (B)\u00a0requested or required by any governmental entity to disclose any Confidential Material, the Receiving Party shall, to the extent not prohibited by law or rule, promptly notify the Disclosing Party in writing of such request or requirement so that the Disclosing Party may seek an appropriate protective order and/or waive in writing the Receiving Party\u2019s compliance with the provisions of this Section \u00a05.2 . If, in the absence of a protective order or the receipt of a waiver hereunder, the Receiving Party is nonetheless compelled to disclose Confidential Material of the Disclosing Party, the Receiving Party, after written notice to the Disclosing Party (to the extent not prohibited by law or rule), may disclose such Confidential Material only to the extent so required by applicable law. Each Party shall exercise reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Material so disclosed."], "obj_label": "Confidentiality", "id": "87080502-cd66-45e2-8d46-f0a24704d386", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Lenders and each of the Agents agrees that it shall maintain in confidence any information relating to any Loan Party and any Subsidiary furnished to it by or on behalf of such Loan Party or any Subsidiary (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender or such Agent without violating this Section\u00a010.16 or (c) was available to such Lender or such Agent from a third party having, to such person\u2019s knowledge, no obligations of confidentiality to such Loan Party or any other Subsidiary) and shall not reveal the same other than to its Related Parties with a need to know 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\u00a010.16), except: (A) to 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) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the Financial Industry Regulatory Authority, (C) to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section\u00a010.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section\u00a010.04(e) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (or any of its Related Parties) (so long as such person shall have been instructed to keep the same confidential in accordance with this Section\u00a010.16), (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\u00a010.16) and (G) to any credit insurance provider relating to the Borrower and their obligations (so long as such person shall have been instructed to keep the same confidential in accordance with this Section\u00a010.16). In addition, each Agent and each Lender may disclose the existence of this Agreement and customary information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Loan Documents."], "obj_label": "Confidentiality", "id": "eabd1acc-0bde-4116-8c0e-3293fe30a782", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, the Borrowers and any Subsidiary furnished to it by or on behalf of Holdings, the Borrowers or any Subsidiary (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section\u00a09.16 or (c) was 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 Borrowers 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\u00a09.16), except:\u00a0 (A) to 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) as part of normal 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, Inc., (C) to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section\u00a09.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledge under Section\u00a09.04(d) or 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) with the consent of the Company, (G) on a confidential basis to market data collectors, any rating agency or the CUSIP Bureau when required by it and (H) 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\u00a09.16)."], "obj_label": "Confidentiality", "id": "6dce97b9-0f60-4523-ab6b-8a9b08a85980", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou will not discuss or disclose the existence of, negotiations concerning, or contents of this Agreement, or in any way characterize this Agreement or its terms. However, you may discuss or disclose information about this Agreement and negotiations concerning it to an immediate family member (e.g., spouse, parent(s), child(ren) or sibling(s)) or person providing professional guidance while the Agreement is being negotiated, if, and only if, those persons agree not to disclose the existence or terms of the Agreement. You may also disclose information about this Agreement as necessary to enforce an alleged breach of it. If asked whether you received a severance payment or agreement, you will state only that it was a friendly separation."], "obj_label": "Confidentiality", "id": "6c38230e-5a17-42e7-96a4-6c9433d12444", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis letter shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Equity Investor; provided , that no such written consent shall be required for disclosures by Parent to (i) the Company and the Other Equity Investors so long as the Company and the Other Equity Investors, as the case may be, agree to keep such information confidential on terms substantially as restrictive as the terms contained in this Section 9 or (ii) its Affiliates and Representatives who agree to keep such information confidential on terms substantially as restrictive as the terms contained in this Section 9 ; provided , further , that any party hereto may disclose the existence or content of this letter to the extent required by any applicable Law or the rules of any self-regulatory organization or securities exchange."], "obj_label": "Confidentiality", "id": "da0832b3-4882-4e3c-8e15-2b9ca4e8ef35", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Administrative Agent and the Lenders agree to 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 hereto; (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, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or actual or prospective counterparty to any swap or derivative transaction relating to the Borrower; (g)\u00a0with the consent of the Borrower; or (h)\u00a0to the extent such Information (x)\u00a0becomes publicly available other than as a result of a breach of this Section, or (y)\u00a0becomes available to any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower."], "obj_label": "Confidentiality", "id": "3aa03144-a1dc-4c8e-bf4e-7507e12af613", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn consideration of the compensation and other items of benefit provided for in this Agreement, Executive agrees not to, at any time, either during the Term of Employment or thereafter, divulge, post, use, publish, or in any other manner reveal, directly or indirectly, to any person, firm, corporation or any other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except (i)\u00a0as may be reasonably necessary to the performance of Executive\u2019s duties hereunder, (ii)\u00a0with the express written consent of the Board or the Company\u2019s General Counsel, (iii)\u00a0to the extent that any such information is in or becomes in the public domain other than as a result of Executive\u2019s breach of any of obligations hereunder, or (iv)\u00a0where required to be disclosed by court order, subpoena or other government process (including but not limited to disclosure(s) required by any gaming regulatory authority) and in such event, provided, that, Executive notifies the Company in writing in accordance with Section\u00a017 below within three (3)\u00a0days of receiving such order, subpoena, or process, cooperates with the Company in seeking an appropriate protective order and in attempting to keep such information confidential to the maximum extent possible. Upon termination of employment or request of the Company, Executive agrees to promptly deliver to the Company the originals and all copies, in whatever medium, of all such Confidential Information in Executive\u2019s possession, custody or control."], "obj_label": "Confidentiality", "id": "5550c452-a0b2-4489-966e-c12d1eb284d6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGallagher reaffirms and agrees to observe and abide by the \u201cAgreement Relating to Patents, Copyrights, Inventions, Confidentiality and Proprietary Information\u201d entered into between Gallagher and the Company and any and all amendments and supplements thereto, and surviving Section 5 of the Employment Agreement (collectively, the \u201cConfidentiality Agreement\u201d). For the avoidance of doubt, Confidential Information thereunder includes, without limitation, information or materials regarding the Company\u2019s plans, strategies, governance or operations, including any discussions or deliberations relating thereto."], "obj_label": "Confidentiality", "id": "c47ee9a5-289e-49fc-a6da-ee98ffb367b0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther than consummating the transactions contemplated hereunder, Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with Investor, 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 Investor first received a term sheet (written or oral) as of 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.\u00a0Other than to other Persons party to this Agreement, Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction)."], "obj_label": "Confidentiality", "id": "ca3940e7-96a6-4f7c-b626-a4ed1f647bf9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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.\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 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in 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 4.4, (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 or duty not to trade in the securities of the Company to the Company or its Subsidiaries, VIEs or VIE Subsidiaries after the issuance of the initial press release as described in Section 4.4.\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."], "obj_label": "Confidentiality", "id": "90c34034-e28f-4f22-90c7-5e3c7907e545", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll information (other than periodic reports filed by any Co-Borrower with the Securities and Exchange Commission) disclosed by any Co-Borrower to Collateral Agent or Lender in writing or through inspection pursuant to this Agreement 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, any Co-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 the creditworthiness of any Co-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 any Co-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."], "obj_label": "Confidentiality", "id": "e0cbafcd-e4fe-4301-b251-93afb86b75cb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties shall keep the terms and provisions of this Agreement confidential, and shall not disclose or discuss any of the terms of this Agreement to or with other persons or entities except as required by law or in order to enforce the terms of this Agreement, and, as to Employee, to the Employee\u2019s counsel, family, and tax and financial planning advisors."], "obj_label": "Confidentiality", "id": "9de4e887-6557-49cb-9f76-990abdf54c8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive recognizes and acknowledges that the Proprietary Information (as defined in below) is a valuable, special and unique asset of the business of the Company and its affiliates.\u00a0\u00a0As a result, both during the Term and thereafter, the Executive will not, without the prior written consent of the Company, for any reason divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company and its affiliates, any Proprietary Information.\u00a0\u00a0Notwithstanding the foregoing, if the Executive is compelled to disclose Proprietary Information by court order or other legal or regulatory process, to the extent permitted by applicable law, he shall promptly so notify the Company so that it may seek a protective order or other assurance that confidential treatment of such Proprietary Information shall be afforded, and the Executive shall reasonably cooperate with the Company and its affiliates in connection therewith.\u00a0\u00a0If the Executive is so obligated by court order or other legal process to disclose Proprietary Information it will disclose only the minimum amount of such Proprietary Information as is necessary for the Executive to comply with such court order or other legal process."], "obj_label": "Confidentiality", "id": "546d701b-7cf3-4ec3-adc1-ca492866d683", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring Employee\u2019s employment and after termination thereof, for any reason, Employee agrees that Employee will not, directly or indirectly, in one or a series of transactions, disclose to any person, or use or otherwise exploit for Employee\u2019s own benefit or for the benefit of anyone other than the Company or any of its Affiliates any Confidential Information (as hereinafter defined), whether prepared by Employee or not; provided, however, that during the term of Employee\u2019s employment, any Confidential Information may be disclosed (i) to officers, representatives, employees and agents of the Company and its Affiliates who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the business, and (ii) in good faith by Employee in connection with the performance of Employee\u2019s job duties to persons who are authorized to receive such information by the Company or its Affiliates. Employee shall have no obligation to keep confidential any Confidential Information, if and to the extent disclosure of any such information is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Employee shall provide the Company with prompt notice of such requirement, prior to making any disclosure, so that it may seek an appropriate protective order."], "obj_label": "Confidentiality", "id": "9906b451-0570-41b4-9bdd-56630d076261", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parties understand and acknowledge that this Agreement may be disclosed and filed with the Bankruptcy Court as an exhibit to the Disclosure Statement and included in the Solicitation Materials, provided that in such disclosure the executed signature pages\u00a0to this Agreement shall be redacted and no individual holdings information shall be included, except as may be required by law.\u00a0 The Company Parties shall not disclose to any person the amount or percentage of Claims held by any individual Consenting Noteholder, except as may be required by law.\u00a0 If in either case such disclosure is required by law, the Company Parties shall provide each Consenting Noteholder with advanced notice of the intent to disclose and shall afford each Consenting Noteholder a reasonable opportunity to (i)\u00a0seek a protective order or other appropriate remedy or (ii)\u00a0review and comment upon any such disclosure prior to the Company Parties making such disclosure."], "obj_label": "Confidentiality", "id": "b005c19a-daa5-4e98-85f9-37bab8664d5a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee agrees not to disclose the contents of the provisions of this Agreement, its terms or conditions or the circumstances that resulted in or followed Employee\u2019s separation from employment, to any party, excluding immediate family, except as required by law or as is reasonably necessary for purposes of securing counsel from Employee\u2019s attorney, accountant or financial adviser. In the event of any violation of this provision or Section 3, either party may seek all appropriate legal and equitable relief. Nothing in this Section\u00a06 is intended to impose restrictions on either party beyond those that are permitted by law."], "obj_label": "Confidentiality", "id": "79d1585c-cf29-456d-8689-371e28e418be", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou hereby agree to keep confidential the existence of, and any information concerning, a dispute described in this Section\u00a010, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute)."], "obj_label": "Confidentiality", "id": "f4e71cf8-4840-4ccb-a3a6-7556a7299e0d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSellers agree to keep the terms of this Agreement (\u201c Agreement-Related Information \u201d) in the strictest confidence and not reveal, unless legally compelled to do so, any Agreement-Related Information to any persons except its legal counsel and its financial advisors, and to them only provided that they first agree, for the benefit of Company, to keep Agreement-Related Information confidential. Nothing in this Section\u00a0shall be construed to prevent Sellers from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Company with advance written notice and a reasonable opportunity to contest such subpoena or court order. Notwithstanding the foregoing, Company shall file this Agreement publicly with applicable regulatory authorities if required by applicable securities laws."], "obj_label": "Confidentiality", "id": "767216f5-7b98-4478-9e9c-a3b525d11126", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Administrative Agent nor any Lender Party shall disclose any Confidential Information to any Person without the consent of the Borrower, other than (a)\u00a0to such Agent\u2019s or such Lender Party\u2019s Affiliates and their officers, directors, employees, agents, advisors and auditors, in each case, on a need-to-know basis, and to actual or prospective Eligible Assignees and participants (excluding Excluded Persons), and in each case, then only to the extent that each such person shall have been instructed to keep the same confidential in accordance with this Section 9.10, (b)\u00a0as required by any law, rule or regulation or judicial process (in which case the Administrative Agent or such Lender Party (as applicable) agrees to inform the Borrower thereof prior to such disclosure to the extent practicable and not prohibited by law, rule or regulation), (c)\u00a0as requested or required by any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory authority) regulating such Lender Party (in which case such Lender Party agrees to inform the Borrower promptly thereof prior to such disclosure to the extent practicable and not prohibited by law, rule or regulation and except with respect to any audit or examination covered by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority), (d) to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information received by it from such Lender Party, provided , further , that notwithstanding anything to the contrary in this Section 9.10, any such disclosure pursuant to this subsection (d) shall require the consent of the Borrower, (e) in connection with the exercise of any right or remedy under this Agreement or any other Loan Document or (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 agrees to be bound by the provisions of this Section 9.10)."], "obj_label": "Confidentiality", "id": "8a974bd9-e0ea-4593-8505-afd9c909b44e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 on the date when this Agreement is publicly disclosed by the Company. The Purchaser also covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, the Purchaser will maintain the confidentiality of the existence and terms of this transaction."], "obj_label": "Confidentiality", "id": "8e35a2c7-5d72-41e3-a709-9dcf1a573458", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of the Bank, as it may exist from time to time, are valuable, special and unique assets of the business of the Bank. Executive will not, during or after the term of Executive\u2019s employment, disclose any knowledge of the past, present, planned or considered business activities or any other similar proprietary information of the Bank to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by the Board of Trustees or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank. Further, Executive may disclose information regarding the business activities of the Bank to any bank regulator having regulatory jurisdiction over the activities of the Bank pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Bank will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or any other similar proprietary information, or from rendering any services to any person, firm, corporation, or other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank from pursuing any other remedies available to the Bank for such breach or threatened breach, including the recovery of damages from Executive."], "obj_label": "Confidentiality", "id": "6b816d23-35cd-4021-93df-b4c0923482b2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 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 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 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 4.6.\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."], "obj_label": "Confidentiality", "id": "75ac4333-c598-4cd5-b7c7-fa6f3ec97849", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee 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 Employee\u2019s immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Employee\u2019s counsel, 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 Employee will not publicize, directly or indirectly, any Separation Information."], "obj_label": "Confidentiality", "id": "b0117ce9-6a0c-4a71-97a7-c855d1832048", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the course of Employee\u2019s continued employment with the Company and in order to assist Employee with the performance of Employee\u2019s duties on behalf of the Company Group hereunder, the Company will provide Employee with, Employee will develop on the Company\u2019s behalf, and Employee will have access to, Confidential Information (as defined below). In consideration of Employee\u2019s receipt, development, and access to such Confidential Information, and as a condition of Employee\u2019s employment, Employee shall comply with this Section \u00a09 ."], "obj_label": "Confidentiality", "id": "207bf693-2e52-4ff0-bb34-c56cd7b0a6de", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Guarantee and any information disclosed under this Guarantee shall be governed under the Confidentiality Agreement. This Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of Guarantor and the Guaranteed Party; provided that no such written consent will be required (and the Guaranteed Party and its Affiliates will be free to release such information) for disclosures to employees, agents, legal, financial, accounting or other advisors or representatives on a confidential basis; provided , that the Guarantor, Parent, Merger Sub and Guaranteed Party may disclose or use such information and this Guarantee to the extent required by Law, the applicable rules of any national securities exchange or in connection with any SEC filings relating to the transactions contemplated by the Merger Agreement."], "obj_label": "Confidentiality", "id": "458539bd-fe8a-4c84-97a1-3e25f7310c81", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLandlord and Tenant acknowledge that the costs of designing and performing Landlord\u2019s Work (including, without limitation, all soft and hard costs) shall be at Landlord\u2019s sole cost and expense. Notwithstanding the foregoing, any costs relating to the performance of Landlord\u2019s Work related to Change Orders (as hereinafter defined) shall be Tenant\u2019s responsibility. For the avoidance of doubt, Landlord and Tenant acknowledge that it is the parties intention that the total cost for which Landlord is responsible for the Landlord\u2019s Work for Phase Two shall be the same approximate cost on a per square foot basis as Landlord\u2019s Work being completed for Phase One."], "obj_label": "Costs", "id": "0e8dbcac-2e80-4cf6-bd15-5b106fb98508", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Subject to the terms of the Credit Agreement, the Owner shall pay to the Mortgagee on demand all documented reasonable expenses (including legal fees, fees of insurance advisers, printing, out-of-pocket expenses, stamp duties, registration fees and other duties or charges) together with any value added tax or similar tax payable in respect thereof incurred by the Mortgagee in connection with (i) the exercise or enforcement of, or preservation of any rights under, this Mortgage, or otherwise in respect of the Secured Obligations and the security therefor or (ii)\u00a0the preparation, completion, execution or registration of this Mortgage."], "obj_label": "Costs", "id": "73bbebb6-af00-4173-8794-7693dcba9871", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as provided in Section\u00a08.1, all costs, including without limitation attorneys\u2019 fees, incurred by LICENSEE for preparing, filing, prosecuting, copying LICENSOR, and maintaining and defending the Licensed Patents, whether incurred prior to or after the Effective Date, shall be borne by LICENSEE. The costs of all oppositions initiated or defended by LICENSEE shall be considered prosecution expenses and also shall be borne by LICENSEE."], "obj_label": "Costs", "id": "6771c064-fd03-43b3-b556-4eb08195c9b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Tenant requests the consent of Landlord under any provision of this Lease for any act that Tenant proposes to do hereunder, including, without limitation, assignment or subletting of the Premises, Tenant shall, as a condition to doing any such act and the receipt of such consent, reimburse Landlord promptly for any and all reasonable costs and expenses incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys\u2019 fees."], "obj_label": "Costs", "id": "9c22167e-ae15-4924-990e-c1c400b3ef97", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe foregoing indemnity and hold harmless agreement shall include indemnity for all costs, expenses and liabilities (including, without limitation, attorneys\u2019 fees and disbursements) incurred by the Landlord Parties in connection with any such claim or any action or proceeding brought thereon, and the defense thereof. In addition, in the event that any action or proceeding shall be brought against one or more Landlord Parties by reason of any such claim, Tenant, upon request from the Landlord Party, shall resist and defend such action or proceeding on behalf of the Landlord Party by counsel appointed by Tenant\u2019s insurer (if such claim is covered by insurance without reservation) or otherwise by counsel reasonably satisfactory to the Landlord Party. The Landlord Parties shall not be bound by any compromise or settlement of any such claim, action or proceeding without the prior written consent of such Landlord Parties."], "obj_label": "Costs", "id": "af4520ef-3289-4143-a213-937c3ee9e889", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise specifically set forth in Section 3.02 of the Lease, Tenant shall pay all costs and expenses (collectively, the \" Work Costs \") associated with Tenant's Work, when and as incurred.\u00a0\u00a0Said Work Costs shall include, without limitation, all costs for permits, approvals, authorizations, licenses, inspections, space planners, contractors, architects, engineers, utility connections, labor, materials, bonds, certificates of occupancy, insurance, taxes and any structural or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any mechanical, electrical, plumbing or other systems and equipment required as a result of the layout, design or construction of Tenant's Work."], "obj_label": "Costs", "id": "357a5c24-ac32-486d-8076-aa9c5d63daf8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to Landlord\u2019s rights under Sections 12.2 and 14.2 , if either party shall bring an action to recover any sum due hereunder, or for any breach hereunder, and shall obtain a judgment or decree in its favor, the court may award to such prevailing party its reasonable costs and reasonable attorney\u2019s fees, specifically including reasonable attorney\u2019s fees incurred in connection with any appeals (whether or not taxable as such by law). Landlord shall also be entitled to recover its reasonable attorney\u2019s fees and costs incurred in any bankruptcy action filed by or against Tenant, including, without limitation, those incurred in seeking relief from the automatic stay, in dealing with the assumption or rejection of this Lease, in any adversary proceeding, and in the preparation and filing of any proof of claim."], "obj_label": "Costs", "id": "258c3a37-52ad-4eaa-a1e4-ca813496ca7d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to the exceptions set forth in Section 10, all reasonable costs and expenses incurred by the Indemnitee, including attorneys\u2019 fees, retainers and advances of disbursements required of the Indemnitee, in defending a Proceeding shall be paid by FHLBank in advance of the final disposition of such Proceeding at the request of the Indemnitee within 30\u00a0days after the receipt by FHLBank of a statement or statements from the Indemnitee requesting such advance or advances from time to time. The Indemnitee\u2019s entitlement to such costs and expenses shall include those costs and expenses incurred in connection with any proceeding by the Indemnitee seeking adjudication pursuant to this Agreement. Such statement or statements shall reasonably evidence the costs and expenses incurred by the Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled to be indemnified against such costs and expenses by FHLBank as provided by this Agreement or otherwise."], "obj_label": "Costs", "id": "78bc469f-480b-479a-9695-3f01d736bf20", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf either Party breaches any terms of this Agreement or the post-termination obligations articulated in it, to the extent authorized by New York law, the prevailing Party will be responsible for payment of all reasonable attorneys\u2019 fees and costs that Company incurred in the course of enforcing the terms of the Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts."], "obj_label": "Costs", "id": "d2c06b37-714f-4d9f-99b0-6fdb19ee919b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe terms and provisions of the Plan (a copy of which will be furnished to the Employee upon written request to the Office of the Secretary, Philip Morris International Inc., 120 Park Avenue, New York, New York 10017) are incorporated herein by reference. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan. This Award shall be treated as an Incentive Award for purposes of the Plan."], "obj_label": "Definitions", "id": "c7f7cc52-4488-43bd-8d32-d9c57af8b0cd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 2019-1, 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."], "obj_label": "Definitions", "id": "fd0b673e-be68-4809-8323-a9f9d90ee47f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhen a reference is made in this Warrant to a Section or Exhibit such reference shall be to a Section or Exhibit of this Warrant unless otherwise indicated. The headings contained in this Warrant or in any Exhibit are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Warrant. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Warrant as if set forth herein. The word \u201cincluding\u201d and words of similar import when used in this Agreement will mean \u201cincluding, without limitation,\u201d unless otherwise specified."], "obj_label": "Definitions", "id": "d9ac9b61-12ad-47e2-8460-7ea61ac5f04f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless otherwise specified herein, each term used herein that is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to \u201chereof,\u201d \u201chereto,\u201d \u201chereunder,\u201d \u201cherein\u201d and \u201chereby\u201d and each other similar reference, and each reference to \u201cthis Agreement\u201d and each other similar reference, contained in the Agreement shall from and after the date hereof refer to the Agreement as amended hereby. Except as amended hereby, all terms and provisions of the Agreement shall continue unmodified and remain in full force and effect."], "obj_label": "Definitions", "id": "f06aba3f-2dca-4bfe-a66e-72842403ead6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe rules\u00a0of construction set forth in Annex A shall apply to this Royalty Right Agreement and are hereby incorporated by reference into this Royalty Right Agreement as if set forth fully in this Royalty Right Agreement.\u00a0 Capitalized terms used but not otherwise defined in this Royalty Right Agreement shall have the respective meanings given to such terms in Annex A , which is hereby incorporated by reference into this Royalty Right Agreement as if set forth fully in this Royalty Right Agreement."], "obj_label": "Definitions", "id": "f09c4cca-3608-4f9a-83f7-9dda96010016", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a)\u00a0interpret the Plan, (b)\u00a0prescribe, amend and rescind rules and regulations relating to the Plan, and (c)\u00a0make all other determinations deemed necessary or advisable for the administration of the Plan. To the extent that Participant has entered into any other agreements with the Company or its affiliates which contain any provisions of the type contained within Section 9 of this agreement, those other provisions shall remain in full force and effect and the Protective Covenants in this Agreement shall be enforceable only if those other provisions are declared invalid and/or unenforceable by a court or the Company states in writing its intent not to enforce one or more of those other provisions. Subsections 9(e) and 9(f) of this agreement shall not be applicable to Participants who reside or work primarily in California."], "obj_label": "Definitions", "id": "cc630714-2aa7-443b-880a-d60733f971d7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Except as expressly provided in this Agreement, capitalized terms used herein will have the meaning ascribed to such terms in the Plan."], "obj_label": "Definitions", "id": "f12d0f2e-6086-479d-a6d7-f24554adf567", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement is subject in all respects to the terms of the Plan. Terms used herein which are defined in the Plan shall have the respective meanings ascribed to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee, and such determination shall be final and conclusive upon all parties in interest."], "obj_label": "Definitions", "id": "7dde753f-990d-41c9-8a0b-2b262adbc842", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless a clear contrary intention appears: (i) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (ii) reference to any Person includes such Person\u2019s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) \u201chereunder,\u201d \u201chereof,\u201d \u201chereto,\u201d and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (vii) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (viii) \u201cincluding\u201d (and with correlative meaning \u201cinclude\u201d) means including without limiting the generality of any description preceding such term; (ix) \u201cor\u201d is used in the inclusive sense of \u201cand/or\u201d; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars."], "obj_label": "Definitions", "id": "506ce67a-b53e-4ada-8704-be46ab75b604", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0Unless otherwise defined herein, terms defined in the Second Amended and Restated Credit Agreement and used herein shall have the meanings given to them in the Second Amended and Restated Credit Agreement, and the following terms are used herein as defined in the New York UCC (and if defined in more than one Article\u00a0of the New York UCC, shall have the meaning given in Article\u00a09 thereof):\u00a0 Accounts, Bank, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Commodity Intermediary, Documents, Electronic Chattel Paper, Equipment, Fixtures, General Intangibles, Goods,\u00a0Instruments,\u00a0Inventory, Letter-of-Credit Rights, Securities Accounts,\u00a0 Securities Entitlement, Supporting Obligations and Uncertificated Security; provided that none of the foregoing New York UCC terms shall be deemed to include Excluded Assets.\u00a0 All references herein to provisions of the Uniform Commercial Code shall include all successor provisions under any subsequent version or amendment to any Article\u00a0of the Uniform Commercial Code."], "obj_label": "Definitions", "id": "1d872c67-d6d2-4bc0-9949-b86039ee0759", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs used in this Lease and when required by context, each number (singular or plural) shall include all numbers, and each gender shall include all genders. Time is and shall be of essence of each term and provision of this Lease. The term \u201cperson\u201d as used herein means person, firm, association or corporation, as the case may be. If Tenant is more than one person, all agreements, conditions, obligations, covenants, warrants of attorney, waivers and releases made by Tenant shall be joint and several, and shall bind and affect all persons who are defined as \u201cTenant\u201d herein."], "obj_label": "Definitions", "id": "569827a8-4d42-4e7b-b59a-2ba43d5f3a47", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless otherwise defined herein, capitalized terms which are defined in the Master Refinancing Agreement and used herein are so used as so defined. As used herein, the following terms shall have the following meanings (all terms defined in this Section\u00a01 or in other provisions of this Agreement in the singular to have the same meanings when used in the plural and vice versa )."], "obj_label": "Definitions", "id": "d50fddc2-643b-41c5-bd6d-888219257459", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the Employment Period (as defined in Section 4 ), the Company shall employ Executive, and Executive shall serve, as Vice President and Chief Financial Officer of the Company. During the Employment Period, Executive may also serve as the Chief Accounting Officer of the Company as part of his duties as Chief Financial Officer if so directed at any time by the Board or the Chief Executive Officer of the Company for no additional compensation. In the event that Executive is directed to also serve as the Company\u2019s Chief Accounting Officer, he shall serve in that capacity during the Employment Period after receiving such direction unless and until such time that he is notified by the Board or the Chief Executive Officer that he shall no longer serve as the Chief Accounting Officer as of a specified effective date, such as, for example and without limitation, the Company\u2019s decision to hire another employee to serve as its Chief Accounting Officer. Executive hereby understands, confirms and agrees that for all, or any part of, the Employment Period, Executive may also assume the role and duties as the Company\u2019s Chief Accounting Officer as a part of his duties as the Company\u2019s Chief Financial Officer if he is so directed hereunder. During the Employment Period, Executive shall also serve in the same positions of employment with AMR 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) ."], "obj_label": "Definitions", "id": "2fa7ad15-9619-4b14-baf4-fb075bb7f4bd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Administrator will have the power to interpret the Plan and this Option Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Option Agreement."], "obj_label": "Definitions", "id": "88798532-0d19-4ebc-aed2-9416bc788f90", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term \u201cor\u201d when used in this Agreement is not exclusive.\u00a0 The words \u201chereof,\u201d \u201cherein\u201d and \u201chereunder\u201d and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified.\u00a0 The headings in this Agreement are included for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of this Agreement.\u00a0 Whenever the words \u201cinclude,\u201d \u201cincludes\u201d or \u201cincluding\u201d are used in this Agreement, they will be deemed to be followed by the words \u201cwithout limitation.\u201d The phrases \u201cthe date of this Agreement,\u201d \u201cthe date hereof\u201d and terms of similar import, unless the context otherwise requires, will be deemed to refer to the date set forth in the first paragraph of this Agreement.\u00a0 The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms.\u00a0 All matters to be agreed to by any party hereto must be agreed to in writing by such party unless otherwise indicated herein.\u00a0 Except as otherwise specified herein, references to agreements, policies, standards, guidelines or instruments, or to statutes or regulations, are to such agreements, policies, standards, guidelines or instruments, or statutes or regulations, as amended or supplemented from time to time (or to successors thereto).\u00a0 All references herein to the Subsidiaries of a Person shall be deemed to include all direct and indirect Subsidiaries of such Person, unless otherwise indicated or the context otherwise requires.\u00a0 The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and the Certificate of Designation, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document."], "obj_label": "Definitions", "id": "5ef6b262-64cf-47ff-b507-8485f887d278", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions in this Memorandum are not intended to, and shall not, amend, modify, or alter the terms and provisions of the Lease or otherwise affect the agreements, responsibilities and obligations of the parties under the Lease.\u00a0\u00a0The provisions of this Memorandum shall not be used in interpreting the Lease.\u00a0\u00a0In the event of a conflict between the Lease and this Memorandum, the Lease shall control."], "obj_label": "Definitions", "id": "aea4f188-ed6c-4a22-8e81-fee0577561d1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) 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; (b)\u00a0the words \u201cdate hereof,\u201d when used in this Agreement, shall refer to the date set forth in the Preamble; (c)\u00a0the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (d)\u00a0the terms defined in the present tense have a comparable meaning when used in the past tense, and vice versa; (e)\u00a0any references herein to a specific Section or Article shall refer, respectively, to Sections or Articles of this Agreement; (f)\u00a0wherever the word \u201cinclude\u201d, \u201cincludes\u201d, or \u201cincluding\u201d is used in this Agreement, it shall be deemed to be followed by the words \u201cwithout limitation\u201d; (g)\u00a0references herein to any gender includes each other gender; (h)\u00a0the word \u201cor\u201d shall not be exclusive; (i)\u00a0the headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof; (j) any references herein to any Governmental Authority shall be deemed to also be a reference to any successor Governmental Authority thereto; and (k)\u00a0the 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."], "obj_label": "Definitions", "id": "75efb6d5-b766-4214-9a49-78aa18f2244d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nCapitalized terms used but not defined in this Agreement are defined in Appendix 1 to the 2019-A Exchange Note Supplement, dated as of February\u00a01, 2019 (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.\u00a0 References to the \u201c UCC \u201d mean the Uniform Commercial Code as in effect in the State of New York."], "obj_label": "Definitions", "id": "5f048d17-9952-48c8-8674-0297e80319f9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 (i)\u00a0the Series 2019-A Indenture Supplement, dated as of March\u00a013, 2019 (the \u201c Series 2019-A Indenture Supplement \u201d), by and among the Issuer and U.S. Bank National Association, as Indenture Trustee, or (ii)\u00a0if not defined in the Series 2019-A Indenture Supplement, the Amended and Restated Annex of Definitions, dated as of October\u00a015, 2003 (the \u201c Annex of Definitions \u201d)."], "obj_label": "Definitions", "id": "8c372391-def5-47ee-98f1-e94ac7dde5dc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against either you or the Company. By way of example and not in limitation, this Agreement shall not be construed against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement."], "obj_label": "Definitions", "id": "5878faaf-fc93-4ca7-9d7c-12ad7983b484", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 or be invalid under such 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 Agreement."], "obj_label": "Definitions", "id": "2d833eb3-f650-470b-bc1c-07630e620ba3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs used in this Deed of Trust unless the context clearly requires otherwise: The terms \u201c herein \u201d or \u201c hereunder \u201d and similar terms without reference to a particular section shall refer to the entire Deed of Trust and not just to the section in which such terms appear; the term \u201c Lien \u201d shall also mean a security interest, and the term \u201c security interest \u201d shall also mean a Lien."], "obj_label": "Definitions", "id": "9671cf78-5a6b-4ab8-9100-6d71f80786bc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless the context otherwise requires, as used in this Agreement: (a) \u201cor\u201d is not exclusive; (b) \u201cincluding\u201d and its variants mean \u201cincluding, without limitation\u201d and its variants; (c)\u00a0words defined in the singular have the parallel meaning in the plural and vice versa; (d) \u00a0words of one gender shall be construed to apply to each gender; and (e) \u00a0the terms \u201cArticle,\u201d \u201cSection\u201d and \u201cSchedule\u201d refer to the specified Article, Section or Schedule of or to this Agreement."], "obj_label": "Definitions", "id": "ed0bdf75-74c6-4059-9b9a-8e38ce13961b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFor purposes of this Agreement, (i) the words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d shall be deemed to be followed by the words \u201cwithout limitation,\u201d and (ii) the words \u201cherein\u201d, \u201chereof\u201d, \u201chereby\u201d, \u201chereto\u201d and \u201chereunder\u201d refer to this Agreement as a whole.\u00a0\u00a0Unless the context otherwise requires, references herein:\u00a0\u00a0(i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement; (ii) 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 by this Agreement; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.\u00a0\u00a0The 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.\u00a0\u00a0Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.\u00a0\u00a0This Agreement, the Buyer Ancillary Agreements and the Seller Ancillary Agreements 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."], "obj_label": "Definitions", "id": "7c037700-572b-4679-9f0d-a9ceb9d699d8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 2019-2, Santander Consumer, as Servicer, the Purchaser, as Seller, and Citibank, N.A., a national banking association, as Indenture Trustee, which also contains rules as to usage that are applicable herein."], "obj_label": "Definitions", "id": "72f2e712-3208-4314-9e2d-b06c6966cb89", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs used in this Agreement, the term \u201c Confidential Information \u201d includes all information furnished by or on behalf of Catalent or Client, their respective Affiliates or any of its or their respective Representatives (the \u201c Discloser \u201d), to the other party (the \u201c Recipient \u201d), its Affiliates or any of its or their respective Representatives, whether furnished before, on or after the Effective Date and furnished in any form, including written, verbal, visual, electronic or in any other media or manner and information acquired by observation or otherwise during any site visit at the other party\u2019s facility. Confidential Information includes all proprietary technologies, know-how, trade secrets, discoveries, inventions and any other intellectual property (whether or not patented), analyses, data, regulatory submission Information, compilations, business or technical information, strategies, or plan, samples, and other materials prepared or possessed by either party, their respective Affiliates, or any of its or their respective Representatives, containing or based in whole or in part on any information furnished by the Discloser, its Affiliates or any of its or their respective Representatives. Confidential Information also includes the existence of this Agreement and its terms. The manufacturing process parameters which are being provided to Catalent from Client, the Specifications and data resulting from performance of this Agreement by Catalent shall be considered Client\u2019s Confidential Information. Items and information for which ownership has been allocated to Client under the Development Agreement shall be deemed to be the Confidential Information of Client under this Agreement."], "obj_label": "Definitions", "id": "f4e85b45-3caf-440a-ac90-0fa2481f3cc0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the Plan (\u0430)\u00a0the words \u201cherein,\u201d \u201chereof\u201d and \u201chereunder\u201d refer to the Plan as \u0430 whole and not to any particular Article, Section or other subdivision, (b)\u00a0reference to any Article or Section, means such Article or Section hereof and (c)\u00a0the words \u201cincluding\u201d (and with correlative meaning \u201cinclude\u201d) means including, without limiting the generality of any description preceding such term. The Article and Section headings herein are for convenience only and shall not affect the construction hereof."], "obj_label": "Definitions", "id": "0ee054a2-a581-45f8-b811-663fe9ef3c72", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe titles and section headings set forth in this Agreement are for convenience only and shall not be considered as part of agreement of the parties hereto. When the context requires, the plural shall include the singular and the singular the plural, and any gender shall include all other genders or neuter. The words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d shall be deemed to be followed by the phrase \u201cwithout limitation.\u201d No provision of this Agreement shall be interpreted or construed against any party because such party or its counsel was the drafter thereof. Any reference to the DGCL or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned. Numbered or lettered articles, sections, and subsections herein contained refer to articles, sections, and subsections of this Agreement unless otherwise expressly stated."], "obj_label": "Definitions", "id": "08e6e526-5340-4376-be2a-ac5321590e3f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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) between the Issuer, the Servicer, Santander Drive Auto Receivables LLC and Wilmington Trust, National Association, as indenture trustee, which also contains rules as to usage that are applicable herein."], "obj_label": "Definitions", "id": "47a6a5fa-196a-4b0c-8861-96eed45becb9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe terms and provisions of the Plan (a copy of which will be furnished to the Employee upon written request to the Office of the Corporate Secretary, Altria Group, Inc., 6601 West Broad Street, Richmond, Virginia 23230) are incorporated herein by reference. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan."], "obj_label": "Definitions", "id": "eb2be9d0-5065-446b-8bc9-fde87197f54c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any restriction set forth in Section 6\u00a0\u00a0is 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."], "obj_label": "Definitions", "id": "dd19a4e7-df16-4ff3-be69-87be76bf2e08", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll headings in this Guaranty are for convenience of reference only, and are not intended to qualify the meaning of any provision of this Guaranty. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and the masculine shall include the feminine and neuter and vice versa. The word \u201cperson,\u201d as used herein, shall include any individual, company, firm, association, limited liability company, corporation, trust or other legal entity of any kind whatsoever. The words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d are not limiting."], "obj_label": "Definitions", "id": "a1711cab-c08f-4a4b-8981-7038470f50f8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFor the purposes of this Agreement, \u201c Inventions \u201d shall be deemed to mean all ideas, concepts, discoveries, inventions, developments, improvements, formulations, products, processes, know-how, designs, formulas, methods, developmental or experimental work, business processes, business strategies, operating procedures, clinical data, original works of authorship, software programs, software and systems documentation, trade secrets, technical data, or licenses to use (whether or not patentable or registrable under copyright or similar statutes), that are or were made, conceived, devised, invented, developed or reduced to practice or tangible medium by the Executive, either alone or jointly with others (a) during any period that the Executive is employed or engaged by the Company, whether or not during normal working hours or on the premises of the Company, which relate, directly or indirectly, to the business of the Company or its Affiliates or (b) which arise out of, or are incidental to, the Executive\u2019s employment or engagement by the Company."], "obj_label": "Definitions", "id": "faf0994a-474a-4a1d-9d08-abc0877f8f09", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Committee shall have the duty and authority to interpret and construe, in its sole discretion, the terms of the Plan in regard to all questions of eligibility, the status and rights of Participants, and the manner, time and amount of any payment under the Plan. The Committee or its representative shall decide any issues arising under this Plan, and the decision of the Committee shall be binding and conclusive on the Participants and the Company. Any variations from the Plan may be made only by the Committee in its sole discretion."], "obj_label": "Definitions", "id": "986a1b04-9586-43e7-9073-f9fee3aa4b1e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTitles 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.\u00a0 All references herein to a statute, agreement, instrument or other document shall be deemed to refer to such statute, agreement, instrument or other document as amended, supplemented, modified and restated from time to time.\u00a0\u00a0The word \u201cor\u201d as used herein is not exclusive and is deemed to have the meaning \u201cand/or.\u201d\u00a0\u00a0The words \u201cherein\u201d, \u201chereof\u201d, \u201chereunder\u201d and other compounds of the word \u201chere\u201d shall refer to the entire Agreement and not to any particular provision hereof.\u00a0\u00a0The 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\u00a0Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party hereto, whether under any rule of construction or otherwise.\u00a0\u00a0On 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."], "obj_label": "Definitions", "id": "1638fe24-f04d-4893-b880-805e246abf17", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d shall be deemed to be followed by the phrase \u201cwithout limitation.\u201d All references herein to Articles, Sections, Schedules and Exhibits shall be deemed references to Articles and Sections of, Schedules and Exhibits to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Unless the context otherwise requires, countries shall include territories. References to any specific Law or article, section or other division thereof, shall be deemed to include the then-current amendments or any replacement Law thereto."], "obj_label": "Definitions", "id": "6ba675eb-0dfb-4892-ac0a-6a2f55a8e9b6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nCapitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of April\u00a015, 2019, by and among the Issuing Entity, as issuer, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the \u201c Administrative Agent \u201d), NALL II, the Titling Trustee, the Delaware Trustee, the Owner Trustee, the Trust Agent and the Indenture Trustee."], "obj_label": "Definitions", "id": "28facecb-5d43-49d7-a37c-f31fdc1743ce", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWords importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms \u201cherein\u201d, \u201chereunder\u201d, \u201chereby\u201d, \u201chereto\u201d, \u201chereof' and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect."], "obj_label": "Definitions", "id": "051f2382-c031-4c97-9e5e-30a140283eb5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTerms not defined in this Agreement shall have the meanings assigned thereto in Appendix A 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 the Purchaser, as seller, Honda Auto Receivables 2019-1 Owner Trust, as Issuer, and the RPA Seller, as Servicer and Sponsor."], "obj_label": "Definitions", "id": "bb758c00-f05d-4cc6-ab0f-8513cb8a0560", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless otherwise defined or expressly given a different meaning in this Agreement, each capitalized term in this Agreement shall have the meaning given to it in The Progressive Corporation 2015 Equity Incentive Plan (the \u201cPlan\u201d). Financial and operational terms used in this Agreement (e.g., references to business lines, units or segments) are used consistently with the use of those terms in the Company\u2019s Form 10-K (including exhibits and other documents incorporated therein) for the fiscal year ended December 31, 2018 (the \u201cForm 10-K\u201d). It is understood that references herein to any performance results of the Company mean the applicable operating results of the Company and its Subsidiaries and Affiliates."], "obj_label": "Definitions", "id": "c392687e-38be-4955-96ae-00e38d698d05", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn connection with the Services to be performed hereunder, a Recipient may provide to a Provider information about it, the funds, accounts or clients to which such Recipient provides investment management or advisory services, as applicable, their investors or other third parties that is confidential or proprietary in nature (the \u201c Confidential Information \u201d), which may include, but is not limited to, information of a technical, administrative and/or financial nature relating to the business operations of such Recipient.\u00a0\u00a0The Recipient shall, except to the extent necessary for the Services, not disclose to the Provider Confidential Information about any issuer of securities to the public in the United States. Notwithstanding the foregoing, with respect to any Provider, Confidential Information shall not include information that: (a) has come into the public domain through no breach of this Article 5 by such Provider or any related Provider Representative; (b) is or becomes available to such Provider from any third party not known to be breaching an obligation of confidentiality to the Recipient; or (c) is independently developed by such Provider without reference to or use of the Confidential Information of the Recipient."], "obj_label": "Definitions", "id": "3fcc062a-8284-4cd0-a8b6-19d67c604f18", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 2019-1, Santander Consumer, as Servicer, the Purchaser, as Seller, and Wells Fargo Bank, National Association, a national banking association, as Indenture Trustee, which also contains rules as to usage that are applicable herein."], "obj_label": "Definitions", "id": "0e2e2423-006a-4f02-be97-53471ca2b4a5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Article and Section captions used herein are for reference purposes only, and do not in any way affect the meaning or interpretation of this Agreement. Unless expressly stated to be contrary, any reference herein to an Exhibit or Schedule will refer to an Exhibit or Schedule attached hereto, and any reference herein to a Section or Article will refer to a Section or Article hereof."], "obj_label": "Definitions", "id": "aeb00898-0f94-4181-81f0-8b5b360cbc62", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWords importing the singular form shall include the plural and vice versa. The terms \u201c\u201cherein,\u201d \u201chereunder,\u201d \u201chereby,\u201d \u201chereto,\u201d \u201chereof\u201d and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect."], "obj_label": "Definitions", "id": "8bd6b134-c59a-44c4-9cb0-10cf26a8a036", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs used in this Amendment, each of the terms defined in the opening paragraph and the Introduction 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. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Amendment, unless otherwise specified. Section 1.2 of the Credit Agreement is hereby incorporated by reference herein mutatis mutandis."], "obj_label": "Definitions", "id": "4d1108a6-e058-4fbb-9a60-6a8b5e648a2a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe headings and designated sections of this Agreement 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. The Parties have participated jointly in the negotiation 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 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."], "obj_label": "Definitions", "id": "486212a2-ef10-40f0-93a8-24d3bcc59f63", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless a clear contrary intention appears: (i) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (ii) reference to any Person includes such Person\u2019s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or the Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) \u201chereunder,\u201d \u201chereof,\u201d \u201chereto,\u201d and words of similar import shall be deemed references to the Agreement as a whole and not to any particular article, section or other provision hereof; (vii) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of the Agreement; (viii) \u201cincluding\u201d (and with correlative meaning \u201cinclude\u201d) means including without limiting the generality of any description preceding such term; (ix) \u201cor\u201d is used in the inclusive sense of \u201cand/or\u201d; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars."], "obj_label": "Definitions", "id": "3c175e0d-7aab-42f5-bb83-ca8056a3067e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix \u00a0A to the Sale Agreement, dated as of the date hereof (as amended, supplemented, or otherwise modified and in effect from time to time, the \u201c Sale Agreement \u201d), between the Issuer and Capital One Auto Receivables, LLC, which also contains rules as to usage that are applicable herein."], "obj_label": "Definitions", "id": "3f8fee1e-81e5-4027-b757-1135bcef86a1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nReferences made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 \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 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. Any agreement, instrument 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. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement."], "obj_label": "Definitions", "id": "47904e74-8aec-417e-8d6e-2779b9551fe7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhen a reference is made in this Agreement to a Section, such reference shall be to a Section\u00a0of this Agreement unless otherwise indicated.\u00a0 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 unless the context otherwise indicates.\u00a0 When a reference in this Agreement is made to a \u201cparty\u201d or \u201cparties,\u201d such reference shall be to a party or parties to this Agreement unless otherwise indicated or the context requires otherwise.\u00a0 Unless the context requires otherwise, the terms \u201chereof,\u201d \u201cherein,\u201d \u201chereby,\u201d \u201chereto\u201d, \u201chereunder\u201d and derivative or similar words in this Agreement refer to this entire Agreement.\u00a0 Unless the context requires otherwise, words in this Agreement using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other genders.\u00a0 References in this Agreement to \u201cdollars\u201d or \u201c$\u201d are to U.S. dollars.\u00a0 When a reference is made in this Agreement to a law, statute or legislation, such reference shall be to such law, statute or legislation as it may be amended, modified, extended or re-enacted from time to time (including any successor law, statute or legislation) and shall include any regulations promulgated thereunder from time to time.\u00a0 The headings used herein are for reference only and shall not affect the construction of this Agreement."], "obj_label": "Definitions", "id": "c2883f53-d3b0-413f-beac-35d8d31c8a49", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any restriction set forth in Section 7.1 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."], "obj_label": "Definitions", "id": "cee8c924-c9a8-466f-8c0b-0b44329175b7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever the word \u201cinclude,\u201d \u201cincludes,\u201d or \u201cincluding\u201d is used in this Lease, it is deemed to be followed by the words \u201cwithout limitation.\u201d The terms \u201cthis Lease,\u201d \u201chereof,\u201d \u201cherein,\u201d \u201chereby,\u201d \u201chereunder\u201d and similar expressions refer to this Lease as a whole and not to any particular section of this Lease unless the context otherwise requires. The word \u201cperson\u201d includes any individual, corporation, firm, association, partnership (general or limited), joint venture, limited liability company, trust, estate or other legal entity. The section and sub-section headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Lease. Whenever in this Lease provision is made for the doing of any act by any party, it is understood and agreed that said act shall be done by such party at its own cost and expense, unless a contrary intent is expressed."], "obj_label": "Definitions", "id": "26e126c0-d8ed-485d-a3aa-ae0de4d125b2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWords importing the singular form shall include the plural and vice versa. The terms \u201cherein,\u201d \u201chereunder,\u201d \u201chereby,\u201d \u201chereto,\u201d \u201chereof\u201d and any similar terms refer to this Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Agreement or affect its meaning, construction or effect."], "obj_label": "Definitions", "id": "33bda239-6814-4376-836a-d3a276d2fbc9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFor purposes hereof, terms, when used herein with initial capital letters, shall have the respective meanings given to them in the respective Sections set forth in the index of defined terms at the beginning of this Agreement. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement."], "obj_label": "Definitions", "id": "d28f88a9-2261-4353-8183-3d569504eeba", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhen a reference is made in this Amendment to a Section or Paragraph, such reference shall be to a Section or Paragraph\u00a0of this Amendment unless otherwise indicated.\u00a0 The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment.\u00a0 Whenever the words \u201cinclude\u201d, \u201cincludes\u201d or \u201cincluding\u201d are used in this Amendment, they shall be deemed to be followed by the words \u201cwithout limitation\u201d.\u00a0 The words \u201chereof\u201d, \u201cherein\u201d and \u201chereunder\u201d and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment."], "obj_label": "Definitions", "id": "7a6f0a21-ea66-4f1a-a733-287fb52fef25", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFor purposes of this Agreement, \u201c Change in Control \u201d shall be limited to the Corporation and defined as the occurrence of any of the following events: (a) a person or persons acting as a group, acquires (or has acquired during the 12-month period ending on the last acquisition) stock of the Corporation that together with stock held by such person or group constitutes more than 40% of the total voting power of the Corporation\u2019s stock; (b) the consummation of a merger or consolidation of the Corporation with any other corporation, if such merger or consolidation results in the outstanding voting securities of the Corporation immediately prior thereto representing 60% or less of the total outstanding voting securities of the surviving entity immediately after such merger or consolidation; (c) a majority of the members of the Corporation\u2019s Board of Directors (\u201c Board \u201d) are replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of such appointment or election; or (d) the acquisition, by a person or persons acting as a group, of the Corporation\u2019s assets that have a total gross fair market value equal to or exceeding 40% of the total gross fair market value of the Corporation\u2019s assets in a single transaction or within a 12-month period ending with the most recent acquisition. For purposes of this Section 11.1 , gross fair market value means the value of the Corporation\u2019s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. No trust department or designated beneficiary or other trustee of such trust department of the Corporation or a Subsidiary of the Corporation, or other similar fiduciary capacity of the Corporation with direct voting control of the stock shall be treated as a person or group within the meaning of subparagraph (a) hereof. Further, no profit sharing, employee stock ownership, employee stock purchase and savings, employee pension or other employee benefit plan of the Corporation or any of its Subsidiaries, and no trustee of any such plans in its capacity as such trustee, shall be treated as a person or group within the meaning of subparagraph (a) hereof."], "obj_label": "Definitions", "id": "ce46ff75-b944-420e-9acc-43c9f8fd1d3f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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) between the Issuer, the Servicer, Santander Drive Auto Receivables LLC and Citibank, N.A., as indenture trustee, which also contains rules as to usage that are applicable herein."], "obj_label": "Definitions", "id": "cd4ba197-9b22-4335-a96e-1bb700f8aab2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe descriptive headings of the paragraphs of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provisions of this. Agreement Words such as \u201cherein,\u201d \u201chereinafter,\u201d \u201chereof\u201d and \u201chereunder\u201d \u00a0when used in reference to this Agreement, 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 the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires. The word \u201cincluding\u201d shall not be restrictive and shall be interpreted as if followed by the words \u201cwithout limitation.\u201d In the event the time for performance of any obligation hereunder expires on a day that is not a business day, the time for performance shall be extended to the next business day."], "obj_label": "Definitions", "id": "9f796f39-9022-41b5-b9dd-7448d623c5b6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach provision of this Consulting Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Consulting Agreement is held to be prohibited by or 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 Consulting Agreement."], "obj_label": "Definitions", "id": "9c9ee535-ae01-4b66-aaab-b8718f8990e0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe recitals to this Agreement shall be taken into account in the construction or interpretation of this Agreement. The words \u201cinclude,\u201d \u201cincludes\u201d and \u201cincluding\u201d are deemed to be followed by the phrase \u201cwithout limitation.\u201d The captions or headings of the Sections and other subdivisions of this Agreement are inserted only as a matter of convenience or reference and have no effect on the meaning of the provisions of those Sections or subdivisions. If the provisions of this Agreement require judicial interpretation, the parties agree that the judicial body interpreting or construing the Agreement may not apply the assumption that the terms must be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party that itself or through its agents prepared the instrument."], "obj_label": "Definitions", "id": "50825201-a43c-441c-9cc1-5018e0863da9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of any conflict between the provisions of the Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control. Additionally, in the event of a conflict or ambiguity between the provisions of the Certificate or the Plan and the provisions of any employment agreement that is in effect and applicable to the Participant with respect to the Performance Share Units, the provisions of such employment agreement shall be deemed controlling to the extent such provisions are consistent with the provisions of the Plan and are more favorable to the Participant than the provisions of the Certificate."], "obj_label": "Definitions", "id": "36d4b2c3-8f62-4e77-8333-4cf452337543", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou acknowledge that the Compensation Committee has the authority to construe and interpret the terms of the Plan and this Agreement if and when any questions of meaning arise under the Plan or this Agreement, and any such construction or interpretation shall be binding on you, your heirs, executors, administrators, personal representatives and any other persons having or claiming to have an interest in the Units or Shares."], "obj_label": "Definitions", "id": "0b8994b4-8496-4947-9773-fdff9466df33", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nCapitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.\u00a0 The rules of interpretation set forth in Section 1.03 of the Original Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .\u00a0 As used herein, the term \u201c April 2019 Transactions \u201d means, collectively, (a) the execution, delivery and performance by each Loan Party of this Amendment, (b) the Borrowing of the Incremental Term B-3 Loans hereunder and the use of the proceeds thereof and (c) the payment of fees and expenses incurred in connection with the foregoing."], "obj_label": "Definitions", "id": "b3e347d3-a357-41b2-b26d-e141fafc4ab4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto acknowledge that this Agreement has been prepared by Ruskin Moscou Faltischek, P.C. (\u201c RMF \u201d), counsel for Mobiquity, and that RMF does not represent either of the parties hereto. The parties hereto further acknowledge that RMF has not provided any legal or tax advice or guidance to the parties hereto with respect to the transactions contemplated herein, and that they have been afforded the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated hereby and they have either done so or elected not to do so. Accordingly, any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived by the parties hereto. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto."], "obj_label": "Definitions", "id": "fd8068b8-ec11-4d64-8684-45f0b3317b70", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhen a reference is made in this Agreement to a Paragraph, such reference shall be to a Paragraph of this Agreement unless otherwise indicated.\u00a0 Whenever the words \"include,\" \"includes\" or \"including\" are used in this Agreement, they shall be deemed to be followed by the words \"without limitation.\"\u00a0 The words \"and\" and \"or\" shall be deemed to mean \"and/or.\"\u00a0 The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms."], "obj_label": "Definitions", "id": "59c78497-54fa-4b93-ace8-2a1bbb06c115", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement is the product of negotiations among the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.\u00a0 The Parties were each represented by counsel during the negotiations, drafting, and execution of this Agreement."], "obj_label": "Definitions", "id": "9060c69f-cce4-46f6-b9fa-08c89c6726b0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe captions to the several Articles and Sections of this Agreement are included only for convenience of reference and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement. In this Agreement: (a) the word \u201cincluding\u201d shall be deemed to be followed by the phrase \u201cwithout limitation\u201d or like expression; (b)\u00a0references to the singular shall include the plural and vice versa; (c)\u00a0references to masculine, feminine and neuter pronouns and expressions shall be interchangeable; and\u00a0(d)\u00a0the words \u201cherein\u201d or \u201chereunder\u201d relate to this Agreement. Each accounting term used herein that is not specifically defined herein shall have the meaning given to it under GAAP, but only to the extent consistent with its usage and the other definitions in this Agreement."], "obj_label": "Definitions", "id": "446fbbb8-c98c-408d-afd2-8124c3e76282", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo financial statements, Loan Document or any other document, certificate or written statement furnished to Lender by Borrower, Mortgage Borrower or Guarantor and, to the knowledge of Borrower, Mortgage Borrower or Guarantor, no document or statement furnished by any third party on behalf of Borrower, Mortgage Borrower or Guarantor, for use in connection with the Loan contains any untrue representation, warranty or statement of a material fact, and none omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. As of the Closing Date, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise have a Material Adverse Effect. There is no material fact known to Borrower that has had or will have a Material Adverse Effect and that has not been disclosed in writing to Lender by Borrower."], "obj_label": "Disclosures", "id": "5aeb8e1b-72c6-49a6-8dd9-d43d38731be7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept with respect to the material terms and conditions of the transactions contemplated by the Offering Materials, the Company confirms that neither it nor any other person acting on its behalf has provided the Subscriber 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 Subscriber will rely on the foregoing representation in effecting transactions in securities of the Company."], "obj_label": "Disclosures", "id": "c9ad6178-7e98-479d-bfc7-100becd1a6d0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs 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 Loan Party is subject, and all other matters known to any of them, that could, in each case, reasonably be expected to result in a Material Adverse Effect.\u00a0\u00a0None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party 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, taken as a whole, in the light of the circumstances under which they were made, not misleading in any material respect; provided, however, 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. \u00a0As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects."], "obj_label": "Disclosures", "id": "6a0016f0-ba2f-4459-aa8b-3c7bc74b0170", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty in this Article 4, and no statement contained elsewhere in this Agreement or in any schedule, exhibit, certificate or other document furnished or to be furnished by Buyer to Seller pursuant hereto or in connection with the transactions contemplated under this Agreement contains any untrue statement of a material fact or omits or will omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading."], "obj_label": "Disclosures", "id": "4a4cd6eb-8fbe-4581-a832-f773e354baf4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall not later than four (4) Trading Days following any such receipt or delivery publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to each Holder contemporaneously with delivery of such notice, and in the absence of any such indication, each Holder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information relating to the Company or its Subsidiaries."], "obj_label": "Disclosures", "id": "d18b15d8-294c-4c69-87d3-b96bb4e41dbe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information (excluding any financial projections or pro forma financial information and information of a general economic or general industry nature, to which the Borrower makes only those representations stated in the following sentence) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender on or before the Closing Date in connection with the negotiation of the Amended and Restated Credit Agreement or this Agreement or delivered thereunder or hereunder (as modified or supplemented by other information so furnished), when taken as a whole and when taken together with the Borrower\u2019s SEC filings at such time, contains as of the date such statement, information, document or certificate was so 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 misleading. The financial projections and pro forma financial information contained in the materials referenced above have been prepared in good faith based upon assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount."], "obj_label": "Disclosures", "id": "56b85c9f-2b30-4774-89f2-29032dc67372", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 attached hereto, 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 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."], "obj_label": "Disclosures", "id": "ff042433-ffd7-4ece-8230-9ec55def02a9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo written report, financial statement, certificate or other written information furnished by or on behalf of any Obligor to 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 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, 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 (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers\u2019 control, and that no assurance can be given the projections will be realized)."], "obj_label": "Disclosures", "id": "bae78c2e-92c1-4595-be7b-d45f1b88c930", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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. 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."], "obj_label": "Disclosures", "id": "372a79f2-5543-474a-9d43-93da6e5fc51f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party may use and disclose Confidential Information of the other Party as follows: (a) under appropriate confidentiality provisions substantially equivalent to those in this Agreement in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement; (b) to the extent such disclosure is reasonably necessary for the Prosecution and Maintenance of Patents (including applications therefor) in accordance with Section 9.3, prosecuting or defending litigation, filing for and conducting preclinical or clinical trials, obtaining and maintaining Regulatory Approvals for Products; (c) in communication with existing and potential acquirers, investors, strategic partners, licensees, distributors, consultants, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis, in each case, under appropriate confidentiality provisions substantially equivalent to those of this Agreement; (d) for the purposes of the performance of this Agreement and exercising any rights of a Party pursuant to this Agreement and in connection with the grant of any license pursuant to Article 7 of this Agreement; or (e) to the extent mutually agreed to by the Parties. Notwithstanding the foregoing, and without limiting Section 9.1.4, to the extent any Verily Retained Know-How is Confidential Information, (i) such Verily Retained Know-How shall not be used by Verily or its Affiliates in the [***] except to perform the activities contemplated in the Agreement, (ii) Verily and its Affiliates shall not disclose to any Third Party in the [***] any such Verily Retained Know-How without DexCom\u2019s prior written consent except where such disclosure is for purposes of performing activities under this Agreement, and (iii) without limiting the foregoing, any disclosure of Verily Retained Know-How to any Third Party shall be under a use restriction limiting such use of such Verily Retained Know-How to be outside of [***]. In addition, to the extent any Know-How is assigned to DexCom under this Agreement, such Know-How shall be protected as DexCom\u2019s Confidential Information under this Article 7. Furthermore, during the Term, to the extent any proprietary, non-public Know-How is included in Joint Collaboration IP (\u201c Joint Collaboration Know-How \u201d), then (i) such Joint Collaboration Know-How shall not be used by Verily or its Affiliates in [***] except to perform the activities contemplated in the Agreement, (ii) Verily and its Affiliates shall not disclose to any Third Party for use in [***] any such Joint Collaboration Know-How without DexCom\u2019s prior written consent, and (iii) without limiting the foregoing, any disclosure of Joint Collaboration Know-How to any Third Party shall be under a use restriction limiting such use of such Joint Collaboration Know-How to be outside of [***]."], "obj_label": "Disclosures", "id": "f65cbd66-16e2-4a5a-a863-fb17a0c92895", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOn or before 8:30 a.m., New York City time, on January 17, 2019, 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."], "obj_label": "Disclosures", "id": "4cbb7eda-69ba-43c8-accb-698e08c5b42d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower has disclosed or made available to Administrative Agent and the Lenders all Material Agreements, and all other instruments, and corporate or other restrictions to which a Loan Party or any of its Subsidiaries is subject, that have had or would reasonably be expected to have a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Loan Party to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, taken as a whole in light of the circumstances under which they were made, not materially misleading as of the date made; 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 furnished (it being understood that such projections are subject to significant uncertainties and contingencies and that no assurance can be given that any particular projection will be realized and that actual results may differ and such differences may be material)."], "obj_label": "Disclosures", "id": "e459bc47-448d-467a-886a-f573894f48cc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Restricted Subsidiary 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 in writing by or on behalf of any Loan Party 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) 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. As of the Effective Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects."], "obj_label": "Disclosures", "id": "024eeb6b-f325-43b3-ba76-b88a6d7901e1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may, in its sole discretion, decide to deliver or disclose, as applicable, any documents related to this Award granted under the Plan, future awards that may be granted under the Plan, the prospectus related to the Plan, the Company\u2019s annual reports or proxy statements by electronic means or to request Grantee\u2019s consent to participate in the Plan by electronic means, including, but not limited to, the Securities and Exchange Commission\u2019s Electronic Data Gathering, Analysis, and Retrieval system or any successor system (\u201c EDGAR \u201d). Grantee hereby consents to receive such documents delivered electronically or to retrieve such documents furnished electronically (including on EDGAR), as applicable, and agrees to participate in the Plan through any online or electronic system established and maintained by the Company or another third party designated by the Company."], "obj_label": "Disclosures", "id": "e15525d7-0f7c-4506-9bc5-57b7ac22fe8c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Information Memorandum nor any of the other reports, financial statements, certificates or other information (taken as a whole) furnished by or on behalf of the Borrowers 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 Borrowers represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time made and at the time so furnished."], "obj_label": "Disclosures", "id": "5a5ff5a0-1fd4-4ee5-8c8f-29edf766aaa2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Restricted Subsidiary is subject, and all other matters known to it, that, as of the Effective Date, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. All reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party or any Restricted 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) other than projections, other forward-looking information and information of a general economic or industry specific nature, when 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 contained therein not materially misleading in light of the circumstances under which such statements were 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 and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date (it being understood that projections are subject to inherent uncertainties and contingencies which may be outside the control of any Loan Party and that no assurance can be given that such projected financial information will be realized)."], "obj_label": "Disclosures", "id": "b20124cb-f3a9-4e50-8bdc-456129ba91cf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 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 3.2 hereof."], "obj_label": "Disclosures", "id": "12f1adaa-ac3e-4933-909d-0425a66497b4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon receipt or delivery by the Company of any notice in accordance with the terms of this Debenture, 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, the Company shall within two (2) Business Days after 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, non-public information relating to the Company or its Subsidiaries, the Company so shall indicate to the 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."], "obj_label": "Disclosures", "id": "2220fb3b-bb3f-46c6-a0ca-bffaf221a6a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo statement, information, report, representation, or warranty made by any Borrower or any other Obligated Party in this Agreement, in any other Loan Document or the Intercreditor Agreement or furnished to Administrative Agent or any Lender in connection with this Agreement 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 Borrower which is a Material Adverse Event, or which might in the future be reasonably expected to result in a Material Adverse Event that has not been disclosed in writing to Administrative Agent and each Lender."], "obj_label": "Disclosures", "id": "cfeae55d-dd4a-480d-9558-05bee784dafb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement 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, in light of the circumstances under which they were 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, 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."], "obj_label": "Disclosures", "id": "19fef76b-63e8-4c27-8527-577371c7487a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nControls and Procedures . The Corporation has established and maintains \u201cdisclosure controls and procedures\u201d (as is defined in Rule 13a-15(e) under the Exchange Act); and (a)\u00a0such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Corporation in the reports it files or will file or submit under the Exchange Act, as applicable, is accumulated and communicated to management of the Corporation, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure to be made and (b)\u00a0such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent required by Rule 13a-15 of the Exchange Act. Since the date of the Annual Report, there have been no significant changes in the Corporation\u2019s internal control over financial reporting or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses."], "obj_label": "Disclosures", "id": "26f4dc20-31bb-4fa9-8b9c-361d7eddef16", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther than as set forth in the 8-K Filing (as defined below), 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 could reasonably be expected to constitute material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in the Conversion Shares. All disclosure provided to the Holder regarding the Company and its Subsidiaries, their business and the transactions contemplated hereby, furnished by or on behalf of the Company 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. 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, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company on or before the date hereof but which has not been so publicly announced or disclosed."], "obj_label": "Disclosures", "id": "d503164a-b785-4d50-95cd-002268b478a7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower and the Guarantors, if any, each agree to promptly cooperate with any Lender in connection with any proposed assignment or participation of all or any portion of its Commitment. The Borrower and the Guarantors, if any, each agree that in addition to disclosures made in accordance with standard banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. Each Lender agrees for itself that it shall use reasonable efforts to hold confidential all non-public information obtained from the Borrower or the Guarantors, if any, that has been identified in writing as confidential by any of them, and shall use reasonable efforts to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a)\u00a0disclosures to its participants (provided such Persons are advised of the provisions of this \u00a718.7), (b)\u00a0disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of the provision of this \u00a718.7), (c)\u00a0disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this \u00a718.7), (d)\u00a0disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e)\u00a0disclosures required or requested by any Governmental Authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by Applicable Law, rule, regulation or court order, each Lender shall notify the Borrower in writing of any request by any Governmental Authority or representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such government authority) for disclosure of any such non-public information prior to disclosure of such information. In addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty\u2019s professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of this \u00a718.7). Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to the Borrower or is disclosed with the prior approval of the Borrower. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce the Loan Documents."], "obj_label": "Disclosures", "id": "0c5dc8e0-8ec5-499e-9389-36cf0a4ba97f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower has disclosed to the Administrative Agent 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.\u00a0 As of the Effective Date, none of the other reports, certificates or other information (other than projected financial information and other information of a general economic or industry-specific nature), in each case furnished in writing by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered by or on behalf of the Borrower 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 materially misleading; provided that (i)\u00a0as to written information supplied by third parties, the Borrower represents only that it has no actual knowledge of any material misstatement or omission therein, and (ii)\u00a0with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to have been reasonable at the time such information was prepared (it being recognized by the Administrative Agent and the Lenders that actual results during the period or periods covered by any such projections and forecasts may differ from the projected or forecasted results and the differences may be material)."], "obj_label": "Disclosures", "id": "7457423f-c0ca-4779-8006-2cabd573a6e4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation, warranty, or statement made by Seller in this Agreement or in any A to this Agreement contains or will contain any untrue statement or omits or will omit any fact necessary to make the statements contained herein or therein not misleading. Seller has disclosed to Purchaser all facts that are material to the financial condition, operation, or prospects of the Seller."], "obj_label": "Disclosures", "id": "92d36566-ec4d-41a4-8016-42cc14fc928a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 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."], "obj_label": "Disclosures", "id": "4d338686-c1fc-4346-88f9-2c75c40366ed", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll disclosure provided to Algomizer regarding VCT, its business and the transactions contemplated hereby, including the exhibits to this Agreement, furnished by VCT with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties 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. VCT acknowledges and agrees that Algomizer makes or has made no representations or warranties with respect to the transaction contemplated hereby other than those specifically set forth in Section 9 hereof."], "obj_label": "Disclosures", "id": "83e350d9-3ee3-4896-921a-a97670337818", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll disclosure provided to Banjo regarding the Company, its business and the transactions contemplated hereby, including the Company Disclosure Schedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties 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 Company acknowledges and agrees that Banjo has not made, nor is Banjo making, any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth herein. In the event that the Company 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."], "obj_label": "Disclosures", "id": "51ee983b-8dfe-415c-8133-95a2e2900bec", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs of the Effective Date, neither (a)\u00a0the Lender Presentation nor (b)\u00a0any of the other reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or delivered thereunder (as modified or supplemented by other information so furnished) when taken as a whole (and together with the Borrower\u2019s annual report on Form\u00a010-k for the fiscal year ended December\u00a031, 2018) 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, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by them 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, it being understood that any such projected financial information may vary from actual results and such variations could be material."], "obj_label": "Disclosures", "id": "825c0045-affa-4737-b3b0-099869608d4b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 would reasonably be expected to constitute material, non-public information which is not otherwise disclosed in the Prospectus. 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 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. 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."], "obj_label": "Disclosures", "id": "3ee2dbba-9082-4e58-aad0-16866264d02c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, or in connection with reporting possible violations of federal law or regulation to any governmental agency, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order.\u00a0 Executive shall promptly provide written notice of any such order to an authorized officer of the Corporation as promptly as practicable after receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Corporation to contest the order or seek confidentiality protections, as determined in the Corporation\u2019s sole discretion."], "obj_label": "Disclosures", "id": "0b0b0552-6fef-4afe-8a2b-062d9843e7f6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo 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) contained as of the date such report, statement, certificate, information, modification or supplement was so furnished (when taken together with the Company\u2019s SEC filings) 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 at the time; provided that, with respect to projected financial information, 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 it being understood and agreed that the financial projections are not a guarantee of financial performance, actual results may differ from such projections and such differences may be material. As of the Amendment No. 2 Effective Date, to the best knowledge of the Company, the information included in the Beneficial Ownership Certifications provided by any Borrower on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Agreement is true and correct in all respects."], "obj_label": "Disclosures", "id": "889b7b50-ac70-4927-b82f-737363e56a47", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty made by any Borrower in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith 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.\u00a0\u00a0There is no fact known to any Borrower or which reasonably should be known to such Borrower which such Borrower has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect ."], "obj_label": "Disclosures", "id": "d9b832de-8b8f-4113-94cf-cbfa9c98056c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All 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. The 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."], "obj_label": "Disclosures", "id": "875252c6-c8e8-4054-9e92-2f4b22d1d795", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation, warranty, or statement made by Purchaser in this Agreement or in any Exhibit to this Agreement contains or will contain any untrue statement or omits or will omit any fact necessary to make the statements contained herein or therein not misleading. Purchaser has disclosed to Seller all facts that are material to the financial condition, operation, or prospects of the Business, and the Assets."], "obj_label": "Disclosures", "id": "2dfb77a0-2165-4bc9-b791-a478fff55ed4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party 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, 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 such projections were prepared."], "obj_label": "Disclosures", "id": "46339506-bcb7-4944-9ab2-ca32e74d38d7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower agrees that, in addition to disclosures made in accordance with standard banking practices, any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder, but in all events subject to the terms hereof. Each Lender agrees for itself that it shall use reasonable efforts in accordance with its customary procedures and Applicable Laws to hold confidential all non-public information obtained from Borrower that has been identified in writing as confidential by any of them, and shall use reasonable efforts in accordance with its customary procedures and Applicable Laws to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a)\u00a0disclosures to its participants (provided such Persons are advised of the provisions of this \u00a718.7 and agree to destroy or return all confidential information if it does not become an assignee or participant), (b)\u00a0disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who are not employees of such Lender are advised of the provision of this \u00a718.7), (c)\u00a0disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein (provided such Persons are advised of the provisions of this \u00a718.7), (d)\u00a0disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e)\u00a0disclosures required or requested by any other Governmental Authority or representative thereof or pursuant to legal process; provided that, unless prohibited by Applicable Law or court order, each Lender shall notify Borrower of any request by any Governmental Authority or representative thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such Governmental Authority) for disclosure of any such non-public information prior to disclosure of such information and provide (if permitted under Applicable Laws) Borrower a reasonable opportunity to challenge the disclosure or require that such disclosure be made under seal. In addition, each Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty\u2019s professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by the provisions of this \u00a718.7). In addition, the 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 Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to the Borrower, or is disclosed with the prior approval of Borrower. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce the Loan Documents."], "obj_label": "Disclosures", "id": "3d17253a-4b13-471b-a366-2f5b731e3c79", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy Participant\u2019s acceptance (whether in writing, electronically or otherwise) of the Notice, Participant and Redfin 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 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 Redfin upon any change in Participant\u2019s residence address indicated on the Notice. By acceptance of the RSUs, Participant agrees to participate in the Plan through an on-line or electronic system established and maintained by Redfin or a third party designated by Redfin 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 Redfin, and all other documents that Redfin 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 Redfin 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 Redfin\u2019s discretion. Participant acknowledges that Participant may receive from Redfin a paper copy of any documents delivered electronically at no cost if Participant contacts Redfin 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 Redfin 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 Redfin 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."], "obj_label": "Disclosures", "id": "8047127b-27e5-4912-9abc-b35bda372c55", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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, 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."], "obj_label": "Disclosures", "id": "37d5624c-cb6b-4e02-806c-368e4026221e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to Section 9.14, the Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a \u201c Transferee \u201d) and any prospective Transferee, any and all financial information in such Lender\u2019s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender\u2019s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement."], "obj_label": "Disclosures", "id": "9784779f-9bc6-40d9-b441-3d07676c5989", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll disclosure provided to the Members regarding OHGI, its business and Transactions, 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. OHGI acknowledges and agrees that the Company and the Members have not made, nor are the Company or the Members making, any representations or warranties with respect to Transactions other than those specifically set forth herein."], "obj_label": "Disclosures", "id": "3ecc727f-8c63-44cd-8bd8-a5f4ab5aa60e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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, VIEs and VIE 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. 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."], "obj_label": "Disclosures", "id": "35994560-013c-4acf-93e8-b45a23aa01a2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall within one Trading Day after any such receipt or delivery publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the 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, non-public information relating to the Company or any of its Subsidiaries. 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."], "obj_label": "Disclosures", "id": "725302f5-566d-4963-9aca-c84d2fcc2269", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Stockholder shall permit Parent to publish and disclose in all documents and schedules filed with the SEC, and, after providing the Stockholder with a reasonable opportunity to review and comment thereon, any press release or other disclosure document that Parent reasonably determines to be necessary or desirable in connection with the Merger and any transactions related to the Merger, the Stockholder\u2019s identity and ownership of Shares and the nature of the Stockholder\u2019s commitments, arrangements and understandings under this Agreement. The Stockholder shall not, and shall cause its Affiliates not to, make any press release, public announcement or other public communication with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent (such consent not to be unreasonably withheld or delayed); provided that such consent shall not be required for any disclosure required by applicable Law ( provided that reasonable notice of any such disclosure will be provided to Parent as promptly as reasonably practicable)."], "obj_label": "Disclosures", "id": "8b999daa-c179-4f75-be88-2603c5476887", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 or might constitute material, non-public information. The Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of the Company.\u00a0\u00a0All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, 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. 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 Holder makes no nor have made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof."], "obj_label": "Disclosures", "id": "c3cd4df2-ab58-4ed3-8a06-73160a1de576", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither this Agreement nor any of the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein not misleading. The Borrower\u2019s confirmation under Section 5.1(o) of the beneficial ownership with respect to any Loan Party that qualifies as a \u201clegal entity customer\u201d is true and correct in all respects."], "obj_label": "Disclosures", "id": "c3c8375c-51be-4131-b12d-0f19b86a8f92", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parent Borrower and/or its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which the Parent Borrower or any of its Subsidiaries are 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 financial statement, material report, material certificate or other material information furnished (whether in writing or orally), taken together as a whole, by or on behalf of any of the Parent Borrower or any of its Subsidiaries 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) 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, 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."], "obj_label": "Disclosures", "id": "aa9c01fe-e8c8-4bc4-8094-392fce606fcc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther than as set forth in the 8-K Filing, the Company confirms that neither it nor any other Person acting on its behalf has provided the Buyer or its 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 the Buyer will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyer 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 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. Other than as set forth in the 8-K Filing, 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 Buyer makes no representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2."], "obj_label": "Disclosures", "id": "887794c6-040b-4939-9eaa-00ac86a0d699", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPromptly (and in any event, within three (3) Business Days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee that (with respect to such lawsuit, claim or arbitration) could reasonably be expected to affect Employee\u2019s ability to perform his duties hereunder or, if determined adversely, could reasonably be expected to have an adverse effect on any member of the Company Group, in each case, Employee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Board.\u00a0 A \u201c Conflict of Interest \u201d shall exist when Employee engages in, or plans to engage in, any activities, associations, or interests that conflict with, or create an appearance of a conflict with, Employee\u2019s duties, responsibilities, authorities, or obligations for and to any member of the Company Group."], "obj_label": "Disclosures", "id": "305800f6-889b-441c-a551-b6bd8c7a1b73", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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, 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 and together with the SEC Reports during such period 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."], "obj_label": "Disclosures", "id": "705608b7-045e-48f6-9b46-aed66b3d187a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs of the Effective Date, all written reports, certificates or other written information (other than estimates and information of a general economic nature) concerning the Borrower and its Subsidiaries and any transactions contemplated hereby prepared by or on behalf of the foregoing or their representatives and made available to any Lender or the Administrative Agent in connection with the transactions contemplated hereby on or before the date hereof (the \u201c Information \u201d), when taken as a whole, as of the date such Information was furnished to the Lenders and as of the Effective Date, did not contain any untrue statement of a material fact as of such date or omit to state a 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 Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time when prepared, it being recognized by the Lenders that such projections and other information regarding future events are not to be viewed as fact and that actual results or developments during the period or periods covered may differ from the delivered projections and other prospective information and such differences may be material and that such projected financial information is not a guarantee of financial performance. As of the Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct in all material respects."], "obj_label": "Disclosures", "id": "5266c692-9ccc-4ad7-8e6d-75d13c58238d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll of the representations and warranties made by the Borrower and the Guarantors, if any, 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. All information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the Lenders by the Borrower, the REIT or any of their respective Subsidiaries is and will be true 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 to make the statements contained therein and in light of the circumstances under which they were made not misleading. The written information, reports and other papers and data with respect to the Borrower, the REIT, any Subsidiary or the Unencumbered 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 or any other documents (excluding financial statements or reports) prepared by third parties or legal conclusions or analysis provided by the Borrower\u2019s counsel (although the Borrower has 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, if any (except to the extent the related assumptions were when made manifestly unreasonable). As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct in all respects."], "obj_label": "Disclosures", "id": "20f2e368-bf5a-49b8-bd86-a0f468600a8a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower and each Lender hereby acknowledge and agree that JPMorgan and/or one or more Affiliates are or may become direct or indirect equity investors in the Borrower, and each Lender hereby waives any liability of JPMorgan or any of its Affiliates to such Lender arising out of or resulting from such investments or relationships, other than liabilities arising out of the gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, of JPMorgan or its Affiliates."], "obj_label": "Disclosures", "id": "bd24e4c1-5dfe-452b-9438-f7f12bae7ead", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNone of the reports, financial statements, certificates or other written information (other than projections, other forward-looking information and information of a general economic or industry specific nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with this Agreement or delivered hereunder (as modified or supplemented by other written 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, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared (it being understood and agreed that actual results may vary materially from the projections). As of the Effective Date, to the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided on or prior to the Effective Date (if any) to any Lender in connection with this Agreement is true and correct in all respects."], "obj_label": "Disclosures", "id": "2f802227-bd58-4ff5-9921-abddcbd55863", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy Participant\u2019s acceptance (whether in writing, electronically or otherwise) of the Notice, Participant and Workday agree that this opportunity to purchase Restricted Shares is 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 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 Workday upon any change in Participant\u2019s residence address. By acceptance of this opportunity to purchase Restricted Shares, Participant agrees to participate in the Plan through an on-line or electronic system established and maintained by Workday or a third party designated by Workday 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 Workday, and all other documents that Workday is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the Restricted Shares and current or future participation in the Plan. Electronic delivery may include the delivery of a link to a Workday 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 Workday\u2019s discretion. Participant acknowledges that Participant may receive from Workday a paper copy of any documents delivered electronically at no cost if Participant contacts Workday by telephone, through a postal service or electronic mail at 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 Workday 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 Workday of such revised or revoked consent by telephone, postal service or electronic mail through Stock Administration. Finally, Participant understands that Participant is not required to consent to electronic delivery."], "obj_label": "Disclosures", "id": "ae06f58f-402e-4c3e-9c6d-73ee68528127", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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, 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 any Loan Party or any Subsidiary to the Lender in connection with the negotiation of 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."], "obj_label": "Disclosures", "id": "6d3037d7-6720-4d63-86f5-f16c5065545b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Loan Parties have 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 any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Loan Parties 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, in the light of the circumstances under which they were made, not misleading in any material respect; 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 (it being understood that projections are as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies many of which are beyond the control of the Loan Parties, that no assurance can be given that any particular projections will be realized and that actual results during the periods covered by any such projections may differ from the projected results and such differences may be material)."], "obj_label": "Disclosures", "id": "f2280661-fc17-4b2e-a1c4-52486502532d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nA true and correct copy of the rent roll (the \u201c Closing Rent Roll \u201d) for the Property as of January\u00a018, 2019 is attached hereto as Schedule \u00a04.7(B) . The Closing Rent Roll constitutes a true, correct, and complete in all material respects list of each and every Lease, and accurately and completely discloses in all material respects all annual and monthly rents payable by all Tenants under Leases. In all material respects, except only as specified in the Closing Rent Roll, (i)\u00a0the Leases are in full force and effect; (ii)\u00a0no Individual Borrower is in default under any Lease and, to Borrower\u2019s knowledge, no Tenant under any Lease is in default under its Lease; (iii)\u00a0to Borrower\u2019s knowledge, no Tenant has any set-off, claim against the landlord, or defense to the enforcement of any Lease; and (iv)\u00a0no Tenant is past due more than one month in the payment of rent, additional rent or any other material charges due under any Lease."], "obj_label": "Disclosures", "id": "1ee7b6f2-a372-42b3-9c53-f3bfc9a13e1f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty of the Company in this Agreement and no statement in the Disclosure Memorandum omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading. No notice given shall contain any untrue statement or omit to state a material fact necessary to make the statements therein or in this Agreement, in light of the circumstances in which they were made, not misleading. The Company has no Knowledge of any event or fact that has specific application to the Company (other than general economic or industry conditions) and that materially adversely affects the assets, business, prospects, financial condition, or results of operations of the Company that has not been set forth in this Agreement or the Disclosure Memorandum."], "obj_label": "Disclosures", "id": "589fb221-b1c8-44d0-9f0b-1e2c83a90e5e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty made by any Loan Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith 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 Loan Party or which reasonably should be known to such Loan Party which such Loan Party has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect."], "obj_label": "Disclosures", "id": "c96f2a71-5022-41ff-8257-6db66999aaf5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Shares. No representation or warranty of the Company contained in this Agreement, as qualified by the schedules attached hereto, and no certificate furnished or to be furnished to the Purchasers at the Closing contains any untrue statement of a material fact or 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."], "obj_label": "Disclosures", "id": "66bb623e-8b1b-4be0-9a0f-fafcbd3dd96f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty by the Company and the Company Member contained in this Agreement or in any of the Transaction Documents, and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of the Company or the Company Member pursuant to this Agreement or therein, 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 Company or a Company Member disclosed to Parent all material information relating to the business of the Company or the transactions contemplated by this Agreement."], "obj_label": "Disclosures", "id": "dd524f2c-f2e2-4ab8-acef-1829ad76d890", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll of the written materials furnished by or on behalf of the Company to the Investors regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, taken as a whole, 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.\u00a0 The press releases disseminated by the Company during the twelve months preceding the date of this Agreement 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 Investor makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in the Transaction Documents."], "obj_label": "Disclosures", "id": "d14e3276-c654-4192-af6d-f4d88c1b060f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0None of the Annual Report on Form 10-K of Goodyear for the fiscal year ended December\u00a031, 2018, or the reports, financial statements, certificates or other written information referred to in Section\u00a03.04 or delivered after the date hereof by or on behalf of any Credit Party to the Administrative Agent, the Collateral Agent or any Lender pursuant to Section\u00a05.01 (taken together with all other information so furnished and as modified or supplemented by other information so furnished) contained, in each case as of the date thereof, any material misstatement of fact or omitted to state, in each case as of the date thereof, 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 or other forward looking information, Goodyear, GEBV and the other Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time."], "obj_label": "Disclosures", "id": "cfafff4b-1932-4614-98ed-dc63dc9e6e60", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOn and as of the Closing Date, none of the reports, financial statements, certificates or other information that has been furnished by the Borrower or its Affiliates (but limited to the Borrower\u2019s knowledge in the case of reports, financial statements, certificates or other information prepared by a third party and not by the Borrower) to the Lender or any of their Affiliates or consultants in connection with the negotiation of this Agreement or any other Loan Document or delivered under any 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, however, 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."], "obj_label": "Disclosures", "id": "23146817-3e76-4156-b1a0-ecad81fcf626", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo report, financial statement, certificate or other information, including in the Lender Presentation and any schedules to the Security Agreement or the Perfection Certificate, furnished in writing by or on behalf of any Loan Party to any Agent Party 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, as of the date such report, financial statement, certificate or other information was furnished (or, in the case of the Lender Presentation, as of the Closing Date), contained any material misstatement of fact or omitted 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 make only the representation set forth in Section 5.05(d) , except, in each case, prior to the Waiver Relief End Date, to the extent the representations in this Section 5.14 fail to be true as a result of the Inaccurate Matters."], "obj_label": "Disclosures", "id": "f53d9e00-35fa-4bc6-8ff2-975d70a6356b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company confirms that neither the Company nor any other Person acting on its behalf has provided the Holder or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in the securities of the Company."], "obj_label": "Disclosures", "id": "c56c9c54-3d12-4fc4-b160-14c67ceb65f7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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 agent 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 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 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."], "obj_label": "Disclosures", "id": "3a0ddfc5-3b4a-40a3-816d-2b0bc88c0083", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo written financial statement, certificate or other information (other than projections, budgets, estimates and other forward looking information or information of a general or industry specific nature), furnished in writing concerning the Borrower, the Company or any of their respective Restricted Subsidiaries by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement 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 materially misleading. With respect to projections, budgets, estimates and other forward-looking information, the Borrower represents that such information was prepared in good faith based upon assumptions believed to be reasonable by the preparer thereof at the time made (it being understood and agreed that projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material and that the Loan Parties make no representation and warranty that such projections will in fact be realized)."], "obj_label": "Disclosures", "id": "4cf5422d-be8c-4fa2-b79e-b634b9972958", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding any other provision of this Agreement, all disclosures provided to RB regarding ESPV, its business and properties, and the transactions contemplated hereby and thereby, furnished by or on behalf of ESPV, 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, taken as a whole and in the light of the circumstances under which they were made, not materially misleading. To its knowledge, no materially adverse event or circumstance has occurred or information exists with respect to ESPV or any of its business, properties, prospects, operations or condition (financial or otherwise), which has not been disclosed to RB."], "obj_label": "Disclosures", "id": "69ba1ced-f183-4a40-b61c-694c6fbfb067", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn connection with the purchase of the BUYER Shares by SELLER, BUYER has disclosed to SELLER all material facts and information concerning BUYER, its Condition and the BUYER Shares, and has not made any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements contained herein not misleading per BUYER\u2019s filings with the SEC. There is no fact or circumstance which has, or is reasonably likely to have, an adverse effect on SELLER which has not been disclosed herein and known by SELLER."], "obj_label": "Disclosures", "id": "484ed101-e3d9-43b6-af83-c0ec047b7de0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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\u00a0The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. \u00a0All 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, and in light of the disclosure in the SEC Reports, 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. \u00a0The 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."], "obj_label": "Disclosures", "id": "e5cf9202-7494-46b8-8c63-180ec187370a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) 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 to the knowledge of the Borrower, 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 (other than general economic or industry 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), 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 (including without limitation budgets, estimates and forecasts), the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time."], "obj_label": "Disclosures", "id": "f18755be-e7b5-45ac-85ea-a8180061a86b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo statement, information, report, representation or warranty made by Debtor in the Loan Documents or furnished 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.\u00a0\u00a0There is no fact known to Debtor which could reasonably be expected to have a Material Adverse Effect that has not been disclosed in writing to Lender."], "obj_label": "Disclosures", "id": "8289c706-c9a8-4c48-a3a1-024a5edb85bf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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.\u00a0\u00a0The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company.\u00a0\u00a0All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, \u00a0their 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 the light of the circumstances under which they were made, not misleading. \u00a0The 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 3.2 hereof."], "obj_label": "Disclosures", "id": "0ef03904-bcf0-4e8c-876e-1e30e6f1f79b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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. 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 2."], "obj_label": "Disclosures", "id": "d27e4c81-442e-43e9-a671-34fe1eddcead", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll disclosures provided to the Purchaser regarding the Company, its business and the Transactions furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects with respect to such representations and warranties 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, and when taken as a whole, not misleading."], "obj_label": "Disclosures", "id": "65350277-a7df-4be8-8dd4-e4d1524b4775", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon 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, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form\u00a08-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."], "obj_label": "Disclosures", "id": "f5fa3ab0-5c7e-45f5-a6b0-d4e894f8919a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty by either Company or the Member contained in this Agreement, and no statement contained on the Schedules or any other agreements, documents and instruments delivered to or to be delivered by or on behalf of either Company or the Member pursuant to this Agreement or any other agreements, documents and instruments to be executed and delivered by either Company in connection herewith, 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."], "obj_label": "Disclosures", "id": "ce8da3b6-41f0-4d93-8352-aaeb3bccbe7b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept 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. The 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. 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 3.2 hereof."], "obj_label": "Disclosures", "id": "d9b4dde0-5921-4b15-8a65-2b1e443febc5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty or statement by Seller in this Agreement, including in any exhibit or schedule hereto, or any certificate delivered pursuant to this Agreement, knowingly contains any untrue statement of a material fact or knowingly omits to state a material fact required to be stated therein or necessary to make the statements contained therein not materially misleading. To Seller\u2019s Knowledge, there is no fact relating to the Purchased Assets or the Business that constitutes a Material Adverse Effect on the Business except for facts and information disclosed to Purchaser in writing herein."], "obj_label": "Disclosures", "id": "63bcc790-9a4d-4f23-a984-eb3dafe92893", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo representation or warranty of Seller or the Companies in this Agreement and no statement in the Company Disclosure Letter contains any material untrue statement or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading. No notice given pursuant to Section 7.06 will contain any untrue statement or omit to state a material fact necessary to make the statements therein or in this Agreement, in light of the circumstances in which they were made, not misleading. To the Seller\u2019s Knowledge, there is no fact that has specific application to the Companies (other than general economic or industry conditions) that could have a Company Material Adverse Effect on the financial or other condition, results of operations, assets, liabilities, equity, business or prospects of the Companies that has not been set forth in this Agreement."], "obj_label": "Disclosures", "id": "7db21ae6-3621-4776-bef2-7d6d43ca0e1d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company will disclose the material terms of this Agreement, the Debenture Amendments and the transactions contemplated hereby and thereby by not later than 5:30 p.m. (New York City time) on the second Trading Day following the date hereof by means of a Current Report on Form 8-K or Quarterly Report on Form 10-Q (in either case, a \u201c Report \u201d) filed with the Commission. The Report shall include as exhibits this Agreement and Debenture Amendments. The Company and Holders shall consult with each other in preparing any such Report. From and after the filing of the Report with the Commission, the Company acknowledges and agrees that the Holders shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers or directors."], "obj_label": "Disclosures", "id": "1c7cc132-95fe-401a-b304-361b6617693b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPromptly (and in any event, within three business days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee, in each case, Employee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Board.\u00a0\u00a0A \u201c Conflict of Interest \u201d shall exist when Employee engages in, or plans to engage in, any activities, associations, or interests that conflict with, or create an appearance of a conflict with, Employee\u2019s duties, responsibilities, authorities, or obligations for and to the Company Group."], "obj_label": "Disclosures", "id": "542b61fa-3c22-49f5-bdc1-fc5405ecef07", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges and warrants that Executive is not aware of, or that Executive has fully disclosed to the Company in writing, any matters for which Executive was responsible or which came to Executive\u2019s attention as an employee of the Company that might give rise to, evidence, or support any claim of regulatory violation, illegal conduct, unlawful discrimination, or other cause of action against the Company or any of the Released Parties."], "obj_label": "Disclosures", "id": "92441ebb-bc7b-4ddb-acd2-dc5c074e8437", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information furnished by or on behalf of the Company 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, in the light of the circumstances under which they were made, not materially 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, it being understood that actual results may vary from such projections and that such variations may be material."], "obj_label": "Disclosures", "id": "87d5cc4e-5b04-4ef8-8ddd-f923d7468a79", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term \u201cEmployment\u201d as used herein shall be deemed to refer to (i)\u00a0a Participant\u2019s employment if the Participant is an employee of the Company or any of its Subsidiaries, (ii)\u00a0a Participant\u2019s services, if the Participant is another form of service provider to the Company or any of its Subsidiaries, and (iii)\u00a0a Participant\u2019s services as a non-employee director, if the Participant is a non-employee member of the Board."], "obj_label": "Employment", "id": "e96743e6-c006-4b86-967b-648d914ff6b6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive agrees to be employed with the Company, and the Company agrees to employ Executive, during the Term and on the terms and conditions set forth in this Agreement. Executive agrees during the term of this Agreement to devote substantially all of Executive\u2019s business time, efforts, skills and abilities to the performance of Executive\u2019s duties to the Company and to the furtherance of the Company's business."], "obj_label": "Employment", "id": "5351df96-92ee-4c70-8ec7-345f089cfbba", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment. Executive shall serve as the Company\u2019s President and Chief Operating Officer (\u201c COO \u201d) upon the terms and conditions hereinafter set forth. 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 first (1st) anniversary thereof, unless earlier terminated as provided in Section 4. This Agreement shall automatically be extended for successive one\u00adyear periods (each, an \u201cExtension Term\u201d and, collectively with the Initial Term, the \u201c Term \u201d) unless either party gives notice of non\u00adextension to the other no later than 90 days prior to the expiration of the then applicable Term."], "obj_label": "Employment", "id": "56760851-a153-4955-aafa-77290d7559ef", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAn Employee\u2019s Employment shall equal the total aggregate periods of his regular, full-time employment with an Employer. Periods of Employment are aggregated on the basis that one calendar month of Employment equals one month and each additional 30 days of Employment equals one month. Notwithstanding the foregoing, (a)\u00a0periods of employment with Vernon Tool Co., LTD prior to November 30, 2007, shall not be treated as Employment for any purpose under the Plan; (b) in the case of an Employee of Kaliburn, Inc., Employment shall include periods of employment with ITT Corporation prior to November 14, 2012, provided that such Employee was an \u201cEmployee\u201d (as defined in the Plan) on November\u00a014, 2012; (c) in the case of a Former Weartech Plan Participant who is an Employee on August 29, 2016, Employment shall include periods of regular, full-time employment with Weartech International, Inc. prior to August 29, 2016; and (d) in the case of a Former Harris Plan Participant who is an Employee on August 1, 2017, Employment shall include periods of regular, full-time employment with J.W. Harris Co., Inc. prior to August 1, 2017."], "obj_label": "Employment", "id": "425f6d82-6687-407c-90a5-63ddb7929df6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOn the terms and subject to the conditions set forth herein, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to accept such employment, for the Employment Term (as defined below). During the Employment Term, the Executive shall serve as Executive Vice President and General Counsel 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."], "obj_label": "Employment", "id": "3a40ea74-29b6-499f-9a4f-ce9d3a011d77", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNothing in this Agreement or in the Plan will confer on the Participant any right to continue in employment or service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or Affiliate employing or retaining the Participant) to terminate the Participant\u2019s employment or service at any time for any reason, with or without cause."], "obj_label": "Employment", "id": "a8073755-01d9-4898-984b-a1ea82c04d18", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployer desires to employ Executive in the position of Brand President, Chico\u2019s (the \u201cPosition\u201d), and Executive desires to accept such Position. In the Position, Executive will assume a key role in the organization that will require confidentiality and trust and will acquire information, knowledge and experience with Employer that is proprietary, confidential, unique and hard to replace. It would also place Employer at an unfair disadvantage, and Executive at an unfair advantage, should Executive use this information, knowledge, and experience to further the interests of anyone other than Employer. As a result, Employer desires to protect its rights in its proprietary, confidential and trade secret information, and, as a condition of employment and for the consideration set forth herein, Executive is willing to and has agreed to abide by and faithfully observe the obligations and restrictions set forth herein ."], "obj_label": "Employment", "id": "ff887775-a2c4-40fc-8a41-f6bf54ebd0a7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEffective as of August 12, 201 3 (the \" Effective Date \"), the Company hereby agrees to employ the Executive as an employee and an executive officer of the Company, and the Executive hereby agrees to remain in the employ of the Company as an employee and an executive officer, for the Employment Term (as defined in Section 3) on the terms and conditions set forth in this Agreement. The Executive shall serve as President and Chief Executive Officer of the Company, and shall also serve as President and Chief Executive Officer for each of the other GENBAND Parties. The Executive shall have such authority and responsibilities as are consistent with the offices from time to time held by him; provided, however, that in no event shall the Executive's authority and responsibilities include providing any Investment Services with respect to the assets held (directly or indirectly) by Cayman Holdings. During the term of this Agreement, the Executive shall serve each GENBAND Party faithfully and to the best of his ability, and devote his full time, attention and efforts to the business and affairs of the collective GENBAND Parties during normal business hours (and outside normal business hours as reasonably required)."], "obj_label": "Employment", "id": "d1186476-f431-4a04-8079-3de00ca1c531", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term \u201c Employment \u201d as used herein shall be deemed to refer to (i)\u00a0a Participant\u2019s employment if the Participant is an employee of the Company Group, (ii)\u00a0a Participant\u2019s services as a consultant if the Participant is a consultant to the Company Group or (iii)\u00a0a Participant\u2019s services as a director if the Participant is a director of the Company or its subsidiaries or Affiliates."], "obj_label": "Employment", "id": "188159c8-60b0-488b-b526-45460215dd4c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOn the terms and subject to the conditions set forth herein, the Company hereby agrees to continue the employment of the Executive, and the Executive hereby agrees to continue his employment with the Company, for the Employment Term (as defined below).\u00a0 During the Employment Term, the Executive shall serve as the President,\u00a0Industrial Solutions of the Company and shall report to the President, TE Connectivity or such person or persons as from time to time may be designated by the Company (the \u201c Reporting Officer \u201d), performing such duties and responsibilities as are customarily attendant to such position with respect to the business of the Company and such other duties and responsibilities as may from time to time be assigned to the Executive by the Reporting Officer consistent with such position.\u00a0 Upon notice from the Company, the Executive\u2019s title, Reporting Officer and duties and responsibilities may be changed as is deemed necessary and appropriate by the Company."], "obj_label": "Employment", "id": "41386072-035d-4858-82a5-7407f819a79b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the period commencing on the Amendment Effective Date and for the duration of the Employment Period (as defined in Section\u00a04 below) (the \u201c Specified Employment Period \u201d), the Company shall continue to employ Executive, and Executive shall continue to serve, as Executive Vice President, Operations of the Company, Enviva Holdings GP, LLC, a Delaware limited liability company (\u201c Holdings GP \u201d) and the general partner of Enviva Holdings, LP, a Delaware limited partnership (\u201c Holdings \u201d), and such other Affiliates of the Company as may be designated by Holdings from time to time."], "obj_label": "Employment", "id": "f142fac7-32bd-46b3-baf5-de4eaa4d739f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to employ Executive, and Executive hereby desires to be employed by the Company to serve as Senior Vice President & General Manager \u2013 Engineered Components, upon the terms and conditions as set forth in this Agreement on an at-will basis, for the period beginning on February 25, 2019 (the \u201c Effective Date \u201d) unless and until his employment is terminated pursuant to Section 4 hereof (such period, the \u201c Employment Period \u201d) . Executive acknowledges that either he or the Company may terminate his employment at any time for any reason."], "obj_label": "Employment", "id": "0a785bc8-c725-4c80-8df6-2522980b0acd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept in the event of a Change of Control and, thereafter, only as specifically set forth in this Agreement, nothing in this Agreement shall be construed to (i) limit in any way the right of the Company or a Subsidiary to terminate Executive\u2019s employment at any time for any reason or for no reason; or (ii) be evidence of any agreement or understanding, expressed or implied, that the Company or a Subsidiary will employ Executive in any particular position, on any particular terms or at any particular rate of remuneration."], "obj_label": "Employment", "id": "2d4fb2dd-5a58-48a2-a062-bb93825d9a83", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the Term (as defined herein), the Company shall employ Employee as President and Chief Operating Officer. Employee may have such duties, authorities, and responsibilities as are customarily associated with this position (including, but not limited to, those duties listed on Exhibit \"A\") as well as such other duties as may be reasonably assigned from time-to-time (\" Services \").\u00a0 Employee shall report to the Chief Executive Officer of the Company, or such other individual or individuals as may be designated by the Company from time-to-time."], "obj_label": "Employment", "id": "079743ca-1e7d-4c76-9628-f49e764af70b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou shall be employed as Executive Vice President and President of Trust and Investment Services of the Bank. You shall have the duties and responsibilities that are commensurate with your position and shall also render such other services and duties as may be reasonably assigned you from time to time by the Board of Directors of the Bank, consistent with your position with the Bank, including serving in a senior executive capacity with any one or more of the Bank\u2019s Affiliates (as defined below). You hereby accept and agree to such employment and agree to carry-out your duties and responsibilities to the best of your ability in a competent, efficient and businesslike manner. You further agree to comply with all the policies, standards and codes of conduct of the Bank now or hereafter adopted."], "obj_label": "Employment", "id": "1c5f9c98-f023-4142-b925-08ecdd6bf1ee", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall employ Employee as the Company\u2019s Senior Vice President, Research & Development and Employee shall serve the Company in such position, under this Agreement and subject to the authority and direction of the Board of Directors of the Company (the \u201c Board \u201d) or its designee. Employee shall (a) devote his or her full-time professional efforts, attention and energies to the business of the Company, (b) owe an undivided duty of loyalty to the Company and (c) faithfully and to the best of Employee\u2019s abilities perform his or her duties hereunder. Employee may serve as a director or committee member of other corporations, charitable organizations and trade associations (provided that the Company is notified in advance of all such positions) and may otherwise engage in charitable and community activities, deliver lectures and fulfill speaking engagements (with the prior approval of the CEO), and manage personal investments, but only if such services and activities do not interfere with the performance of Employee\u2019s duties and responsibilities under this Agreement."], "obj_label": "Employment", "id": "2cdf8c5f-846a-4a79-a056-95ce7e0e96b9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the Employment Period Executive \u00a0 shall be employed in the capacity of Executive Vice President of FLIC (the \u201c Executive Position \u201d) and shall have such other senior executive title as may from time to time be determined by the Boards of Directors . \u00a0 \u00a0 Executive shall have such duties and responsibilities as usually appertain to the Executive Position, as well as those as shall be assigned by the Chief Executive Officer or by the Board of Directors .\u00a0\u00a0The Executive shall report to the Chief Executive Officer."], "obj_label": "Employment", "id": "fa3dd5cf-25ca-458f-baf8-abc73a93d97e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the terms and subject to the conditions contained in this Agreement, the Company hereby employs Executive as the Chief Executive Officer and President of the Company, with responsibility for overseeing and directing all operations of the Company, subject to the authority and directives of the Company\u2019s Board of Directors (the \u201cBoard\u201d). Executive shall diligently and conscientiously devote his substantial time and attention to the discharge of his duties as Chief Executive Officer and President."], "obj_label": "Employment", "id": "e146cb85-7a6c-491e-a5d2-058ca33a5022", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Employee shall be employed as Executive Vice President, Chief Financial Officer and shall have the duties, responsibilities and authority as may from time to time be assigned to him by the Company's Chief Executive Officer (the \u201cCEO\u201d) and/or and the Audit Committee of the Board of Directors of Kadmon Holdings, Inc. (the Board\u201d), the Company\u2019s parent company, that are consistent with such positions in a company of the size and nature of the Company. The Employee will report to the CEO and the Audit Committee of the Board of Directors of Kadmon Holdings, Inc., the Company\u2019s parent company. The Employee agrees while he is employed by the Company to devote his full business time and attention to the activities of the Company and to not engage in other employment without the prior written consent of the CEO. The Employee agrees to perform his duties hereunder diligently and to use his best efforts, skill and ability to promote the interests of the Company and its affiliates."], "obj_label": "Employment", "id": "d4dc26ed-c8ca-4eab-823e-2dba3788da03", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the Term (as defined below), the Company shall employ Executive, and Executive shall be employed, as Chief Legal Officer. During Executive\u2019s employment with the Company, Executive shall do and 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 (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. 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. Notwithstanding anything to the contrary above, Executive may participate in civic and charitable activities, and may serve as member of the board of directors of such entities as may be approved from time to time in advance by the Reporting Officer, so long as such activities do not conflict with or interfere with Executive\u2019s performance of her duties hereunder or compete with or present an actual or apparent conflict of interest for the Company, which shall be determined by the Reporting Officer and/or the General Counsel of IAC/InterActiveCorp in his/her good faith judgment."], "obj_label": "Employment", "id": "f0976169-ab45-45c5-9a05-df90bc59cdcb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFor purposes of this Agreement, employment with the Company shall include employment with the Company\u2019s Affiliates and successors. Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the Employee\u2019s employment at any time."], "obj_label": "Employment", "id": "6ff981b2-bb21-41d0-9c17-cc795cd0e5b5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the period commencing on the Amendment Effective Date and for the duration of the Employment Period (as defined in Section 4 below) (the \u201c Specified Employment Period \u201d), the Company shall continue to employ Executive, and Executive shall continue to serve, as Chairman, President and Chief Executive Officer of the Company, Enviva Holdings GP, LLC, a Delaware limited liability company (\u201c Holdings GP \u201d) and the general partner of Enviva Holdings, LP, a Delaware limited partnership (\u201c Holdings \u201d), and such other Affiliates of the Company as may be designated by the Board of Directors of Holdings GP (the \u201c Holdings Board \u201d) from time to time."], "obj_label": "Employment", "id": "e0257216-5e65-4ef6-a622-6525e792f58f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant or director of the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or an Affiliate to terminate the Participant\u2019s employment or service with the Company or an Affiliate at any time, with or without Cause."], "obj_label": "Employment", "id": "b6daa11a-5f33-40c6-be68-44d83ce5c8ff", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the terms and subject to the conditions set forth in this Agreement, the Company employs Executive as the Company\u2019s Chief Financial Officer, and Executive accepts such employment. The Executive will report to the Company\u2019s Chief Executive Officer. This agreement supersedes the Employment Agreement between the Company and the Executive dated August 3, 2016, which Agreement is hereby terminated and neither party shall have any further rights or obligation thereunder."], "obj_label": "Employment", "id": "be786f5c-4497-459a-b256-c518b1e24a19", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf the Executive is no longer an employee of the Company and/or any subsidiaries of the Company, the Lease shall continue in full force and effect (subject to Tenant\u2019s termination and other rights set forth in the Lease). Regardless of such termination of employment, for the Term of the Lease, Tenant will have ongoing ordinary income taxable as wages, subject to information reporting on IRS Form W-2, and the Company will have ongoing income and payroll tax withholding obligations with respect to the Lease Differential Amount (hereinafter defined), and upon exercise of the Original Purchase Price Option (hereinafter defined), if applicable."], "obj_label": "Employment", "id": "5edabb18-22e1-463c-96af-40571f29e283", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Change in Control, (ii) the Date of Termination by the Executive of the Executive's employment for Good Reason or by reason of death, Disability or Retirement, or (iii) the termination by the Company of the Executive's employment for any reason."], "obj_label": "Employment", "id": "09755a4f-2532-464a-b85d-498d35811873", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parties understand and agree that if, at any time , a violation of any term of this Agreement is asserted by any party hereto, that party shall have the right to seek performance of that term and/or any other necessary and proper relief including, but not limited to, damages from the applicable state or federal courts located in the State of Colorado and each agree to be subject to and shall submit to the jurisdiction of such courts for any such action or proceeding. In any such proceeding, the Parties agree that the remaining terms of this Agreement remain in full force and effect, and you further agree not to reinstate any claims otherwise compromised by this Agreement or rely upon the facts which allegedly support such claims ."], "obj_label": "Enforceability", "id": "70fe559c-5253-4318-a890-86c9e836c0ee", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect: (a)\u00a0such provision shall be fully severable; (b)\u00a0this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a portion of this Agreement; and (c)\u00a0the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such invalid, illegal or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such invalid, illegal or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in substance to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable."], "obj_label": "Enforceability", "id": "f4457f78-edcd-49c7-b41c-e2c4cd588ea4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Transactions are within each Loan Party\u2019s corporate or equivalent powers and have been duly authorized by all necessary corporate or equivalent and, if required, owner action. Each Loan Document to which a Loan Party is a party has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, as applicable, enforceable 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."], "obj_label": "Enforceability", "id": "a21c1091-a6b2-42cb-ba83-a04a4d38056c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Indemnitors shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable. Each of the Indemnitors agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his 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 Indemnitors 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 Indemnitors of their respective obligations under this Agreement."], "obj_label": "Enforceability", "id": "f8390f2e-4a84-4888-8b0c-ca70dd6ce509", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe failure of any party at any time to require performance by another party of any provision hereunder shall in no way affect the right of that party thereafter to enforce the same, nor shall it affect any other party\u2019s right to enforce the same, or to enforce any of the other provisions in this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of such provision or as a waiver of the provision itself."], "obj_label": "Enforceability", "id": "625c1659-30cc-46e9-8acf-4554229f4bdd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTeam Member acknowledges and agrees that a breach of any of the restrictive covenants set forth in this Agreement would cause irreparable damage to the Company Group, the exact amount of which would be difficult to determine, and that the remedies at law for any such breach would be inadequate.\u00a0\u00a0Accordingly, Team Member agrees that, in addition to any other remedy that may be available at law, in equity, or hereunder, the Company Group shall be entitled to specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any breach of any of the restrictive covenants set forth in this Agreement.\u00a0\u00a0In any action for injunctive relief, the prevailing party will be entitled to collect reasonable attorneys\u2019 fees and other reasonable costs from the non-prevailing party."], "obj_label": "Enforceability", "id": "ffd1e446-84e8-4e88-ab6d-55c8aad1fb2d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Non-Compete Period and Non-Solicitation Period shall be tolled during (and shall be deemed automatically extended by) any period in which Employee is in violation of the provisions of this Section 6.\u00a0\u00a0If a final and non-appealable judicial determination is made that any of the provisions of this Section 6 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 6 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.\u00a0\u00a0Moreover, and without limiting the generality of Section 6, notwithstanding the fact that any provision of this Section 6 is determined to not be enforceable through specific performance, the Company will nevertheless be entitled to recover monetary damages as a result of Employee\u2019s breach of such provision."], "obj_label": "Enforceability", "id": "8d9ef394-d91b-4527-8c6d-9450c88f0c8a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Loan Document constitutes or, when executed and delivered, will constitute a legal, valid and binding obligation of each Borrower party thereto, enforceable in accordance with its terms (subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors\u2019 rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity))."], "obj_label": "Enforceability", "id": "e6d90123-bc28-4ec5-9d0f-68948638f67b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any portion or provision of this Agreement is declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of that portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected by that declaration, and each portion and provision of this Agreement will continue to be valid and enforceable to the fullest extent permitted by law."], "obj_label": "Enforceability", "id": "e1ecf1d8-c2f5-426f-acae-f3ec568550a5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that the Executive breaches or threatens to breach any provisions of Section 5 or this Section 6, then the Company will suffer irreparable harm and monetary damages would be inadequate to compensate the Company. Accordingly, in addition to any other rights which the Company may have, the Company shall (i) be entitled, without the posting of bond or other security, to seek injunctive relief to enforce the restrictions contained in such Sections and (ii) have the right to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments and other benefits derived or received by the Executive as a result of any transaction constituting a breach of any of the provisions of Sections 5 or 6, to the maximum extent permitted by law."], "obj_label": "Enforceability", "id": "f993f29c-549f-4b01-9b25-92acbee01b75", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFIS is a validly existing corporation under the laws of Italy; the execution, delivery and performance of this Agreement by FIS (where applicable) has been duly authorized by all requisite corporate action; this Agreement constitutes the legal, valid and binding obligation of FIS, enforceable against FIS in accordance with the terms hereof; and the execution, delivery and performance of this Agreement by FIS will not violate or conflict with any other agreement or instrument to which FIS is a Party."], "obj_label": "Enforceability", "id": "2e266a35-9c42-4c4b-b698-dc059863f7d4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement has been duly and validly authorized, executed and delivered on behalf of Investor and shall constitute the legal, valid and binding obligations of Investor enforceable against Investor 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."], "obj_label": "Enforceability", "id": "cc3693b6-ee4c-4f0b-8e1a-c950c61ec604", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Amendment is held to be illegal, invalid or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Amendment 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."], "obj_label": "Enforceability", "id": "afa49093-bbd6-448b-9fce-c84009bd9837", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe enumeration of the rights and remedies of the Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Agent or any Lender 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 shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. No waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lenders required pursuant to Section \u00a09.1 , and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent and the Lenders until the Obligations (other than contingent indemnification obligations) have been paid in full."], "obj_label": "Enforceability", "id": "fd806877-0b7b-427c-971b-33627760d3a1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n[The Payee] will not take or omit to take any action or assert any claim with respect to the Subordinated Debt or otherwise which is inconsistent with the provisions of this Section [___] . Without limiting the foregoing, [the Payee] will not assert, collect or enforce the Subordinated Debt or any part thereof or take any action to foreclose or realize upon the Subordinated Debt or any part thereof or enforce any of the Subordinated Documents except (i)\u00a0in each such case as necessary, so long as no default or event of default has occurred and is then continuing under the terms and provisions of any Senior Debt or would occur after giving effect thereto, to collect any sums expressly permitted to be paid by [the Maker] pursuant to Section [__](a) above or (ii)\u00a0to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitations. Until the Senior Debt has been finally paid in full in cash, [the Payee] shall not have any right of subrogation, reimbursement, restitution, contribution or indemnity whatsoever from any assets of [the Maker] or any guarantor of or provider of collateral security for any Senior Debt. [The Payee] further waives any and all rights with respect to marshalling."], "obj_label": "Enforceability", "id": "9a9ec8e1-be0d-4a55-902c-deb0d4e26504", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that any breach by Executive of any of the covenants and agreements of this Section 6 (\"Covenants\") will result in irreparable injury to the Company for which money damages could not adequately compensate\u00a0the Company, and therefore, in the event of any such breach, the Company shall be entitled, in addition to all other rights and remedies which the Company may have at law or in equity, to have an injunction issued by any competent court enjoining and restraining Executive and/or all other entities or persons involved therein from continuing such breach. The existence of any claim or cause of action which Executive or any such other entity or person may have against the Company shall not constitute a defense or bar to the enforcement of any of the Covenants. If the Company is obliged to resort to litigation to enforce any of the Covenants which has a fixed term, then such term shall be extended for a period of time equal to the period during which a material breach of such Covenant was occurring, beginning on the date of a final court order (without further right of appeal) holding that such a material breach occurred, or, if later, the last day of the original fixed term of such Covenant.\u00a0\u00a0\u00a0For purposes of Section 8(d), the term \u201cCompany\u201d shall include all affiliates and subsidiaries of the Company."], "obj_label": "Enforceability", "id": "29b42690-1ddd-4839-84bf-3f0632521fbe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any attorney is engaged by Lender to enforce or defend any provision of this Guaranty or to collect any sums owed by Guarantor under this Guaranty, with or without the filing of any legal action or proceeding, Guarantor shall pay to Lender, immediately upon demand all attorneys\u2019 fees and costs incurred by Lender in connection therewith, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the Note as specified therein."], "obj_label": "Enforceability", "id": "2be02c1b-0921-4375-8620-5d8bf2d7d9e1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 its terms. The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby (including, without limitation, the irrevocable surrender of the Securities) will not result in a violation of the organizational documents of the Holder."], "obj_label": "Enforceability", "id": "a41deb4f-db2a-420a-94ff-dd961866ed88", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant agrees that the restrictions contained in this Agreement are necessary for the protection of the business, Confidential Information, customer relationships, and goodwill of the Company and are considered by the Participant to be reasonable for that purpose, and that the scope of restricted activities, the geographic scope, and the duration of the restrictions set forth in this Agreement are considered by the Participant to be reasonable. The Participant further agrees that any breach of any of the restrictive covenants in this Agreement would cause the Company substantial, continuing, and irrevocable harm for which money damages would be inadequate and therefore, in the event of any such breach or any threatened breach, in addition to such other remedies as may be available, the Company shall be entitled to specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates (as defined below). The Participant further agrees that to the extent any provision or portion of the restrictive covenants of this Agreement shall be held, found, or deemed to be unreasonable, unlawful, or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Participant, the Participant agrees that (i) any PBRSU Shares issued by the Company to the Participant pursuant to this Agreement shall be forfeited for no consideration; (ii) in the event that the Participant sold the PBRSU Shares issued to the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the price at which the Participant sold the shares; and (iii) in the case of unvested Granted PBRSUs, such unvested Granted PBRSUs will automatically be forfeited for no consideration."], "obj_label": "Enforceability", "id": "f1b52517-8c9e-4fde-bc30-107f1233ad3c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Corporation shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement are not valid, binding and enforceable. The Corporation agrees that its execution of this Agreement shall constitute a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement of his 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."], "obj_label": "Enforceability", "id": "4f17b390-917d-49af-9802-af761a5eb3d5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 conveyance, fraudulent transfer, 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)."], "obj_label": "Enforceability", "id": "40878e02-4195-408c-9ada-dcd9258b4e4b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and Operating Lessee and constitute a legal, valid and binding obligation of Borrower and Operating Lessee, enforceable against Borrower and Operating Lessee 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). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, Operating Lessee, or any Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, 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), and none of Borrower, Operating Lessee, or any Guarantor have asserted any right of rescission, set-off, counterclaim or defense with respect thereto."], "obj_label": "Enforceability", "id": "a218d4df-5e4f-495a-b85c-282183ca9bb8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender hereby individually represents and warrants, as to itself, that it (i) is duly organized, validly existing and in good standing under the laws of its formation, and is duly qualified to transact business, in good standing and licensed in each state to the extent necessary to perform its duties and obligations under this Agreement in accordance with the terms of this Agreement; (ii) has the full power, authority and legal right to execute and deliver this Agreement and to perform in accordance herewith; (iii) has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. This Agreement constitutes the valid, legal, binding obligation of the Lender, except as the enforceability hereof may be limited by Bankruptcy Laws and by general principles of equity."], "obj_label": "Enforceability", "id": "979a2275-5d17-4f28-bd3d-785c7ae35c37", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of the Restrictive Covenant Agreement) shall to any extent be declared illegal or unenforceable by a court of competent 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, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law."], "obj_label": "Enforceability", "id": "1ef94e47-eb52-4137-946a-b1d26b373500", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant acknowledges that in the event of any breach or threatened breach of this Section\u00a08, the business interests of the Company and its Affiliates will be irreparably injured, the full extent of the damages to the Company and its Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and its 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 Participant expressly waives. The Participant understands that the Company may, in its sole discretion waive any of the requirements expressed in this Agreement, but that, for such a waiver to be effective, it must be made in writing and shall not in any way be deemed a waiver of the Company\u2019s right to enforce any other requirements or provisions of this Agreement. The Participant agrees that each of the Participant\u2019s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement."], "obj_label": "Enforceability", "id": "73bd5e75-2d7e-4cd9-a510-aa699cc20b0e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBecause the Participant\u2019s services are unique and because the Participant has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section\u00a07 .\u00a0 Therefore, in the event of a breach or threatened breach of this Section\u00a07 , the Company or its respective successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require the Participant to account for and pay over to the Company all compensation, profits, moneys, accruals or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained herein, if and when final judgment of a court of competent jurisdiction is so entered against the Participant."], "obj_label": "Enforceability", "id": "453713b2-ba1c-452b-9d64-95e9fb258392", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nMondel\u0113z International agrees to pay on demand (i)\u00a0all reasonable costs and expenses in connection with the preparation, execution, delivery, administration (excluding any cost or expenses for administration related to the overhead of the Administrative Agent), modification and amendment of this Agreement and the documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Joint Lead Arrangers with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement (which, insofar as such costs and expenses relate to the preparation, execution and delivery of this Agreement and the closing hereunder, shall be limited to the reasonable fees and expenses of Cravath, Swaine\u00a0& Moore LLP), and (ii)\u00a0all costs and expenses of the Lenders and the Administrative Agent, if any (including, without limitation, reasonable counsel fees and expenses of the Lenders and the Administrative Agent), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder."], "obj_label": "Enforceability", "id": "4181ea22-5d2f-49b2-8723-70b7c7ff5c13", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the other Transaction Documents to which such Buyer is a party have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer 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."], "obj_label": "Enforceability", "id": "66d2b1f4-4b5d-4579-ae42-2d1af47ae25e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement has been duly executed and delivered by the Borrowers 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) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors\u2019 rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing."], "obj_label": "Enforceability", "id": "d964a893-84bd-4500-9801-9c8bffbb1a1a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Indemnified Parties may enforce the obligations of Indemnitors without first resorting to or exhausting any security or collateral or without first having recourse to the Note, the Loan Agreement, the Pledge Agreement or any other Loan Documents or any of the Collateral, through foreclosure sale or otherwise, provided, \u00a0 however , that nothing herein shall inhibit or prevent Indemnitee from suing on the Note, foreclosing or exercising any power of sale under the Pledge Agreement or exercising any other rights and remedies thereunder, subject to the terms of the Loan Agreement. This Agreement is not collateral or security for the Obligations of Borrower pursuant to the Loan Agreement, unless Indemnitee expressly elects in writing to make this Agreement additional collateral or security for such Obligations of Borrower pursuant to the Loan Agreement, which Indemnitee is entitled to do in its sole and absolute discretion. It is not necessary for an Event of Default to have occurred pursuant to and as defined in the Pledge Agreement or the Loan Agreement for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the Loan Agreement to the contrary, the obligations of each Indemnitor pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement; and each Indemnitor expressly acknowledges and agrees that it is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance of the Loan or the value of the Collateral."], "obj_label": "Enforceability", "id": "69e8bbff-4040-4932-abc9-f4cfbfcc1678", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment in accordance with its terms. This Amendment has been duly executed and delivered by duly authorized officers of the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors\u2019 rights in general and the availability of equitable remedies."], "obj_label": "Enforceability", "id": "8a5472bf-c314-4566-bff9-ce69e1d3ca5c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant acknowledges that in the event of any breach or threatened breach of this Section\u00a07, the business interests of the Company and its Affiliates will be irreparably injured, the full extent of the damages to the Company and its Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and its 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 Participant expressly waives. The Participant understands that the Company may, in its sole discretion, waive any of the requirements expressed in this Agreement, but that for such a waiver to be effective it must be made in writing and shall not in any way be deemed a waiver of the Company's right to enforce any other requirements or provisions of this Agreement. The Participant agrees that each of the Participant's obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement."], "obj_label": "Enforceability", "id": "c0b705b4-ce4f-4cc7-887e-313863f4520f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Indemnity may be enforced by Lender without first resorting to or exhausting any other security or collateral, or without first having recourse to the Note, or to the personal liability of any maker or endorser thereof, or to the assets or estate of Borrower or of any other party liable for the Note, or to any of the property covered by the Mortgage, or any other Loan Document, through foreclosure proceedings or otherwise, or without first having recourse to any of the Loan Documents; provided, however, that nothing herein contained shall prevent the Lender from suing on the Note or foreclosing the Mortgage or from exercising any other rights hereunder or under any of the Loan Documents, and if such foreclosure or other remedy is availed of, only the net proceeds therefrom, after deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction of the amount due on the Note, the Mortgage and the other Loan Documents, and the Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. At any sale of the security or collateral for the Loan or any part hereof whether by foreclosure or otherwise, Lender may at its discretion purchase all or any part of such collateral so sold or offered for sale for its own account and may apply against the amount bid therefor the balance due it pursuant to the terms of the Note, the Mortgage or any of the Loan Documents."], "obj_label": "Enforceability", "id": "8bd99ef5-e3e3-4e21-8d19-ec34073ae5a0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto recognize and acknowledge that the geographical and time and scope of activity limitations contained in Section 13, Section 14 and Section 16 hereof are reasonable and properly required for the adequate protection of the Company\u2019s interests. Executive acknowledges that the Company or its Affiliate is the owner or the licensee of the trademarks used by it, and the owner or the licensee of the restaurant operating systems. It is agreed by the parties hereto that if any portion of the restrictions contained in Section 13, Section 14 or Section 16 are held to be unreasonable, arbitrary, or against public policy, then the restrictions shall be considered divisible, whether as to the time and/or to the geographical area and/or scope of activity, with each month of the specified period being deemed a separate period of time and each radius mile of the restricted territory being deemed a separate geographical area, so that the lesser period of time or geographical area shall remain effective so long as the same is not unreasonable, arbitrary, or against public policy. The parties hereto agree that in the event any court of competent jurisdiction determines the specified period or the specified geographical area of the restricted territory or the scope of the restricted activity to be unreasonable, arbitrary, or against public policy, a lesser time period or geographical area or scope of activity that is determined to be reasonable, nonarbitrary, and not against public policy may be enforced against Executive. If Executive shall violate any of the covenants contained herein and if any court action is instituted by the Company to prevent or enjoin such violation, then the period of time during which the Executive\u2019s business activities shall be restricted, as provided in this Agreement, shall be lengthened by a period of time equal to the period between the date of the Executive\u2019s breach of the terms or covenants contained in this Agreement and the date on which the decree of the court disposing of the issues upon the merits shall become final and not subject to further appeal."], "obj_label": "Enforceability", "id": "675b44c4-f548-418e-9572-f9a56bd92421", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer 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."], "obj_label": "Enforceability", "id": "d6ac277b-419e-4f73-843a-fee4e1163dc3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf, at the time of enforcement of any of the provisions of this Section 4.4, a court of competent jurisdiction determines that the restrictions stated herein are unreasonable under the circumstances then existing, then the maximum period, scope or geographical area reasonable under the circumstances shall be substituted for the stated period, scope or geographical area permitted by law, as determined by such court."], "obj_label": "Enforceability", "id": "294a406a-6c0a-49a7-b12c-ff89051bedfd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be applicable both before and after the commencement of any Insolvency Proceeding and all converted or succeeding cases in respect thereof. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Creditors, on the one hand, and Subordinated Creditor, on the other hand, even if all or part of the Liens securing such Senior Indebtedness are subordinated, set aside, avoided or disallowed in connection with any such Insolvency Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any such Insolvency Proceeding as a result of a fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Insolvency Proceeding is otherwise disallowed). Accordingly, the provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Code."], "obj_label": "Enforceability", "id": "f6fdb357-1bb7-47e9-905c-dc5251c08b63", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou understand that this Agreement does not prohibit you from pursuing an administrative claim with a local, state, or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers\u2019 Compensation Board, or the Department of Unemployment Assistance for unemployment benefits. This Agreement does not preclude the Company from pursuing court action regarding any claims arising out of any breach of the Inventions Agreement or other claims not otherwise resulting from, or arising out of, the termination of your employment with the Company. Nothing in this Agreement prohibits either party from seeking injunctive or declaratory relief from a court of competent jurisdiction. Either the Company or you may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, with the exception of claims set forth in this clause or arising out of the Inventions Agreement, neither party shall initiate or prosecute any lawsuit or claim in anyway related to any arbitrable claim, including without limitation any claims as to the making, existence, validity, or enforceability of the agreement to arbitrate."], "obj_label": "Enforceability", "id": "555877ef-1355-411c-ad2f-fe834a39f0e2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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, it is agreed that the Parties shall be entitled to seek 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 law or in equity. The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled."], "obj_label": "Enforceability", "id": "6652b413-a304-4374-9468-b7f338867015", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf at the time of enforcement of Sections 5, 6 , or 7 of this Agreement a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope, or area. Because Executive's services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an alleged breach or violation by Executive of Section 7(a) or 7(b) , the Noncompete Period will be tolled during the pendency of any proceeding (including any arbitration) over such breach or violation, provided that such proceeding was initiated during the Noncompete Period. Executive agrees that the restrictions contained in Sections 5, 6 , and 7 are reasonable."], "obj_label": "Enforceability", "id": "4126df9b-f257-49cb-ab9d-0a42cfe6f769", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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\u00a06, 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\u00a011(g), this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity."], "obj_label": "Enforceability", "id": "a345d884-bdd3-4495-8ca1-e0db237f5ee7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement has been duly executed and delivered by Holdings and each 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 (a)\u00a0the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors\u2019 rights generally, including in the case of the Debtors only the entry by the Bankruptcy Court of the Interim Order and the Final Order and to the terms thereof (b)\u00a0general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (c)\u00a0implied covenants of good faith and fair dealing."], "obj_label": "Enforceability", "id": "ba4ab651-47b6-42b7-8251-8e3146391e13", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPrudential has received all necessary corporate approvals and no other action on the part of Prudential is necessary to authorize the execution, delivery and performance of this Commitment Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated to be undertaken by Prudential in this Commitment Agreement and the Ancillary Agreements. This Commitment Agreement and the Ancillary Agreements have been (or will be) duly executed and delivered by Prudential, and each is (or when executed will be) a valid and binding obligation of Prudential, enforceable against Prudential in accordance with its terms, subject to the applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors\u2019 rights generally and by general equitable principles (\u201c Enforceability Exceptions \u201d)."], "obj_label": "Enforceability", "id": "4235e361-54a7-4fe9-8468-951badd700ea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBecause the Executive\u2019s services are unique and because the Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Section\u00a08 .\u00a0 Therefore, in the event of a breach or threatened breach of this Section\u00a08 , the Company or its respective successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals or other benefits derived from or received as a result of any transactions constituting a breach of the covenants contained herein, if and when final judgment of a court of competent jurisdiction is so entered against the Executive."], "obj_label": "Enforceability", "id": "c4d15a42-0e07-4c81-a136-e31621c10512", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, any of the Administrative Agent and the Collateral Agent, as the relevant Loan Document may provide, in accordance with the terms of the Loan Documents; provided , however , that the foregoing shall not prohibit ( a ) the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent and the Collateral Agent, as the case may be) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with the terms hereof (subject to Section 2.14 ), (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any bankruptcy, insolvency or Debtor Relief Law or (d) any Person authorized under the Intercreditor Agreement to exercise rights and remedies with respect to the Collateral; and provided , further , that if at any time there is no person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent regarding the enforcement of rights and remedies under to the Loan Documents and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14 , 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."], "obj_label": "Enforceability", "id": "ef9f3984-0064-4535-a30c-7739522b0fa2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and Leasehold Pledgor and constitute a legal, valid and binding obligation of Borrower and Leasehold Pledgor, enforceable against Borrower and Leasehold Pledgor 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). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, any Individual Owner, any Operating Lessee, any SPC Party or any Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, 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), and none of Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, any Individual Owner, any Operating Lessee, any SPC Party or any Guarantor have asserted any right of rescission, set-off, counterclaim or defense with respect thereto."], "obj_label": "Enforceability", "id": "852f5dc6-a76a-4cf1-a2b7-5e8aea23d6b6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the Purchase and Conversion Documents to which the Holder is a party have 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."], "obj_label": "Enforceability", "id": "9f045230-741d-47ac-84e6-0439584f2b5d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event the Indemnitee is required to bring any action to enforce rights or to collect funds due under this Agreement and is successful in such action, the Company shall reimburse the Indemnitee for all of the Indemnitee\u2019s reasonable expenses (including attorneys\u2019 fees and disbursements) in bringing and pursuing such action. The burden of proving that indemnification or advances are not reasonable shall be on the Company."], "obj_label": "Enforceability", "id": "ba01ccc5-0802-4c86-ac4f-89ef23f243a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBoth Parties agree that if any portion or provision of this Agreement or the Continuing Obligations shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of the Agreement and Continuing Obligations, other than those portions or provisions as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision shall be valid and enforceable to the fullest extent permitted by law."], "obj_label": "Enforceability", "id": "95a038df-0653-45a7-83db-e10eb46871a3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and the other Transaction Documents to which the Lender is a party have been duly and validly authorized, executed and delivered on behalf of the Lender and shall constitute the legal, valid and binding obligations of the Lender enforceable against the Lender 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."], "obj_label": "Enforceability", "id": "e32f684d-6919-4963-8cca-18e433e9073d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Guarantor from time to time shall pay to the Administrative Agent for the benefit of the Secured Parties, on demand, at the Administrative Agent\u2019s Principal Office or such other 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 Secured Parties have taken or failed to take any other action to collect all or any portion of the Guaranteed Liabilities or have taken or failed to take any actions against any Collateral securing payment or performance of all or any portion of the Guaranteed Liabilities, and irrespective of any event, occurrence, or condition described in Section\u00a012.3 ."], "obj_label": "Enforceability", "id": "7b581115-9a4c-42f5-a999-117654a6ed39", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Receivables Sale and Contribution Agreement as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment and the Receivables Sale and Contribution Agreement as amended hereby, are such Person\u2019s valid and legally binding obligations, enforceable in accordance with their respective terms."], "obj_label": "Enforceability", "id": "3ffe8192-f0ad-406d-8ba0-b27c406d4bba", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Omnibus Agreement shall be deemed invalid or unenforceable as written, it shall be construed, to the greatest extent possible, in a manner which shall render it valid and enforceable, and any limitations on the scope or duration of any such provision necessary to make it valid and enforceable shall be deemed to be part thereof, and no invalidity or unenforceability of any provision shall affect any other portion of this Omnibus Agreement unless the provision deemed to be so invalid or unenforceable is a material element of this Omnibus Agreement, taken as a whole."], "obj_label": "Enforceability", "id": "81639a95-af03-4982-b9e3-50fd5b652312", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe execution and delivery of the Transaction Documents to which such Buyer is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of such Buyer and no further consent or authorization of such Buyer or its members (or shareholders) is required. Each Transaction Document to which such Buyer is a party has been duly executed by such Buyer and, when delivered by such Buyer in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer 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."], "obj_label": "Enforceability", "id": "c627f292-788f-496f-8045-2c5a3aa768ee", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon him pursuant to this Section 6. The Executive agrees that each of the restraints contained herein are necessary for the protection of the goodwill, Confidential Information and other legitimate interests of the Company; that each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by such restraints. The Executive further acknowledges that, were he to breach any of the covenants contained in this Section 6, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to injunctive relief against any breach or threatened breach by the Executive of any of said covenants."], "obj_label": "Enforceability", "id": "82a2eea3-fb65-4343-9ac8-9412ceddb185", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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, acting upon the instructions or with the consent of Required Lenders as provided in this Agreement, (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."], "obj_label": "Enforceability", "id": "8ede3814-0d23-480a-a70e-aa92ef7f3c1a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent 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, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law."], "obj_label": "Enforceability", "id": "6d5f7453-a3b1-42e6-92a0-435641106995", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement has been duly executed and delivered by the Borrowers and constitutes, and each other Loan Document when executed and delivered by the Borrowers and each Guarantor that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrowers and each such Guarantor in accordance with its terms, subject to (a)\u00a0the effects of bankruptcy, insolvency, moratorium, administration, reorganization, Irish examinership, fraudulent conveyance or other similar laws affecting creditors\u2019 rights generally, (b)\u00a0general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (c) implied covenants of good faith and fair dealing, and (d)\u00a0the need for filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent."], "obj_label": "Enforceability", "id": "adc26902-65d4-4fc3-9729-e3d5a06e72ab", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe board intends that this policy will be applied to the fullest extent permitted by applicable law. The Company has the authority to seek recovery through any available means including litigation or the filing of liens, if necessary. The Company also has the authority, to the extent permitted by law, to deduct the amount to be repaid from any amounts otherwise owed to the recipient, including wages or other compensation, fringe benefits, or vacation paid. Whether or not the Company elects to make any deduction, if the Company does not recover the full amount that it has determined should be recovered, the recipient must immediately repay the unpaid balance. By agreeing to accept an award, each award recipient consents to the Company\u2019s right to make these deductions."], "obj_label": "Enforceability", "id": "28592ae5-c40d-4ac9-9447-41391d33085a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf the subject T-Mobile Collocator or its designated contractor does not deliver written objection to the terms of a T-Mobile Tower Equipment Approval, that was properly prepared by CCTMO and delivered to said T-Mobile Collocator in accordance with this Second Amendment, within sixty (60) days of the date of its delivery to T-Mobile Collocator or its designated contractor, then the subject T-Mobile Tower Equipment Approval shall be deemed to have been approved by T-Mobile and it shall be fully enforceable and legally binding on CCTMO and the T-Mobile Collocator that is party to the subject SLA, to the same extent as if it had been manually executed by both parties."], "obj_label": "Enforceability", "id": "7907d8dc-ce65-4509-b7a5-e4569c2f162f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Transaction Documents to which it is a party have been or will be duly executed and delivered by Seller, for good and valuable consideration. Once executed by each applicable counterparty, the Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors\u2019 rights generally and to general principles of equity."], "obj_label": "Enforceability", "id": "91eb5f3e-4601-4ae9-aefb-6c1262c6df7a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Executive commits a breach of any of the provisions of this Section\u00a010, 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 Executive possesses considerable Confidential Information and that the services being rendered hereunder are of a special, unique, and extraordinary character and that any such breach will cause irreparable injury to the Company and its Subsidiaries and Affiliates and that money damages will not provide an adequate remedy to the Company or its Subsidiaries or Affiliates. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its Subsidiaries and Affiliates, at law or in equity. Accordingly, Executive consents to the issuance of a temporary and/or preliminary injunction, in aid of arbitration, consistent with the terms of this Agreement."], "obj_label": "Enforceability", "id": "2be40fe2-c28a-45c7-bdef-2116dce82011", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by Seller, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles."], "obj_label": "Enforceability", "id": "8490a8c7-b59a-4d72-a2d8-2f8ca6e11baa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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) implied covenants of good faith and fair dealing and (iv)\u00a0except to the extent set forth in the applicable Foreign Pledge Agreements or Foreign Security Documents, any foreign laws, rules and regulations as they relate to pledges of Equity Interests or granting of Liens pursuant to such agreements."], "obj_label": "Enforceability", "id": "8d714988-25d6-47b6-8d39-ecaea57bbac5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any court holds the Restrictive Covenants unenforceable by reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Company and its affiliates to the relief provided above in the courts of any other jurisdiction within the geographic scope of such Restrictive Covenants."], "obj_label": "Enforceability", "id": "fa4b8ad8-2276-4c47-b79f-c2a1914977c9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of a breach by the Participant of any of the covenants set forth in this Article VII, it is agreed that the Company shall suffer irreparable harm for which money damages are not an adequate remedy, and that, in the event of such breach, the Company shall be entitled to obtain an order of a court of competent jurisdiction for equitable relief from such breach, including, but not limited to, temporary restraining orders and preliminary and/or permanent injunctions against the breach of such covenants by the Participant. In the event that the Company should initiate any legal action for the breach or enforcement of any of the provisions contained in this Article VII and the Company does not prevail in such action, the Company shall promptly reimburse the Participant the full amount of any court costs, filing fees, attorney\u2019s fees which the Participant incurs in defending such action, and any loss of income during the period of such litigation."], "obj_label": "Enforceability", "id": "5871f9c4-c1b3-42e4-9290-4f120ccc50ff", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGuarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Administrative Agent\u2019s and each Lender\u2019s consideration for entering into this transaction, Administrative Agent and each Lender has specifically bargained for the waiver and relinquishment by Guarantor of all of the defenses specifically waived in Section 5 hereof, and (d)\u00a0Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Administrative Agent and each Lender that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Administrative Agent and each Lender, and that Administrative Agent and each Lender is induced to enter into this transaction in material reliance upon the presumed full enforceability thereof."], "obj_label": "Enforceability", "id": "e79e361f-f71d-47b0-8371-d88aacf113b5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll amounts credited to a Non-Employee Director\u2019s Account shall be paid to the Non-Employee Director, or his or her designated beneficiary (or beneficiaries) or estate, in a single lump sum as soon as practicable (but in no event later than 75 days) after the end of the first applicable period of deferral specified in Section 4 (above) occurs. Such payment shall be made in shares of Stock, provided, however, that fractional shares shall be paid in cash."], "obj_label": "Fees", "id": "148e59b3-cb0b-4f1f-b942-361128e91073", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that any severance and other benefits provided to or for the benefit of the Executive or his or her legal representatives and dependents pursuant to this Agreement and any other agreement, benefit, plan, or policy of the Company (this Agreement and such other agreements, benefits, plans, and policies collectively being referred to herein as the \u201c Change in Control Arrangements \u201d) constitute \u201cparachute payments\u201d within the meaning of Section 280G(b)(2)(A)(i) of the Code (such severance and other benefits being referred to herein as the \u201c Payments \u201d), the Company will provide the Executive with a computation of (i) the maximum amount of \u201cPayments\u201d due to the Executive under the Change in Control Arrangements that could be made without the imposition of the excise tax under Section 4999 of the Code (said maximum amount being referred to as the \u201c Capped Amount \u201d); (ii) the value of all Payments that could be made pursuant to the terms of the Change in Control Arrangements (all said payments, distributions and benefits being referred to as the \u201c Uncapped Payments \u201d); (iii) the dollar amount of excise tax (if any) which the Executive would become obligated to pay pursuant to Section 4999 of the Code as a result of receipt of the Uncapped Payments (the \u201c Excise Tax Amount \u201d); and (iv) the net value of the Uncapped Payments after reduction by (A) the Excise Tax Amount, (B) the estimated income taxes payable by the Executive on the difference between the Uncapped Payments and the Capped Amount, assuming that the Executive is paying the highest marginal tax rate for state, local and federal income taxes, and (C) the estimated hospital insurance taxes payable by the Executive on the difference between the Uncapped Payments and the Capped Amount based on the hospital insurance tax rate under Section 3101(b)(1) of the Code and the additional tax for income in excess of $200,000 under Section 3101(b)(2) of the Code (the \u201c Net Uncapped Amount \u201d). If the Capped Amount is greater than the Net Uncapped Amount, the Executive shall be entitled to receive or commence to receive Payments equal to the Capped Amount; or if the Net Uncapped Amount is greater than the Capped Amount, the Executive shall be entitled to receive or commence to receive Payments equal to the Uncapped Payments. If the Executive receives the Uncapped Payments, then the Executive shall be solely responsible for the payment of all income and excise taxes due from the Executive and attributable to such Uncapped Payments, with no right of additional payment from the Company as reimbursement for any taxes. If the Executive receives the Capped Amount, he or she shall be entitled to select which Payments shall be paid and which shall be forfeited."], "obj_label": "Fees", "id": "7e253871-ed48-48e7-aec7-9c742d143c4a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring the Term, the Company shall pay the Consultant a monthly fee of $33,667.00 for the Services (the \u201c Fee \u201d). The Consultant shall invoice the Company for this fee on a monthly basis at the beginning of each month. All invoices shall be paid within thirty (30) days of receipt. Additionally, the Company will reimburse the Consultant for reasonable out of pocket expenses approved in advance by the Company if greater than one hundred dollars ($100) and incurred in connection with providing the Services, supported by appropriate documentation."], "obj_label": "Fees", "id": "08f6e9bf-61e1-4f1c-89e7-887f64553eef", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn consideration of the agreements set forth herein, Borrower hereby agrees to pay to the Administrative Agent and the Lead Arranger, either for their own account or for the ratable account of the Lenders, as applicable, each of the fees as shall be required by that certain letter agreement, dated April\u00a026, 2010, entered into by and between Borrower, the Administrative Agent and the Lead Arranger (the \u201c Amendment Fee Letter \u201d), in each case, at the times and in the amounts set forth in such Amendment Fee Letter."], "obj_label": "Fees", "id": "224c4f9d-5a59-46d3-93ee-2c6012e2fab7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto shall pay their own costs and expenses in connection herewith, regardless of whether the transactions contemplated hereby are consummated. In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable attorneys' fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings."], "obj_label": "Fees", "id": "ea4d6d65-3f1f-4461-9445-5d8120a03a7f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPayments by the Guarantors shall be made to the Administrative Agent, to be credited and applied to the Guaranteed Obligations in accordance with Section \u00a012.4 of the Credit Agreement, in immediately available Dollars to an account designated by the Administrative Agent or at the Administrative Agent\u2019s Office or at any other address that may be specified in writing from time to time by the Administrative Agent."], "obj_label": "Fees", "id": "263a2f3e-ecec-4a3d-91d4-fb254ef1af20", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent\u2019s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 2:00 p.m. on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments shall be made to the Administrative Agent at the Principal Office for the account of the Swing Loan Lender with respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans in U.S. Dollars and in immediately available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders in immediately available funds; provided that in the event payments are received by 2:00 p.m. by the Administrative Agent with respect to the Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders interest at the Federal Funds Effective Rate with respect to the amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent\u2019s and each Lender\u2019s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement."], "obj_label": "Fees", "id": "6de3d1d1-91ba-4119-89fe-900dce6f88a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrowers shall pay to Lender in immediately available funds, due and owing as set forth in the Pricing Side Letter, including the Funding Fee. Each payment of the Funding Fee is and shall be deemed to be fully earned and non-refundable when paid, and such payment shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Lender at such account designated by Lender."], "obj_label": "Fees", "id": "dec60a6f-8dd5-4e17-a2d9-2fe669401008", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSo long as any of the Senior Indebtedness remains outstanding or the Lender has the obligation to make advances or other financial accommodations to or for the benefit of the Loan Parties, the Manager shall not, without the prior written consent of the Lender, demand, receive or accept any payment from the Loan Parties in respect of the Subordinated Obligations, except that, so long as no Default or Event of Default has occurred and is continuing under the Loan Agreement, the Manager may accept payments of management fees (up to a maximum of $250,000 in the aggregate in any one calendar year), but only to the extent that such payments are not prohibited under, or would not cause or result in the default of any financial covenants set forth in, the Loan Agreement."], "obj_label": "Fees", "id": "b9ab6cf4-7641-4634-9ed4-cb987a420ff8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower shall have paid to the Agent on the Sixth Amendment Effective Date all reasonable and documented fees, out-of-pocket costs and expenses of the Agent incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Agent."], "obj_label": "Fees", "id": "e0b43ec0-fddb-4d73-89fa-02f5f345565c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as provided in Section 9.3 of the Plan, upon the Participant\u2019s Payment Date, any amounts payable under the Plan shall be paid in a lump sum or in substantially equal annual installments over the Installment Payment Period, in accordance with the Participant\u2019s Distribution Election or Change Election, as applicable. Installment payments shall be treated as a single payment for purposes of Code Section 409A."], "obj_label": "Fees", "id": "ce11ea32-e81d-4482-82ff-46e71e823a34", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Facility fees and, whenever it is calculated on the basis of the Prime Rate, interest shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed; and, otherwise, interest and Letter of Credit commissions shall be calculated on the basis of a 360-day year for the actual days elapsed. Notwithstanding the foregoing, any determination of the Eurocurrency Rate for Loans denominated in Australian Dollars, Singapore Dollars and Hong Kong Dollars shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the relevant Specified Borrower and the Banks of each determination of an Adjusted Eurocurrency Rate. Any change in the ABR due to a change in the Prime Rate or the NYFRB Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the NYFRB Rate, respectively. The Administrative Agent shall as soon as practicable notify the relevant Borrower and the Banks of the effective date and the amount of each such change in interest rate."], "obj_label": "Fees", "id": "4ef46aad-e13f-4895-a842-97d0b57ac774", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party 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, but not limited to, any matters related to the 2019 Annual Meeting, except that the Company will reimburse BLR Partners for its reasonable documented expenses, including legal fees, incurred in connection with the negotiation and entry into this Agreement and other matters related to the 2019 Annual Meeting, in an amount not to exceed $50,000."], "obj_label": "Fees", "id": "5135a50e-8def-4a63-afab-753fb1d7bf5a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parent Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of one counsel to the Administrative Agent in accordance with the terms in the Credit Agreement."], "obj_label": "Fees", "id": "64a39c9f-f793-467a-bb7e-b6f9fa42b8d3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Investor hereby tenders to the Company (i) the full Purchase Price by check or wire transfer and (ii) one completed and manually executed copy of this Subscription. In the event that the Closing is not consummated on or prior to the Closing Date, unless otherwise agreed to by Investor in writing, the Purchase Price shall be returned to the Investor, without interest or deduction."], "obj_label": "Fees", "id": "8d4cf2be-c9ce-483b-ae69-fcb8d6bef711", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive\u2019s services under this Agreement, in accordance with the Company\u2019s policies regarding such reimbursements. The Company shall also pay or reimburse the Executive for all attorneys\u2019 fees and other charges of counsel reasonably incurred by the Executive in connection with the negotiation and execution of this Agreement, promptly upon presentation of appropriate supporting documentation and in accordance with the expense reimbursement policy of the Company, up to the amount of $5,000."], "obj_label": "Fees", "id": "6096feb5-2df8-4df2-88d6-f0386152a341", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) The Borrower agrees to pay the Administrative Agent for distribution to each Non-Defaulting Lender a commitment commission (the \u201c Commitment Commission \u201d) for the period from the Restatement Effective Date to and including the Delayed Draw Funding Date computed at a per annum rate equal to 35% of the Applicable Margin of the daily Unutilized Commitment, in each case, of such Non-Defaulting Lender. Accrued Commitment Commission shall be due and payable in arrears on each Payment Date and on the Delayed Draw Termination Date (or, if earlier, the date upon which the Total Commitments are terminated)."], "obj_label": "Fees", "id": "90943a27-3d84-475a-bf22-608b173890ab", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nInvestor has submitted documentation of its actual out-of-pocket third-party professional fees and expenses incurred in connection with (a) the 2019 Annual Meeting, including but not limited to its nominations in connection therewith and all matters related thereto, and (b) the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, that are, in each of clauses (a) and (b), incurred prior to or on the date of this Agreement.\u00a0 Within five (5) business days after the date of this Agreement, the Company shall reimburse Investor for the actual expenses incurred prior to and on the date of this Agreement, by wire transfer or transfers in accordance with such wire instructions provided in writing by the Investor; provided , that such reimbursements pursuant to this paragraph 24 shall not exceed six hundred thousand dollars ($600,000) in the aggregate.\u00a0 Except as otherwise provided in this paragraph 24, all fees, costs and expenses incurred by each of the Parties hereto and their Affiliates shall be borne by such Party."], "obj_label": "Fees", "id": "2d68c027-9dd3-4223-ae86-ff496d03ef3b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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, and the Borrower shall pay the cost of any 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."], "obj_label": "Fees", "id": "acccb8fb-5149-49fd-862b-3cce43366de9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee or Letter of Credit fee, and any reduction of the Commitments of the Lenders, shall be made pro rata according to the respective Tranche B Term Loan Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders; provided however that if (i)\u00a0the Borrower makes non pro rata payments in accordance with Sections 5.18 and 5.19 to only those Lenders selling Term Loans in an Auction or in connection with an Assignment pursuant to Section\u00a012.16 or (ii)\u00a0Facilities in addition to the Tranche B Term Facility or the Original Revolving Credit Facility exist pursuant to the terms of this Agreement, this Section\u00a05.11(a)\u00a0shall not prohibit the Borrower from making such additional payments or such reductions in Commitments as otherwise expressly provided for herein."], "obj_label": "Fees", "id": "9bac977d-6a46-42b6-b420-d01d0fed3e4a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee in Dollars which shall accrue at the Applicable Commitment Fee Rate on the average daily amount of the unused Commitment of such Lender under the applicable Tranche during the period from and including the date that is 90 days following the date of this Agreement until the earlier of (i) the last day of the Availability Period and (ii) the Closing Date, payable in arrears on such 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)."], "obj_label": "Fees", "id": "2df39241-2076-411d-b37b-ccd700328b69", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrowers shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Agent, Lenders and Issuing Bank for any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deducted by any Obligor or Agent, or paid by Agent, any Lender or Issuing Bank, with respect to any Obligations, Letters of Credit or Loan Documents, whether or not such Taxes were properly asserted by the relevant Governmental Authority, and including all penalties, interest and reasonable expenses relating thereto, as well as any amount that a Lender or Issuing Bank fails to pay indefeasibly to Agent under Section 5.10 . A certificate as to the amount of any such payment or liability delivered to Borrower Agent by Agent, or by a Lender or Issuing Bank (with a copy to Agent), shall be conclusive, absent manifest error. As soon as practicable after any payment of Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt from the Governmental Authority or other evidence of payment satisfactory to Agent."], "obj_label": "Fees", "id": "983b13fe-5cdc-4fdf-b85f-3e1d8d169bd6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAnything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section\u00a02.08(a), (b)\u00a0or (d)\u00a0(without prejudice to the rights of the Non\u2011Defaulting Lenders in respect of such fees), provided that to the extent that all or a portion of the Facility Exposure of such Defaulting Lender is reallocated to the Non\u2011Defaulting Lenders pursuant to Section\u00a02.21(a), such fees (other than the fee payable pursuant to Section\u00a02.08(d)) that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non\u2011Defaulting Lenders in the applicable Tranche, pro rata from the date of such reallocation in accordance with their respective Commitments."], "obj_label": "Fees", "id": "916369a8-3cb7-4c85-82c9-ed8169b49a20", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower shall pay such fees to the Administrative Agent, for its own account and for the benefit of the Lenders providing such additional Revolving Commitments or participating in such tranche of Incremental Term Loans, as the case may be, as determined at the time of such increase or funding of such tranche of Incremental Term Loans and agreed to by the Borrower in writing."], "obj_label": "Fees", "id": "f0a317fd-a258-491f-9570-1f0d6c418e0f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLandlord shall receive a fee equal to one percent (1%) of the Allowance for Landlord\u2019s review and supervision of construction of the Tenant Alterations, which fee shall be paid by Landlord applying one percent (1.0%) of the Allowance in payment thereof. Such fee is in addition to Tenant\u2019s reimbursement of costs incurred by Landlord pursuant to other provisions hereof, including, without limitation, for Landlord's architects and engineers to review Tenant's Plans."], "obj_label": "Fees", "id": "d6f02880-f8bb-4590-b6b2-8de118a433eb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the determination of liability under Sections 6.2 or 6.3 hereof, the appropriate party shall pay to the other, within 10 days after such determination, the amount of any claim for indemnification made hereunder and, if such payment is not made thereunder, the Indemnified Party shall have, in addition to its other remedies, set-off rights against any amounts owed to the Indemnifying Party and/or its affiliates, in a manner as the Indemnified Party shall exclusively determine."], "obj_label": "Fees", "id": "ea7f77ee-72ce-4070-b327-ca5057e1bda2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon 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 of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any income, employment, or other applicable taxes or other amount required to be withheld or accounted for to any tax authority. 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. Any fractional share of Common Stock shall be settled in cash."], "obj_label": "Fees", "id": "334084ee-68a2-4837-b67e-20a9e5a0ce9c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower shall immediately pay Administrative Agent upon demand all actual out-of-pocket costs and expenses incurred by Administrative Agent (including reasonable attorneys\u2019 fees and expenses) in connection with: (a) the preparation of this Agreement, all other Loan Documents and Other Related Documents contemplated hereby; (b) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement, the other Loan Documents, Other Related Documents and any other documents or matters, (c) securing the Borrower\u2019s compliance with any requests made pursuant to the provisions of this Agreement; (d) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Administrative Agent pursuant to this Agreement, the other Loan Documents and Other Related Documents; (e) enforcing 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 the Borrower, this Agreement, the other Loan Documents, Other Related Documents, the Property or any other security given for the Loan; and (f) the enforcement or satisfaction by Administrative Agent or Lenders of any of Borrower\u2019s obligations under this Agreement, the other Loan Documents or the Other Related Documents or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a \u201c work out \u201d or of any insolvency or bankruptcy proceedings. For all purposes of this Agreement, Administrative Agent\u2019s and Lenders\u2019 costs and expenses shall include, without limitation, all appraisal fees incurred for (x) provided that no Default exists, no more than two appraisals obtained during the term of the Loan (in addition to any appraisal delivered in connection with the closing of the Loan) and (y) all appraisals obtained after and during the continuation of a Default, cost engineering and inspection fees, reasonable legal fees and expenses, accounting fees, environmental consultant fees, auditor fees, UCC filing fees, UCC vendor fees and the cost to Lenders of any title insurance premiums, title surveys, reconveyance and notary fees (to the extent Administrative Agent is permitted to procure such items hereunder) and/or (following the occurrence and during the continuance of Default) all costs incurred by Administrative Agent in connection with Section 11.2 hereof. Notwithstanding anything to the contrary herein, in no event shall Borrower be required to pay any underwriting fees or other similar fees to Administrative Agent or any Lender. Borrower recognizes and agrees that formal written Appraisals of the Property and Improvements by a licensed independent appraiser may be required by Administrative Agent\u2019s or any Lender\u2019s internal procedures and/or federal regulatory reporting requirements on an annual and/or specialized basis and Borrower hereby agrees that, subject to the cost allocations set forth in the immediately preceding sentence, Administrative Agent shall have the right to obtain any such appraisal. Additionally, and notwithstanding anything contained herein to the contrary, any Lender may require Administrative Agent to obtain an Appraisal at any time at such Lender\u2019s expense if the expense of such Appraisal would not otherwise be the responsibility of Borrower. If any of the services described above are provided by an employee of Administrative Agent if Helaba is acting as Administrative Agent, Administrative Agent\u2019s costs and expenses for such services shall be calculated in accordance with Administrative Agent\u2019s standard charge for such services, which charges shall be commercially reasonable and without duplication to any third-party costs in connection with the same service."], "obj_label": "Fees", "id": "1bf286f4-a28e-492e-b38e-470f05b0b469", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll computations of interest and of fees shall be made by the Administrative Agent on the basis of a year of 360 days consisting of 12 30-day months (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination of an interest rate or the amount of a fee hereunder shall be made by the Administrative Agent (including determinations of a LIBOR Rate in accordance with the definitions of \u201cLIBOR Rate\u201d) and shall be conclusive, binding and final for all purposes, absent manifest error."], "obj_label": "Fees", "id": "583b354a-8047-4dda-9d4a-69ea74ff775b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe SNH Parties and the FVE Parties shall each be responsible for their own out of pocket costs, expenses and attorneys\u2019 fees incurred in connection with the consummation of the transactions contemplated by this Agreement, and, in the case of attorneys\u2019 fees, as incurred by any of them in connection with the negotiation, execution and delivery of Transaction Documents.\u00a0 The SNH Parties and the FVE Parties shall equally share all licensing costs and expenses."], "obj_label": "Fees", "id": "d8da616d-21b7-41a3-ae01-0dee4d02a061", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe costs and expenses (including, but not limited to, attorneys\u2019 fees) incurred by the Executive in investigating, defending, being a witness in, appealing or otherwise participating in any threatened or pending claim or any threatened or pending action, suit or proceeding described in Section 7.1 shall, at the written request of the Executive, be paid by the Company in advance of final judgment or settlement with the understanding, undertaking and agreement hereby made and entered into by the Executive and the Company that the Executive shall, if it is ultimately determined in accordance with Section 7.2 or pursuant to Section 7.10 that the Executive is not entitled to be indemnified, or was not entitled to be fully indemnified, repay to the Company such amount, or the appropriate portion thereof, so paid or advanced. Such advancements shall be made within ten business days of written request therefor by the Executive."], "obj_label": "Fees", "id": "41ada6b5-ccbd-48d3-9af6-39c43b914f09", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll computations of interest for Base Rate Loans (except for Base Rate computations in respect of clauses (a)\u00a0and (c) of the definition thereof) shall be made on the basis of a year of three hundred and sixty-five (365)\u00a0or three hundred and sixty six (366)\u00a0days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360)\u00a0day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (365)\u00a0day 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. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error."], "obj_label": "Fees", "id": "4e5eb975-61a0-4338-9241-ea3e19b08f69", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nINIS shall invoice Progenics for the applicable Supply Price for each quantity of Product supplied pursuant to this Agreement promptly upon delivery of such quantity of Product in accordance herewith. Progenics shall pay the applicable invoices within thirty (30) days of receipt of the invoice. Progenics shall notify INIS in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute). Progenics will be deemed to have accepted all invoices for which INIS does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices within the period set forth above. All payments to be made pursuant to this Agreement shall be paid in United States dollars. To the extent required by applicable Laws, Progenics shall withhold from any payment any amounts required to be withheld in accordance with the applicable taxing or other governmental authorities."], "obj_label": "Fees", "id": "cc46d39a-ac03-4c76-9aaf-90773506a49e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrowers shall have paid the upfront fees to the Administrative Agent for the benefit of the Lenders in the amount agreed upon between the Borrowers and the Administrative Agent. The Lenders and the Administrative Agent shall have received all other 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. 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 Representative to the Administrative Agent on or before the Effective Date."], "obj_label": "Fees", "id": "805c6d09-c2d1-4582-8d3e-1a27c7e578dd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders and the Administrative Agent shall have received all fees required to be paid, and all reasonable out-of-pocket expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), before the Effective Date.\u00a0\u00a0All such amounts may be paid with proceeds of Loans made on the Effective Date and if paid with such proceeds, will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Effective Date."], "obj_label": "Fees", "id": "d3f22e9a-f4f4-4177-9550-45e280533814", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLessor is responsible for identifying and calculating all costs and expenses relating to: (A) food and beverages (including alcoholic beverages) provided in flight), (B) ground transportation for passengers if requested, (C) weather information at the destination, and (D) any ground transportation, hotel accommodations or other travel expenses of the pilot and crew. Lessor may charge Lessee for any such expenses, in accordance with Sections 5.1 (Flight Charges) and 5.2 (Invoices and Payments) of this Agreement."], "obj_label": "Fees", "id": "caaff45c-9ee4-4be8-89d8-b8ce44b30a63", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach return (including any information return), report, statement, declaration, estimate, schedule, notice, form, claim for refund, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Entity responsible for the imposition of Taxes (a \u201c Tax Authority \u201d) in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax, including any amendment thereof or attachment thereto (each, a \u201c Tax Return \u201d) required to be filed by or on behalf of the Company or any of its Subsidiaries with any Tax Authority: (i)\u00a0has been filed; and (ii)\u00a0in all material respects has been, accurately and completely prepared in compliance with all applicable Legal Requirements. All Taxes required to be paid by the Company and each of its Subsidiaries that are due and owing (whether or not shown or required to be shown on any Tax Return) have been paid. The Company has delivered or Made Available to Parent accurate and complete copies of all income and other material Tax Returns filed since January 1, 2015 requested by Parent."], "obj_label": "Fees", "id": "93274ddf-fcf9-47b1-89e6-f19cd1af1a11", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn each case subject to the limitations set forth in Section 10.04(a) of the Credit Agreement, unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced in reasonable detail at least two (2) Business Days prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings ( provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent)."], "obj_label": "Fees", "id": "6e2a6bbf-6ce9-468c-9577-409ddfdecf14", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAt the Closing, the Company shall reimburse Buyer for 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 (\u201c Documents \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 to a maximum of US$10,000. If requested, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the. The Buyer may deduct all such fees and expenses from the Purchase Price of the Note when funded."], "obj_label": "Fees", "id": "30dfb4c0-d7a7-496c-b157-6988b55a15f1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Administrative Agent shall have received, (i) for distribution to each Extending Revolving Lender on the Amendment No. 4 Effective Date (immediately prior to giving effect to the amendments contemplated to occur on the Amendment No. 4 Effective Date) who consents to this Agreement and unconditionally submits an executed signature page hereto prior to March 5, 2019 at 5:00 p.m. (New York time), a fee equal to 0.25% of the aggregate principal amount of such Extending Revolving Lender\u2019s Revolving Commitments on the Amendment No. 4 Effective Date (immediately prior to giving effect to the amendments contemplated to occur on the Amendment No. 4 Effective Date), which fee shall be non-refundable and fully earned and payable on the Amendment No. 4 Effective Date, and (ii) all fees required to be paid, and all expenses required to be paid or reimbursed under Section 9.03(a) of the Credit Agreement for which invoices have been presented a reasonable period of time prior to the Amendment No. 4 Effective Date."], "obj_label": "Fees", "id": "502ccf9e-cf74-4337-8b53-0c18ed15f532", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to any compensation payable hereunder, the Company shall also reimburse Executive for all expenses reasonably incurred by Executive in connection with the services performed on behalf of NeoGenomics under this Agreement including, but not limited to, airfare, hotel, food, and a standard mileage allowance pursuant to IRS guidelines for travel on Company business using a personally owned vehicle (collectively \u201cBusiness Expenses\u201d), upon providing the original receipts and an expense report for such expenses in accordance with the Company\u2019s expense reimbursement policy then in effect."], "obj_label": "Fees", "id": "2ac02f87-0e69-4c36-9bdd-4bc65e7639b9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Agent receives any payment for the account of the Lenders on or prior to 11:00 a.m. (New York time) on any Business Day, Agent shall pay to each applicable Lender such Lender\u2019s Pro Rata Share of such payment on such Business Day. If Agent receives any payment for the account of\u00a0the Lenders after 11:00 a.m. (New York time) on any Business Day, Agent shall pay to each applicable Lender such Lender\u2019s Pro Rata Share of such payment on the next Business Day. To the extent that any Lender has failed to fund any Credit Extension (a \u201c Non-Funding Lender \u201d), Agent shall be entitled to set-off the funding short-fall against that Non-Funding Lender\u2019s Pro\u00a0Rata Share of all payments received from Borrower."], "obj_label": "Fees", "id": "32ca9d07-8462-4958-a895-73e3dd764e1e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWith the exception of Base Rate Loans, interest on Loans, Letter of Credit fees, Related Expenses and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360)\u00a0days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis of a year having three hundred sixty-five (365)\u00a0days or three hundred sixty-six (366)\u00a0days, as the case may be, and calculated for the actual number of days elapsed."], "obj_label": "Fees", "id": "46c6ca14-838c-4f1f-8cef-f77b4b6ddeea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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."], "obj_label": "Fees", "id": "6800b181-cd5a-4a88-9c87-9fbf5b2fafef", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless converted as described herein, all payments of interest and principal shall be made to the Holder by bank wire transfer, in immediately available funds, to the account so specified by the Holder in lawful money of the United States of America (or to such other account as the Holder hereof shall notify the Company in writing) at the time each payment is due. Under no circumstances shall the Company have the right to prepay the principal before the maturity date."], "obj_label": "Fees", "id": "b8897326-1cb8-4b8d-bd57-e462dc5f3417", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto shall pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share of the reasonable attorneys\u2019 fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party in such proceedings."], "obj_label": "Fees", "id": "2e1ebfb4-91e4-4bf0-8067-083a6ef0a66e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAn Eligible Individual who exercises his or her SAR will receive a payment in cash or in Stock, or in a combination of cash and Stock, equal in amount to the product of (i)\u00a0the number of shares of Stock with respect to which the SAR is exercised multiplied by (ii)\u00a0the excess of the Fair Market Value of a share of Stock on the exercise date over the applicable SAR Share Value. The Committee acting in its absolute discretion shall determine the form of such payment. Any cash payment shall be made from the Company\u2019s general assets, and an Eligible Individual shall be no more than a general and unsecured creditor of the Company with respect to such payment."], "obj_label": "Fees", "id": "05c193bb-cda8-4783-8721-7fed88b39553", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf either party brings any legal action or other proceeding to enforce or interpret any of the rights, obligations or provisions of this Agreement, or because of a dispute, breach or default in connection with any of the provisions of this Agreement, the prevailing party is entitled to recover from the non-prevailing party reasonable attorneys\u2019 fees and all other costs in such action or proceeding in addition to, but without duplication, any other relief to which the prevailing party may be entitled."], "obj_label": "Fees", "id": "a055f438-1262-47cb-bdff-b88aca14553c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Administrative Agent shall have received for its own account, and for the account of each other Lender, as the case may be, all costs, fees and expenses (including the costs and expenses of legal counsel to the Administrative Agent) due and payable pursuant to the Fee Letter, Section 3.3 and, if then invoiced at least one (1) Business Day prior to the Restatement Date, Section 11.3 ."], "obj_label": "Fees", "id": "7bead897-7d22-4c7a-b20f-ffe4e5298021", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPrior to the vesting, settlement, payment or delivery, as the case may be, of a Section\u00a0162(m) Performance Award, the Committee \u00a0shall certify in \u00a0writing the \u00a0extent to which the applicable Section\u00a0162(m) Performance \u00a0Goals \u00a0and \u00a0any other material\u00a0 terms \u00a0of the Section\u00a0162(m) Performance Award have been achieved or exceeded for the applicable Performance Period. In no event may the Committee waive achievement of the Section\u00a0162(m) Performance Goal requirements for a Named Executive Officer except in its sole discretion in the case of the death or Disability of the Participant or a Change in Control."], "obj_label": "Fees", "id": "6bed5fce-b06a-4b3c-95cc-b7cc4dd26e32", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 interest, fees and charges in Sterling calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 365 days. 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 3.2 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 3.4, 3.6, 3.7, 3.9 or 5.9 , 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 10 days following receipt of the certificate."], "obj_label": "Fees", "id": "337a36e8-f8ed-423b-b42b-0c2371fcb2c4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLaredo is responsible for paying all actual and reasonable business related expenses arising directly as a result of the Consultant\u2019s performance of the Services. The Parties agree such expenses do not include housing, meals, regular living expenses and travel to and from the job site. Consultant will perform work in Laredo\u2019s Tulsa office, and Laredo will reimburse actual reasonable travel expenses for pre-approved business trips."], "obj_label": "Fees", "id": "cc8804b0-cd28-4b05-87b2-42e952f1cfbd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll Payments provided for in this Agreement may be made by mailing or delivering company checks of Lessee to Lessor at the address set forth in Section 9.2. Notwithstanding any provision of this Agreement to the contrary or any assignment pursuant to Section 8.1, under no circumstances shall Lessee be required to make any Payment hereunder, except by mailing or delivering one check to a single address. Upon making such Payment, Lessee shall be relieved of any and all responsibility for the division or distribution of the amount paid. Payments shall be deemed made upon delivery (in cases of personal delivery of checks) or upon mailing (in cases of mailing of checks by U.S. mail)."], "obj_label": "Fees", "id": "06fc0e08-de2c-4fdc-bc36-6e10ffb4a160", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrowers jointly and severally agree to pay to the Lenders the costs and expenses (excluding, for the avoidance of doubt, net income and other taxes) incurred by the Lenders, including legal fees, in connection with (i) preparation, negotiation, and execution of this Agreement, the New Secured Note and any other documents executed in connection herewith, (ii) the transactions contemplated by this Agreement, including, but not limited to amendments to the Original Secured Note, and any other document executed in connection herewith, (iii) monitoring a Lender\u2019s rights with respect to its obligations under this Agreement and (iv) the issuance of any Additional Secured Notes."], "obj_label": "Fees", "id": "1ffcb23c-f789-4873-9117-c8f1793ab99b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may elect to engage the services of attorneys, consultants, accountants or other persons. The Administrator, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. The Administrator (and its members) shall not be personally liable for any action, determination or interpretation made with respect to the Plan or the Awards, and the Administrator (and its members) shall be fully protected by the Company with respect to any such action, determination or interpretation."], "obj_label": "Fees", "id": "37e9d4c1-0b56-4ba4-be73-0243085e6a05", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll of the out-of-pocket expenses incurred in connection with any registration of Registrable Securities pursuant to this Agreement, including all SEC fees, blue sky registration and filing fees, listing notices and filing fees, printing fees and expenses, transfer agents\u2019 and registrars\u2019 fees and expenses and all reasonable fees and expenses of Parent\u2019s outside counsel and independent accountants shall be paid by Parent. Parent shall not be responsible for any legal fees for any Holder, including any counsel to any Holder, or any selling expenses of any Holder (including any broker\u2019s fees or commissions)."], "obj_label": "Fees", "id": "d59d1ee3-cf83-493a-8291-3304b60add6b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWithout limiting the provisions of the Loan Agreement (including, without limitation, Article 10 thereof), Borrowers agree to pay all costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, industry advisor and agent for Administrative Agent or any Lender) incurred before or after the date hereof by Administrative Agent, any Lender and their respective Affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents."], "obj_label": "Fees", "id": "7ac9ee94-0306-43a6-ab5a-edb51d963090", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPrior to or substantially concurrently with the funding of the Term Loan hereunder, Administrative Agent shall have received (i)\u00a0payment of all fees required to be paid by Borrower or OpCo on the Closing Date pursuant to the Commitment Letter or Fee Letter and (ii)\u00a0reimbursement for all costs and expenses required to be paid to Luxor Capital and/or its Affiliates by Borrower or OpCo pursuant to the Commitment Letter, in each case, for which invoices have been presented at least two Business Days prior to the Closing Date (including the reasonable and documented out-of-pocket costs and expenses of Luxor Capital\u2019s and its Affiliates\u2019 due diligence investigation and any fees and expenses of legal counsel), which amounts may be offset against the proceeds of the Term Loan."], "obj_label": "Fees", "id": "283b7190-f98e-4617-917b-de96bf377d59", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn order to exercise an Option, the Participant shall give notice in the form specified by the Company and follow such procedures as the Company (or its designee) may specify from time to time. Exercise of an Option also requires that the Participant make arrangements satisfactory to the Company for full payment of the Exercise Price for the Shares. All exercise notices shall be given in the form and manner specified by the Company from time to time."], "obj_label": "Fees", "id": "970928be-d48b-40c1-9e98-94389ee571bf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAdministrative Agent shall promptly transfer to each Lender after Administrative Agent\u2019s receipt thereof, any and all sums received by Administrative Agent for the benefit of each such Lender (each, a \u201c Payment \u201d) by wire transfer in immediately available funds. Administrative Agent shall wire (i) all monthly payments of interest on the Loan for the benefit of each such Lender within one (1) Business Days after the Payment was received by Administrative Agent so long as the payment was received before 1:00 P.M. (Eastern time), and if received on or after 1:00 P.M. (Eastern time) within two (2) Business Days after the Payment was received by the Administrative Agent, (ii) the payment of principal with respect to the final payment of the Loan on the same day so long as the payment was received before 1:00 P.M. (Eastern time), and if received on or after 1:00 P.M. (Eastern time) within one (1) Business Day after such payment was received by the Administrative Agent, and (iii) within five (5) Business Days after Administrative Agent\u2019s receipt thereof, all other sums received by Administrative Agent for the benefit of each such Lender. All payments of principal and interest in respect of the Loan, all payments of the fees payable to Lenders described in this Agreement (but not in any separate fee letter, except to the extent expressly set forth therein), and all payments in respect of any other obligations of Borrower under the Loan Documents shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as expressly provided herein or in the other Loan Documents, as the case may be."], "obj_label": "Fees", "id": "abd7d79f-2d04-4cf6-a6cd-d7e7881e5d65", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower shall, and shall cause each of its Subsidiaries to, pay and perform its material obligations before the same become delinquent or in default, including tax liabilities, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (ii) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (b) the failure to pay or perform pending such contest could not reasonably be expected to have a Material Adverse Effect."], "obj_label": "Fees", "id": "a5980670-6748-4234-a23e-e9c36b1cbf47", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf (a)\u00a0the interest on any Loan, any commitment or other fee, or any other Obligation not listed in subpart (b)\u00a0hereof, shall not be paid in full when due and payable or within five Business Days thereafter, or (b)\u00a0the principal of any Loan or any obligation under any Letter of Credit shall not be paid in full when due and payable."], "obj_label": "Fees", "id": "9fb62855-f088-4401-b976-a88e01c5a4d6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0Each borrowing of Loans under the Facility by the Company from the Lenders under the Facility, each payment by the Company on account of any Facility Fee and any reduction of the Commitments of the Lenders under the Facility shall be made pro rata according to the respective Percentages under the Facility (including in connection with a Commitment Reduction), of the relevant Lenders in the Facility except to the extent required or permitted pursuant to Sections 2.9, 2.11, 2.24 and 2.25."], "obj_label": "Fees", "id": "7e358cc1-be58-481e-9408-18031adb508c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe issuance of Conversion Securities on conversion of the principal 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 Conversion Securities, provided that the Holder shall pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any Conversion Securities in a name other than that of the Holder and the Company shall not be required to issue or deliver such Conversion Securities unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company or its transfer agent the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid."], "obj_label": "Fees", "id": "197690a4-6cbe-4dbf-9eb6-ca05e07d5ea8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower agrees to pay to KeyBank, the Agent and KBCM for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a separate fee letter among the REIT, KeyBank and KBCM (the \u201cAgreement Regarding Fees\u201d). Borrower hereby assumes all obligations of REIT under the Agreement Regarding Fees. All such fees shall be fully earned when paid and nonrefundable under any circumstances."], "obj_label": "Fees", "id": "911834dd-227f-4a97-8dc2-765cae349229", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs soon as administratively practicable after a Vesting Date, or, if vesting occurs upon a Change of Control as provided in Section 5(e) of the Plan, as soon as administratively practicable on or following such Change of Control, but in all events not later than 2\u00bd months following the vesting of the Award, you shall be paid the portion of the Award that vested on such date."], "obj_label": "Fees", "id": "3a8abe42-2eca-40f1-bb5f-88921ad5a59b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Executive is eligible to receive the Retention Payment, the Company shall pay the Retention Payment (or the prorated Retention Payment for a Retirement Termination) to Executive in one lump sum cash payment (net of applicable withholdings and deductions) on the earlier of (i) the first regularly scheduled pay date after the date of the Executive\u2019s termination by reason of the Executive\u2019s Termination without Cause, Death or Disability Termination or Retirement Termination (as the case may be), or (ii) the first regularly scheduled pay date after April 1, 2020 if Executive remains employed with the Company through April 1, 2020."], "obj_label": "Fees", "id": "8fe49e36-d0c3-42b1-8a06-39f2976f7592", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhen Time-Based Units vest, the Company shall cause the Grantee\u2019s employer to make a cash payment to the Grantee, payable in local currency, equal to the Fair Market Value of the shares of Company Stock underlying the vested Time-Based Units (rounded up to the nearest whole share), subject to applicable withholding for Taxes (as defined below). The Fair Market Value of the shares shall be determined as of the date immediately before the payment date. Payment shall be made within 60 days after the applicable vesting date."], "obj_label": "Fees", "id": "ed7b256f-7baf-4fcd-b873-69aac108fa3a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) The 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; provided that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender\u2019s 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 Credit Exposure."], "obj_label": "Fees", "id": "3db63412-3841-430f-a8c3-f6f2e2db51a0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nItem 6.24 (\u201c Accounts \u201d) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof) identifies all InvestLine Accounts and deposit, securities and commodities accounts and subaccounts in the name of any Loan Party or any Shell Subsidiary of any Loan Party, including, for each such account or subaccount, the name on the account or subaccount, the account or subaccount number, the type of account or subaccount, the name and address of the financial institution at which the account or subaccount is located, and the sources and uses of funds contained in or credited to such account or subaccount. Except as identified in Item 6.24 (\u201c Accounts \u201d) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof), each Loan Party and each Subsidiary of any Loan Party has and will pay its own liabilities and expenses out of its own funds drawn on its own InvestLine Account or bank account or subaccounts."], "obj_label": "Fees", "id": "ababf3bd-eaf0-4d0d-be71-f230691d9438", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0The 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 daily amount of the 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 date hereof to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the fifth Business Day after 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 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)."], "obj_label": "Fees", "id": "79bd11e0-e628-4a0b-8f33-da598e325c0c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFrom 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] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] 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. 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."], "obj_label": "Fees", "id": "4daa0e31-67e0-48a8-a5fe-7843f3117066", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubstantially concurrently with the funding of the Loans on the Closing Date, the Lenders, the Arrangers, the Administrative Agent and the Collateral Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented at least one Business Day prior to the Closing Date (including the reasonable fees and expenses of legal counsel of the Administrative Agent) shall have been paid."], "obj_label": "Fees", "id": "2686ebfc-afc3-4a52-aa4a-c7c65884eed2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Each borrowing by a Borrower from the Lenders hereunder of a Class shall be made pro rata from the Lenders of such Class , each payment by the Parent Borrower on account of any commitment fee with respect to any Class of Revolving Commitments (other than as provided in Section 2.18(a)) and any reduction of any Class of the Revolving Commitments of the Lenders shall be made pro rata by such Class, according to the respective Revolving Percentages Dollar Revolving Percentage (in the case of Dollar Commitments) or the Multicurrency Revolving Percentage (in the case of Multicurrency Commitments) of the relevant Lenders."], "obj_label": "Fees", "id": "75be2cf6-8db2-40e1-8bbd-49cddc25f1ca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWithin [***] after the end of each Calendar Quarter, Allogene will deliver to Cellectis a report setting forth for such Calendar Quarter the following information, on an Allogene Licensed Product-by-Allogene Licensed Product basis: (a) the Net Sales of each Allogene Licensed Product, (b) the basis for any adjustments to the royalty payable for the sale of each Allogene Licensed Product and (c) the royalty due hereunder for the sale of each Allogene Licensed Product. No such reports will be due for any Allogene Licensed Product before the First Commercial Sale of such Allogene Licensed Product in the Territory. The total royalty due for the sale of Allogene Licensed Products during such Calendar Quarter will be remitted at the time such report is delivered to Cellectis."], "obj_label": "Fees", "id": "eb2789f2-916d-44a0-a3d2-a01a591d3c22", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nInterest under the Term Loans shall be due and payable monthly in arrears on the 15th calendar day of each month during the term hereof. Bank shall, at its option, charge such interest, fees, all Bank Expenses, and all Periodic Payments, in each case, if and when due, against first, a deposit account designated by Borrower in writing, and second, if insufficient funds remain in such account, any of Borrower\u2019s other 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."], "obj_label": "Fees", "id": "08faa956-2ab0-4816-8299-fa7bd47d8c8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0The relevant Borrower will pay a commission on all undrawn and unpaid Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the USD Revolving Credit Facility, shared ratably among the USD Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, the relevant Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date."], "obj_label": "Fees", "id": "6542165a-250a-498a-8c98-ff6da043caa7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to the fees described in the Term Sheet, the Company will pay (or cause to be paid) the fees set forth in that certain letter agreement dated as of the date hereof, executed by SunTrust Bank, the Lead Arrangers and KeyBank and acknowledged and agreed to by the Company relating to this Commitment Letter (the \u201c Fee Letter \u201d). The Company also agrees to pay, or to reimburse SunTrust on demand for, all reasonable costs and expenses incurred by SunTrust (whether incurred before or after the date hereof) in connection with the Senior Credit Facility, the syndication thereof, the preparation of the Financing Documentation and the other Transactions, including, without limitation, reasonable fees and disbursements of its counsel, regardless of whether any of the Transactions are consummated. The Company also agrees to pay all costs and expenses of SunTrust, KeyBank and the Lead Arrangers (including, without limitation, reasonable fees and disbursements of its counsel) incurred in connection with the enforcement of any of their rights and remedies hereunder."], "obj_label": "Fees", "id": "2a781313-5f36-46c5-b082-3cf9d9b2f38d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation 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 Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation 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."], "obj_label": "Fees", "id": "244f3763-7fdc-4e87-aadf-e8565bb2142e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall reimburse Buyer for its costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (the \u201c Transaction Expenses \u201d), which shall be withheld by Buyer from its Purchase Price at the Closing in an aggregate amount not to exceed twenty thousand dollars ($20,000). The Company shall be responsible for the payment of any transfer agent fees, the Depository Trust Company (the \u201c DTC \u201d) fees or broker\u2019s commissions (other than for Persons engaged by Buyer) relating to or arising out of the transactions contemplated hereby. 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."], "obj_label": "Fees", "id": "8d0baa69-0aa5-4aa5-b448-41300534db07", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence or completion, as applicable, of a Milestone set forth in the payment schedule attached hereto as Exhibit J (the \u201c Payment Schedule \u201d), the corresponding portion of the Contract Price shall be due and payable to Supplier (each a \u201c Milestone Payment \u201d). Additionally, upon the lapse of each calendar month identified in the Payment Schedule, the progress payment associated with such calendar month shall be due and payable (each a \u201c Progress Payment \u201d)."], "obj_label": "Fees", "id": "c98775ad-c598-41c8-ac91-dedc16bfa0d7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in accordance with the most favorable agreements, policies, practices and procedures of the Company and its Affiliates in effect for the Employee at any time during the one-year period immediately preceding the Change of Control or, if more favorable to the Employee, as in effect generally at any time thereafter with respect to his peer employees of the Company and its Affiliates."], "obj_label": "Fees", "id": "1ff5b1bb-33c7-49d0-bfa3-39ecc14b65a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever any payment of cash is to be made by any Credit Party to any Person pursuant to this Agreement, the Notes or other Transaction Document, such payment shall be made in lawful money of the United States of America (provided, that payments of cash made in respect of the UK Term Notes (GBP) shall be made in lawful money of the United Kingdom) by a check drawn on the account or accounts of such Credit Party and sent via overnight courier service to such Person at such address as previously provided to the Borrower Representative in writing (which address, in the case of each of the Lenders, shall initially be as set forth on the Schedule of Lenders attached hereto); provided that (i) the Agent, any Holder or any Lender may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Borrower Representative with prior written notice setting out such request and the Agent\u2019s, such Holder\u2019s or such Lender\u2019s wire transfer instructions and (ii) Credit Parties may elect to make a payment of cash via wire transfer of immediately available funds in accordance with wire transfer instructions provided by the Agent, each Holder and each Lender upon request therefor. Whenever any amount expressed to be due by the terms of this Agreement or any Note 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 and, in the case of any Interest Date which is not the date on which the applicable Note is paid in full in cash, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. Any amount due under the Transaction Documents (other than principal and interest, if the same are already accruing interest at the Default Rate), which is not paid when due shall result in a late charge being incurred and payable by the Borrowers in an amount equal to accrued interest at the Default Rate from the date such amount was due until the same is paid in full in cash (\u201c Late Charge \u201d). Such Late Charge shall continue to accrue post-petition in any proceeding under any Bankruptcy Law."], "obj_label": "Fees", "id": "1dcae339-d9d3-4ce7-abd6-2f932c8954cc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided in this Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement will be paid by the party incurring such Expenses, whether or not the Merger is consummated. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Sections 8.1(d)(iii), 8.1(e)(ii) or 8.1(e)(iii), or for any of the reasons set forth in Section 8.4, then BVBC will pay to Heartland, within five Business Days of presentation by Heartland of reasonably detailed invoices for the same, all Expenses reasonably incurred by Heartland provided that the amount paid will not exceed $1,000,000, and, if this Agreement is terminated pursuant to Section 8.1(d)(ii), then Heartland will pay to BVBC, within five Business Days of presentation by BVBC of reasonably detailed invoices for the same, all Expenses reasonably incurred by BVBC provided that the amount paid will not exceed $1,000,000. As used in this Agreement, \u201c Expenses \u201d will consist of all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the solicitation of the approval of the Merger by holders of BVBC Common Stock and all other matters related to the consummation of the Merger."], "obj_label": "Fees", "id": "80f6fad8-665d-4df4-8c6b-9b255790b7f7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing, provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder\u2019s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note 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 of Principal or other amounts due under the Transaction Documents which is not paid 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 twelve percent (12%) per annum from the date such amount was due until the same is paid in full (\u201c Late Charge \u201d)."], "obj_label": "Fees", "id": "8f16f8ea-a5fc-4548-8da0-cd8912c55ee7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 2.12(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."], "obj_label": "Fees", "id": "01c3f024-32d4-4e44-a001-f992282b7c34", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company will reimburse Executive for reasonable travel, entertainment and other business expenses, including professional association fees, incurred by Executive in the furtherance of the performance of Executive\u2019s duties hereunder. Executive is expected to travel frequently to the Company\u2019s headquarters office in Arizona. All travel will be in accordance with the Company\u2019s travel policy and reimbursements to Executive by the Company pursuant to this Section 5 shall be in accordance with the Company\u2019s expense reimbursement policy as in effect from time to time."], "obj_label": "Fees", "id": "f1e90d3d-4326-483a-ade4-66c4974823b2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) \u00a0Commitment Fee . The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the aggregate amount of such Lender\u2019s Unused Commitment from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing June\u00a030, 2019, and on the 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)."], "obj_label": "Fees", "id": "5a40890e-a1d2-48e8-b919-9deab0778ae0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn consideration of the releases and other consideration described in this Agreement, the Company agrees to pay Employee an amount equal to 18 months of salary ($780,000), less lawful withholdings (which for the avoidance of doubt will be calculated in the same manner as withholderings were calculated during Employee\u2019s employment by the Company in 2018) and deductions (the \u201c Cash Consideration \u201d). The Company will also provide the additional consideration described on Attachment 1 (the \u201c Additional Consideration \u201d). The Cash Consideration and Additional Consideration are collectively referred to in this Agreement as the \u201c Consideration \u201d. The Cash Consideration and item (4) of the Additional Consideration will be paid in accordance with the Company\u2019s customary payroll practices, the requirements of applicable law, and will be subject to any applicable payroll and income tax withholding and other typical deductions, as will the cash value of item (1) of the Additional Consideration."], "obj_label": "Fees", "id": "168edc97-fa6c-4dd9-96a4-26318653e933", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Bank shall reimburse the Employee for all reasonable expenses incurred in connection with his duties on behalf of the Bank, provided that the Employee shall keep and present to the Bank records and receipts relating to reimbursable expenses incurred by him. Such records and receipts shall be maintained and presented in a format, and with such regularity, as the Bank reasonably may require in order to substantiate the Bank's right to claim income tax deductions for such expenses. For any expenditure in excess of $500.00, the Employee must obtain written approval from the CEO if he is to be reimbursed for the expense. Without limiting the generality of the foregoing, the Employee shall be entitled to reimbursement for any business-related travel, business-related entertainment and other costs and expenses reasonably incident to the performance of his duties on behalf of the Bank."], "obj_label": "Fees", "id": "6a629399-d3dd-480f-a979-f799d0bf37fb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that, on or after the Closing, either party receives payments or funds due or belonging to the other party pursuant to the terms of this Agreement or any of the Transaction Documents, then the party receiving such payments or funds shall promptly forward or cause to be promptly forwarded such payments or funds to the proper party (with appropriate endorsements, as applicable), and will account to such other party for all such receipts. The parties acknowledge and agree that, except as otherwise specifically provided in this Agreement, there is no right of offset regarding such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is a dispute regarding any other issue under this Agreement or any other Transaction Documents. Without limiting the foregoing provisions of this Section 5.6(b) , each Seller agrees that Purchaser shall, following the Closing, have the right and authority to endorse any checks or drafts received by Purchaser in respect of any account receivable of the Business included in the Purchased Assets and such Seller shall furnish to Purchaser such evidence of this authority as Purchaser may reasonably request. Following the Closing, if Purchaser or its Affiliates receives any mail or packages addressed to a Seller and delivered to Purchaser not relating to the Purchased Assets or the Assumed Liabilities, Purchaser shall promptly deliver (or cause to be delivered) such mail or packages to such Seller. Following the Closing, if any Seller receives any mail or packages delivered to such Seller relating to the Purchased Assets or the Assumed Liabilities, such Seller shall promptly deliver (or cause to be delivered) such mail or packages to Purchaser."], "obj_label": "Fees", "id": "07b3b4a0-014e-434a-a63a-a8a7c0425214", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer."], "obj_label": "Fees", "id": "ab5d860d-cfd5-42b8-98ef-ca7713325b94", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders and the Administrative Agent shall have received all fees required to be paid on or prior to the Closing Date (including pursuant to the Fee Letter), and all reasonable and documented fees and expenses for which invoices have been presented (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) for payment on or before the Closing Date. All such amounts will be paid with proceeds of Loans made on the Closing Date."], "obj_label": "Fees", "id": "d7143ba6-3841-4390-82c4-03357d14e285", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall pay and hold Calavo harmless against liability for the payment of the reasonable out-of-pocket expenses of Calavo (including the reasonable fees and expenses of legal counsel or other advisors) in connection with (a) start-up and organizational costs in connection with the formation of the Company and the commencement of its business and operations and (b) the preparation, negotiation and execution of this Agreement and each other agreement executed in connection herewith and the consummation of the transactions contemplated hereby.\u00a0\u00a0Nothing in this Agreement shall require reimbursement of expenses of any Member except as described in the preceding sentence."], "obj_label": "Fees", "id": "aff7023e-5bb3-44c6-864f-9895bd288979", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 Third 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. The agreement set forth in this Section\u00a06.04 shall survive the termination of this Third Amendment and the Credit Agreement."], "obj_label": "Fees", "id": "42d44831-1d37-42b6-8309-6bc1fd02edd3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0 Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company and the Lenders of each determination of a Eurocurrency Rate.\u00a0 Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective.\u00a0 The Administrative Agent shall as soon as practicable notify the Company and the Lenders of the effective date and the amount of each such change in interest rate."], "obj_label": "Fees", "id": "d61463e1-6c4d-418c-b10d-f773423594ca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall pay all Registration Expenses. If Renren participates in a registration pursuant to Section 3.3(b), Renren shall bear its proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses incurred in connection with such registration of securities on behalf of Renren. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 3.3 if the registration request is subsequently withdrawn at the request of Renren, unless Renren agrees that such registration constitutes the use by Renren of one (1) demand registration pursuant to this Section 3.3; provided , further , however , that if at the time of such withdrawal, Renren has learned of a material adverse change in the condition, business, or prospects of the Company not known to Renren at the time of their request for such registration and has withdrawn its request for registration with reasonable promptness after learning of such material adverse change, then Renren shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to this Section 3.3."], "obj_label": "Fees", "id": "4151d1c4-16ff-4246-a4fc-56a733c69ea4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the provisions of Section\u00a016, all costs and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party to this Agreement and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of the Stock Purchase Agreement, the Transaction Documents or this Agreement and the Transactions or the transactions contemplated by the Transaction Documents or any ancillary agreement (\u201c Expenses \u201d) shall be paid by the party incurring such Expenses. Each party to this Agreement shall indemnify the others against any claims related to the foregoing."], "obj_label": "Fees", "id": "e0eea1e1-9ea0-4327-8d2c-bb0cd11c96b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0Each borrowing of Loans under the Facility by the Company or any Subsidiary Borrower from the Lenders under the Facility, each payment by the Company or any Subsidiary Borrower on account of any Facility Fee and any reduction of the Commitments of the Lenders under the Facility shall be made pro rata according to the respective Percentages under the Facility, of the relevant Lenders in the Facility except to the extent required or permitted pursuant to Sections 2.9, 2.11, 2.24 and 2.25."], "obj_label": "Fees", "id": "9feeb61e-c185-45a5-b66e-2ac2eec54005", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined by the Committee but, subject to the special limitations on Incentive Stock Options set forth in Paragraph VII(c) and to adjustment as provided in Paragraph X, such purchase price shall not be less than the Fair Market Value of a share of Common Stock on the date such Option is granted. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company, as specified by the Committee. The purchase price of the Option or portion thereof shall be paid in full in the manner prescribed by the Committee. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option that does not constitute an Incentive Stock Option."], "obj_label": "Fees", "id": "af52d7c5-e5eb-4496-9e83-f6e2f4757c72", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 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."], "obj_label": "Indemnification", "id": "38e22c5f-96d7-4a5b-8b56-5c016624cd25", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders agree to indemnify each Agent and its officers, directors, partners, employees, affiliates, agents, advisors and controlling persons (each, an \u201c Agent Indemnitee \u201d) (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving 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 Indemnitee in any way relating to or arising out of, the Revolving 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 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."], "obj_label": "Indemnification", "id": "84b95481-d0a3-4662-ba73-ab8c4700a1fd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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 attorney\u2019s 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 60 days after 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."], "obj_label": "Indemnification", "id": "6bdec8d6-cf34-41e1-95c6-b4aad176306e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach LC Participant and Related Committed Purchaser shall indemnify and hold harmless the Administrator (but solely in its capacity as Administrator) and its respective officers, directors, employees, representatives and agents and the LC Bank (to the extent not reimbursed by the Seller, the Servicer or any Originator and without limiting the obligation of the Seller, the Servicer or any Originator to do so), ratably (based on its Commitment) from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrator, the LC Bank or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrator, the LC Bank or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith; provided, however, that no LC Participant or Related Committed Purchaser shall be liable for any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely from the Administrator\u2019s or the LC Bank\u2019s gross negligence or willful misconduct of the Administrator or such Person as determined by final non-appealable judgment of a court of competent jurisdiction).\u00a0 Without limiting the generality of the foregoing, each LC Participant agrees to reimburse the Administrator and the LC Bank, ratably according to their Pro Rata Shares, promptly upon demand, for any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrator or the LC Bank in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement."], "obj_label": "Indemnification", "id": "4407c784-a488-4b6d-aeee-912e656997ea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to all rights of indemnification available to an Indemnified Person (as defined below) by statute, pursuant to the Company\u2019s bylaws, or in any indemnification agreement or provision with or for the benefit of such Indemnified Person, and except to the extent expressly prohibited by Applicable Laws, the Company shall indemnify, defend and hold harmless each Indemnified person against all expenses, including attorney\u2019s fees, actually by such Indemnified person incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which such Indemnified Person may become, or may be threatened to become, a 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; provided, however, that (i) no Indemnified Person shall be indemnified against any claim that has been fully and finally determined to have resulted solely from the gross negligence or willful misconduct of that Indemnified Person (but except to the extent limited by the Applicable Laws, such Indemnified Person shall be defended against any and all such claims until the final adjudication thereof); and (ii) in anticipation of any claim of gross negligence against an Indemnified Person, the Company may condition its advancement of expenses and its incurrence of defense costs upon a written undertaking by the Indemnified Person to repay to the Company such amounts as may be reasonably necessary to reimburse the Company for the incremental excess costs and liabilities incurred by the Company on account of conduct that has been judicially determined to have resulted from the gross negligence or willful misconduct of such Indemnified Person; and (iii) the Company may satisfy its obligation to indemnify and defend an Indemnified Person by undertaking the defense of the Company and such Indemnified Person by a single counsel, so long as the applicable rules of attorney professional conduct do not result in a finding that a conflict of interest exists as between the Company and such Indemnified Person; and (iv) to the extent the Company fails to assume the defense of such Indemnified Person for any reason, then the Company shall promptly reimburse such Indemnified Person for any fees, costs and expenses incurred in a matter for which indemnification is available under this Section 3.5 . For the purposes of this Section 3.5 , an \u201cIndemnified Person\u201d is any member of the Committee, any consultant or advisor retained by the Committee in connection with this Plan, and the heirs, representatives, beneficiaries, assigns and agents of any of the foregoing."], "obj_label": "Indemnification", "id": "ced9b764-11fc-4271-96d2-98d88cf3b6d3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to any limitations and requirements of the Canada Business Corporation Act or other Applicable Law, each individual who is or will have been a member of the Board, or a Committee appointed by the Board, or an officer or Employee of the Company to whom authority was delegated in accordance with Section 3.3 of this Plan, will 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 this 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 will 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/her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company\u2019s Articles of Incorporation or By-laws, as a matter of law, or otherwise, or pursuant to any agreement with the Company, or any power that the Company may have to indemnify them or hold them harmless."], "obj_label": "Indemnification", "id": "355448e3-7448-432b-a04f-2978a4411cf1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party hereto (an \u201c Indemnifying Party \u201d) agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the rules and regulations thereunder (an \u201c Indemnified Party \u201d) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement."], "obj_label": "Indemnification", "id": "aad6d265-72a9-4c10-94be-de03163c0af0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an \" Indemnified Person \") 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 (provided that Borrower shall not 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), 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 the monitoring of Parent's and its Subsidiaries' compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i)\u00a0disputes solely between or among the Lenders, (ii)\u00a0disputes solely between or among the Lenders and their respective Affiliates; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders) 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 Taxes or any costs attributable to Taxes, which shall be governed by Section 16 ), (b)\u00a0with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the 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 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 Borrower or any of its Subsidiaries (each and all of the foregoing, the \" Indemnified Liabilities \"). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines 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 Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 10.3 , 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."], "obj_label": "Indemnification", "id": "aaca24cd-c681-4f7b-9167-08cccbb1c489", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to indemnify Consultant and its affiliates and their respective directors, officers, employees, agents, and controlling persons, and Consultant agrees to the same for the Company, from and against any and all losses, claims, damages and liabilities, including, but not limited to, reasonable attorneys fees and expenses (collectively, \u201cLosses\u201d), to which the indemnified party may become subject under any applicable federal or state law as a result of the actions or omissions of the indemnifying party in connection with this Agreement; provided that the indemnifying party will not be liable to the extent that any Loss is found in a final judgment in a court to have resulted primarily from any indemnified party\u2019s bad faith, gross negligence, willful misconduct, violation of law, misrepresentation or fraud. In that case, the indemnifying party will reimburse any indemnified party for all expenses (including reasonable counsel fees and expenses) as such may be incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising thereof, whether or not such indemnified party is a party. The indemnification provided for in this Agreement shall be in addition to any rights that Consultant and/or the Company may have at common law or otherwise."], "obj_label": "Indemnification", "id": "b0fe001f-96e9-4071-81e5-6a06b2fea639", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, \u201cLosses\u201d) to which such Person may become subject (i)\u00a0as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents or (ii)\u00a0arising from the Company\u2019s fraud, gross negligence and willful misconduct in connection with the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Closing Securities, and will reimburse any such Person for all such amounts as they are incurred by such Person."], "obj_label": "Indemnification", "id": "b82770e2-4685-43a7-ae9d-bd6ce657999c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender agrees (a)\u00a0to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder, or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of its applicable outstanding Loans) of any reasonable expenses incurred by the Agents, including reasonable counsel fees and compensation of agents and employees paid for services rendered, which shall not have been reimbursed by the Borrowers and (b)\u00a0to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, 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 it in its capacity as Agent, or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers; provided that no Lender shall be liable to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements determined by a final and non-appealable order of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Agent.\u00a0 The agreements in this Section\u00a09.05 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loans and all other amounts payable hereunder."], "obj_label": "Indemnification", "id": "777365c9-fb6c-444f-864c-91983953296a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to any limitations and requirements of Delaware law, each individual who is or will have been a member of the Board, or a Committee appointed by the Board, or an officer or Employee of the Company to whom authority was delegated in accordance with Section 3.3 of this Plan, will 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 this 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 will 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/her own behalf.\u00a0 The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company\u2019s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or pursuant to any agreement with the Company, or any power that the Company may have to indemnify them or hold them harmless."], "obj_label": "Indemnification", "id": "c09b3bf7-80ab-40ab-aa30-3a612781e901", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company remains subject to its standard form of indemnification agreement for officers and directors which was entered into with the Employee to indemnify the Employee against certain liabilities the Employee may incur as an officer or director of the Company. A copy of that standard form as in effect on the date of this Agreement is identified on Exhibit A to this Agreement, and if for any reason the Company and the Employee have not heretofore executed and delivered such an indemnification agreement, the terms and provisions of the Company\u2019s standard indemnification agreement are hereby incorporated herein by reference."], "obj_label": "Indemnification", "id": "34e71ecc-58f9-4658-b0a4-4b5caefad115", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach LC Participant and Committed Purchaser shall indemnify and hold harmless the Administrator (solely in its capacity as Administrator) and the LC Bank (solely in its capacity as LC Bank) and their respective officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller, the Servicer, any Sub-Servicer or any Originator and without limiting the obligation of the Seller, the Servicer, any Sub-Servicer or any Originator to do so), ratably (based on its Commitment) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, settlements, costs, expenses or disbursements of any kind or nature whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrator, the LC Bank or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrator, the LC Bank or such Person as a result of, or related to, any action taken or omitted by the Administrator or the LC Bank under the Transaction Documents, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, settlements, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Administrator, the LC Bank or such Person as determined by a final non-appealable judgment of a court of competent jurisdiction). Without limiting the generality of the foregoing, each LC Participant agrees to reimburse the Administrator and the LC Bank, ratably according to its Pro Rata Share, promptly upon demand, for any out of pocket expenses (including reasonable counsel fees) incurred by the Administrator or the LC Bank in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of, its rights and responsibilities under this Agreement."], "obj_label": "Indemnification", "id": "1a692543-fa6b-4c03-93f5-64c589c40236", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall indemnify and hold Executive harmless for and against all costs, expenses, liabilities, losses, fees (including without limitation, attorneys\u2019 and/or other professional fees, disbursements and charges), awards, judgements, penalties, fines, verdicts, taxes, penalties, sanctions and interests, arising out of any and all acts and/or omissions, or claims acts and/or omissions, in her capacity as an officer, directors, manager, agent, representative, member and/or employee of the Company, to the maximum extent permitted under the greater of (A)\u00a0any Company corporate governance document (such as a bylaw or articles of incorporation); or (B)\u00a0applicable law. Executive shall further be entitled to a prompt advancement of any and all reasonable costs, expenses, disbursements, and fees (including without limitation, attorneys\u2019 and/or other professional fees, disbursements and charges) incurred or to be incurred by her in connection with an actual or threatened civil, criminal, regulatory, arbitral, governmental, administrative and/or other action of other proceeding, or investigation, arising out of any and all acts and/or omissions, or claimed acts and/or omissions, in her capacity as an officer, director, manager, agent, representative, member and/or employee of the Company, subject to her execution of an undertaking to repay such advances if her conduct is later determined not to have met the standard required for indemnification of such amounts and subject further to any other requirement or condition imposed by applicable law."], "obj_label": "Indemnification", "id": "c1d187c4-1c65-4f49-a10a-6f786312f4ac", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou shall be indemnified by the Company, as an officer of the Company and its affiliates, against all actions, suits, claims, legal proceedings and the like to the fullest extent permitted by law, including advancement of expenses, partial indemnification, indemnification following the termination of this Agreement, indemnification of your estate and similar matters.\u00a0 For purposes of this Agreement, such indemnification shall extend to, to the fullest extent permitted by law, legal fees, costs, expenses, judgments, settlements, claim resolution payments, arbitration fees, arbitrator fees, mediation fees, negotiation fees and hold harmless obligations."], "obj_label": "Indemnification", "id": "8a73dc63-fd72-4ccb-b01b-49fef0d6ee04", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrowers shall, and shall cause the other Loan Parties to, jointly and severally indemnify each Recipient, within ten (10)\u00a0days after written 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\u00a05.03) 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 of the Recipient as to the amount of such payment or liability under this Section\u00a05.03 shall be delivered to the Borrowers and shall be conclusive absent manifest error."], "obj_label": "Indemnification", "id": "9c8025be-2294-4e88-a0f7-edaa622a3f97", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLessee agrees to protect, indemnify, defend and save harmless Lessor, its members, managers, Affiliates, directors, officers, shareholders, agents and employees from and against any and all foreseeable or unforeseeable liability, expense, loss, cost, deficiency, fine, penalty or damage of any kind or nature, including reasonable attorneys\u2019 fees, from any suits, claims or demands, on account of any matter or thing, action or failure to act arising out of or in connection with this Lease or operations of Lessee on any portion of the Premises (except to the extent arising from the gross negligence or willful misconduct of Lessor), including, without limitation, (a) the breach by Lessee or any of its representations, warranties, covenants or other obligations hereunder, (b) any Protest, (c) all known and unknown Environmental Activities on any portion of the Premises, Hazardous Materials Claims or violations of a Hazardous Materials Law with respect to any portion of the Premises but only, with respect to any of the foregoing, to the extent that such activity, claim or violation is the result of an act or omission of Lessee or any of its agents during the Term, and (d) upon or following the Termination Date, the correction of all deficiencies of a physical matter identified by, and any liability (including any overpayment to any Medicare, Medicaid or other third party payor), assessed or asserted by, any governmental agency or Medicare or Medicaid providers, but only, with respect to any of the foregoing, to the extent such deficiency or liability is the result of the act or omission of Lessee or any of its agents during the Term. Upon receiving knowledge of any suit, claim or demand asserted by a third party that Lessor believes is covered by this indemnity, it shall give Lessee notice of this matter. If Lessor does not elect to defend the matter with its own counsel at Lessee\u2019s expense, Lessee shall then defend Lessor at Lessee\u2019s expense (including Lessor\u2019s reasonable attorneys\u2019 fees and costs) with legal counsel satisfactory to Lessor. In no event shall Lessee be liable for consequential or punitive damages hereunder."], "obj_label": "Indemnification", "id": "fe800ce6-b906-4f13-ab3a-afac877cb2e1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn consideration of the Agent\u2019s and each Lender\u2019s execution and delivery of the Transaction Documents and acquisition of the Notes hereunder and in addition to all of the Credit Parties\u2019 other obligations under the Transaction Documents, subject to 956 Limitations, the Credit Parties shall jointly and severally defend, protect, indemnify and hold harmless the Agent, each Lender, each other Holder, each of their respective Affiliates and all of their stockholders, 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)\u00a0any misrepresentation or breach of any representation or warranty made by any Credit Party in this Agreement, any other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b)\u00a0any breach of any covenant, agreement or obligation of any Credit Party contained in this Agreement, any other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (c)\u00a0the present or former status of any Credit Party as a U.S. real property holding corporation for federal income tax purposes within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, if applicable, (d) the Program and the Requirements and transactions otherwise contemplated by or further described in the Transaction Documents, including, without limitation, as a result of any litigation or administrative proceeding before any court or governmental or administrative body presently pending or threatened against any Indemnitee as a result of or arising from the foregoing, (e) the imposition of any Non-Excluded Taxes imposed on amounts payable under the Transaction Documents paid by such Indemnitee and any liabilities arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally asserted, (f) any improper use or disclosure or unlawful use or disclosure of Customer Information by a Credit Party or (g)\u00a0any 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 any Credit Party) and arising out of or resulting from (i)\u00a0the execution, delivery, performance or enforcement of this Agreement, any other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii)\u00a0any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the Notes, or (iii) the status of such Lender or Holder as a lender to the Borrower pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertakings by the Credit Parties may be unenforceable for any reason, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. No Credit Party shall assert, and each waives, any claim against the Indemnitees on any theory of liability for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of, this Agreement of any of the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this Section 13.12 shall survive the payment of the Obligations and the termination of the Commitments, this Agreement and the other Transaction Documents."], "obj_label": "Indemnification", "id": "c439e1d2-2439-40c6-9345-e83f18f4ea95", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive shall be entitled to indemnification with respect to Executive\u2019s services provided hereunder pursuant to Delaware law, the terms and conditions of Company\u2019s certificate of incorporation and/or by-laws, and the Company\u2019s directors and officers (\u201cD&O\u201d) liability insurance policy. The Company shall give thirty (30) days\u2019 prior written notice to Executive of cancellation, non-renewal, or material change in coverage, scope or amount of such director and officer liability policy. The provisions of this Section 3(h) are in the nature of contractual obligations and no change in applicable law or Company\u2019s certificate of incorporation, bylaws or other organizational documents or policies shall affect the Executive\u2019s rights hereunder."], "obj_label": "Indemnification", "id": "3d6da2c0-e531-4664-b684-c65628a6ff6e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLenders will reimburse and indemnify Administrative Agent and all other Agent Parties on demand (to the extent not actually reimbursed by the Loan Parties, but without limiting the obligations of the Loan Parties under this Agreement) for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, reasonable attorneys\u2019 fees and expenses), advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent or any other Agent Party (a) in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by the Administrative Agent or any other Agent Party under this Agreement or any of the Loan Documents, and (b) in connection with the preparation, negotiation, execution, delivery, administration, amendment, modification, waiver or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Loan Documents in proportion to each Lender\u2019s Percentage; provided, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements resulting from the Administrative Agent\u2019s or any other Agent Party\u2019s gross negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment by a court of competent jurisdiction. If any indemnity furnished to any Agent Party for any purpose shall, in the opinion of Administrative Agent, be insufficient or become impaired, Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The obligations of Lenders under this Section 10.12 shall survive the payment in full of the Obligations and the termination of the Commitments and this Agreement."], "obj_label": "Indemnification", "id": "d33c30fa-3010-4df1-9f84-2220c248416f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH BORROWER SHALL INDEMNIFY ADMINISTRATIVE AGENT, L/C ISSUER, EACH LENDER AND EACH RELATED PARTY THEREOF (EACH, AN \" INDEMNIFIED PARTY \") FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING THE DOCUMENTED OUT-OF-POCKET FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNIFIED PARTY) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO (A)\u00a0THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS OR THE INTERCREDITOR AGREEMENT, (B)\u00a0ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR THE INTERCREDITOR AGREEMENT, (C)\u00a0ANY BREACH BY ANY BORROWER OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS OR THE INTERCREDITOR AGREEMENT, (D)\u00a0THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF A BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OTHER OBLIGATED PARTY, (E) ANY LOAN OR LETTER OF CREDIT UNDER THIS AGREEMENT OR USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY L/C ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT) OR (F)\u00a0ANY INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION, LITIGATION, OR OTHER PROCEEDING, RELATING TO ANY OF THE FOREGOING. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING THE DOCUMENTED OUT-OF-POCKET FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNIFIED PARTY) ARISING OUT OF OR RESULTING FROM THE SOLE, CONTRIBUTORY, COMPARATIVE, CONCURRENT OR ORDINARY NEGLIGENCE OF SUCH PERSON (OR THE REPRESENTATIVES OF SUCH PERSON), provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, liabilities, claims, damages, penalties, judgments, disbursements, costs and expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Any amount to be paid under this Section\u00a012.2 shall be a demand obligation owing by Borrowers and if not paid within 10 days of demand shall bear interest, to the extent not prohibited by and not in violation of applicable Law, from the date of expenditure until paid at a rate per annum equal to the Default Interest Rate. The obligations of Borrowers under this Section\u00a012.2 are joint and several and shall survive payment of the Notes and other Obligations hereunder and the assignment of any right hereunder."], "obj_label": "Indemnification", "id": "7ea6418d-6150-4a7d-88ca-d2e1f6953b1c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section\u00a05.03 hereof), the Company agrees that (a)\u00a0in the event a payment shall be made by any Guarantor under this Agreement in respect of any Obligation of the Company, the Company shall indemnify such Guarantor for the full amount of such payment and such Guarantor 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 Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a Obligation of the Company, the Company shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold."], "obj_label": "Indemnification", "id": "69f7cbb2-a464-4f74-a63f-70d9570a7e3f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nConsultant will defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (i) damage to real or tangible, personal property resulting from Consultant\u2019s negligent or willful acts or omissions; and (ii) Consultant\u2019s breach of any representation, warranty, covenant or obligation under this Agreement. The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Consultant under this Agreement or otherwise. The Company will indemnify, defend and hold consultant harmless from any losses, damages and liabilities (including legal fees and court costs) arising from claims, demands or suits brought by third parties based on Consultant\u2019s performance of the services under this Agreement, except to the extent such losses, damages and liabilities are caused by Consultant\u2019s gross negligence or willful misconduct or breach of this Agreement."], "obj_label": "Indemnification", "id": "90e39ccc-c6fb-4b53-b59a-84ccdef280de", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nCompany shall indemnify, defend and hold Employee harmless, to the fullest extent permitted by law, for all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorney\u2019s fees that Employee shall incur or suffer that arise from, result from or relate to the discharge of Employee\u2019s duties under this Agreement. Company shall maintain adequate insurance for this purpose or shall advance Employee any expenses incurred in defending any such proceeding or claim to the maximum extent permitted bylaw."], "obj_label": "Indemnification", "id": "fca8c11f-e9d7-4b92-acbb-8c5b30a9f969", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Administrator shall be liable as primary obligor for, and shall indemnify the Owner Trustee (including in its individual capacity) and its officers, directors, employees, successors, assigns, agents and servants (collectively, the \u201cIndemnified Parties\u201d) from and against, any and all liabilities, obligations, losses, damages, taxes (excluding any net income, profits, franchise or similar taxes on income earned by the Owner Trustee), claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses and including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Owner Trustee of any indemnification or other obligation of the Administrator) of any kind and nature whatsoever (collectively, \u201cExpenses\u201d) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of an Indemnified Party hereunder, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party\u2019s choice of legal counsel shall be subject to the approval of the Administrator, which approval shall not be unreasonably withheld."], "obj_label": "Indemnification", "id": "593489d9-a116-4973-957f-0284e834b328", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the maximum exte nt and when permitted by applicable law , the Articles of Incorporation ,\u00a0 Bylaws / and or resolutions of the Company in effect from time to time (except as limited below) , the Company shall indemnify and defend Employee against liability or loss arising out of Employee \u2018 s actual or asserted misfeasance in the performance of Employee\u2019s\u00a0 duties or out of any actual or asserted Wrongful act against , or by , the Company including but not limited to judgments , fines , settlements and expenses incurred in the defens e of actions , proceedings and appeals therefrom . The Company shall e ndeavor to maintain Dir ec tors and Officers Liability Insurance to indemnify and insure the Company and Employee from and against the aforesaid liabilities. The provisions of this Section shall apply and inure to the benefit of the estate , executor , administrator , heirs , legate es or devisees of Employee."], "obj_label": "Indemnification", "id": "10b96dcb-4681-4003-a477-4ea5b080d532", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo member of the Board or the Committee (each such Person, a \u201c Covered Person \u201d) shall have any liability to any Person (including any Participant) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person shall be indemnified and held harmless by the Company against and from (i)\u00a0any loss, cost, liability or expense (including attorneys\u2019 fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement, in each case, in good faith and (ii)\u00a0any and all amounts paid by such Covered Person, with the Company\u2019s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered 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 a Covered 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 Covered Person giving rise to the indemnification claim resulted from such Covered Person\u2019s bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company\u2019s memorandum and articles of association (as may be amended from time to time), as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Persons or hold them harmless."], "obj_label": "Indemnification", "id": "cfdd76a8-4b3e-4387-ab58-8fbe7a228c0e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIndemnitors covenant and agree, at their sole cost and expense, to protect, defend, indemnify, release and hold 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 relating to any one or more of the following: (a)\u00a0any presence of any Hazardous Substances in, on, above or under any Individual Property; (b)\u00a0any past, present or threatened Release of Hazardous Substances in, on, above, under or from any Individual Property; (c)\u00a0any activity by any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with any of the Indemnitors, any of the Mortgage Borrowers and/or any tenant or other user of any Individual 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 such Individual Property of any Hazardous Substances at any time located in, under, on or above such Individual Property; (d)\u00a0any activity by any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with any of the Indemnitors, any of the Mortgage Borrowers and/or any tenant or other user of any Individual Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above such Individual Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including, but not limited to, any removal, remedial or corrective action; (e)\u00a0any past, present or threatened non-compliance or violation of any Environmental Law (or of any permit issued pursuant to any Environmental Law) in connection with any Individual Property or operations thereon, including, but not limited to, any failure by any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with any of the Indemnitors, any of the Mortgage Borrowers and/or any tenant or other user of such Individual Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f)\u00a0the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering any Individual Property; (g)\u00a0any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Agreement; (h)\u00a0[intentionally omitted]; (i)\u00a0any acts of any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with any of the Indemnitors, any of the Mortgage Borrowers and/or any tenant or other user of any Individual Property in arranging for the disposal or treatment, or arranging with a transporter for transport for the disposal or treatment, of Hazardous Substances in, on, above or under any Individual Property at any facility or incineration vessel containing such or similar Hazardous Substances; (j)\u00a0any acts of any of the Indemnitors, any of the Mortgage Borrowers, any Person affiliated with any of the Indemnitors, any of the Mortgage Borrowers, and/or any tenant or other user of any Individual Property in accepting any Hazardous Substances in, on, above or under any Individual Property 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; (k)\u00a0any personal injury, wrongful death or property or other damage arising under any statutory or common law or tort law theory, in each case, with respect to environmental matters concerning any Individual Property, including, but not limited to, damages assessed for private or public nuisance or for the conducting of an abnormally dangerous activity on or near any Individual Property; and (l)\u00a0any misrepresentation or inaccuracy in any representation or warranty contained in this Agreement or material breach or failure to perform any covenants or other obligations pursuant to this Agreement. In addition, the Indemnitors hereby covenant and agree to pay for and perform the Environmental Work in excess of $1,000,000."], "obj_label": "Indemnification", "id": "7c5158f4-9b56-43c0-aa36-9ae5052485d1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(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\u00a0 Section 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."], "obj_label": "Indemnification", "id": "54728b5d-e1ad-4caf-833c-6ee32befde7b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders severally agree to indemnify the Designated Agent (to the extent not reimbursed by the Borrower but without affecting the Borrower\u2019s obligations with respect thereto), ratably according to the respective principal amounts of Advances then owing to each of them (or, if no Advances are at the time outstanding or if any Advances are then owing to Persons which are not Lenders, 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 which may be imposed on, incurred by or asserted against the Designated Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Designated Agent under this Agreement in its capacity as such; 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 Designated Agent\u2019s gross negligence or willful misconduct.\u00a0 Without limitation of the foregoing, each Lender agrees to reimburse the Designated Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Designated Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal or bankruptcy proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Designated Agent is not reimbursed for such expenses by the Borrower."], "obj_label": "Indemnification", "id": "9344782a-4e5f-432f-a886-3f2b98334f05", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee 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."], "obj_label": "Indemnification", "id": "6d4dd9ed-4592-4d98-b45b-577f9b3a8565", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTenant hereby indemnifies and agrees to defend, save and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, \u201c Landlord Indemnified Parties \u201d) harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises or the Project arising directly or indirectly out of use or occupancy of the Premises or the Project by Tenant or any Tenant Parties (including, without limitation, any act, omission or neglect by Tenant or any Tenant\u2019s Parties in or about the Premises or at the Project) or the a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant\u2019s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties."], "obj_label": "Indemnification", "id": "f98b5389-cfba-4cc7-9d86-bc0a20b1df1b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of Mondel\u0113z International and each other Borrower jointly and severally agrees to indemnify and hold harmless each Agent and each Lender, each of their respective affiliates and each of their and their respective affiliates\u2019 control persons, directors, partners, officers, employees, representatives, advisers, 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)\u00a0relating 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)\u00a0relating to Mondel\u0113z International\u2019s or any other Borrower\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 Mondel\u0113z International or any other Borrower, 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 International or any other Borrower or any other Person; provided , however , that neither Mondel\u0113z International nor any other Borrower 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. Paragraph (c)\u00a0of this Section\u00a09.04 shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim."], "obj_label": "Indemnification", "id": "e7ddb084-99c1-49da-9c05-0b759b760ce6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Creditor agrees to indemnify the Collateral Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from and against such Lender\u2019s ratable share (calculated based on the outstanding principal amount of the Secured Obligations owing to, including commitments of, such Creditors) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the Transaction Documents or any action taken or omitted by the Collateral Agent under this Agreement or the other Transaction Documents; provided , that no such Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Collateral Agent\u2019s or such Affiliate\u2019s gross negligence, bad faith or willful misconduct. Without limiting the foregoing, each such Lender further agrees to reimburse the Collateral Agent promptly upon demand for its ratable share (calculated based on the outstanding principal amount of the Secured Obligations owing to, and commitments of, such Creditors) of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the 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 its rights or responsibilities under, this Agreement or the Transaction Documents, to the extent that the Collateral Agent is not reimbursed therefor by the Borrower."], "obj_label": "Indemnification", "id": "760c483b-bbd6-424d-ac7b-6f0ffb6bc9da", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH PARTY HERETO (\u201c INDEMNITOR \u201d) SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTIES (\u201c INDEMNITEES \u201d) AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGMENT, PENALTY AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS\u2019 FEES, COURT COSTS AND OTHER COSTS OF SUIT), EACH AS INCURRED, ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR PERSONAL INJURIES (INCLUDING ILLNESS, DISABILITY OR DEATH) RESULTING FROM THE OPERATION, USE OR HANDLING OF THE HARDWARE OR EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT OF THE INDEMNITOR OR ITS AGENTS AND TRANSFEREES. SUPPLIER SHALL ALSO INDEMNIFY THE SERVICE PROVIDER FOR ANY EXPENSES INCURRED ON ACCOUNT OF ANY CURRENT AND ON-GOING INVESTIGATION RELATING TO THE SUPPLIER BY THE SECURITIES AND EXCHANGE COMMISSION."], "obj_label": "Indemnification", "id": "54211652-903b-420b-9890-b7061abc3955", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower shall indemnify, defend and hold harmless Lender 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), other than breakage costs, 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 or Leasehold Pledgor of its Obligations under, or any material misrepresentation by Borrower or Leasehold Pledgor 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 Leasehold Pledgor, or contained in any documentation approved by Borrower or Leasehold Pledgor, in either case, to the extent delivered to Lender pursuant to or in connection with this Agreement or as a condition to the Loan; (iv)\u00a0ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Gross Revenue (including, subject to Section 2.8 , due to any Increased Costs, Special Taxes (other than Excluded Taxes) or Other Taxes, excluding interest and penalties on any Tax if such interest and penalties arose solely as a result of the negligence of Lender); (v)\u00a0any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Individual 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 Individual 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 Individual Property; (viii)\u00a0any failure of any Individual Property to comply with any Legal Requirement; (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 any Individual Property or any part thereof, or any liability asserted against Lender with respect thereto; (x)\u00a0the claims of any lessee of any portion of any Individual Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; (xi)\u00a0the claims of any Manager or any Person acting through or under such Manager or otherwise arising under or as a consequence of any Management Agreement; and (xii)\u00a0the claims of any Franchisor or any Person acting through or under any Franchisor or otherwise arising under or as a consequence of any Franchise Agreement (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; provided, further, that Borrower shall not have any obligation to Lender hereunder for an Indemnified Liability if all of the following apply: (a) the Loan is included in a Securitization Vehicle, (b) the Indemnified Liability is caused by the Securitization Vehicle failing to have, or maintain its, REMIC or Grantor Trust status, as applicable, and (c) the reason for such failure is other than a breach by Borrower or Leasehold Pledgor of its Obligations under, or any material misrepresentation by Borrower or Leasehold Pledgor contained in, this Agreement or the other Loan Documents."], "obj_label": "Indemnification", "id": "2728a9f0-ed47-4375-b346-815861503ee3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding 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 all Expenses 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."], "obj_label": "Indemnification", "id": "f41d3238-72d0-4c32-af1a-8d40e7e32fc8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0Each 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."], "obj_label": "Indemnification", "id": "b8a135b9-242a-4670-8818-a149faacf4b2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that any Agent is not timely reimbursed and indemnified by any Loan Party, and whether or not such Agent has made demand on any Loan Party for the same, the Lenders will, within five (5) days of written demand by such Agent, reimburse such Agent for and indemnify and hold harmless such Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, client charges and expenses of counsel or any other advisor to any such Agent), advances or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by such Agent under this Agreement or any of the other Loan Documents, in proportion to each Lender\u2019s Pro Rata Share, including, without limitation, advances and disbursements made pursuant to Section 10.08; provided , however , that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, advances or disbursements for which there has been a final non-appealable judicial determination by a court of competent jurisdiction that such liability resulted from such Agent\u2019s gross negligence or willful misconduct. The obligations of the Lenders under this Section 10.05 shall survive the payment in full of the Loans and the termination of this Agreement."], "obj_label": "Indemnification", "id": "54b5d9c5-3b52-4489-a833-3306b709feea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf arbitration occurs as provided for herein, the Corporation shall reimburse the Executive for his reasonable attorneys\u2019 fees, costs and disbursements incurred in such arbitration and hereby agrees to pay interest on any money award obtained by the Executive from the date payment should have been made until the date payment is made, calculated at the prime interest rate of Bank of America, N.A., in effect from time to time, plus 2%, from the date that payment(s) to him should have been made under this Agreement.\u00a0\u00a0If the Executive enforces the arbitration award in court, the Corporation shall reimburse the Executive for his reasonable attorneys\u2019 fees, costs and disbursements incurred in such enforcement."], "obj_label": "Indemnification", "id": "e8b5a57d-54dd-438a-8dbb-47a32c43290c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company will indemnify and hold harmless the Committee, any Director or any employee charged with duties associated with the Plan against any cost or expense (including, without limitation, attorneys\u2019 fees) or liability (including, without limitation, any sum paid with the approval of the Company in settlement of a claim) arising out of any act or omission to act, except in the case of willful gross misconduct or gross negligence."], "obj_label": "Indemnification", "id": "681127c3-0159-45b5-93fc-5458df2a0dbf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTenant\u2019s indemnifications of Landlord set forth in the Lease shall also apply to Tenant\u2019s construction of the Tenant Improvements as described in this Work Letter. With regard to Tenant\u2019s indemnification, the same shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant\u2019s Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant\u2019s non-payment of any amount, in connection with the Tenant Improvements and/or Landlord\u2019s disapproval of all or any portion of any request for payment, except to the extent caused by any omission, fault, negligence or other misconduct of the Landlord."], "obj_label": "Indemnification", "id": "a6430303-44be-4cd0-a1f4-a9b16f8e2f67", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company hereby confirms to the Consultant that pursuant to the Company\u2019s Certificate of Incorporation (Article NINTH, section 2(b)), the Consultant shall be indemnified and held harmless by the Company in connection with his role as a Consultant hereunder to the fullest extent permitted by Delaware law, and the Company shall extend to the Consultant the rights of indemnification provided under said Article NINTH to the extent provided to directors of the Company."], "obj_label": "Indemnification", "id": "5b861020-0ca6-4f4c-af4b-c7362f704a03", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (based on its outstanding Loans), 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 (including, without limitation, the Second Priority Intercreditor Agreement, the Senior Fixed Collateral Intercreditor Agreement and the Senior Lender Intercreditor Agreement) 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 failure of any Lender to reimburse any Agent, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent for such other Lender\u2019s ratable share of such amount. The agreements in this Section\u00a0shall survive the payment of the Loans and all other amounts payable hereunder."], "obj_label": "Indemnification", "id": "483a7f11-f63f-4370-aa6a-a757e8fb7e62", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf the Company is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member\u2019s status as such (including federal withholding or other taxes, state personal property taxes and state unincorporated business taxes), then such Person shall indemnify the Company in full for the entire amount paid (including interest, penalties and related expenses). The Manager may offset Distributions to which a Person is otherwise entitled under this Agreement against such Person\u2019s obligation to indemnify the Company under this Section 5.06. A Member\u2019s obligation to make contributions to the Company under this Section 5.06 shall survive the termination, dissolution, liquidation and winding up of the Company, and for purposes of this Section 5.06, the Company shall be treated as continuing in existence. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.06, including instituting a lawsuit to collect such contribution with interest calculated at a rate per annum equal to the sum of the Base Rate plus 300 basis points (but not in excess of the highest rate per annum permitted by Law). Each Member hereby agrees to furnish to the Company such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled."], "obj_label": "Indemnification", "id": "653d95f9-b793-42b3-8e3c-68ffefdc0d19", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Investor hereby agrees to indemnify and hold harmless the Company and its affiliates from and against any and all loss, expense, damages or liability (other than any consequential, punitive or exemplary loss, damages or liability unless actually awarded to a third-party) due to or arising out of a breach of any representation or warranty of the Investor contained in this Agreement. The Company hereby agrees to indemnify and hold harmless the Investor and its affiliates from and against any and all loss, expense, damages or liability (other than any consequential, punitive or exemplary loss, damages or liability unless actually awarded to a third-party) due to or arising out of a breach of any representation or warranty of the Company contained in this Agreement."], "obj_label": "Indemnification", "id": "444e0bfd-d066-4b2e-baf5-303311727b4a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to indemnify and hold harmless the Lead Arranger, SunTrust Bank, each other Lender, their respective affiliates and their respective directors, officers, employees, agents, representatives, legal counsel, and consultants (each, an \u201c Indemnified Person \u201d) against, and to reimburse each Indemnified Person upon its demand for, any losses, claims, damages, liabilities or other expenses (\u201c Losses \u201d) incurred by such Indemnified Person or asserted against such Indemnified Person by any third party or by the Company or any of its affiliates, arising out of or in connection with this Commitment Letter, the Fee Letter, the financing and other Transactions or the use of the proceeds of the Amended and Restated Senior Credit Facility, or any claim, litigation, investigation or proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto), and to reimburse each Indemnified Person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, whether or not such Indemnified Person is a party to any such proceeding, in all cases, whether or not caused by or arising in whole or in part out of the comparative, contributory or sole negligence of any indemnified person; provided that the Company shall not be liable pursuant to this indemnity for any Losses to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Loss resulted from the gross negligence or willful misconduct of such Indemnified Person. The Company shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is a party and indemnity has been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such indemnity. No Indemnified Person shall be responsible or liable to the Company or any other person or entity for any damages arising from the use by others of the Information or other materials obtained through electronic, telecommunications or other information transmission systems or for any special, punitive, indirect, exemplary or consequential damages in connection with the Amended and Restated Credit Agreement or the Amended and Restated Senior Credit Facility."], "obj_label": "Indemnification", "id": "fdb241e7-dac3-4d1a-84a9-60f9f233712b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nHoldings acknowledges and reaffirms its indemnification obligation owed to Advisor pursuant to that certain indemnification agreement, dated as of June 28, 2017, between Holdings and Advisor, and further acknowledges it will not take any action to remove Advisor from Holdings\u2019s existing directors\u2019 and officers\u2019 liability insurance policy, including from any post-termination \u201ctail\u201d period applicable thereto, \u00a0that may provide coverage for any acts and omissions of Advisor that occurred prior to the Effective Date while serving as an employee of the Company or any of its affiliates."], "obj_label": "Indemnification", "id": "fd3499ee-7ed3-4618-bae4-089c17368569", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBORROWER WILL, AND WILL CAUSE EACH OTHER COMPANY TO, JOINTLY AND SEVERALLY, INDEMNIFY, PROTECT, AND HOLD ADMINISTRATIVE AGENT, ARRANGER, AND LENDERS AND THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (INCLUDING ALL OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) (COLLECTIVELY, THE \u201c INDEMNIFIED PARTIES \u201d, AND EACH AN \u201c INDEMNIFIED PARTY \u201d) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS\u2019 FEES AND LEGAL EXPENSES WHETHER OR NOT SUIT IS BROUGHT), AND DISBURSEMENTS OF ANY KIND OR NATURE THAT MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF (A)\u00a0THE DIRECT OR INDIRECT RESULT OF THE VIOLATION BY ANY COMPANY OF ANY ENVIRONMENTAL LAW; (B)\u00a0ANY COMPANY\u2019S GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE IN CONNECTION WITH ITS PROPERTIES OF A HAZARDOUS SUBSTANCE (INCLUDING, WITHOUT LIMITATION, (I)\u00a0ALL DAMAGES OF ANY USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE OR (II)\u00a0THE COSTS OF ANY ENVIRONMENTAL INVESTIGATION, MONITORING, REPAIR, CLEANUP, OR DETOXIFICATION AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER PLANS); OR (C)\u00a0THE LOAN PAPERS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN; PROVIDED HOWEVER, IF THERE IS MORE THAN ONE INDEMNIFIED PARTY HAVING A RIGHT TO DEFEND SUCH CLAIM, ACTION, PROCEEDING OR SUIT AS AFORESAID, THE OBLIGATION OF BORROWER AND THE OTHER COMPANIES TO PAY THE FEES AND EXPENSES OF SUCH INDEMNIFIED PARTIES SHALL BE LIMITED TO ONE FIRM OF ATTORNEYS. ANY INDEMNIFIED PARTY SHALL ALSO HAVE THE RIGHT TO EMPLOY SEPARATE COUNSEL AND TO PARTICIPATE IN ITS DEFENSE, BUT THE FEES AND EXPENSES OF SUCH COUNSEL SHALL BE BORNE BY SUCH INDEMNIFIED PARTY. ANY DECISION BY AN INDEMNIFIED PARTY TO EMPLOY ITS OWN COUNSEL (WHETHER OR NOT AT BORROWER\u2019S EXPENSE) SHALL IN NO WAY AFFECT ANY RIGHTS OF SUCH INDEMNIFIED PARTY OTHERWISE ARISING UNDER THIS SECTION 8.13 . IN ADDITION, BORROWER AND THE OTHER COMPANIES WILL NOT BE LIABLE FOR ANY SETTLEMENT OF ANY CLAIM, ACTION, PROCEEDING OR SUIT UNLESS BORROWER HAS CONSENTED THERETO IN WRITING. HOWEVER, ALTHOUGH EACH INDEMNIFIED PARTY HAS THE RIGHT TO BE INDEMNIFIED UNDER THE LOAN PAPERS FOR ITS OWN ORDINARY NEGLIGENCE, NO INDEMNIFIED PARTY HAS THE RIGHT TO BE INDEMNIFIED UNDER THE LOAN PAPERS FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT. THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION OF THIS AGREEMENT."], "obj_label": "Indemnification", "id": "e7c2334a-c875-42ed-a782-160b1e86cdc2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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 stockholders, 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 or 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 or 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 or 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."], "obj_label": "Indemnification", "id": "bdd0db49-0fcb-4ed2-81b3-a692bb10d213", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Servicer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an \u201c Indemnified Person \u201d), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i)\u00a0the Asset Representations Reviewer\u2019s willful misconduct, bad faith or negligence (other than errors in judgment), (ii) the Asset Representations Reviewer\u2019s failure to comply with the requirements of applicable federal, state and local laws and regulations in the performance of its duties hereunder or (iii)\u00a0the Asset Representations Reviewer\u2019s breach of any of its representations, warranties, covenants or other obligations in this Agreement."], "obj_label": "Indemnification", "id": "e6d61f6f-4634-4462-907b-c9fccafccf3b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring and following the Employment Period, the Company shall fully indemnify the Executive for any liability to the fullest extent permitted under applicable state law.\u00a0 In addition, the Company agrees to continue and maintain, at the Company\u2019s sole expense, a directors\u2019 and officers\u2019 liability insurance policy covering the Executive both during and, while potential liability exists, after the Employment Period that is no less favorable than the policy covering other active directors and senior officers of the Company from time to time."], "obj_label": "Indemnification", "id": "b7c04648-2c13-41d0-a2d5-77ca68499a51", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party (an \u201c Indemnifying Party \u201d) agrees to indemnify and hold harmless the other party along with its officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (an \u201c Indemnified Party \u201d) from and against any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party\u2019s failure to perform any covenant or agreement contained in this Agreement or the Indemnified Party\u2019s negligence, recklessness or bad faith in performing its obligations under this Agreement; provided , however , that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon (1) any misrepresentation on the part of the Indemnified Party contained in this Agreement or (2) any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented)."], "obj_label": "Indemnification", "id": "5bcfb0bd-573f-463a-a126-3497c4d8e597", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, \u201cLosses\u201d) to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person."], "obj_label": "Indemnification", "id": "fd9f1e71-7729-426a-9845-53f4c39f7985", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Issuer will, or will cause the Administrator to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an \u201c Indemnified Person \u201d), for all fees, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the fees and expenses of defending itself against any loss, damage or liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the indemnification obligations of the Issuer and the Administrator), but excluding any fee, expense, loss, damage or liability resulting from (i)\u00a0the Asset Representations Reviewer\u2019s willful misconduct, bad faith or negligence or (ii)\u00a0the Asset Representations Reviewer\u2019s breach of any of its representations or warranties in this Agreement."], "obj_label": "Indemnification", "id": "d3cc375c-be86-48fe-9650-0d0c66f34f4b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent permitted by law, the Plan Administrator (as defined in Appendix A) and all employees, officers, directors, agents and representatives of the Plan Administrator will be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan except to the extent that such claims arise from gross negligence, willful neglect, or willful misconduct."], "obj_label": "Indemnification", "id": "c3f7ea6a-7117-4fc6-ad18-26c2f3dbca33", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nABSENT GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF THE AGENT INDEMNITEES, EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF AGENT) IN ACCORDANCE WITH THE TERMS HEREOF. In Agent\u2019s discretion, it may reserve for any such Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including reasonable attorneys\u2019 fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share."], "obj_label": "Indemnification", "id": "ff696349-346a-4e1f-93d0-97223b28ccd1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 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 (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 Indemnitee 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 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 as determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from such Agent Indemnitee\u2019s gross negligence 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."], "obj_label": "Indemnification", "id": "4d5a56e2-05e2-4d90-9109-5264572edee9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFrom and after the Closing, the Seller and the Purchaser, jointly and severally, agree to indemnify the other against all actual losses, damages and expenses caused by (i) any material breach of this Agreement by them or any material misrepresentation contained herein, or (ii) any misstatement of a material fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not misleading. Notwithstanding the above, if the Company attempts to file the Delinquent Reports, then the Purchaser will only indemnify the Seller under this Section if the Seller uses good faith efforts to assist the Company in filing the Delinquent Reports post-Closing."], "obj_label": "Indemnification", "id": "4b9a01bd-d699-4906-93bf-232b528a8e3d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOther than with respect to actions by the Borrowers to enforce this Note or the Securities Purchase Agreement regarding which a court of competent jurisdiction has issued a final, non-appealable order determining that Borrowers were not entitled to such enforcement, the Borrowers agree, jointly and severally, to defend, protect, indemnify and hold harmless ARES and each and its Affiliates and its and their shareholders, equity holders, owners, officers, directors, employees, attorneys and agents (each a \u201c Note Indemnified Party \u201d and collectively, the \u201cNote Indemnified Parties\u201d ) 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, without limitation, the reasonable fees and disbursements of counsel for the Note Indemnified Parties in connection with any investigative, administrative or judicial proceeding, whether or not the Note Indemnified Parties shall be designated as a party thereto), which may be imposed on, incurred by, or asserted against any Note Indemnified Party (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, under common law or at equitable cause, or on contract or otherwise) in any manner relating to or arising out of this Note or the Transaction Agreements, or any act, event or transaction related or attendant thereto, the making and the management of the Note or the use or intended use of the proceeds of the Note hereunder. The provisions of and undertakings and indemnifications set out in this Section 16 shall survive the satisfaction, payment, termination and cancellation of this Note."], "obj_label": "Indemnification", "id": "0674bf00-257c-4904-b27f-c04185d2773a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company will indemnify and hold you harmless to the maximum extent permitted by applicable law against judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorneys\u2019 fees, in connection with the defense of, or as a result of any action or proceeding (or any appeal from any action or proceeding) in which you are made or are threatened to be made a party by reason of the fact that you are or were an officer of the Company or any Affiliate (as defined in the Severance and\u00a0Non-Competition Plan). In addition, the Company agrees that you shall be covered and insured up to the maximum limits provided by any insurance which the Company maintains to indemnify its directors and officers (as well as any insurance that it maintains to indemnify the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors)."], "obj_label": "Indemnification", "id": "80bf864a-9725-484b-9c53-292878fedb96", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled by or is under common control with the Bank, and each of their respective directors, officers and employees (the \u201c Indemnified Parties \u201d), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation, warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority; provided , however , that the foregoing indemnity agreement shall not apply to any claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Note, payment of any advance hereunder and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim."], "obj_label": "Indemnification", "id": "81d26e50-0422-4246-a67e-b02088ac85b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the maximum extent allowed under applicable law and the Company\u2019s By-Laws and other corporate organizational documents, in the event that the Executive is a party to any threatened, pending or completed action, suit or proceeding (other than any action, suit or proceeding arising under or related to this Agreement or any other compensation agreement), whether civil, criminal, administrative or investigative, by reason of the fact that she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, the Company shall indemnify the Executive and hold her harmless against all expenses (including reasonable and documented attorneys\u2019 fees and costs incurred by the Executive), judgments, fines and amounts paid in settlement (subject to the Company\u2019s consent, with such consent not to be unreasonably withheld) actually and reasonably incurred by her, as and when incurred, in connection with such action, suit or proceeding; provided that the Executive acted in good faith and in a manner she 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 her conduct was unlawful.\u00a0 The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Executive did not act in good faith and in a manner which she reasonably believed to be in or not opposed to the best interests of the Company, or that, with respect to any criminal action or proceeding, the Executive had reasonable cause to believe that her conduct was unlawful.\u00a0 The provisions of this Section\u00a09.15 shall not be deemed exclusive of any other rights of indemnification to which the Executive may be entitled or which may be granted to her, and it shall be in addition to any rights of indemnification to which she may be entitled under any policy of insurance.\u00a0 These provisions shall continue in effect after Executive has ceased to be an officer or director of the Company."], "obj_label": "Indemnification", "id": "41b0c25c-eb0b-4e37-96f3-7a920ab51254", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Pro Rata Shares (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (i) for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, (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 (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) 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 of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and (ii) any indemnification required pursuant to Section 3.4(d) shall, notwithstanding the provisions of this Section 11.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 11.8 shall survive payment of the Obligations and termination of this Agreement."], "obj_label": "Indemnification", "id": "d45d9ff8-8674-448f-bdbf-257d714b6ef6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall indemnify the Director and each of his agents against any loss, liability, claim, damage, or expense arising from the actions or inactions of the Company (or any of its officers and directors), including, but not limited to, any and all out of pocket expense and reasonable attorneys\u2019 fees whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any third party claim whatsoever), to which the Director may become subject arising out of or based on any actions or inactions or operations of the Company (or any of its officers and directors), to the fullest extent permitted by the Nevada Revised Statutes. Such indemnification does not include any claims resulting from the gross negligence or wilful misconduct of the Director. The indemnification provided for in this paragraph shall survive the Termination Date."], "obj_label": "Indemnification", "id": "5c36a11d-34ec-4f3a-b92b-152485785dd8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b)\u00a0default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c)\u00a0the making of a scheduled amortization payment or prepayment of Eurodollar Loans 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 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 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; provided that such calculation may not take into account any Eurodollar \u201cfloor\u201d. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower 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."], "obj_label": "Indemnification", "id": "b6b7947a-f948-4759-98b2-612a5d26985c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its reasonable and documented out-of-pocket 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 and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent."], "obj_label": "Indemnification", "id": "8927a2b9-4db4-4813-9c60-ef237ecb0c0f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring this Agreement and thereafter, the Corporation and the Partnership shall indemnify the Executive to the fullest extent permitted by law against any judgments, fine, amounts paid in settlement and reasonable expenses (including attorneys\u2019 fees) in connection with any claim, action or proceeding (whether civil or criminal) against the Executive as a result of the Executive serving as an officer or director of the Corporation or the Partnership, in or with regard to any other entity, employee benefit plan or enterprise (other than arising out of the Executive\u2019s act of willful misconduct, gross negligence, misappropriation of funds, fraud or breach of this Agreement).\u00a0This indemnification shall be in addition to, and not in lieu of, any other indemnification the Executive shall be entitled to pursuant to the Corporation\u2019s or Partnership\u2019s Articles of Incorporation, By-Laws, Agreement of Limited Partnership or otherwise.\u00a0Following the Executive\u2019s termination of employment, the Corporation and the Partnership shall continue to cover the Executive under the then existing director\u2019s and officer\u2019s insurance, if any, for the period during which the Executive may be subject to potential liability for any claim, action or proceeding (whether civil or criminal) as a result of his service as an officer or director of the Corporation or the Partnership or in any capacity at the request of the Corporation or the Partnership, in or with regard to any other entity, employee benefit plan or enterprise on the same terms such coverage was provided during this Agreement, at the highest level then maintained for any then current or former officer or director."], "obj_label": "Indemnification", "id": "f5850595-7e7e-4ebd-8d91-dd160158f56d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDuring his employment and thereafter, the Company agrees to indemnify and hold the Executive harmless in connection with actual, potential or threatened actions or investigations related to the Executive\u2019s services for, or employment by, the Company and/or its subsidiaries in the same manner as other officers and directors to the fullest extent provided in the Company\u2019s by-laws and to be covered by directors\u2019 and officers\u2019 (\u201cD&O\u201d) insurance to the maximum extent and length of coverage of any other officer or director of the Company."], "obj_label": "Indemnification", "id": "57ed7327-25fc-4e04-9fb1-ec2873b3e861", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe members of the Administrative Committee and its agents shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company\u2019s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding.\u00a0\u00a0The foregoing provisions shall not be applicable to any person if the loss, cost, liability or expense is due to such person\u2019s gross negligence or willful misconduct."], "obj_label": "Indemnification", "id": "b1e76cc8-cd74-45df-89e1-6141d7f182b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower hereby agrees to defend, indemnify and hold harmless the Lender, its respective directors, officers, employees, agents, successors and assigns (in their capacities as such) from and against any and all losses, damages, liabilities, claims, actions, judgments, court costs and reasonable legal fees or other expenses (including, without limitation, attorneys\u2019 fees and expenses) which Lender may incur as a direct consequence of: (a)\u00a0the purpose to which Borrower applies the Loan proceeds; (b)\u00a0the failure of Borrower or guarantor to perform any obligations as and when required by this Agreement, any of the other Loan Documents or any Other Related Document; (c)\u00a0any failure at any time of Borrower\u2019s representations or warranties to be true and correct; or (d)\u00a0any act or omission by Borrower, constituent partner or member of Borrower, any contractor, subcontractor or material supplier, engineer, architect or other person or entity with respect to the Property. Borrower shall pay to Lender within ten (10) days after demand thereof any amounts owing under this indemnity, together with interest from the date the indebtedness arises until paid at the rate of interest applicable to the principal balance of the loan. Borrower\u2019s duty and obligations to defend, indemnify and hold harmless the Lender shall survive cancellation of the notes."], "obj_label": "Indemnification", "id": "834cfc23-64da-408b-9900-7f80194a0396", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS,\u00a0IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT, DOCUMENT, OR INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT,\u00a0INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY SERVICES, SOFTWARE OR HARDWARE PROVIDED HEREUNDER AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.\u00a0 EXCEPT TO THE EXTENT ARISING OUT OF GROSS NEGLIGENCE OF WILLFUL MISCONDUCT BY THE COMPANY,\u00a0ITS AFFILIATES OR SUBCONTRACTORS, THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,\u00a0INDIRECT,\u00a0INCIDENTAL, SPECIAL, UNFORESEEN, EXEMPLARY OR PUNITIVE DAMAGES,\u00a0INCLUDING DIMINUTION OF VALUE, LOSS OF PROFITS, BUSINESS REPUTATION OR OPPORTUNITY, OR DAMAGES THAT ARE CALCULATED AS A MULTIPLE OF EARNINGS, REVENUE OR OTHER SIMILAR MEASURE.\u00a0 The Buyer shall indemnify and hold the Company and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with (i)\u00a0a material breach by Buyer of this Agreement or under any agreement, document, or instrument delivered pursuant to this Agreement, or (ii)\u00a0Buyer\u2019s gross negligence or willful misconduct; provided , however , that Buyer will not indemnify the Company to the extent that such losses directly arise out of or result from the Company\u2019s gross negligence or willful misconduct or to the extent a Buyer Indemnified Party is entitled to indemnification for such losses pursuant to Section\u00a06.1 of the Purchase Agreement.\u00a0 The Company agrees to indemnify and hold Buyer and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with the Company\u2019s, its Affiliates\u2019 and its subcontractors\u2019 gross negligence or willful misconduct in providing the Services provided under this Agreement or under any agreement, document, or instrument delivered pursuant to this Agreement; provided , however , that the Company will not indemnify Buyer to the extent that such losses directly arise out of or result from Buyer\u2019s gross negligence or willful misconduct or to the extent the Company, its Affiliates or their Representatives are entitled to indemnification for such losses pursuant to Section\u00a06.2 of the Purchase Agreement; and provided , further , that, notwithstanding the foregoing, the total and cumulative liability of the Company under this Agreement and any agreement, document, or instrument delivered pursuant to this Agreement shall not exceed the aggregate fees paid to the Company by Buyer hereunder."], "obj_label": "Indemnification", "id": "3e6ec5c3-6502-49af-b032-ee7af4ab83dc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall indemnify the Executive to the fullest extent that would be permitted by law (including a payment of expenses in advance of final disposition of a proceeding) as in effect at the time of the subject act or omission, or by the Certificate of Incorporation of the Company as in effect at such time, or by the terms of any indemnification agreement between the Company and the Executive, whichever affords greatest protection to the Executive, and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its officers or, during the Executive\u2019s service in such capacity, directors (and to the extent the Company maintains such an insurance policy or policies, in accordance with its or their terms to the maximum extent of the coverage available for any company officer or director), against all costs, charges and expenses whatsoever incurred or sustained by the Executive (including but not limited to any judgment entered by a court of law) at the time such costs, charges and expenses are incurred or sustained, in connection with any action, suit or proceeding to which the Executive may be made a party by reason of his being or having been an officer or employee of the Company, or serving as an officer or employee of an affiliate of the Company, at the request of the Company, other than any action, suit or proceeding brought against the Executive by or on account of his breach of the provisions of any employment agreement with a third party that has not been disclosed by the Executive to the Company. The provisions of this Section 7 shall specifically survive the expiration or earlier termination of this Agreement."], "obj_label": "Indemnification", "id": "a96823be-6dba-45a0-92c0-56ceaa348d7a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Financial Institutions agree to reimburse and indemnify the Agent and its officers, directors, employees, representatives and agents, ratably based on the ratio of each Financial Institution\u2019s Commitment to the aggregate Commitment (or, following the termination of the Commitments, the ratio of Capital of the Purchaser Interests of the Purchaser Group of which such Financial Institution is a part to the aggregate Capital of all Purchaser Interests), to the extent not paid or reimbursed by the Seller Parties (i)\u00a0for any amounts for which the Agent, acting in its capacity as Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii)\u00a0for any other expenses incurred by the Agent, in its capacity as Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents; provided that the Agent shall not be entitled to any indemnity or reimbursement under this Section\u00a011.6 for any expenses resulting from the gross negligence or willful misconduct of the Agent, as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction."], "obj_label": "Indemnification", "id": "7516968e-7962-4fa3-b645-291dcc8efb99", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding anything in the articles of incorporation or bylaws of the Company or the Bank to the contrary, the Executive shall at all times during the Executive\u2019s employment by the Company or the Bank, and after such employment, be indemnified by such entities to the fullest extent applicable law permits for any matter in any way relating to the Executive\u2019s affiliation with the Company or the Bank; provided, however, that if the Company or the Bank shall have terminated the Executive\u2019s employment for Cause, then neither the Company or the Bank shall have any obligation whatsoever to indemnify the Executive for any claim arising out of the matter for which the Executive\u2019s employment shall have been terminated for Cause or for any conduct of the Executive not within the scope of the Executive\u2019s duties under this Agreement."], "obj_label": "Indemnification", "id": "7638119e-254f-4cb4-84d8-061179784677", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders agree to indemnify each Agent and each Issuing Bank 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), in the amount of its pro rata share (based on its Total Revolving Facility Exposure and unused Commitments hereunder), 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 such Issuing Bank 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 or such Issuing Bank 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 such Issuing Bank\u2019s gross negligence or willful misconduct. The failure of any Lender to reimburse any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent or such Issuing Bank, as the case may be, for such other Lender\u2019s ratable share of such amount. The agreements in this Section\u00a0shall survive the payment of the Loans and all other amounts payable hereunder."], "obj_label": "Indemnification", "id": "68721c5a-3d6c-4247-8113-aed3a87d6a1a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to Section 8 , each Party (\u201c Indemnifying Party \u201d) shall indemnify and hold the other Party, its Affiliates, and their employees, directors, officers, representatives, agents, and contractors (collectively, the \u201c Indemnified Party \u201d) harmless from and against any and all Liabilities, regardless of whether such Liabilities are attributable to the strict liability of the Indemnified Party, to the extent arising from the Indemnifying Party\u2019s (i) breach of this Agreement, (ii) negligence or willful misconduct of it, its Affiliates, and their employees, directors, officers, invitees, representatives, agents, or contractors in connection with the performance of such Party\u2019s obligations under this Agreement, or (iii) failure to comply with Applicable Law with respect to the sale, transportation, storage, handling, or disposal of the Product, unless and to such extent that such Liability results from the Indemnified Party\u2019s breach of this Agreement, negligence or willful misconduct, or failure to comply with Applicable Law. In addition, Customer shall indemnify and hold Owner, its Affiliates, and their employees, directors, officers, representatives, and agents, harmless from and against any and all Liabilities arising from the instructions and specifications for processing any Product provided in writing by Customer or the use of any Product by Customer or a Third Party, and all provisions of this Section 19 shall apply to such indemnity unless and to such extent that such Liability results from Owners breach of this Agreement, negligence, gross negligence, willful misconduct, or failure to comply with Applicable Law."], "obj_label": "Indemnification", "id": "f48e4529-0f54-4b5c-b062-f7ee3fc016cb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties 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, bad faith or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable 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."], "obj_label": "Indemnification", "id": "7061ac08-6001-4c44-ba0c-0e2ff979fb0a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall indemnify Executive and hold him harmless to the fullest extent permitted by law and under the charter and bylaws of the Company (including the advancement of expenses) against, and with respect to, any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney fees), losses and damages resulting from Executive\u2019s good faith performance of his duties and obligations with the Company and its Affiliates."], "obj_label": "Indemnification", "id": "f9cfa7f6-6ee7-43c8-b25f-bebc5ee841fc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0No Agent nor any of its Related Parties shall be (i)\u00a0liable for any action taken or omitted to be taken by such party, any Agent or any of its Related Parties under or in connection with this Agreement or the other Credit Documents (x)\u00a0with 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 applicable Agent shall believe in good faith to be necessary, under the circumstances as provided in the Credit Documents) or (y)\u00a0in 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 non-appealable judgment) or (ii)\u00a0responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of any Credit Party to perform its obligations hereunder or thereunder."], "obj_label": "Indemnification", "id": "f05a97fa-4216-4715-8db2-492e05114f3f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Issuer shall indemnify the Indenture Trustee (and its officers, directors, employees and agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (including attorney\u2019s fees and expenses and the costs and expenses of enforcing the Issuer\u2019s indemnification and contractual obligations hereunder) incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Master Indenture and its duties under this Master Indenture and any Series Supplement and the Equipment Notes, 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. The Indenture Trustee shall notify the Noteholders, the Issuer, the Servicer, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however , that failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel). The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or bad faith."], "obj_label": "Indemnification", "id": "af2cfc96-d0ba-4a50-940e-0c289add09da", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhether or not the transactions contemplated hereby are consummated, each Lender shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of any Loan Party to do so) on a pro rata basis (determined as of the time that the applicable payment is sought based on each Lender\u2019s ratable share at such time) and hold harmless each Agent-Related Person against any and all Indemnified Liabilities incurred by it; provided that (a)\u00a0no Lender shall be liable for payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted from such Agent-Related Person\u2019s own gross negligence or willful misconduct (and no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section) and (b)\u00a0to the extent any Issuing Lender is entitled to indemnification under this Section solely in its capacity and role as an Issuing Lender only the Revolving Lenders shall be required to indemnify such Issuing Lender in accordance with this Section (determined as of the time that the applicable payment is sought based on each Revolving Lender\u2019s Revolving Percentage thereof at such time). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent in connection with preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights and responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such costs or expenses by or on behalf of the Borrower."], "obj_label": "Indemnification", "id": "a2d01480-f8eb-4325-a1e5-637b4322b79b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH GRANTOR AGREES, JOINTLY AND SEVERALLY, TO DEFEND, INDEMNIFY, AND HOLD THE COLLATERAL AGENT, THE AGENT 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 AND DOCUMENTED OUT-OF-POCKET ATTORNEY COSTS) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY\u00a0AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING THE TERMINATION, RESIGNATION, OR REPLACEMENT OF THE COLLATERAL AGENT OR THE AGENT) BE IMPOSED ON,\u00a0INCURRED BY, OR ASSERTED AGAINST ANY SUCH PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN 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,\u00a0INCLUDING WITH RESPECT TO ANY INVESTIGATION, LITIGATION, OR PROCEEDING (INCLUDING ANY INSOLVENCY PROCEEDING OR APPELLATE PROCEEDING) RELATED TO OR ARISING OUT OF THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, 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 THE GRANTORS 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.\u00a0 THE AGREEMENTS IN THIS SECTION\u00a08.17 SHALL SURVIVE PAYMENT OF ALL OTHER OBLIGATIONS AND ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT."], "obj_label": "Indemnification", "id": "0d41231e-acf7-4c90-b11f-5b6fc239b97b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to amounts payable as elsewhere provided in this Section \u00a02.4 , each Borrower agrees to protect, indemnify, pay and hold harmless the applicable Letter of Credit Participants, Letter of Credit Issuer and Administrative Agent from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys\u2019 fees) which any such Letter of Credit Participant, Letter of Credit Issuer or Administrative Agent may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit for the account of such Borrower, except to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Letter of Credit Participant\u2019s, Letter of Credit Issuer\u2019s or Administrative Agent\u2019s, as the case may be, gross negligence, willful misconduct or breach of any Loan Document. The Borrowers\u2019 obligations under this Section \u00a02.4 shall survive payment of all other Obligations."], "obj_label": "Indemnification", "id": "c4ed6aa6-f5d1-4361-b893-752ba74a6f7d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn consideration of each Buyer\u2019s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company\u2019s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, 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 (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding 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 or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(i), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). 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 which 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 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement."], "obj_label": "Indemnification", "id": "25900ab3-5337-47ea-8a8c-23dc02038a50", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0\u00a0\u00a0\u00a0Tenant shall protect, indemnify and hold harmless each of the Indemnified Parties from and against any and all claim, loss, damage, cost, expense, liability, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind (including, without limitation, reasonable attorneys\u2019 fees and costs) directly or indirectly arising out of or attributable to, in whole or in part, any of the following: (i) the breach of any of the covenants, representations and warranties of this Article 18 by Tenant, or (ii) the use, generation, manufacture, production, storage, release, threatened release, discharge or disposal of a Hazardous Substance in, on, under, from or about the Premises prior to or during the Term, or (iii) any violation or liability under any Environmental Law arising from any other activity carried on or undertaken on the Premises prior to or during the Term by Tenant or any employees, agents, contractors or subcontractors of Tenant or any third persons occupying or present on the Premises prior to or during the Term, including, without limitation: (i) all consequential damages; (ii) the costs of any required or necessary response, repair, cleanup or detoxification of the Premises and the preparation and implementation of any closure, remedial or other required plans including, without limitation: (A) the costs of response, removal or remedial action incurred by any Governmental Authority, or response costs incurred by any other Person, or damages from injury to, destruction of, or loss of natural resources, including the costs of assessing such injury, destruction or loss, incurred pursuant to any Environmental Law; (B) the clean-up costs, fines, damages or penalties incurred pursuant to the provisions of Applicable Law; and (C) the cost and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Applicable Law; and (iii) liability for damages, including damages assessed for the maintenance of the public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity. The obligations arising under this Section 18.6 shall apply regardless of when the violation, liability, loss, harm, damage or injury is discovered."], "obj_label": "Indemnification", "id": "2a605e4e-5ece-40b6-81f4-53614d7fb33a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee will be provided indemnification to the maximum extent permitted by the Company\u2019s Articles of Incorporation or Bylaws, with the indemnification to be on terms determined by the Board of Directors for the Company or any of its committees, but on term is no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement. During Employee\u2019s employment, Employee will be named as an insured on the Company\u2019s directors\u2019 and officers\u2019 liability insurance coverage (\u201cD&O Coverage\u201d) that the Company provides generally to directors and officers of the Company. as may be amended from time to time for such directors and officers. The Company shall maintain this D&O Coverage at all times during Employee\u2019s employment at a level and with coverages consistent with the D&O Coverage currently maintained by the Company. Upon termination of the Employee\u2019s employment for any reason, the Company will cause such policies to cover Employee in respect of acts and omissions during the period of employment as if the Employee was still an officer, director and/or employee, as applicable."], "obj_label": "Indemnification", "id": "d282b980-7585-4607-b86a-919f131bfa6b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements, or loss 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."], "obj_label": "Indemnification", "id": "e1a84f45-787e-440c-a687-23f450f1fce7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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)\u00a0default 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."], "obj_label": "Indemnification", "id": "fd99282d-7ef6-48c4-95b9-b42d1cb4f6c5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to defend, hold harmless, and indemnify Executive for any and all claims arising from and/or in any way related to Executive\u2019s employment with the Company, including but not limited to reasonable attorney\u2019s fees, costs and damages and other related litigation expenses, for any and all claims arising out of any lawsuits, charges of discrimination, or wage claims (the \u201c Cases \u201d). To the extent Executive was a covered insured by any Company insurance policy, nothing herein negates such coverage or indemnity provided by such policy except Executive\u2019s refusal to cooperate. The Company\u2019s duty to defend, indemnify, and hold Executive harmless shall not apply if Executive fails to cooperate in the investigation or defense of the Cases or any other proceedings in which Executive has been identified as a material witness. To the extent that it is necessary for Executive to retain counsel other than the Company's counsel with respect to any matter, counsel shall be selected and paid by the Company subject to approval by Executive, which approval shall not be withheld unreasonably."], "obj_label": "Indemnification", "id": "f65b6cc3-fcc1-4bdf-8d55-bb2c1a84cc9e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach APA Bank in a CP Conduit Purchaser Group agrees to indemnify its Funding Agent in its capacity as such (to the extent not reimbursed by ABRCF and the Administrator and without limiting the obligation of ABRCF and the Administrator to do so), ratably according to its respective APA Bank Percentage in effect on the date on which indemnification is sought under this Section 10.7 (or if indemnification is sought after the date upon which the Commitments shall have been terminated, ratably in accordance with its APA Bank Percentage at the time of termination) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against such Funding Agent in any way relating to or arising out of this Supplement, any of the other Related 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 Funding Agent under or in connection with any of the foregoing; provided that no APA Bank 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 related Funding Agent\u2019s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of all amounts payable hereunder."], "obj_label": "Indemnification", "id": "a83c536f-bbd5-442d-bf15-de582f998670", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower agrees to indemnify and hold harmless the Designated Agent, each Lender and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an \u201c Indemnified Party \u201d) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding (whether or not an Indemnified Party is a party thereto) arising out of, related to or in connection with the Commitments hereunder or the Advances made hereunder or any transactions in connection herewith, including, without limitation, any transaction in which any proceeds of the Advances are, or are proposed to be, applied (collectively, the \u201c Indemnified Matters \u201d); provided that the Borrower shall have no obligation to any Indemnified Party under this Section\u00a08.08 with respect to (i) matters for which such Indemnified Party has been reimbursed by or on behalf of the Borrower pursuant to any other provision of this Agreement, but only to the extent of such reimbursement, or (ii) Indemnified Matters found by a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Indemnified Party.\u00a0 If any action is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Borrower in writing of the institution of such action and the Borrower shall thereupon have the right, at its option, to elect to assume the defense of such action; provided, however, that the Borrower shall not, in assuming the defense of any Indemnified Party in any Indemnified Matter, agree to any dismissal or settlement of such Indemnified Matter without the prior written consent of such Indemnified Party, which consent shall not be unreasonably withheld, if such dismissal or settlement (A) would require any admission or acknowledgment of culpability or wrongdoing by such Indemnified Party or (B) would provide for any non-monetary relief to any Person to be performed by such Indemnified Party.\u00a0 If the Borrower so elects, it shall promptly assume the defense of such action, including the employment of counsel (reasonably satisfactory to such Indemnified Party) and payment of expenses.\u00a0 Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the employment of such counsel shall have been authorized in writing by the Borrower in connection with the defense of such action or (2) the Borrower shall not have properly employed counsel reasonably satisfactory to such Indemnified Party to have charge of the defense of such action, in which case such fees and expenses shall be paid by the Borrower.\u00a0 If an Indemnified Party shall have reasonably concluded (based upon the advice of counsel) that the representation by one counsel of such Indemnified Party and the Borrower creates a conflict of interest for such counsel, the reasonable fees and expenses of such counsel shall be borne by the Borrower and the Borrower shall not have the right to direct the defense of such action on behalf of such Indemnified Party (but shall retain the right to direct the defense of such action on behalf of the Borrower).\u00a0 Anything in this Section\u00a08.08 to the contrary notwithstanding, the Borrower shall not be liable for the fees and expenses of more than one counsel for any Indemnified Party in any jurisdiction as to any Indemnified Matter or for any settlement of any Indemnified Matter effected without its written consent.\u00a0 All obligations of the Borrower under this Section\u00a08.08 shall survive the making and repayment of the Advances and the termination of this Agreement."], "obj_label": "Indemnification", "id": "2b0d8b85-7598-4642-baa1-fbcaf5b843bc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Stock Option, and the members of the Board and the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys\u2019 fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company\u2019s articles of incorporation or bylaws or any directors\u2019 and officers\u2019 liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company."], "obj_label": "Indemnification", "id": "17892e32-ccb1-4762-a9bc-898922009efe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent allowable pursuant to applicable law, each member of the Committee or of the Board 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 Company\u2019s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless."], "obj_label": "Indemnification", "id": "fcad7136-6760-4ca5-ba5a-5ddd41c5f193", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then owed to each of such Lenders (or if no Advances are at the time outstanding or if any Notes are held by Persons that are not Lenders, 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 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 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. 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 Borrower."], "obj_label": "Indemnification", "id": "7b5b526b-b4dc-4fd6-8c78-ee5455ffac19", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTenant will defend, indemnify and hold Landlord harmless from and against any and all expenses, liens, claims or damages, including attorneys\u2019 fees, for injury to person or property which may or might arise, directly or indirectly, by reason of the making of any Alterations.\u00a0 If any Alteration is effected without the prior written consent of Landlord, Landlord may remove or correct the same and Tenant shall be liable for any and all expenses of this work.\u00a0 All rights given to Landlord herein shall be in addition to any other right or remedy of Landlord contained in this Lease."], "obj_label": "Indemnification", "id": "12824339-de93-4882-9d73-9e5469539619", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent allowable pursuant to applicable law, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated 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 , however , that 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 Company\u2019s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless."], "obj_label": "Indemnification", "id": "a9ced916-02fb-434e-9067-c26e41704aed", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party hereby agrees to indemnify and hold harmless the other party, its officers, directors, employees and agents against any and all losses, claims, expenses, damages or liabilities, jointly and severally, to which any of them may become subject or which they may incur, including all reasonable attorney\u2019s fees and costs, to the fullest extent lawful, and all costs and expenses arising out of or in connection with any suit, action, or claim, arising out of the breach of their respective duties and responsibilities under this Agreement, or resulting from any breach of any representations or warranties under this Agreement with respect to their business, operations or assets."], "obj_label": "Indemnification", "id": "3fa6c5ba-3dbb-4f6b-9650-a0d08ac48218", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to Section\u00a09 and Section\u00a010 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, 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 Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness, in all cases related to an Indemnifiable Event."], "obj_label": "Indemnification", "id": "08f9f14b-3016-481f-9435-a6771ff4c38e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE PARTICIPANT\u2019S RIGHTS OR OBLIGATIONS HEREUNDER."], "obj_label": "Law", "id": "3a87c336-30a4-46fe-8793-2774f8bbea8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Amendment shall be construed in accordance with and governed by the laws of the State of New York. Each Borrower hereby submits to the exclusive jurisdiction of any United States federal or New York State court sitting in the City of New York in any action or proceeding arising out of or relating to this Amendment and each 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 such suit, action or proceeding brought in such a court or that such court is an inconvenient forum."], "obj_label": "Law", "id": "600c0839-662a-40fe-9fd7-a52492a991c6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.\u00a0\u00a0Each of Participant and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of them may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan."], "obj_label": "Law", "id": "6c8300e0-4263-4924-b1a9-ebe4c9451934", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the State of New York, but without regard to its principles of conflicts of law. In the event any provision of this Agreement shall be held invalid, illegal or unenforceable, in whole or in part, for any reason, such determination shall not affect the validity, legality or enforceability of any remaining provision, portion of provision or this Agreement overall, which shall remain in full force and effect as if the Agreement had been absent the invalid, illegal or unenforceable provision or portion thereof."], "obj_label": "Law", "id": "aad592d2-46cc-4c35-b0b9-f3c30068d40c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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."], "obj_label": "Law", "id": "c3a16384-db34-49da-b0f4-e6ce001b195e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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\u00a0Each 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\u00a0Each 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\u00a0Each 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\u00a0Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.\u00a0\u00a0\u00a0If any party shall commence an Action \u00a0or 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\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding."], "obj_label": "Law", "id": "05555859-3e74-415c-9d2e-be088f321d90", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parties expressly agree than any 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 only in a United States District Court or any state court located in Delaware, so long as one of such courts will have subject matter jurisdiction over such Proceeding, and that any cause of action arising out of this Agreement will be deemed to have arisen from a transaction of business in the State of Delaware, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such 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 9.6 will be deemed effective service of process on such Party."], "obj_label": "Law", "id": "99a89498-8a47-45af-abaf-e539745cf144", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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. 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. 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\u00a04.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding."], "obj_label": "Law", "id": "c129c3ec-424e-478c-a638-ee8f85d42f71", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement, and the other Loan Documents, unless otherwise expressly set forth therein, shall be governed by, construed and enforced in accordance with the law of the State of New York applicable to agreements made to be performed in New York. If any action or proceeding shall be brought by the Administrative Agent or any Lender hereunder or under any other Loan Document in order to enforce any right or remedy under this Agreement or any other Loan Document, the Borrower hereby consents and will, and the Borrower will cause each Subsidiary to, submit to the jurisdiction of any state or federal court of competent jurisdiction sitting in the county of New York on the date of this Agreement. The Borrower, for itself and on behalf of its Subsidiaries, hereby agrees that, to the extent permitted by Applicable Law, service of the summons and complaint and all other process which may be served in any such suit, action or proceeding may be effected by mailing by registered mail a copy of such process to the offices of the Borrower at the address given in Section \u00a011.1 and that personal service of process shall not be required. Nothing herein shall be construed to prohibit service of process by any other method permitted by law, or the bringing of any suit, action or proceeding in any other jurisdiction. The Borrower agrees that final judgment in such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Applicable Law."], "obj_label": "Law", "id": "2266e41f-9f6b-4f4e-9a90-d880eebf9079", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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. 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto 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 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding."], "obj_label": "Law", "id": "fe244972-8906-40ae-9cf8-f3ec381cfc15", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept to the extent that any law of the United States may apply, this Agreement shall be governed and interpreted according to the laws of Florida (the \"Governing Law State\"), without regard to any choice of law, rules or principles to the contrary. Nothing in this paragraph shall be construed to limit or otherwise affect any rights or remedies of the Bank under federal law."], "obj_label": "Law", "id": "b5bb1ecd-dcf0-4081-bdd7-3d8760d55817", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.\u00a0\u00a0Jurisdiction and venue of any action or proceeding relating to this Agreement shall be exclusively in the federal and state courts of competent jurisdiction located in Houston, Harris County, Texas, and the parties hereby waive any objection to such venue and jurisdiction including, without limitation, that it is inconvenient."], "obj_label": "Law", "id": "2e4189f3-635a-4e44-83c7-41a9fadff367", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE RESPECTIVE INTERESTS OF THE CO-AGENTS, THE PURCHASER AND THE BANK PURCHASERS IN THE PURCHASED RECEIVABLES AND THE RELATED RIGHTS ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK."], "obj_label": "Law", "id": "9282ad48-0a82-4dc8-a398-7ada8933b4ae", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Lease shall be construed, governed and enforced according to the laws of the state in which the Property is located. In construing this Lease, paragraph headings are for convenience only and shall be disregarded. Any recitals herein or exhibits attached hereto are hereby incorporated into this Lease by this reference. Time is of the essence of this Lease and every provision contained herein. The parties acknowledge that this Lease was freely negotiated by both parties, each of whom was represented by counsel; accordingly, this Lease shall be construed according to the fair meaning of its terms, and not against either party."], "obj_label": "Law", "id": "c0af4193-9b40-44f7-bdee-cfc2d4190aca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS PLAN AND ANY RULES AND REGULATIONS RELATING TO THIS PLAN SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE GOVERNING CONTRACTS) OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW. If any provision hereof shall be held by a court or arbitrator of competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to be fully effective."], "obj_label": "Law", "id": "bafba18b-9c43-44cf-b838-f299da4b76ff", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Members consent to the exclusive personal jurisdiction of the federal and state courts of the State of Minnesota and agree that service of process may be made upon any Member by certified mail, return-receipt requested, or in any other manner permitted by law. All Members agree not to assert in any action brought in any such court that such action is brought in an inconvenient forum, or otherwise make any objection to venue or jurisdiction."], "obj_label": "Law", "id": "bdd9ff52-0c1c-4a6b-97a4-db90e689e031", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the County of Chickasaw, State of Iowa in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Services provided hereunder."], "obj_label": "Law", "id": "9238c784-6ab2-48da-a393-5bf658dbd811", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 and/or federal courts of New York, NY. 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."], "obj_label": "Law", "id": "4cb0ce9d-50bd-443c-8756-05b53807e965", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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. Executive 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."], "obj_label": "Law", "id": "2bee01e2-cc27-4941-9668-ab725a55df98", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 this Agreement) shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to the application of the principles of conflicts of laws."], "obj_label": "Law", "id": "a03f3d3e-0cb5-45ad-8d92-2fbd65bc01da", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New\u00a0York State court or federal court of the United States of America sitting in New\u00a0York County, and any appellate court from any thereof (collectively, \u201c New \u00a0York Courts \u201d), in any action or proceeding arising out of or relating to this Agreement or the other 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 New\u00a0York 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 Agreement shall affect any right that the Administrative Agent or any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (i)\u00a0it will not bring any such action or proceeding in any court other than New\u00a0York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New\u00a0York than any other jurisdiction), and (ii)\u00a0in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New\u00a0York Courts."], "obj_label": "Law", "id": "fe0554fb-bcdc-4ca9-933d-a2cd321acd9b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe governing law and related provisions set forth in Section 10.3 of the Loan Agreement (including, any authorized agent provisions thereof) are hereby incorporated by reference as if fully set forth herein (with Indemnitor substituted in all places where Borrower appears thereunder) and shall be deemed fully applicable to Indemnitor hereunder. Indemnitor hereby certifies that it has received and reviewed the Loan Agreement (including, Section 10.3 thereof)."], "obj_label": "Law", "id": "8eb149d0-2397-4540-b2ba-b25fccc26dd5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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.\u00a0\u00a0Subject to Section 10.6, the Parties hereby submit to the exclusive jurisdiction of and venue in the courts located in the State of Delaware with respect to any and all disputes concerning the subject of this Agreement."], "obj_label": "Law", "id": "2b83513b-83e8-4f94-af92-b48b022705d4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be construed under and be governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles of such state. The parties hereby consent to the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts. Accordingly, with respect to any such court action, the Executive (a)\u00a0submits to the personal jurisdiction of such courts; (b)\u00a0consents 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."], "obj_label": "Law", "id": "4e265d30-8d48-4e58-b75c-91bd5b5b34dd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 Delaware, without regard to the conflicts of law provisions of the State of Delaware or of any other state. In connection with any dispute which may arise hereunder, the parties hereby irrevocably submit to the exclusive jurisdiction of any court located in Delaware and each party waives any objection to the laying of venue therein."], "obj_label": "Law", "id": "1ca77f4c-a341-474e-bd27-bc2acf0fe81b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State 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, 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. 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."], "obj_label": "Law", "id": "015ac148-17c4-4303-8d11-51eeb29bd396", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Release will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflicting provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction) that would cause the laws of any jurisdiction other than the Commonwealth of Pennsylvania to be applied. In furtherance of the foregoing, the internal law of the Commonwealth of Pennsylvania will control the interpretation and construction of this Release, even if under such jurisdiction\u2019s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Further, to the extent that Executive or the Company is required to initiate legal action to enforce any right or obligation under this Release, Executive and the Company agree that any such litigation shall be filed and determined by the United States District Court for the Western District of Pennsylvania or the Court of Common Pleas for Allegheny County; and both Executive and the Company consent to the exclusive personal jurisdiction of such courts."], "obj_label": "Law", "id": "ca10ca6e-a691-47ba-9e9a-e79f944acfc2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that any court action is permitted consistent with or to enforce Section 8 of this Agreement, the parties hereby consent to the jurisdiction of the state and federal courts of the State of California.\u00a0\u00a0Accordingly , 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."], "obj_label": "Law", "id": "10db2fe7-e95b-48a4-a951-1c8c086d80bd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws.\u00a0 The parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for the United States District Court for the Eastern District of New York or any New York State court sitting in Kings County, New York with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts.\u00a0 The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding.\u00a0 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.\u00a0 THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT."], "obj_label": "Law", "id": "3b7dac47-691c-4a94-a3a1-6647beccc034", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. Each Standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the \" ICC \") at the time of issuance (\" UCP \") or the rules of the International Standby Practices (ICC Publication Number\u00a0590) (\" ISP98 \"), as determined by the Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to is conflict of laws principles."], "obj_label": "Law", "id": "583d5b7c-fe79-4ff6-bea2-deb4221c3367", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 Proceedings concerning the interpretations, enforcement and 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 state or federal courts sitting in, or having jurisdiction over, New Castle County in the State of Delaware (the \u201c Delaware Courts \u201d). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware 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 Delaware 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."], "obj_label": "Law", "id": "3c4065ac-be0b-4215-995b-d6bb9da782a9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Plan, all determinations made and actions taken pursuant hereto and, except as provided below or in an applicable subplan, each Award Agreement to a Participant shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, Participants are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the State of Delaware, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement."], "obj_label": "Law", "id": "ef80db09-83e1-4855-aeda-be9121196a96", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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. 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto 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 4.8 , the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys\u2019 fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding."], "obj_label": "Law", "id": "83239ddc-630d-42cf-b127-aea6118b25ec", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept to the extent preempted by the Employee Retirement Income Security Act of 1974, as amended, or other federal laws, t his Agreement is governed by and construed in accordance with the laws of the State of California , without regard to any conflict of laws rule or principle which might refer the governance or construction of this Agreement to the laws of another jurisdiction.\u00a0\u00a0The Parties agree that any dispute relating to or arising out of this Agreement shall be heard and decided exclusively in a state or federal court of competent jurisdiction in San Diego County, California . \u00a0\u00a0Employee also agrees and acknowledges that prior to filing any action to enforce any rights hereunder, Employee is required to exhaust Employee\u2019s administrative remedies provided under the Severance Plan."], "obj_label": "Law", "id": "fcdf13b2-5667-420f-b00e-78044ab035d8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that any court action is permitted consistent with or to enforce Section\u00a08 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)\u00a0submits to the personal jurisdiction of such courts; (b)\u00a0consents 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."], "obj_label": "Law", "id": "7acedbf3-e8b4-400b-99f5-c9173b90d6ed", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Warrant shall be deemed to be a contract made under the laws of the State of Florida for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the County of Broward or the state courts of the State of Florida sitting in the County of Broward in connection with any dispute arising under this Warrant 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. To the extent determined by such court, the Company shall reimburse the Holder for any reasonable legal fees and disbursements incurred by the Holder in enforcement of or protection of any of its rights under any of the Transaction Agreements."], "obj_label": "Law", "id": "65ea0421-1880-43bf-b0bc-7482c50c2968", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be interpreted and enforced in accordance with, and governed by, the laws of Delaware without regard to any conflicts of laws provisions or principles thereof that would apply the laws of another jurisdiction. THE OPTION HOLDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THE OPTION HOLDER 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)."], "obj_label": "Law", "id": "4474a72c-f66d-4bd8-ab15-15148ceedcad", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by the internal laws (as opposed to the conflicts of law provisions) of the State of Colorado. The Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement other than with respect to Section\u00a06 shall be submitted to JAMS, (Denver Colorado office) or its successor, for mediation. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The Parties agree that they will participate in the mediation in good faith and that all mediation costs will be borne by the Company. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation."], "obj_label": "Law", "id": "ee9b6aa5-a2d5-4f02-8e5b-98d6aab1f5c0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the parties hereto, by its execution hereof, (i)\u00a0hereby irrevocably submits 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 Agreement or relating to the subject matter hereof, (ii)\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 claim or 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 the above-named court is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii)\u00a0hereby agrees not to commence any claim or action arising out of or based upon this 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 , that any action to enforce a judicial award of a state or federal court in the State of Delaware pursuant to this Section\u00a08 may be brought in any court of competent jurisdiction.\u00a0 Each of the parties 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 address specified pursuant to Section\u00a010 is reasonably calculated to give actual notice."], "obj_label": "Law", "id": "e9e9da9c-8cb5-4941-8c70-17f4b705239c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 New York; provided , however , that (i)\u00a0the determination of the accuracy of any Acquisition Agreement Representation and whether as a result of any inaccuracy thereof either of the Borrowers (or its applicable Affiliate) have the right to terminate its obligations pursuant to the Acquisition Agreement or otherwise decline to consummate the Acquisition pursuant to the Acquisition Agreement as a result of a breach of such representations and warranties in the Acquisition Agreement, (ii)\u00a0the interpretation of whether a Material Adverse Effect (as defined in the Acquisition Agreement) has occurred, and (iii)\u00a0the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, in each case, 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 principles of conflicts of laws thereof."], "obj_label": "Law", "id": "10c3a2c4-a9ad-4a0b-90bf-b0a28b4b3274", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.\u00a0 The Board shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and his personal and legal representatives in respect of any questions arising under the Plan or this Agreement."], "obj_label": "Law", "id": "3e768430-3f16-4334-9f5d-230689f0cc26", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts oflaws. 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, or the Federal courts within the southern or eastern districts 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\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."], "obj_label": "Law", "id": "a2040bbf-ab74-4e61-b358-73aa8e12104f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to the proviso below, the parties agree that the Bankruptcy Court shall have exclusive and continuing jurisdiction over the GUC Trust and the GUC Trust Administrator, including the administration and activities of the GUC Trust and the GUC Trust Administrator; provided , however , that notwithstanding the foregoing, the GUC Trust Administrator shall have power and authority to bring any action in any court of competent jurisdiction to prosecute any claims or Causes of Action assigned to the GUC Trust, including the Delaware Chancery Court, the Delaware Superior Court and the Delaware Supreme Court."], "obj_label": "Law", "id": "cf5c8912-6487-47f8-bbf8-3e33c121fd74", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll questions concerning the construction, validity, enforcement and interpretation of this Debenture 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 be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the \u201c New 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 New York 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 Debenture 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 Debenture or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Debenture, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding."], "obj_label": "Law", "id": "92aa8da2-03b4-4019-9054-2efeb8d799f8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Texas (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply). The Company and the Executive irrevocably consent to the non-exclusive jurisdiction of the federal and state courts in Harris County, Texas for the resolution of any disputes arising under or with respect to this Agreement, and each of the Company and the Executive agrees to waive and does hereby waive any defenses and/or arguments based upon improper venue and/or lack of personal jurisdiction. The Executive and the Company hereby waive their respective rights to trial by jury in any action concerning this Agreement or the Continuing Obligations any and all matters arising directly or indirectly out of this Agreement or the Continuing Obligations. Notwithstanding anything herein to the contrary, a Company Releasee may seek to enforce this Agreement in the federal or state courts located in New York County, New York, and the Executive hereby agrees to the jurisdiction of such courts and further agrees to waive any defenses and/or arguments based upon improper venue and/or lack of personal jurisdiction with respect to such courts. The Executive represents that the Executive has consulted with counsel of the Executive\u2019s choice or has chosen voluntarily not to do so specifically with respect to this jury trial waiver."], "obj_label": "Law", "id": "7f5d09b4-d62f-4041-9959-c5aa02dbec1f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company and the Indemnitee hereby irrevocably and unconditionally (i)\u00a0agree that any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in a state court of the State of Florida, and not in any other state or federal court in the United States of America or any court in any other country, (ii)\u00a0consent to submit to the exclusive jurisdiction of such state court of the State of Florida for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii)\u00a0waive any objection to the laying of venue of any such action or proceeding in such state court of the State of Florida, and (iv)\u00a0waive, and agree not to plead or to make, any claim that any such action or proceeding brought in such state court of the State of Florida has been brought in an improper or inconvenient forum."], "obj_label": "Law", "id": "8a823e6b-e0c5-4d79-9b03-605574316cca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be enforced, governed by and construed in accordance with the laws of the State of New York. Each party hereby submits to the exclusive jurisdiction of the Supreme Court of the State of New York, and the United States District Court for the Southern District of New York, for the purpose of enforcement of this Agreement and waives, and agrees not to assert, as a defense in any such action or proceeding, that such party was not subject to the personal jurisdiction of any such court or that venue is improper for lack of residence, inconvenient forum or otherwise. The parties also agree that service of process (the method by which a party may be served with any such court papers) may be made by overnight mail at the applicable address set forth in Section\u00a013. The Company may also have other rights and remedies it may have at any time against the Executive, whether by law or under this Agreement."], "obj_label": "Law", "id": "fce79836-2541-4766-bf3e-32b3ba3173d2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Award and the Award Documentation applicable to the Award are governed by, and subject to the laws of the state of Delaware, without regard to the conflict of law provisions, as set forth in Section 10.J of the Plan. For purposes of any action, lawsuit, or other proceedings arising out of or relating to this Award, including without limitation, to enforce the Award Documentation, the Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof. The Company and you 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."], "obj_label": "Law", "id": "bf7abb50-3023-431d-b026-495b88c8fc8b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Amendment, and all matters relating hereto or arising herefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 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. The provisions of Section 16.1 of the Credit Agreement {relating to agreements and waivers regarding and consents to jurisdiction, venue and service of process}, Section 16.5 of the Credit Agreement {indemnities}, Section 16.9 of the Credit Agreement {expenses}, Section 16.10 of the Credit Agreement {injunctive relief} and Article 12 of the Credit Agreement {waivers (specifically including waivers of the right to jury trial)} are hereby incorporated by reference. If any part of this Amendment is contrary to, prohibited by, or deemed invalid under Applicable Laws, 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 effect so far as possible."], "obj_label": "Law", "id": "691d0db4-ea58-4cb4-a293-e8518db0a0c7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Amendment is a Loan Document and is governed by the Applicable Law pertaining in 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 on, among other things, Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other Applicable Law."], "obj_label": "Law", "id": "e007d856-8ad3-4b0c-9807-0ff3e1ed1af0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the parties hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of any federal or state court within the State of Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party\u2019s respective address set forth in Section\u00a017(b) shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately 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 any federal or state court 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 shall be responsible for its own costs and expenses (including, without limitation, legal fees and other expenses of counsel) in any proceeding described in this Section\u00a017(h)."], "obj_label": "Law", "id": "e989a9ab-2fa5-444d-8e74-7ab0e11d226e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania applicable to contracts executed and to be performed wholly within the Commonwealth of Pennsylvania, 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."], "obj_label": "Law", "id": "b608a39c-48d5-4655-9f48-f0d4e8395ee4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflict of laws provisions thereof that would result in the application of the laws of another jurisdiction) and, where applicable, the laws of the United States of America. Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall 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 the Employee each consents to the jurisdiction of such a court. The Company and the Employee each hereby irrevocably waives any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement."], "obj_label": "Law", "id": "bd6e7d5a-d38e-4a1a-8048-26751003e03c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS NOTE AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES WHICH WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF NEW YORK."], "obj_label": "Law", "id": "82c7b591-1d1c-4f5f-a752-1bfbd1464be4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis is a Florida contract and shall be construed and enforced under and be governed in all respects by the laws of the State of Florida, without regard to the conflict of laws principles thereof. In the event of any alleged breach or threatened breach of this Agreement, the Executive hereby consents and submits to the jurisdiction of the federal and state courts in and of the State of Florida."], "obj_label": "Law", "id": "93a63075-7c03-4e75-b0d2-8aec39a02201", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK; AND THE SUBORDINATED CREDITOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE SUBORDINATED CREDITOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE SENIOR LENDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. NOTWITHSTANDING THE FOREGOING, PRIOR TO THE DATE THAT THE INDEBTEDNESS OF THE BORROWER IN FAVOR OF BURNLEY CAPITAL LLC ARISING UNDER THAT CERTAIN LOAN AND SECURITY AGREEMENT, DATED AS OF THE DATE HEREOF, IS INDEFEASABLY PAID IN FULL, THIS AGREEMENT SHALL BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY, MINNESOTA; AND THE SUBORDINATED CREDITOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT ."], "obj_label": "Law", "id": "32e3b4a7-e1b1-4244-bcb6-cff3e2e48dfb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws. All parties to this Agreement shall hereby submit to the personal and subject matter jurisdiction and venue of the state or federal courts located in New York, New York and irrevocably waive any trial by jury. If either party commences an action arising out of this Agreement, the prevailing party shall, in addition to any other damages and costs awarded, be entitled to reasonable legal fees incurred in connection with the prosecution or defense of such action."], "obj_label": "Law", "id": "f331e3dc-3635-4b72-8ddc-258692fa7bf6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law which might otherwise apply.\u00a0\u00a0The parties hereto irrevocably submit to the jurisdiction of the Delaware Court of Chancery (or, if such court declines to accept jurisdiction, any state or federal court sitting in or for New Castle County, Delaware) with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party 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. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by 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 hereto. Each of the parties hereto (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 waivers and (b)\u00a0acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 18 ."], "obj_label": "Law", "id": "c87c99d4-2842-4ee5-8be9-33e9527e02c0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 this Notes or the Note Purchase Agreement (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 County of New York in the State of New York (the \u201c New 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, 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. 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."], "obj_label": "Law", "id": "d3cb8fb7-54fb-4623-93a2-88953da4bff7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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, or the Federal courts within the southern or eastern districts 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\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."], "obj_label": "Law", "id": "a0319eb3-8360-4256-94a0-13d4448dfaa4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement will be deemed to be made and entered into in the Commonwealth of Massachusetts, and will in all respects be interpreted, enforced and governed under the laws of the Commonwealth of Massachusetts. I hereby consent to personal jurisdiction of the state and federal courts situated within Massachusetts for purposes of enforcing this Agreement, and waive any objection that I might have to personal jurisdiction or venue in those courts, provided, however, the Company and I agree that all civil actions relating to Section\u00a08(c) of this Agreement shall be brought in the county of Suffolk and that the superior court or the business litigation session of the superior court shall have exclusive jurisdiction."], "obj_label": "Law", "id": "ea3f7cfa-6750-4909-9c46-3369e5fda6c6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 Delaware, 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 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."], "obj_label": "Law", "id": "4d18753a-97cb-43f6-9474-fc9b67400b6b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement, any claims, causes of actions or disputes (whether in contract or tort) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement will be governed by and construed in accordance with the Laws applicable to contracts made and to be performed entirely in the State of New York, United States of America, without regard to any applicable conflict of Laws principles. The Parties agree that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement will only be brought in any United States District Court located in New York County, New York so long as such court has subject matter jurisdiction over such action, or alternatively in any New York State Court located in New York County, New York if the aforesaid United States District Courts do not have subject matter jurisdiction, and that any cause of action arising out of this Agreement will be deemed to have arisen from a transaction of business in the State of New York, and each of the Parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such action and irrevocably waives any objection that it may now or hereafter have to the laying of the venue of any such action in any such court or that any such action which is brought in such court has been brought in an inconvenient forum. Process in any such action may be served on any Party anywhere in the world, whether within or without the jurisdiction of such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section\u00a02.02 will be deemed effective service of process on such Party. In the event of litigation relating to this Agreement, the non-prevailing Party will be liable and pay to the prevailing Party the reasonable costs and expenses (including attorney\u2019s fees) incurred by the prevailing Party in connection with such litigation, including any appeal therefrom."], "obj_label": "Law", "id": "1c6fbef5-2bf3-493e-af9d-781d374b9de9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Warrant Agent Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this Warrant Agent Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant Agent Agreement."], "obj_label": "Law", "id": "b9d38dd6-3611-42f9-a4e6-a98d02bb5971", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE UNITED\u00a0STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF WISCONSIN SITTING IN THE CITY OF MADISON (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF WISCONSIN SITTING IN THE \u00a0CITY OF MADISON), 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 THE TRANSACTIONS RELATING HERETO OR THERETO, 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 (AND ANY SUCH CLAIMS, CROSS-CLAIMS OR THIRD PARTY CLAIMS BROUGHT AGAINST THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES MAY ONLY) BE HEARD AND DETERMINED IN SUCH FEDERAL (TO THE EXTENT PERMITTED BY LAW) OR WISCONSIN STATE COURT. \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. \u00a0NOTHING 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 AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION."], "obj_label": "Law", "id": "3be84b2a-1b1d-4344-9b22-29dcf1e05073", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the fullest extent permitted by applicable Law, each party hereto (i)\u00a0agrees that any claim, action or proceeding by such party seeking any relief whatsoever arising out of, relating to or in connection with, this Agreement or the transactions contemplated hereby or thereby shall be brought only in the Court of Chancery or the Superior Court of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware) and not in any other State or Federal court in the United States of America or any court in any other country, (ii)\u00a0agrees to submit to the exclusive jurisdiction of such courts located in for purposes of all legal proceedings arising out of, or in connection with, this Agreement or the transactions contemplated hereby, (iii)\u00a0waives and agrees not to assert any objection that it may now or hereafter have to the laying of the venue of any such Action brought in such a court or any claim that any such Action brought in such a court has been brought in an inconvenient forum, and (iv)\u00a0agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 5.1 or any other manner as may be permitted by Law shall be valid and sufficient service thereof."], "obj_label": "Law", "id": "8d5a33a5-20ce-45e3-9df8-6366c9ec4211", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without reference to principles of conflict of laws. Executive irrevocably consents to the personal jurisdiction of the state and/or federal courts with jurisdiction to hear claims arising out of Tinton Falls, New Jersey for any and all disputes arising out of or related to this Agreement, and the Parties agree that such courts shall be the exclusive forum for any and all disputes arising out of or related to this Agreement."], "obj_label": "Law", "id": "7a786142-8d8e-4a02-affc-5d223971bb4f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH PARTY TO THIS SECURITY AGREEMENT AND EACH OTHER SECURED PARTY HEREBY IRREVOCABLY SUBMITS 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 SECURITY AGREEMENT AND EACH PARTY TO THIS SECURITY AGREEMENT AND EACH OTHER SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, 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 AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION."], "obj_label": "Law", "id": "d72dbd31-ee7e-418a-ac08-0ea4fccc2a67", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Award as well as the terms and conditions set forth in the Plan shall be governed by, and subject to, the law of the State of California. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed."], "obj_label": "Law", "id": "bdfa05b0-496a-4ce8-9aab-44018c2e452a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares."], "obj_label": "Law", "id": "9036e5b3-0b86-43f7-b5c3-f27e96a5801f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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\u2019s fees and costs. 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."], "obj_label": "Law", "id": "fd25120f-5e31-43f6-b660-586fc36759f5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding Section 15 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 13 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."], "obj_label": "Law", "id": "f505673b-3744-4903-810a-5a88dad0939e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower and each other Credit Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State 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 sitting 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 Credit Document shall affect any right that the Administrative Agent, any Lender or the Issuing Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction."], "obj_label": "Law", "id": "19630004-3cf5-45f8-b766-5150ffdb7b4d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement will be governed by and interpreted in accordance with the laws of the State of New York, notwithstanding any conflict of law principles to the contrary. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any action which in any way involves the rights, duties and obligations of either party hereto under this Agreement will be brought in the state or federal courts sitting in the Eastern District of New York, and the parties to this Agreement hereby submit to the personal jurisdiction of such courts. The parties waive any and all rights to have any dispute, claim or controversy arising out of or relating to this Agreement tried before a jury."], "obj_label": "Law", "id": "a26ec041-8143-4abc-af97-c94e701c17cf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of law provisions and without the aid of any canon, custom or rule\u00a0of law requiring or suggesting construction against the drafter.\u00a0 Any court action instituted by Executive or on his behalf relating in any way to this Agreement or his employment with the Company shall be filed exclusively in federal or state court in Pennsylvania and Executive consents to the jurisdiction and venue of these courts in any action instituted by the Company against him.\u00a0 The captions of this Agreement are not part of the provisions hereof and shall have no force or effect."], "obj_label": "Law", "id": "a1fca4f9-3427-4141-acee-23066994cdad", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Company and the Holders (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court, the New York state courts and other courts of the United States sitting in New York, New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement 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. The Company and the Holders consent 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 this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve process in any other manner permitted by law."], "obj_label": "Law", "id": "0594441e-2d6d-40c8-8057-626b853cdc45", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Award Agreement will be governed by the laws of the State of New York, without giving effect to the conflict of law principles thereof.\u00a0 For purposes of litigating any dispute that arises under this Award of Performance Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York, and agree that such litigation will be conducted in the courts of the County of New York, New York, or the federal courts for the United States for the Southern District of New York, and no other courts."], "obj_label": "Law", "id": "ab610990-067f-4be6-8869-b9fc8f0c6da2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) . (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."], "obj_label": "Law", "id": "e91ccfd8-78ee-4bf5-9853-07f6234b8a34", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its principles of conflicts of laws. ALL ACTIONS HEREUNDER MUST BE BROUGHT IN THE FEDERAL COURTS IN NEVADA WITHOUT REGARD TO ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF THE PARTIES. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH ACTION. THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURTS, AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT."], "obj_label": "Law", "id": "c2952507-dfd7-4cf4-9fd7-90beb65a2804", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 New Jersey or in the federal courts located in the State of New Jersey. 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\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."], "obj_label": "Law", "id": "56c31bff-6d78-42cf-a273-568199a37609", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe laws of the State of Nevada shall govern the validity, construction, and interpretation of this Agreement, without regard to conflict of law principles.\u00a0 Further, with respect to those claims which are not required to be arbitrated pursuant to the provisions of Section 36 hereof, jurisdiction and venue for any action, suit or proceeding arising out of or relating to this Agreement or any matters contemplated hereby shall lie exclusively in the federal or state courts located in Las Vegas, Nevada, except that Company may enforce the provisions of Section 12 of this Agreement in any jurisdiction necessary to obtain the relief sought."], "obj_label": "Law", "id": "3182db71-e0f1-4df2-a9ca-eae1c0506fa6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS 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. Each of the provisions set forth in Section 13.4(b) and Section 13.4(c) of the Credit Agreement are incorporated by reference into this Amendment, mutatis mutandis , and shall have the same force and effect in respect of this Amendment as if set forth herein in full."], "obj_label": "Law", "id": "01842cad-155d-4454-8838-f7d13ad5521f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the non-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 and agrees that all claims in respect of any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise 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 Administrative Agent, any Lender, the Swingline Lender or any Issuing Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Borrower or any other Loan Party or its properties in the courts of any jurisdiction."], "obj_label": "Law", "id": "f1cf482b-83d6-4675-9249-bb521527f204", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY TEXAS STATE OR FEDERAL COURT SITTING IN THE COUNTY OF TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH, AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MUST BE HEARD AND DETERMINED IN SUCH TEXAS STATE COURT, OR TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. TO THE EXTENT PERMITTED BY LAW, EACH PARTY ALSO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES (CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PREPAID) OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESS SET FORTH BELOW. EACH 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."], "obj_label": "Law", "id": "3825e407-fed2-4b5e-b2f1-5d3575f081ea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND.\u00a0\u00a0The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.\u00a0\u00a0This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.\u00a0\u00a0The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement."], "obj_label": "Law", "id": "6e9b3dbb-b373-4a2a-be34-5b697dab6791", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Plan shall be governed and construed in accordance with ERISA and any other applicable federal law and, to the extent not preempted by federal law, the laws of the State of Texas. Except as otherwise mandated by applicable law, exclusive jurisdiction over all disputes and actions arising under, or directly or indirectly relating to the Plan, shall be in Houston, Texas."], "obj_label": "Law", "id": "8fb147d7-d50e-46d1-9e88-1028ef423ade", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of law provisions and without the aid of any canon, custom or rule of law requiring or suggesting construction against the drafter. Any court action instituted by Executive or on his behalf relating in any way to this Agreement or his employment with the Company shall be filed exclusively in federal or state court in Pennsylvania and Executive consents to the jurisdiction and venue of these courts in any action instituted by the Company against him. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect."], "obj_label": "Law", "id": "67688a45-1a55-45b4-819f-14f0f99eee7d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Section\u00a015.03 is subject to, and shall not in any way limit the application of, Section\u00a015.02; in case of any conflict between this Section\u00a015.03 and Section\u00a015.02, Section\u00a015.02 shall govern.\u00a0 Notwithstanding anything to the contrary in Section\u00a015.02, the exclusive jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall lie in any federal or state court located in Boston, Massachusetts.\u00a0 By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action.\u00a0 The parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action.\u00a0 The parties further agree and consent to the service of any process required by any such court by delivery of a copy thereof in accordance with Section\u00a017.01 and that any such delivery shall constitute valid and lawful service of process against it, without necessity for service by any other means provided by statute or rule\u00a0of court."], "obj_label": "Law", "id": "d9c92aca-bc1b-4ffd-871e-374e1d893fe4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept to the extent superseded by laws of the United States, the laws of Texas will be controlling in all matters relating to the Plan without regard to the choice of law principles therein. The Plan and all Awards are intended to comply, and will be construed by the Bank in a manner in which they are exempt from or comply with the applicable provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the \u201cCode\u201d). To the extent there is any conflict between a provision of the Plan or an Award and a provision of Code Section 409A, the applicable provision of Code Section 409A will control."], "obj_label": "Law", "id": "574992ce-47f7-4831-abcb-8d877476bad6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny dispute regarding the reasonableness of the covenants and agreements set forth in this Article IV or the territorial scope or duration thereof or the remedies available to the Company upon any breach of such covenants and agreements, shall be governed by and interpreted in accordance with the laws of the State of Colorado. The parties mutually agree that any such disputes shall be resolved in the United States District Court for the District of Colorado or the state District Court for the 2 nd Judicial District, Denver County, Colorado. The parties agree that it is their mutual intent that the provisions of this Agreement be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect, and, to the extent permitted by applicable law, the parties waive any provision of applicable law that would render any provision of Article IV invalid or unenforceable."], "obj_label": "Law", "id": "888c3ba2-a3c2-46a9-86df-14a697c6dbf0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 or federal courts located in the State of New Jersey. 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\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."], "obj_label": "Law", "id": "5d9cb9bd-0dce-478a-82fe-b19f863421d2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the case of any dispute between the Parties, the Parties shall have the right to initiate the binding arbitration process provided for in this Section 11.17 by serving upon the other Party a demand for arbitration. Notwithstanding any other provision of law, in order to be enforceable a demand for arbitration must be served within sixty (60) days of the date on which a Party discovers, or reasonably should have discovered, facts giving rise to a dispute as defined above. Within thirty (30) days of service of a demand for arbitration by either Party to this Agreement, the Parties shall endeavor in good faith to select a single arbitrator. If they fail to do so within that time period, each Party shall have an additional period of fifteen (15) days in which to appoint an arbitrator and those arbitrators within fifteen (15) days shall select an additional arbitrator. If any Party fails to appoint an arbitrator or if the arbitrators initially selected by the Parties fail to appoint an additional arbitrator within the time specified herein, any Party may apply to have an arbitrator appointed for the Party who has failed to appoint, or to have the additional arbitrator appointed, by the presiding judge for Maricopa County, Arizona. If the presiding judge, acting in his or her personal capacity, is unable or unwilling to appoint the additional arbitrator, that arbitrator shall be selected in accordance with Delaware law. Any arbitration hearing shall be conducted in Maricopa County, Arizona. The law applicable to the arbitration of any dispute shall be the law of the State of Delaware, excluding its conflict of law rules."], "obj_label": "Law", "id": "5c446859-b1b7-451f-85ca-268b3635144c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that any court action is permitted consistent with or to enforce Section 7 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.\u00a0Accordingly, 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."], "obj_label": "Law", "id": "7060a156-b198-4fe5-8672-6d8f824e069b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS AGREEMENT IS PERFORMABLE IN THE STATE OF COLORADO AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF COLORADO. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE OR FEDERAL COURT SITTING IN COLORADO. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS SECTION 10.9 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT."], "obj_label": "Law", "id": "b0860b6e-e264-4296-a055-5fd925e5c1b8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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."], "obj_label": "Law", "id": "98282e14-29cf-4ce4-bd88-7514a7bfd875", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHIS PLAN SHALL BE DEEMED TO BE MADE IN THE STATE OF CALIFORNIA, AND, TO THE EXTENT NOT PREEMPTED BY ERISA OR OTHER FEDERAL LAW, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. By participating in this Plan, each Participant and the Company hereby irrevocably consent to, and agree not to object or assert any defense or challenge to, the jurisdiction and venue of the state and federal courts located in California and agree that, subject to Sections 5 and 6 hereof, any claim may be brought in a court of law or equity in any such California court. Note, however, that Transition Agreements with Participants outside of California may be governed by the laws of the jurisdiction in which they worked prior to the separation of employment."], "obj_label": "Law", "id": "b222e711-7a8f-4078-b88d-f9d6dd68a790", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll issues and questions concerning the construction, validity, enforcement and interpretation of the Limited Liability Company Agreement, including this Joinder, 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 rules or provisions (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. Any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein."], "obj_label": "Law", "id": "8b079545-0bff-4d6e-9cbb-8cb3d53ae0dd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding with respect to conflict of laws, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted. Each Party agrees to submit to the exclusive jurisdiction of the Superior Court for Suffolk County, Massachusetts, and the United States District Court for the District of Massachusetts with respect to any claim, suit or action in law or equity arising in any way out of this Agreement or the subject matter hereof."], "obj_label": "Law", "id": "4c4fccad-9914-4321-9b50-9cdf35ba5cb6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement, each of the Notes and any other Related Writing (except as otherwise set forth in any Loan Document executed by a Foreign Subsidiary) shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of the Borrower, the Administrative Agent, and the Lenders shall be governed by New York law."], "obj_label": "Law", "id": "689134c5-6247-44a6-87c0-6beb4e22cef0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 federal courts located in the State of New Jersey. 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 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 . 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."], "obj_label": "Law", "id": "57f740b6-6c1b-4c52-9646-327dc8b2ca9e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 Issuing 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 10.04(c) without regard to the existence of any participation."], "obj_label": "Participations", "id": "3f83389e-4184-45c8-b15e-828e5551b0c6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 \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 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. 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 (w)\u00a0increase such Lender\u2019s Commitment, (x)\u00a0extend the date fixed for the payment of principal on the Loans or portions thereof owing to such Lender, (y)\u00a0reduce the rate at which interest is payable thereon or (z)\u00a0release any Guarantor from its Obligations under the Guaranty (except as otherwise permitted under Section\u00a0 7.12. (c)) in each case, as applicable to that portion of such Lender\u2019s rights and/or obligations that are subject to the participation. Subject to the immediately following subsection\u00a0(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections\u00a0 3.12. , 4.1. , 4.4. to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section\u00a0 12.3. as though it were a Lender, provided such Participant agrees to be subject to Section\u00a0 3.3. as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant\u2019s interest in the Loans or other obligations under the Loan Documents (and is maintained in accordance with Sections 5f. 103-1(c) and 1.871-14(c)(1)(i) of the United States Treasury Regulations) (the \u201cParticipant Register\u201d); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant\u2019s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Sections 5f.103-1(c) and 1.871-14(c)(1)(i) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register."], "obj_label": "Participations", "id": "8bba5f7d-1780-4bb3-bdae-4f84d5e219a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Purchaser may sell to one or more Persons (each a \u201c Participant \u201d) participating interests in the interests of such Purchaser hereunder; provided , however , that no Purchaser shall, without the consent of the Seller, grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and Seller, Master Servicer, each Purchaser Agent and Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser\u2019s rights and obligations hereunder. A Purchaser shall not agree with a Participant to restrict such Purchaser\u2019s right to agree to any amendment hereto; and in no event shall Seller or Master Servicer be liable to any such Participant under Article IV for an amount in excess of that which would be payable to the applicable Purchaser under such Article. Each Purchaser that sells a participating interest hereunder to a Participant shall notify Administrative Agent, the related Purchaser Agent and Seller of any such sale."], "obj_label": "Participations", "id": "893bd30b-32e3-40ca-adae-85b647d795b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 (but not including, for the avoidance of doubt, any bona fide third party investment funds) 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 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 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."], "obj_label": "Participations", "id": "9dc4b5cd-0c91-41f3-abb9-32d4704905a1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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) 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 11.04(c) without regard to the existence of any participations."], "obj_label": "Participations", "id": "6b62a634-9f94-45a8-bc8c-68ee038121f5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in dollars, for the account of each Issuing Bank, such Lender\u2019s Applicable Percentage of (i)\u00a0each LC Disbursement made by such Issuing Bank in dollars and (ii)\u00a0the Dollar Equivalent, using the Exchange Rates on the date such payment is required, of each LC Disbursement made by such Issuing Bank in an Alternative Currency and, in each case, not reimbursed by the Borrower on the date due as provided in clause (e)\u00a0of this Section\u00a02.05, or of any reimbursement payment required to be refunded to the Borrower for any reason (or, if such reimbursement payment was refunded in an Alternative Currency, the Dollar Equivalent thereof using the Exchange Rates on the date of such refund). Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause 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."], "obj_label": "Participations", "id": "7f9a6b10-8eef-468e-b5e9-0b3f0e371620", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 (i) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), (ii) the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries or (iii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons) (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 Lenders 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 11.3(c) with respect to any payments made by such Lender to its Participant(s)."], "obj_label": "Participations", "id": "8ed499ea-fdbd-496c-91b2-105f71ef40ed", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nParticipation in the Plan shall be limited to executives who (i) meet such eligibility criteria as the Committee shall establish from time to time, and (ii) elect to participate in this Plan by submitting a Participation Agreement via the third party administrator\u2019s website during the defined Open Enrollment period. A Participation Agreement must be submitted prior to the December 31st immediately preceding the Plan Year for which it is effective. The Committee shall have the discretion to establish special deadlines regarding the submission of Participation Agreements for Participants if it determines that such deadlines conform to the requirements of Code Section 409A."], "obj_label": "Participations", "id": "76a71c38-2f19-4dd2-a1f6-8bee95aaf51d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOnly those individuals who are serving as executive officers as of the first quarter Board meeting each year are eligible to participate in the Plan for that plan year (the \u201c Participants \u201d). In the case of a promotion, an individual must have been promoted to \u201cexecutive officer\u201d by such first quarter Board meeting in order to participate in the Plan for that plan year."], "obj_label": "Participations", "id": "a57e2198-c62d-420b-92c3-4fc3fe807ee8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 a Loan Party or any Loan Party'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 (including such Lender's participations in L/C Obligations and/or Swing Line Loans and its Alternative Currency Risk Participations) owing to it); provided that (i)\u00a0such Lender's 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's rights and obligations under this Agreement.\u00a0\u00a0For 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."], "obj_label": "Participations", "id": "91d0349b-3718-4b1e-b50f-f5cfa828ce6f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 Loan Party or any Loan Party\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 Borrowers, the Administrative Agent, the Lenders, and the Issuing Lenders shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement."], "obj_label": "Participations", "id": "45f968d5-a708-427f-9ce7-a3951319e0ac", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to one or more Persons (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) 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 and the Agent 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 any 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. Each Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant\u2019s interest in the Loans or other obligations under the Loan Documents (the \u201c Participant Register \u201d). No Lender shall have any obligation to disclose all or any portion of the Participant Register to the Borrower or any other Person (including the existence or identity of any Participant or any information relating to a Participant\u2019s interest in the Loans or other obligations under this Agreement) except (i) to the extent that such disclosure is necessary to establish that such Loans or other obligations are in registered form under Section 5f.103-1(c) of the applicable United States Treasury Regulations or (ii) with respect to any Person whose interest in the Loans or other obligations is treated as a participation by reason of the Agent not accepting and recording a proposed assignment in the Register. The entries in the Participant Register shall be conclusive absent manifest error, and each Lender shall treat each Person whose name is recorded in the Participant register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. A Participant shall not be entitled to receive any greater payment under Section 2 hereof than the initial Lender would have been entitled to receive with respect to the participation sold to such Participant."], "obj_label": "Participations", "id": "e3e4fbf8-cdc1-4913-9f4b-ba8f050e871c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy and immediately upon 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 is the issuer thereof 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 equal to such Revolving 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, irrevocably, and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving 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(f) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason.\u00a0\u00a0Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, irrevocable, 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 an Event of Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever."], "obj_label": "Participations", "id": "c4fd52f8-7f10-4aac-a518-0bdef106dda4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAn Eligible Employee may participate in the Plan pursuant to Section 3(a) by (i) submitting to the Company\u2019s payroll office (or its designee), on or before a date prescribed by the Administrator prior to an applicable Offering Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure prescribed by the Administrator."], "obj_label": "Participations", "id": "73a17fac-abe2-4389-9f2c-ce2a1e829f55", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 Revolving 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 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 10.04(c) without regard to the existence of any participation."], "obj_label": "Participations", "id": "8800fd10-81f3-424a-be39-20f5b70e0f27", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAn Eligible Employee may participate in the Plan by (i) submitting to the Company\u2019s stock administration office (or its designee) a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose (which may be an on-line electronic agreement or an agreement similar to the form attached hereto as Exhibit A ) or (ii) following an electronic or other enrollment procedure determined by the Administrator, in either case on or before a date determined by the Administrator prior to an applicable Enrollment Date."], "obj_label": "Participations", "id": "166c7ac7-4b46-4c13-953b-6926f3af6474", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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, or the Parent Borrower or any of the Parent Borrower\u2019s Affiliates or Subsidiaries or to any Defaulting Lender or any of a Defaulting Lender\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, 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 the first proviso to Section \u00a010.1 that affects such Participant. Subject to subsection \u00a0(e) of this Section, the Parent Borrower agrees that each Participant shall be entitled to the benefits of Sections \u00a03.1 (subject to the requirements and limitations therein, including the requirements under Section \u00a03.1(e) (it being understood that the documentation required under Section \u00a03.1(e) shall be delivered to the participating Lender)), 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection \u00a0(b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section \u00a010.8 as though it were a Lender, provided such Participant agrees to be subject to Section \u00a02.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Parent Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant\u2019s interest in the Loans or other obligations under the Loan Documents (the \u201c Participant Register \u201d); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant\u2019s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section\u00a05f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register."], "obj_label": "Participations", "id": "0904ee29-da07-489f-8e3e-a289b1d2aeb7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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(g) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever."], "obj_label": "Participations", "id": "cbf67cc5-fd5e-45a7-b8fb-0da436aa72eb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOn the Closing Date, with respect to the Existing Letters of Credit and by the issuance of each other 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, the Issuing Bank that has issued such Letter of Credit 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 2.05(h) , 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 irrevocable 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 an Event of Default or reduction or termination of the Total Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever."], "obj_label": "Participations", "id": "f4628110-155f-4305-8383-cead6854c53d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Swingline Lender may at any time in its discretion, and shall, at the minimum on a weekly basis, by written notice given to the Administrative Agent ( provided such notice requirement shall not apply if the Swingline Lender and the Administrative Agent are the same entity) not later than 11:00 a.m., New York City time, on the next succeeding Business Day following such notice require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate.\u00a0 Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender\u2019s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender\u2019s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.17(d) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including 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 (so long as such payment shall not cause such Lender\u2019s Revolving Exposure to exceed such Lender\u2019s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this clause (d) by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Administrative Borrower of any participations in any Swingline Loan acquired by the Revolving Lenders pursuant to this Section 2.17(d) , and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of any Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this Section 2.17(d) , as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this Section 2.17(d) shall not relieve the Borrowers of any default in the payment thereof."], "obj_label": "Participations", "id": "2201ba85-fd7e-4671-bce3-72f65113ff83", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployees meeting the eligibility requirements of Section\u00a03 hereof may elect to participate in the Plan commencing on any Entry Date for the applicable Exercise Period by enrolling in the manner and/or through the website designated by the Company during the Enrollment Period. Notwithstanding the foregoing, eligible Employees who are citizens or residents of a jurisdiction may be excluded from the Plan if the grant of an option under the Plan or any offering to a citizen or resident of the jurisdiction is prohibited under the laws of such jurisdiction, or if the Committee has otherwise determined, in its sole discretion, that participation of such eligible Employee(s) is not advisable or practicable for any reason."], "obj_label": "Participations", "id": "3b345c9e-1bf5-4a50-895c-3ed379aad8e6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Bank may at any time, without the consent of, or notice to, the Borrower, sell participations to any Person (other than a natural person or the Borrower or any of its Affiliates or Subsidiaries) (each, a \u201c Participant \u201d) in all or a portion of the Bank\u2019s rights and/or obligations under this Agreement (including all or a portion of its LC Commitment and/or the amounts owing to it hereunder); provided that (i)\u00a0the Bank\u2019s obligations under this Agreement shall remain unchanged, (ii)\u00a0the Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)\u00a0the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank\u2019s rights and obligations under this Agreement."], "obj_label": "Participations", "id": "927cc939-d160-4926-87d3-b4e4535d9331", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender, 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 respective 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 Revolving Credit 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 Lender, 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\u00a012.3(c) with respect to any payments made by such Lender to its Participant(s)."], "obj_label": "Participations", "id": "b6792a8f-72b9-4f7d-88a0-683a65901265", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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 the relevant 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 relevant Borrower on the date due as provided in paragraph (e) \u00a0of this Section, or of any reimbursement payment required to be refunded to the relevant 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."], "obj_label": "Participations", "id": "7161d411-b89a-40f7-bccf-57d89af4e9ba", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, or notice to, the Parent, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower, the Parent or any of the Borrower\u2019s or the Parent\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 Committed 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 Parent, the 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."], "obj_label": "Participations", "id": "e17c45fb-ced4-4ac2-aca1-ac96ef20115a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to any other assignment or participation permitted pursuant to this Section 10.6, any Lender 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, and its promissory notes issued pursuant to Section 2.6, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant\u00a0\u00a0to\u00a0\u00a0Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided , that no Lender, as between Company 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\u00a0\u00a0in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a \u201cLender\u201d or be entitled to require the assigning Lender to take or omit to take any action hereunder."], "obj_label": "Participations", "id": "0d314a6a-858c-4c07-8ce9-2ac26aeb2415", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company reserves the right to deliver any notice or Award by email in accordance with its policy or practice for electronic transmission and any written Award or notice referred to herein or under the Plan may be given in accordance with such electronic transmission policy or practice.\u00a0 The Participant 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 any third party designated by the Company."], "obj_label": "Participations", "id": "12aba35e-0297-406e-8583-d74fcf91dc04", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 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."], "obj_label": "Participations", "id": "ad483ba5-cbd0-48c0-bc43-26fb69d27e75", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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, the applicable Issuing Bank hereby grants to each Domestic Tranche Lender with respect to a Domestic Tranche Letter of Credit and to each German Tranche Lender with respect to a German Tranche Letter of Credit, and each applicable 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, 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 Domestic Tranche Letters of Credit and/or German Tranche Letters of Credit, as applicable, 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."], "obj_label": "Participations", "id": "51bedcaa-aab3-46c1-8192-e6b9040111f0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 any Borrower or any of the Borrowers\u2019 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) 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 Lenders, the Swingline Lenders 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 12.3(c) with respect to any payments made by such Lender to its Participant(s)."], "obj_label": "Participations", "id": "f3965795-cadb-4a16-b823-a5035b6149fe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Financial Institution 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 of the Purchaser Interests and Participation Advances of the Financial Institutions in such Financial Institution\u2019s Purchaser Group or any other interest of such Financial Institution hereunder.\u00a0 Notwithstanding any such sale by a Financial Institution of a participating interest to a Participant, such Financial Institution\u2019s rights and obligations under this Agreement shall remain unchanged, such Financial Institution shall remain solely responsible for the performance of its obligations hereunder, and each Seller, the LC Bank, each Company and the Agent shall continue to deal solely and directly with such Financial Institution in connection with such Financial Institution\u2019s rights and obligations under this Agreement."], "obj_label": "Participations", "id": "0e82803d-7821-496f-9182-9ccdcf8d8320", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOnly Eligible Executives may participate in the Plan. The CEO shall automatically participate in the Plan for each Performance Period. Other Eligible Executives may participate in the Plan for a given Performance Period only if and to the extent the Committee, in its discretion, selects such other Eligible Executives to be Participants for that Performance Period. An Eligible Executive who is designated by the Committee as a Participant for a given Performance Period is not guaranteed or assured of being selected for participation in any subsequent Performance Period; provided that the CEO shall automatically be a Participant for all Performance Periods."], "obj_label": "Participations", "id": "b11cc55e-0ade-4fa3-91ff-36f07eb6ea8f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to Section 2.4(a) above, and in any event, not later than 2:00 p.m. (local time in Denver, Colorado) on the applicable Borrowing Date, the Swing Line Lender shall make available the applicable Swing Line Loan, in funds immediately available, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so received from the Swing Line Lender available to the Borrower on the Borrowing Date at the Administrative Agent\u2019s aforesaid address. Each time that a Swing Line Loan is made by the Swing Line Lender, the Swing Line Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swing Line Lender, a participation in such Swing Line Loan in proportion to its Pro Rata Share."], "obj_label": "Participations", "id": "a6880e82-4d59-4c71-807d-1a4c94c59b84", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender may, without the consent of the Agent or the Borrower, sell participations to one or more Lenders or other entities (but not to any natural person) in all or a portion of such Lender\u2019s rights and obligations under this Agreement and the other Loan Documents; provided that (a)\u00a0any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b)\u00a0such participation shall not entitle such participant to any rights or privileges under this Agreement or any Loan Documents, including without limitation, rights granted to the Lenders under \u00a7\u00a74.3, 4.8, 4.9, 4.10 and 13, (c)\u00a0such participation shall not entitle the participant to the right to approve waivers, amendments or modifications, (d)\u00a0such participant shall have no direct rights against the Borrower, (e)\u00a0such sale is effected in accordance with all Applicable Laws, and (f)\u00a0such participant shall not be a Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower and/or any Guarantor and shall not be a Defaulting Lender or an Affiliate of a Defaulting Lender and, provided that no Event of Default has occurred or is continuing, shall not be a Competitor REIT; provided , however , such Lender may agree with the participant that it will not, without the consent of the participant, agree to (i)\u00a0increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender\u2019s Commitment, (ii)\u00a0extend the date fixed for the payment of principal of or interest on the Loans or portions thereof owing to such Lender (other than pursuant to an extension of the Revolving Credit Maturity Date pursuant to \u00a72.12), (iii)\u00a0reduce the amount of any such payment of principal, (iv)\u00a0reduce the rate at which interest is payable thereon or (v)\u00a0release any Guarantor or any material Collateral (except as otherwise permitted under this Agreement). Any Lender which sells a participation shall promptly notify the Agent of such sale and the identity of the purchaser of such interest. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant\u2019s interest in the Loans or other obligations under the Loan Documents (the \u201c Participant Register \u201d); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant\u2019s interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register."], "obj_label": "Participations", "id": "10499ade-ae8a-40ec-9c83-4b391886659c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, or notice to, the Borrower or the 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 \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 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 Agent 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 8.04(d) with respect to any payments made by such Lender to its Participant(s)."], "obj_label": "Participations", "id": "53b255e4-2b3f-4f3f-8d11-1158eba368eb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, or notice to, Borrower or Agent, sell participations to any Person (other than a natural person or Borrower, CNL HP or any Affiliate or Subsidiary of Borrower or CNL HP) (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, 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. 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 the first proviso to Section \u00a010.01 that affects such Participant. Subject to subsection (e)\u00a0of this Section, 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 subsection (b)\u00a0of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section \u00a010.08 as though it were a Lender, provided such Participant agrees to be subject to Section \u00a02.13 as though it were a Lender."], "obj_label": "Participations", "id": "ce655805-0be6-41f5-8df4-99409172cfc7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 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. 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. Each Lender that sells a participating interest in any Loan, Commitment, participations in L/C Obligations and/or Swing Line Loans, or other interest to a Participant shall, as agent of the Company solely for the purpose of this Section 10.06 , record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests."], "obj_label": "Participations", "id": "7eb28f13-06e5-405d-bf02-35d1f2c0740c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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 such 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 applicable Issuing Bank, such Lender\u2019s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Company or any applicable LC Account Party on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Company or any applicable LC Account Party 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."], "obj_label": "Participations", "id": "4f4ed425-8afe-48aa-a7fa-b09a23865d2a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender may, in connection with any grant to any Person of a participation in any or all of the Obligations or the Commitment, grant to such Person a participation in any or all of its rights and obligations under the Collateral Documents and with respect to the Collateral without the consent of any Pledgor, the Security Agent or any other Secured Party, other than as required by the Credit Agreement."], "obj_label": "Participations", "id": "a505e32f-5702-434b-8d42-3b85a17fd467", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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 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 Revolving 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 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 any of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever."], "obj_label": "Participations", "id": "d721dd74-cf26-40b6-bd87-93baae1e3055", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower\u2019s Affiliates or Subsidiaries or any Disqualified Institution) (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 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 Agent, 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 subsection (f)\u00a0of Article VII with respect to any payments made by such Lender to its Participant(s)."], "obj_label": "Participations", "id": "fe66ae1a-1920-4f10-bb18-dca1e5146b6d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSchedules 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 16, 2014, the Eligible Employee shall become a Schedule A Participant."], "obj_label": "Participations", "id": "9896f82c-f796-4491-876d-e53808a89371", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, but with notice to, the Borrower and the Administrative Agent ( provided that any failure to give such notice shall not impair the effectiveness of such participation except as expressly provided in paragraph (e) of this Section), 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 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, (iii) such Lender shall remain the holder of any Note for all purposes of this Agreement and (iv)\u00a0the Borrower, the Administrative Agent and each Credit Party shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement. Notwithstanding the foregoing, in no event may a participation be granted to any entity which is not a commercial bank, finance company, insurance company or other financial institution or fund (whether a corporation, partnership or other entity) engaged generally in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business without the express prior written consent of the Borrower."], "obj_label": "Participations", "id": "272f51d8-aaa8-40ba-9f0e-a2b375c94693", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAn Eligible Employee may participate in the Plan pursuant to Section 3(a) by (i) submitting to the Company\u2019s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii)\u00a0following an electronic or other enrollment procedure determined by the Administrator."], "obj_label": "Participations", "id": "0c4c2cbc-e41f-49a2-a905-d55fce4fa587", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 any Credit Party or any Credit Party\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 Lenders 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\u00a09.5(c) with respect to any payments made by such Lender to its Participant(s)."], "obj_label": "Participations", "id": "9527c48e-b3a6-419f-81b2-114e5e612101", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Purchaser may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and under the Program Documents; provided, however, that (i) such Purchaser\u2019s obligations under this Agreement and the other Program Documents shall remain unchanged, (ii) such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Agent and/or Purchasers in connection with such Purchaser\u2019s rights and obligations under this Agreement and the other Program Documents. Agent and Purchasers may distribute to any prospective or actual participant this Agreement, the other Program Documents and any document or other information delivered to Agent and/or Purchasers by Seller."], "obj_label": "Participations", "id": "ac078963-671e-4dac-b022-6498206678b5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWithout in any way limiting any rights of Lender or Borrower under this Agreement or the other Loan Documents, Lender may, without the consent of Borrower, sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and the Loan; provided , however , that (a)\u00a0Lender\u2019s obligations under this Agreement shall remain unchanged, (b)\u00a0Lender shall remain solely responsible to Borrower for the performance of such obligations, (c)\u00a0Lender shall remain the holder of the Note for all purposes of the Note, and (d)\u00a0Borrower shall continue to deal solely and directly with Lender in connection with Lender\u2019s rights and obligations under and in respect of this Agreement and the other Loan Documents. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Lender agrees that no participation in or to all or any portion of the rights and obligations under this Agreement and the Loan shall be sold to an ALX Competitor without the prior consent of Borrower, which consent shall not be unreasonably withheld (provided that such prohibition on the sale of participations does not apply to any Person that purchases or holds any Securities pursuant to a Securitization). Borrower will not in any event be required to incur, suffer or accept any expense (except to a de minimis extent not in excess of $25,000.00 in the aggregate (including Borrower\u2019s expenses in connection with Lender assignments pursuant to Section 11.1 ) and incurred within 120 days of the Closing Date) or liability in connection with Lender selling participations in all or any portion of its rights and obligations under this Agreement and the Loan to any Person pursuant to this Section\u00a011.2 ."], "obj_label": "Participations", "id": "0ac280c6-fad4-48e4-8a21-763cbe7e88a6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLender may sell, transfer or assign all or any portion of its interest or one or more participation interests in the Loan, the Loan Documents, the Guaranty, if any, and the Environmental Indemnity at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender may issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, including depositing the Loan Documents, the Guaranty, if any, and the Environmental Indemnity with a trust that may issue securities (the \u201c Securities \u201d). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in the Loan or in the Securities (collectively, the \u201c Investor \u201d) or any prospective Investor or any Rating Agency rating the Securities, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, Parking Sub, any Liable Party and the Property, whether furnished by Borrower, Parking Sub, any Liable Party or otherwise, as Lender determines necessary or desirable. If Lender securitizes, sells or grants a participation in the Loan, divides the Loan, or otherwise requires Borrower to act in compliance with this Section 10.01, then, as between Lender and Borrower, Lender will pay all of its costs and expenses and will pay the reasonable costs and expenses of Borrower incurred in any such transactions which costs and expenses exceed $5,000 in the aggregate for all such transactions. Notwithstanding the foregoing: (i) Borrower shall not incur costs and expenses in excess of such amount without obtaining the prior written approval of Lender, and (ii) if Lender declines to approve any such reasonable additional costs and expenses, Borrower shall not be in default hereunder for failing to cooperate in a manner which reasonably necessitated such expenses."], "obj_label": "Participations", "id": "c9260ec6-fadb-471a-bead-b1059cc5deda", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the issuance or Modification by the LC Issuer of a Facility LC, the LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Five-Year Revolving Pro Rata Share. For the avoidance of doubt, no 364-Day Revolving Loan Lender shall have any obligations under this Section 2.19 ."], "obj_label": "Participations", "id": "46804f53-5ca8-42de-9f04-2f32f8078031", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time sell to one or more banks or other entities (\u201c Participants \u201d), other than to the Borrower and its Affiliates, participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender\u2019s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan and interests for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement and the other Loan Documents. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 with respect to its participation in the Commitments and the Loans outstanding from time to time as if such Participant were a Lender; provided that, in the case of Section 2.14, such Participant shall have complied with the requirements of said Section as if it were a Lender (it being understood that the documentation required under Section 2.14(e) shall, subject to applicable law, be delivered to the transferring Lender); and provided , further , that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant\u2019s interest in the Loans or other obligations under this Agreement (the \u201c Participant Register \u201d); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant\u2019s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary."], "obj_label": "Participations", "id": "9e1e222c-f2f3-4a3a-b484-b415d5468476", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy and immediately upon 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 is the issuer thereof 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 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, irrevocably, and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving 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 (f)\u00a0of 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 in respect of Letters of Credit is absolute, irrevocable, 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 any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever."], "obj_label": "Participations", "id": "272af67f-5c87-438f-96cd-d610c54f70ec", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGuarantor agrees that any Lender may elect, subject to the terms of the Loan Agreement, at any time and from time to time, both before and after the occurrence of an Event of Default to the extent permitted under the Loan Agreement, to sell, assign or encumber all or a portion of the Loan and the Loan Documents, or grant, sell, assign or encumber participations in all or any portion of its rights and obligations under the Loan and the Loan Documents, and that the guaranty obligations of Guarantor under the Loan Documents will also apply with respect to any purchaser, assignee, Lender or participant (subject to Section 10.10 of the Loan Agreement), in each case to the extent permitted under the Loan Agreement without any additional notice to or consent from Guarantor, except as expressly provided under the Loan Agreement."], "obj_label": "Participations", "id": "c1ef86ba-d288-494c-bdb3-5f59c912625c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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, 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 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 in accordance with this Agreement 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."], "obj_label": "Participations", "id": "9a4dd5bd-86fc-4cab-849d-7a518a582fc7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender may, on or after the delivery of notice to the Borrowers, sell, transfer, grant or assign participations in all or any part of such Lender\u2019s interests and obligations hereunder; provided that (i)\u00a0such selling Lender shall remain a \u201cLender\u201d for all purposes under this Credit Agreement (such selling Lender\u2019s obligations under the Credit Documents remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii)\u00a0no Lender shall grant to any such participant rights to approve any amendment or waiver relating to the Credit Documents, except to the extent any such amendment or waiver would (A)\u00a0reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B)\u00a0postpone the date fixed for any payment of principal (including extension of the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating, (iii)\u00a0such selling Lender shall deliver notice to the Borrowers of any sub-participations by the participant (except to an Affiliate, parent company or Affiliate of a parent company of the participant) and (iv)\u00a0without the prior written consent of the Administration Agent, no participation shall be sold to a prospective participant that bears a relationship to any Borrower described in Section\u00a0108(e)(4) of the Code. In the case of any such participation and notwithstanding the foregoing, (i)\u00a0the participant shall not have any rights under this Credit Agreement or the other Credit Documents (the participant\u2019s rights against the selling Lender in respect of such participation to be those set forth in the participation agreement with such Lender creating such participation in a manner consistent with this Section\u00a012.3(e)), (ii) the Borrowers, the Administrative Agent and the other Lenders shall be entitled to deal solely with the Lender who has sold a participation with respect to all matters arising under this Credit Agreement, and (iii)\u00a0all amounts payable by such Borrower hereunder shall be determined as if such Lender had not sold such participation; provided , however, that such participant shall be entitled to receive additional amounts under Section\u00a04 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection provisions."], "obj_label": "Participations", "id": "ef28c041-8340-42eb-a621-126f667a3fec", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except for any Non-Employee Director\u2019s right to Awards that may be required pursuant to the Non-Employee Director Equity Compensation Policy as described in Section 4.6, no Eligible Individual or other Person shall have any right to be granted an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual or other Person shall participate in the Plan."], "obj_label": "Participations", "id": "608e553e-5325-4888-94fa-bfd588023ff5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, or notice to, any Borrower, but subject to the prior written consent of Administrative Agent, sell participations to 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)\u00a0such Lender's 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)\u00a0Borrowers, Administrative Agent, and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section\u00a012.1(b) without regard to the existence of any participation."], "obj_label": "Participations", "id": "0e18ba84-e38f-42f5-8108-3ec3f7de6f8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Lender may at any time, without the consent of, or notice to, any Borrower, the L/C Issuers or the Administrative Agent sell participations to any Person (other than a natural Person, any Borrower or any of its 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 the Protective Advances and the 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 Lender Parties shall continue to deal solely and directly with such Lender in connection with such Lender\u2019s rights and obligations under this Agreement."], "obj_label": "Participations", "id": "ad6f619c-808d-49ab-83f7-d321e96ebd69", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy 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 Revolving 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 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 Issuing Bank, such Revolving Lender\u2019s 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\u00a0(e) of this Section, or of any reimbursement payment required to be refunded to the Applicable Borrower 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."], "obj_label": "Participations", "id": "37d94c50-869c-40a1-ba5f-32cfb2564bbe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Director who is not an employee of the Company and who is selected by the Committee for participation in the Plan shall be a Participant in the Plan. A Participant will cease to be a Participant in the Plan on the earlier to occur of (a) his or her Separation or (b) the date on which the Committee determines that he or she is no longer eligible to participate in the Plan."], "obj_label": "Participations", "id": "7e110a07-1083-42e4-9134-989cca46081b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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. 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 the first proviso to Section 11.01 (other than clause (f)) that affects such Participant. Subject to this Section 11.07(e) , the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 (subject to the requirements and limitations of such Sections, including the documentation requirements of Section 3.01(e) ) to the same extent as if it were a Lender and had acquired its participating interest by assignment pursuant to Section 11.07(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower and Holdings (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest amounts) of each Participant\u2019s interest in the Loans or other obligations under this Agreement (the \u201c Participant Register \u201d); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant\u2019s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary."], "obj_label": "Participations", "id": "96b91a4b-96fd-4475-a4af-db7346a34c13", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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)\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 participations."], "obj_label": "Participations", "id": "c7816980-388f-4cd3-aa3e-f65b7dd53ef1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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 this Agreement.\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 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."], "obj_label": "Remedies", "id": "fb2387a7-9fdc-4d1f-a167-d2d7af8ece41", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence of an 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 Maker, (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 applicable law; provided, however that, if an Event of Default described in Section 5.3 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."], "obj_label": "Remedies", "id": "576370ca-a44f-4840-aa31-5e0c02b06806", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that one or more Events of Default shall have occurred and be continuing, the Holder may at its option by written notice to the Company declare the Base Amount and all Advances hereunder and the accrued and unpaid interest on this Note to be immediately due and payable, and thereupon the same shall become so due and payable, without presentment, demand, protest or further notice, all of which are hereby waived by the Company. No course of dealing or delay on the part of the Holder of this Note in exercising any right shall operate as a waiver thereof or otherwise prejudice the right of the Holder. Subject as aforesaid, no remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute, other agreement or instrument, or otherwise."], "obj_label": "Remedies", "id": "ed702c4b-6f07-43c1-bff5-3888bf713015", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that money damages would not be a sufficient remedy for any breach of this \u200e 0 by Executive, and the Company or its affiliates shall be entitled to enforce the provisions of this \u200e 0 by terminating payments then owing to Executive under this Agreement or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach.\u00a0\u00a0Such remedies shall not be deemed the exclusive remedies for a breach of this \u200e 0 but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and Executive\u2019s agents. However, if it is determined that Executive has not committed a breach of this \u200e 0, then the Company shall resume the payments and benefits due under this Agreement and pay to Executive and Executive\u2019s spouse, if applicable, all payments and benefits that had been suspended pending such determination."], "obj_label": "Remedies", "id": "a07ad8cc-b5ab-48f4-9b84-71f460d9e02a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant acknowledges and agrees that the Confidentiality and Non-Solicitation provisions set forth above are necessary to protect the Company\u2019s legitimate business interests, such as its Confidential Information, goodwill and customer relationships. The Participant acknowledges and agrees that a breach by the Participant of either the Confidentiality or Non- Solicitation provision will cause irreparable damage to the Company for which monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a restraining order, an injunction, or other equitable or extraordinary relief that restrains any further violation or threatened violation of either the Confidentiality or Non-Solicitation provision, as well as an order requiring the Participant to comply with the Confidentiality and/or Non-Solicitation provisions. The Company\u2019s right to a restraining order, an injunction, or other equitable or extraordinary relief shall be in addition to all other rights and remedies to which the Company may be entitled to in law or in equity, including, without limitation, the right to recover monetary damages for the Participant\u2019s violation or threatened violation of the Confidentiality and/or Non- Solicitation provisions. Finally, the Company shall be entitled to an award of attorneys\u2019 fees incurred in connection with securing any relief hereunder and/or pursuant to a breach or threatened breach of the Confidentiality and/or Non- Solicitation provisions."], "obj_label": "Remedies", "id": "d9240947-fc05-469e-ac86-65407c189e82", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe right to indemnification and immediate advancement of Expenses as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Unless otherwise required by law, the burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Paragraph 9 that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee\u2019s expenses (of the type described in the definition of \u201cExpenses\u201d in Paragraph 2 (c)) reasonably incurred in connection with successfully establishing Indemnitee\u2019s right to indemnification, in whole or in part, in any such Proceeding also shall be indemnified by the Corporation."], "obj_label": "Remedies", "id": "25842981-6c58-47d9-ad2c-9e597dc9d010", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges and affirms that in the event of any breach by Executive of any of his covenants, agreements or obligations hereunder, monetary damages would be inadequate to compensate the Released Parties or any of them.\u00a0 Accordingly, in addition to other remedies which may be available to the Released Parties hereunder or otherwise at law or in equity, any Released Party will be entitled to specifically enforce such covenants, obligations and restrictions through injunctive and/or equitable relief, in each case without the posting of any bond or other security with respect thereto.\u00a0 Should any provision of this Agreement be adjudged to any extent invalid by any court or tribunal of competent jurisdiction, each provision will be deemed modified to the minimum extent necessary to render it enforceable."], "obj_label": "Remedies", "id": "ba095d00-acf3-4643-8b1e-82ad27232b55", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive acknowledges and agrees that the provisions of this Agreement (including Section 9, Section 10, Section 11, and Section 12) are of a special and unique nature, the loss of which cannot be adequately compensated for in damages by an action at law, and that the breach or threatened breach of any provision of this Agreement (including Section 9, Section 10, Section 11, and Section 12) would cause the Company irreparable harm. The Executive further acknowledges and agrees that in the event of a breach or threatened breach of any of the covenants contained in this Agreement (including Section 9, Section 10, Section 11, and Section 12), the Company shall be entitled to immediate relief enjoining the same in any court or before any judicial body having jurisdiction over such a claim, without being required to post a bond or prove that monetary damages are inadequate. All rights and remedies provided for in this Agreement are cumulative, are in addition to any other rights and remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one right or remedy shall not be deemed to be an election of such right or remedy or to preclude the exercise or pursuit of any other right or remedy."], "obj_label": "Remedies", "id": "b9ff7137-dbea-4f22-a4b1-299d34369425", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.\u00a0 If the Company prevails in enforcing this Agreement, it shall be entitled to recover, in addition to other damages and remedies, its costs and reasonable attorneys\u2019 fees.\u00a0 The parties hereto agree and acknowledge that money damages would not be an adequate remedy for the other party\u2019s breach of any term or provision of this Agreement and that the other party in its sole discretion may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement."], "obj_label": "Remedies", "id": "bf8cec0b-0b1b-484a-9296-8c3e0940cd42", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser 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 described in the foregoing sentence and hereby agree that, in any action for specific performance of any such obligation, it shall not assert or shall waive the defense that a remedy at law would be adequate."], "obj_label": "Remedies", "id": "15527310-1c60-4de1-9a46-ac7c16f1626a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and Synlogic in writing, then Service Provider will, at Synlogic\u2019s option, promptly (a) re-perform such Services at Service Provider\u2019s cost; or (b) refund to Synlogic all amounts paid by Synlogic to Service Provider in connection with such Services.\u00a0\u00a0Further, Service Provider agrees that (i) Synlogic may be irreparably injured by a breach of this Agreement; (ii) money damages would not be an adequate remedy for any such breach; and (iii) Synlogic will be entitled to seek equitable relief, including injunctive relief and specific performance, without having to post a bond, as a remedy for any such breach.\u00a0\u00a0The provisions of this Section 7.5 are not exclusive, and Synlogic may seek any other right or remedy that it may have under this Agreement or otherwise."], "obj_label": "Remedies", "id": "4a7d7ee0-8dbe-4d16-8721-fc42b197d56d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the \u201c Mandatory Default Amount \u201d. The Mandatory Default Amount means 40% of the outstanding Principal Amount of this Note, will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note\u2019s \u201cguaranteed\u201d interest, at a rate equal to the lesser of 20% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder 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 the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 3.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder's 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 Company\u2019s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof."], "obj_label": "Remedies", "id": "b23fe9da-9d58-4391-9f9d-11c4ec797864", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Investors\u2019 remedies provided in this Agreement, including, without limitation, the Investors\u2019 remedies provided in Section\u00a09, shall be cumulative and in addition to all other remedies available to the Investors under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of any of the Investors contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit any Investor\u2019s right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, any 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."], "obj_label": "Remedies", "id": "ea256ff2-0542-4a65-a982-321fc7b93aa4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUPON AN EVENT OF DEFAULT AND AT ANY TIME THEREAFTER, THE SECURED PARTY MAY DECLARE ALL OBLIGATIONS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE THE REMEDIES OF A SECURED PARTY UNDER THE UCC. The requirements of reasonable notice shall be met if delivered in accordance with Section 3 at least ten (10) days before the time of the sale or disposition. The Secured Party may buy the Collateral at any public sale."], "obj_label": "Remedies", "id": "5405ffeb-a3af-487a-9610-771781b69fc7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement; that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer, and that irreparable loss and damage will be suffered by the Employer should she breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Employer shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. The Employer and the Executive agree that all remedies available to the Employer or the Executive, as applicable, shall be cumulative."], "obj_label": "Remedies", "id": "239df08a-30ba-44a5-86a4-5f80455a3620", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive and the Company acknowledge that the covenants contained in this Section 10 are reasonable under the circumstances. Accordingly, if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable in any respect, such court will have the right, power and authority to sever or modify any provision or provisions of such covenants as to the court will appear not reasonable and to enforce the remainder of the covenants as so amended. The Executive further acknowledges that the remedy at law available to the Company Group for breach of any of the Executive\u2019s obligations under this Section 10 may be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, in addition to any other rights or remedies that the Company Group may have at law, in equity or under this Agreement, upon proof of the Executive\u2019s violation of any such provision of this Agreement, the Company Group will be entitled to seek immediate injunctive relief and may seek a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage or the posting of any bond."], "obj_label": "Remedies", "id": "571f23c3-622c-49b1-8ac0-842a48d12657", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence of an Event of Default that has not been cured within the period set forth in Section 13 , Lessor may exercise all rights and remedies under this Lease and the laws of the state where the Premises is located that are available to a Lessor of real and personal property in the event of a default by its Lessee, and as to the Lessee Property, all remedies granted under the laws of such state(s) to a secured party under its Uniform Commercial Code. Lessor shall have no duty to mitigate damages unless required by applicable law and shall not be responsible or liable for any failure to relet the Premises or to collect any rent due upon any such reletting. Lessee shall pay Lessor, promptly upon demand, all expenses incurred by it in obtaining possession and reletting any of the Premises, including fees, commissions and costs of attorneys, architects, agents and brokers."], "obj_label": "Remedies", "id": "efd0c9b3-3065-47d9-9222-1bec3fab1715", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence of any event of default (including the passage of time given to Borrower to cure such default), Lender may: (a) terminate forthwith any indebtedness; and/or (b) declare any such indebtedness to be forthwith due and payable, whereupon the unpaid principal amount of such indebtedness, together with accrued interest thereon, shall become immediately due and payable without presentment, demand or protest, or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in any Loan Documents to the contrary withstanding; and/or (c) proceed to enforce any of its remedies under this Agreement, any Loan Documents or pursuant to applicable law. No remedy conferred upon or reserved to Lender herein is intended to be exclusive of any other remedy given under this Agreement or the Loan Documents, or now or hereafter existing at law or in equity or by statute. Notwithstanding the foregoing, in the event of a default, Lender acknowledges and agrees that it has no right, interest, remedy or any other security related to License Holder, License Holder\u2019s business, and/or the License. Additionally, in the event of a default, in which Lender intends to exercise any remedy available related the Property, Lender shall allow for Manager, Borrower, and/or Guarantor to take all action reasonably necessary to ensure compliance with the AMMA, including without limitation providing a reasonable amount of time for Manager and License Holder to remove from the Property, any and all equipment, product, or any other related materials used in the operation of the cultivation facility on the Property."], "obj_label": "Remedies", "id": "466eab70-f438-490a-85bd-04369bcb37ef", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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. Accordingly, 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."], "obj_label": "Remedies", "id": "2aa41743-9bf2-4bb9-a421-5dfb6d3b9113", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 Borrower or the rights or remedies of Lender under any of the other Loan Documents."], "obj_label": "Remedies", "id": "95057217-a724-40ad-b665-0c369729e25a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant acknowledges that the restrictions contained herein, in view of the nature of the Company\u2019s business, are reasonable and necessary to protect the Company\u2019s legitimate business interests, and that any violation of this Agreement would result in irreparable injury to the Company. In the event of a breach or a threatened breach by the Participant of this Section 8, the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Participant from the commission of any breach, and to recover the Company\u2019s attorneys\u2019 fees, costs and expenses related to the breach or threatened breach. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach, including, without limitation, the recovery of money damages, attorneys\u2019 fees, and costs. The covenant herein shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and agreements."], "obj_label": "Remedies", "id": "beb41b16-a029-435f-835e-439dba12a985", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn view of the irreparable harm and damage which would occur to the Company and its Affiliates as a result of a breach or a threatened breach by Associate of the obligations set forth in Sections 10(a)-(d) of this Agreement, and in view of the lack of an adequate remedy at law to protect the Company and its Affiliates , the Company or its applicable Affiliates shall have the right to receive, and Associate hereby consents to the issuance of, temporary and permanent injunctions enjoining Associate from any violation of Sections 10(a)-(d) hereof.\u00a0\u00a0Associate acknowledges that both temporary and permanent injunctions are appropriate remedies for such a breach or threatened breach.\u00a0\u00a0The foregoing remedies shall be in addition to, and not in limitation of, any other rights or remedies to which the Company and its Affiliates are or may be entitled hereunder or at law or in equity, including, without limitation, the right to right to receive damages."], "obj_label": "Remedies", "id": "25becc13-803e-46b8-9aa4-dd9a94475c3f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive acknowledges that the restrictions contained in this Agreement are reasonable and necessary to protect the Company\u2019s legitimate business interests and that any violation of the provisions contained herein may result in irreparable injury to the Company and that monetary damages may not be sufficient to compensate the Company for any economic loss which may be incurred by reason of breach of the restrictions contained herein. In the event of a breach or a threatened breach by the Executive of any provision contained herein, the Company shall be entitled to a temporary restraining order and injunctive relief restraining the Executive from the commission of any breach, shall not be required to provide any bond or other security in connection with obtaining any such equitable remedy and shall be entitled to recover the Company\u2019s reasonable attorneys\u2019 fees, costs and expenses related to the breach or threatened breach. Nothing contained in this Section\u00a011 shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages. In the event of a breach by Executive of any covenants contained herein, the term of such covenant shall be tolled until such breach has been duly cured."], "obj_label": "Remedies", "id": "f6e8a354-2d16-4277-a893-505b8d62775e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe rights and remedies provided in this Agreement and all other rights and remedies available to either party at law or in equity are cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity. You hereby agree that your obligations under this Agreement, including Sections 8 and 9, are necessary and reasonable in order to protect the Company and its subsidiaries and their respective businesses, and expressly agree that monetary damages may be inadequate to compensate the Company or its subsidiaries for any breach of any covenant or agreement set forth herein. Accordingly, you hereby agree and acknowledge that any such breach, or any threatened breach, will cause irreparable injury to the Company and its subsidiaries and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to obtain injunctive relief against the breach or threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security. In the event that either party shall prevail on substantially all issues in dispute, the prevailing party shall be entitled to recover its reasonable expenses, attorneys\u2019 fees and costs incurred therein or in the enforcement or collection of any judgment or award rendered therein."], "obj_label": "Remedies", "id": "8ec27b26-183c-4fc0-86e9-08cda2d35d49", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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. 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."], "obj_label": "Remedies", "id": "5373fbc3-3fca-483c-9971-7b1899bb28cb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee acknowledges that money damages would not be a sufficient remedy for any breach of this Section 8\u00a0 by Employee, and the Company or its Affiliates shall be entitled to enforce the provisions of this Section 8 \u00a0by terminating payments then owing to Employee under this Agreement and/or by specific performance and injunctive relief as remedies for such breach or any threatened breach.\u00a0\u00a0Such remedies shall not be deemed the exclusive remedies for a breach of this Section 8 , but shall be in addition to all remedies available at law or in equity to the Company, including the recovery of damages from Employee and remedies available to the Company pursuant to other agreements with Employee."], "obj_label": "Remedies", "id": "15193dda-df33-420d-9858-9f49109b0ec2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nConsultant agrees that (i)\u00a0AVROBIO may be irreparably injured by a breach of this Agreement by Consultant; (ii)\u00a0money damages would not be an adequate remedy for any such breach; (iii)\u00a0as a remedy for any such breach AVROBIO will be entitled to seek equitable relief, including injunctive relief and specific performance, without being required by Consultant to post a bond; and (iv)\u00a0such remedy will not be the exclusive remedy for any breach of this Agreement."], "obj_label": "Remedies", "id": "fa624b70-02d5-474f-8f58-bf24de5ac752", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nConsultant acknowledges that the actual or threatened disclosure of confidential information or any breach of the provisions of paragraph 5 of this Agreement may give rise to irreparable injury to Company that cannot be adequately compensated with monetary damages, and Consultant agrees that Company may seek and obtain injunctive relief against the breach or threatened breach of any of the aforementioned paragraphs or specific enforcement of such provisions in addition to any other legal or equitable remedies that may be available."], "obj_label": "Remedies", "id": "bab61b63-85f9-4753-abfc-e16f97a3ad88", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf an Event of Default has occurred and is continuing, the Agents may exercise any or all remedial and enforce all rights set forth in any Transaction Document, at law or in equity, whether against the Collateral or otherwise, including, without limitation, the taking of any Enforcement Action. In addition (and not limitation) of the foregoing, (a) if an Event of Default (other than pursuant to Section 7.01(a)(x) ) has occurred, the Administrative Agent may, and at the request of the Majority Lenders shall, declare the Commitment Termination Date to have occurred and declare all Obligations to be due and payable, and (b) if an Event of Default pursuant to Section 7.01(a)(x) has occurred, the Commitment Termination Date shall automatically occur and all Obligations shall automatically become due and payable, whereupon (in the case of either the foregoing clause (a) or clause (b) ), there shall be a Commitment Termination Date, all Commitments shall be terminated, and the Aggregate Loan Amount, all accrued interest thereon, and all other Obligations of the Borrower hereunder and under any other Transaction Document shall be forthwith due and payable, in the case of any of the foregoing, without further presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Transaction Document to the contrary notwithstanding."], "obj_label": "Remedies", "id": "121a0506-3f20-4ef3-8905-fe1bc11955f1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of litigation arising out of this Agreement or the Employment Agreement, the prevailing party will be entitled to an award of its costs and reasonable attorneys\u2019 fees. If either party breaches any term of this Agreement or the Employment Agreement, the prevailing party shall be entitled to its available legal and equitable remedies. For Company, this also includes but is not limited to suspending and recovering any and all payments and benefits made or to be made under Section 2 of this Agreement. If the Company seeks and/or obtains relief from an alleged breach of this Agreement, all of the provisions of this Agreement shall remain in full force and effect."], "obj_label": "Remedies", "id": "e423a92f-ab7b-4af1-82f4-7bdfd24f4a7c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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.\u00a0\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."], "obj_label": "Remedies", "id": "80350c15-5a82-4ef2-9a5b-6fc0bb234350", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer 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 Agreement and to enforce specifically the terms and provisions hereof."], "obj_label": "Remedies", "id": "dbbba1b3-a4d3-4fe6-af51-e864bc0fab32", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Guarantor agrees that, as between such Guarantor and the Lenders, the obligations of the Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article\u00a0VII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article\u00a0VII ) 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 such Guarantor for purposes of Section\u00a010.01."], "obj_label": "Remedies", "id": "7f096d81-be6c-4a98-ba16-b64cba58aca2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any Event of Default described in Section 8.1.3 shall occur, the Obligations, including without limitation any applicable Prepayment Premium Amount, shall become immediately due and payable and all outstanding Commitments shall terminate, all without presentment, demand, protest, notice or further action of any kind; and, if any other Event of Default shall occur and be continuing, the Agent may, and upon the written request of the Required Lenders shall, declare all or any part of the Loans and other Obligations, including without limitation any applicable Prepayment Premium Amount, to be due and payable and/or all or any part of the Commitments then outstanding to be terminated, whereupon the Loans and other Obligations shall become immediately due and payable (in whole or in part, as applicable), and such Commitments shall immediately terminate (in whole or in part, as applicable), all without presentment, demand, protest, notice or action of any kind. Any cash collateral delivered hereunder shall be applied by the Agent (at the direction of the Required Lenders) to any remaining Obligations and any excess remaining after the Obligations shall have been Paid in Full shall be delivered to the Borrower or as a court of competent jurisdiction may elect. Upon the declaration of the Obligations to be, or the Obligations becoming, due and payable pursuant to this Section\u00a08.2 all such Obligations shall bear interest at the Default Rate."], "obj_label": "Remedies", "id": "8f8868ed-8eb1-4f1c-97ba-6e0a2d327f81", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf the Participant violates either of the covenants in Section 5(a) or Section 5(b), the PSUs will be forfeited and the Participant\u2019s rights under this Agreement will terminate.\u00a0\u00a0In addition, if any dispute arises concerning the violation by the Participant of the covenants described in this section, in addition to any other rights or remedies of this Company, an injunction may be issued restraining such violation pending the determination of such controversy, and no bond or other security will be required in connection therewith.\u00a0\u00a0Further, the Company will be entitled to seek appropriate legal relief, including money damages, equitable relief, and attorneys\u2019 fees."], "obj_label": "Remedies", "id": "459ecd70-baf6-4f2c-afed-afd1f0c1b5c9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of actual or threatened breach by Executive of any of Executive\u2019s covenants in Articles\u00a0V , VI , and VII , the Company shall be entitled to equitable relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including any and all monetary damages that the Company may incur as a result of said breach, violation, or threatened breach or violation. For the avoidance of doubt, nothing shall restrict the Company from pursuing any relief otherwise provided for by this Agreement. The Company may pursue any remedy available to it concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one of such remedies at any time will not be deemed an election of remedies or waiver of the right to pursue any other of such remedies as to such breach, violation, or threatened breach or violation, or as to any other breach, violation, or threatened breach or violation. In addition to the above, in the event that a final determination concludes that Executive has materially breached any of Executive\u2019s covenants in Article V , VI or VII , the Company will be entitled to reimbursement by Executive of all cash severance payments paid by the Company under (a) Sections 4.3(b)(iii) , (b)(v) , (b)(vi) and (b)(vii) , or (b) Sections 4.3(c)(iii) , (c)(v) , (c)(vi) , and (c)(vii) , as applicable, of this Agreement. In the event of an alleged material breach by Executive of any of Executive\u2019s covenants in Article V , VI or VII , as determined in good faith by the Board, the Company may suspend the payments of cash severance then owing to Executive under Sections 4.3(b)(iii) , (b)(v), (b)(vi) , (b)(vii) , (c)(iii) , (c)(v) , (c)(vi) , or (c)(vii) , as applicable, of this Agreement without resort to judicial intervention or arbitration until such breach is cured (if curable); provided , however , that if it is later determined, whether by arbitration or otherwise by the Board, that Executive was not in breach of any such covenants, the Company shall promptly pay to Executive all such suspended payments and benefits, as well as reimbursement of all reasonable costs and expenses (including reasonable attorneys\u2019 fees) incurred by Executive in defending any such claim or action in accordance with Section 10.10 ; and provided further , however , that any cure and payments upon cure and any payments upon a determination that no breach occurred will be made no later than the deadline under Section\u00a0409A that is applicable to disputed payments and refusals to pay."], "obj_label": "Remedies", "id": "7895d241-27d9-47fb-8fb1-0b0d6c1eae27", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement may be declared to be forthwith due and payable as provided in Section\u00a07.01 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section\u00a07.01 ) 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 Guarantors for purposes of Section\u00a010.01 ."], "obj_label": "Remedies", "id": "74d3f575-6998-443b-8164-6fb15d1dfc4b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Buyer and each holder of the Securities 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 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 Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security."], "obj_label": "Remedies", "id": "54f80943-a847-4808-81eb-e11f9ed450b1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Purchaser 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."], "obj_label": "Remedies", "id": "3bb6c75f-a077-4c13-8daa-dd0fd73d9485", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe remedies provided in this Warrant shall be cumulative and in addition to all other remedies available or granted by law, including recovery of damages. Each of the parties hereto will be entitled to specific performance of its rights under this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach or threatened breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate including making a showing of economic loss and the posting of a bond or other security."], "obj_label": "Remedies", "id": "58dc909a-c80a-4e3c-9c2a-ce8b06c73dd3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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, in addition to any other remedies to which the Company may be entitled at law or in equity, including, without limitation, the obligation of the Executive to return any portion of the Severance Amount paid by the Company to the Executive.\u00a0 The terms of this paragraph 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.\u00a0 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 businesses of the Company and its Affiliates because of the Executive\u2019s access to Confidential Information and the Executive\u2019s material participation in the operation of such businesses."], "obj_label": "Remedies", "id": "4f0c7f0c-26a3-4b3a-ac5f-17aeca102079", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Guarantor becomes liable for any Indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy."], "obj_label": "Remedies", "id": "ca1826c5-70c5-4097-9fe7-4956772be6a4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and agrees that it is not commercially unreasonable for Secured Party (a) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or to fail to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other persons, whether or not in the same business as Debtor, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured Party would fulfill Secured Party\u2019s duties under the UCC in Secured Party\u2019s exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to Debtor or to impose any duties on Secured Party that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section."], "obj_label": "Remedies", "id": "e0933c54-c65a-49cd-9c0e-a4c38fec55f7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence of an Event of Default, Sublessor shall have, in addition to any other rights and remedies available to it under this Sublease and/or at law and/or in equity, any and all rights and remedies of Master Lessor set forth in Section 14.2 of the Master Lease as incorporated herein. All rights and remedies of Sublessor herein enumerated shall be cumulative and none shall exclude any other right allowed by law or in equity and said rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises."], "obj_label": "Remedies", "id": "897797a1-1ba2-4fa9-83fc-b5d93e678f90", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence of a default as set forth in any Loan, the Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted."], "obj_label": "Remedies", "id": "d6f1ee4f-ecce-4b12-96bf-5103349194a7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of a breach by the Company or a Holder of any of its obligations under this Agreement, any Party, 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. The Parties agree 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 and shall waive any requirement for the posting of a bond. No failure or delay by any Person 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 herein provided shall be cumulative and not exclusive of any rights or remedies provided by law."], "obj_label": "Remedies", "id": "53adbb8b-390d-484c-9507-08fbc368061e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company 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. Accordingly, the Company 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 Company 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."], "obj_label": "Remedies", "id": "1c34390c-d939-4861-8cea-58a36a493a8f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement."], "obj_label": "Remedies", "id": "bfb31cdf-b14f-410f-a865-4d9c6f85fd17", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to Section\u00a09(k)(iv), each Buyer and each holder of the Securities 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.\u00a0 Subject to Section\u00a09(k)(iv), 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 and each Buyer recognizes that in the event that it 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 Buyers or the Company, as applicable.\u00a0 The Company and each Buyer therefore agrees that the non-breaching party shall be entitled to seek temporary and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or other security."], "obj_label": "Remedies", "id": "dce129f4-0650-44e2-ba1c-480e221603ee", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBassoul acknowledges and agrees that (i)\u00a0Bassoul has knowledge of Confidential Information, (ii)\u00a0each of the covenants and agreements made by Bassoul herein are of substantial value to the Company Group and (iii)\u00a0that a breach of any of those covenants and agreements would cause irreparable harm to the Company Group, for which the Company Group would have no adequate remedy at law.\u00a0 Therefore, in addition to any other remedies that may be available to the Company Group under this Agreement or otherwise, the Company Group shall be entitled to obtain temporary restraining orders, preliminary and permanent injunctions and/or other equitable relief (including from any court of competent jurisdiction) to specifically enforce Bassoul\u2019s duties and obligations under this Agreement, or to enjoin any breach of this Agreement, or to restrain Bassoul from engaging in any conduct that would constitute a breach of this Agreement.\u00a0 Nothing herein contained shall be construed as prohibiting the Company Group from pursuing any other remedies available to the Company Group for such breach or threatened breach, including, without limitation, the recovery of monetary damages from Bassoul."], "obj_label": "Remedies", "id": "f178b53f-7561-438a-ba03-98921e033f32", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSeller acknowledges and agrees that, if Seller, directly or indirectly, breaches, violates or fails to perform fully his obligations under this Section 5 (\u201c Default \u201d), each Default will cause immediate and irreparable harm to Purchaser in a manner which cannot be adequately compensated in damages. Purchaser and Seller agree that in the event of any Default, Purchaser, in addition to all other available remedies at law or in equity, may, insofar as Seller may be concerned, be entitled to temporary, preliminary and permanent injunctive relief to restrain such Default(s) by Seller or others acting in concert with Seller and to all of its costs, expenses and reasonable attorneys\u2019 fees incurred in any enforcement proceedings in which Purchaser prevails in whole or in part. Nothing contained herein will restrict or limit in any manner Purchaser\u2019s right to obtain any form of relief, legal or equitable, in an action brought to enforce Purchaser\u2019s rights."], "obj_label": "Remedies", "id": "740ec21b-78d5-4d8a-8099-9019eee4ce77", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company 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 Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate."], "obj_label": "Remedies", "id": "822ff360-19f5-493b-9fe5-9774336fbbc7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon 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 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, any Hedging Agreements, any Cash Management Agreements or otherwise."], "obj_label": "Remedies", "id": "118e82c4-b87b-4bed-a2f0-20af249f9db9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to the provisions of Section 13.7, any termination by either Party, whether for breach or otherwise, shall be without prejudice to any claims for damages or other rights against the other Party, or between Vendor and any Purchaser, that preceded termination. No specific remedy set forth in this Agreement shall be in lieu of any other remedy to which a Party or any Purchaser may be entitled pursuant to this Agreement or otherwise at law or equity."], "obj_label": "Remedies", "id": "5775ce71-0484-45ad-883e-884cb350cfeb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company hereby agrees that, in the event that the Company violates any provisions of the Option (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.\u00a0\u00a0In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement."], "obj_label": "Remedies", "id": "eb08ddcc-e9d1-4dbf-8645-7332bdc65ef5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nParticipant agrees that in the event of a breach or threatened breach of any of the covenants contained in Sections\u00a010 or 11 of this Agreement, in addition to any other penalties or restrictions that may apply under any employment agreement, state law, or otherwise, Participant shall forfeit, upon written notice to such effect from the Corporation, any and all Awards granted to him or her under the Plan and this Agreement, including vested Awards.\u00a0\u00a0The forfeiture provisions of this Section 13 shall continue to apply, in accordance with their terms, after the provisions of any employment or other agreement between the Corporation and Participant have lapsed.\u00a0\u00a0Participant consents and agrees that if Participant violates or threatens to violate any provisions of Sections\u00a010 or 11 of this Agreement, the Corporation or its successors in interest shall be entitled, in addition to any other remedies that they may have, including money damages, to an injunction to be issued by a court of competent jurisdiction restraining Participant from committing or continuing any violation of Sections 10 or 11.\u00a0\u00a0In the event that Participant is found to have breached any provision set forth in Section 10 of this Agreement, the time period provided for in that provision shall be deemed tolled ( i.e. , it will not begin to run) for as long as Participant was in violation of that provision. The provisions of Sections 10 and 11 of this Agreement shall continue to apply, in accordance with their terms, after the Participant's service has terminated and after provisions of any employment or other agreement between the Corporation and the Participant have lapsed."], "obj_label": "Remedies", "id": "4325802e-b55a-4e72-8445-aa8862520483", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of a breach or threatened breach by Executive of Sections 1 or 2 of this Agreement, Executive hereby consents and agrees that CenterState and/or CenterState Bank 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, without bond, from any court of competent jurisdiction in accordance with Section 6(d) below. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief."], "obj_label": "Remedies", "id": "b69c7005-340a-457d-9824-b4c1045e6664", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties agree that an actual or threatened breach of this Section by it or its Representatives may cause irreparable damage to the Disclosing Party and that damages may not be an adequate remedy for any such breach. Accordingly, each party shall be entitled to seek injunctive relief to restrain any such breach, threatened or actual, without the necessity of posting bond, in addition to any other remedies available to such party at law or in equity."], "obj_label": "Remedies", "id": "d150e1e7-9c15-4149-bd18-a1c04a08141c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf the Executive commits or threatens to commit a breach of any of the provisions of paragraphs 8(a) or (b), the Company shall have the right to have the provisions of this Agreement specifically enforced by the arbitrator appointed under paragraph 18 or by any court having jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach."], "obj_label": "Remedies", "id": "8605f601-cbd0-4e25-90c4-9751bca217a2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges and agrees that the breach or threatened breach of any of the provisions of Sections 8, 9, 10, or 11 of this Agreement will cause irreparable harm to Bank which cannot be adequately compensated by the payment of damages. Accordingly, Executive covenants and agrees that Bank, in addition to any other rights or remedies which Bank may have, shall be entitled to such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain Executive from breaching or threatening to breach any of the provisions of this Agreement, without the requirement that Bank post bond or other surety. Such right to obtain injunctive relief may be exercised at the option of Bank in addition to, concurrently with, prior to, after, or in lieu of the exercise of any other rights or remedies which Bank may have as a result of any such breach or threatened breach."], "obj_label": "Remedies", "id": "67c08ea3-17e8-4578-ac51-c7b15bffab8f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou agree that, if you breach any of the provisions of this Agreement: (i)\u00a0NCR shall be entitled to all of its remedies at law or in equity, including money damages and injunctive relief; (ii)\u00a0in the event of such breach prior to any vesting of Stock Units (as defined in the governing Award Agreement), in addition to NCR\u2019s other remedies, all such unvested equity awards under NCR Stock Plans will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the fair market value of any such equity awards that vested during the 18 months prior to the date of your employment termination (or if applicable law mandates a maximum time that is shorter than 18 months, then for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with any such equity award; and (iii)\u00a0NCR shall also be entitled to an accounting and repayment from you of all profits, compensation, commissions, remuneration or benefits that you (and/or the applicable Competing Organization) directly or indirectly have realized or may realize as a result of or in connection with any such breach."], "obj_label": "Remedies", "id": "c7695c36-1e4a-4391-b1ee-06ed81069b35", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe registered holders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant Agreement. The Company 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 Warrant Agreement and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate."], "obj_label": "Remedies", "id": "6b399ba1-0619-42bf-a44d-0394df2a4742", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive recognizes that his duties will entail the receipt of Trade Secrets and Confidential Information as defined in this Section\u00a06. Those Trade Secrets and Confidential Information have been developed by the Company at substantial cost and constitute valuable and unique property of the Company. Accordingly, the Executive acknowledges that protection of Trade Secrets and Confidential Information is a legitimate business interest. If the Executive shall breach the covenants contained in this Section\u00a06, the Company shall have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the Executive all such damages as it may be entitled to at law or in equity. In addition, the Executive acknowledges that any such breach is likely to result in irreparable harm to the Company. The Company shall be entitled to specific performance of the covenants in this Section\u00a06, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section\u00a06, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section\u00a06 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants."], "obj_label": "Remedies", "id": "b6e145a3-f9e7-4968-8bcf-14ae2564df12", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Employee fails to comply with Sections 11, 12(a), [or] 12(b), [or 12(c)] in a material respect, the Company may (i) cause any of Employee\u2019s unvested Performance Shares and related Dividend Equivalents to be cancelled and forfeited, (ii) refuse to deliver shares of Stock or cash in exchange for vested Performance Shares or Dividend Equivalents, and/or (iii) pursue any other rights and remedies the Company may have pursuant to this Award Agreement or the Plan at law or in equity including, specifically, injunctive relief."], "obj_label": "Remedies", "id": "c4db51b2-8a69-4ba5-a57a-f55e780de474", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 each party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement (without any obligation of such party to post any bond or other surety in connection therewith) and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which such party may be entitled at law or in equity."], "obj_label": "Remedies", "id": "0bbe03d5-3137-4744-8958-bba2dda235c8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSeller Parties acknowledge that any breach of this Section 7.6 would result in serious and irreparable injury to Buyer, Buyer could not be adequately compensated by monetary damages alone, and Buyer\u2019s remedy at law would not be adequate. Therefore, Seller Parties acknowledge and agree that, in the event of a breach or threatened breach by any Seller Party, Buyer shall be entitled, in addition to any other remedy at law or in equity to which Buyer may be entitled, to equitable relief against such Seller Party, including temporary restraining orders and preliminary and permanent injunctions to restrain such Seller Party from such breach or threatened breach and to compel compliance with the obligations of such Seller Party, and such Seller Party waives the posting of a bond or undertaking as a condition to such relief. The terms of this Section shall not prevent Buyer from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from such Seller Party."], "obj_label": "Remedies", "id": "52763cca-affa-42b0-bcc3-fbfcadf03cc8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto agree that irreparable damage may occur if any provision of this Agreement were not performed in accordance with the terms hereof or thereof and that the parties shall be entitled to seek an injunction to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof or thereof in accordance with the provisions of this Section 5.6 , in addition to any other remedy to which they are entitled at law or in equity."], "obj_label": "Remedies", "id": "5b802dfd-caa1-43f0-87b3-a70f6d22d56f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition and supplementary to other rights and remedies existing in its favor, the Company may apply to the court of law or equity of competent jurisdiction, without posting any bond, for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof, including paragraphs 6 , 7 , 8 , 9 and 10 hereof. In the event of a violation by Executive of paragraphs 6 , 7 , 8 , 9 and 10 hereof, any severance being paid to Executive pursuant to this Agreement or otherwise shall immediately cease."], "obj_label": "Remedies", "id": "7e87d0a3-d40a-455f-aa87-908717971010", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant shall be liable to GRECO, the Company and their Subsidiaries for all costs and damages, including incidental and consequential damages, resulting from a disposition of the Award or the RSUs which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Company shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant shall not urge as a defense that there is an adequate remedy at law."], "obj_label": "Remedies", "id": "1731c7b5-63ea-4812-a0f7-e08736d0cdcc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Participant recognizes and acknowledges that the opportunity to earn compensation or receive Shares under this Agreement is adequate consideration for the covenants set forth in this Section 11. The Participant further acknowledges that the Company has no adequate remedy at law should the Participant violate or threaten to or attempt to violate any one or more of the covenants in this Section 11, and the Participant agrees that the Company is entitled to an injunction or other equitable relief restraining the Participant from violating or threatening to or attempting to violate any one or more of the covenants set forth in this Section 11 and, prior to a Change in Control, any PSUs that have not yet vested or Shares that have not yet been delivered to the Participant shall be forfeited as a result of any such action."], "obj_label": "Remedies", "id": "682c713b-7b5a-409c-b340-382774891a45", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence of an Event of Default, at the option and upon the written declaration of the Holder (or automatically without such declaration if an Event of Default set forth in Section 8(d) occurs), the entire Outstanding Amount shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and Holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise."], "obj_label": "Remedies", "id": "15305fb8-5ad7-49cb-b5eb-64552dd6abc5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that any misuse of Proprietary Information belonging to the Company and its Related Entities, or any violation of Section 6 of the Employment Agreement, and any violation of Sections 14 , 16 and 17 of this Agreement, will result in irreparable harm to the Company and its Related Entities, and therefore, the Company and its Related Entities shall, in addition to any other remedies, be entitled to immediate injunctive relief. To the extent there is any conflict between Section 6 of the Employment Agreement and this Section 18 , the provision providing the greatest protection to the Company and its Related Entities shall control. In addition, in the event of a breach of any provision of this Agreement by Executive, including Sections 14 , 16 and 17 , Executive shall forfeit, and the Company and its Related Entities may withhold payment of any unpaid portion of, the Severance Benefits or Enhanced Severance Benefits provided under Section 5 , above."], "obj_label": "Remedies", "id": "8d19d50f-2988-4e93-b143-3bffb5c17dd3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive acknowledges and agrees that the Company has a legitimate interest in protecting and in preventing the Executive from violating this Agreement. The Executive further acknowledges that the Company would be immediately and irreparably harmed, and that such harm would not be readily susceptible to measurement in economic terms or economic compensation and therefore, money damages would not be an adequate remedy, if the Executive were to violate the terms of this Agreement or if any of sections of this Agreement were not specifically enforced.\u00a0 The Executive therefore agrees that in the event of a violation, threatened violation or inevitable violation of this Agreement, the Company and its successors or assigns may, in addition to other rights and remedies existing in their favor, are entitled to specific performance, preliminary and permanent injunctive relieve or other equitable remedies in order to enforce or prevent any violations of this Agreement."], "obj_label": "Remedies", "id": "ad5e2e06-d599-480a-9022-c5450da302b6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 or this Section 6, the Executive shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies which may be available. The Executive agrees that she shall not raise in any proceeding brought to enforce the provisions of Section 5 or this Section 6 that the covenants contained in such Sections limit Executive\u2019s ability to earn a living."], "obj_label": "Remedies", "id": "f7e7ffbb-ba6e-491b-ac1e-ed02c7607a09", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of ARTICLE VI are to be specifically enforced if not performed according to their terms. Without limiting the generality of the foregoing, the parties acknowledge that the Company would be irreparably damaged and there would be no adequate remedy at law for Executive\u2019s breach of ARTICLE VI and further acknowledge that the Company may seek entry of a temporary restraining order or preliminary injunction, in addition to any other remedies available at law or in equity, to enforce the provisions thereof, without the Company being required to post a bond or other security therefor. In addition, in the event of a material violation by Executive of the provisions of ARTICLE VI, any severance being paid to Executive pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to Executive shall be immediately repaid to the Company."], "obj_label": "Remedies", "id": "abb72375-a9e8-4e9b-9ae1-184ffc19e423", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder 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 hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate."], "obj_label": "Remedies", "id": "d82c4ccb-20f3-42dc-b31e-2070e3b821ef", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, Administrative Agent and the Lenders each agree that any exercise or enforcement of the rights and remedies granted to Administrative Agent or the Lenders under this Agreement or at law or in equity with respect to this Agreement or any other Loan Documents shall be commenced and maintained by Administrative Agent on behalf of Administrative Agent and/or the Lenders to the fullest extent permitted by applicable Laws."], "obj_label": "Remedies", "id": "0708867d-ec35-4f95-b7ea-17863b93810d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of a breach or threatened breach by You of any of the above provisions, the Company shall be entitled to an injunction restraining You from such breach, in addition to all other remedies which the Company shall be entitled to in law or equity.\u00a0\u00a0The Company also shall be entitled to recover from You all litigation costs and attorneys\u2019 fees incurred by the Company in any action or proceeding relating to this Agreement in which the Company prevails, including, but not limited to, any action or proceeding in which the Company seeks enforcement of this Agreement or seeks relief from Your violation of this Agreement.\u00a0\u00a0Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available for such breach, threatened breach, or any breach of this Agreement."], "obj_label": "Remedies", "id": "83e40dcd-dfb8-4ce6-8d52-84944a925d62", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIt is specifically understood and agreed that any breach of the provisions of Section 8 of this Agreement is likely to result in irreparable injury to the Company and that the remedy at law alone 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 8 above, the Company shall be entitled to enforce the specific performance of this Agreement by Executive and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without bond and without liability should such relief be denied, modified or violated.\u00a0\u00a0Furthermore, in the event of any breach of the provisions of Section 8.1 or 8.2 above or a material and willful breach of any other provision in Section 8 above (the \u201c Forfeiture Criteria \u201d), the Company shall be entitled to cease making any severance payments being made hereunder and in the event of a breach of any provision of Section 8 above that satisfies the Forfeiture Criteria and that occurs while Executive is receiving severance payments in accordance with Section 6 above (regardless whether the Company discovers such breach during such period of severance payment or anytime thereafter), notwithstanding anything to the contrary herein, the Company\u2019s obligations under this Agreement shall be deemed modified such that the Company\u2019s obligations pursuant to Section 6 shall be limited to five hundred dollars ($500); it being understood , that, of those five hundred dollars ($500), two hundred and fifty dollars ($250) shall be deemed to be consideration for the release by Executive of any claim under the Age Discrimination in Employment Act of 1967, and two hundred and fifty dollars ($250) shall be deemed to be consideration for the release by Executive of all other claims released by the General Release."], "obj_label": "Remedies", "id": "207a2d85-bca2-4baa-a8b6-225630f21457", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that money damages would not be a sufficient remedy for any breach of this Article\u00a0V by Executive, and the Company or its affiliates shall be entitled to enforce the provisions of this Article\u00a0V by terminating payments then owing to Executive under this Agreement or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article\u00a0V but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and Executive\u2019s agents. However, if it is determined that Executive has not committed a breach of this Article\u00a0V, then the Company shall resume the payments and benefits due under this Agreement and pay to Executive and Executive\u2019s spouse, if applicable, all payments and benefits that had been suspended pending such determination."], "obj_label": "Remedies", "id": "5c88ab9c-8608-45f6-8266-c33c974feb12", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder\u2019s right to pursue damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company\u2019s compliance with the terms and conditions of this Note."], "obj_label": "Remedies", "id": "21e38b2e-76a3-417a-9c13-b659effa0599", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled, in addition to other available remedies, to 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. Should the Executive fail to abide by any of the terms of this Agreement, including the covenants contained in Section\u00a07 hereof, the Company may, in addition to any other remedies it may have, reclaim any amounts paid to the Executive under the provisions of this Agreement or terminate any benefits or payments that are later due under this Agreement, without waiving the Release provided herein."], "obj_label": "Remedies", "id": "9765891c-21ab-43df-a499-a53f529d667f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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 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."], "obj_label": "Remedies", "id": "c7cce9f2-d221-4338-9659-43a13b287016", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0 Unless waived in writing by Lender, upon the occurrence and during the continuance of an Event of Default, and following the expiration of any applicable cure periods or grace periods, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower 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 Indebtedness 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 the Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, 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 agrees that if an Event of Default is continuing (i)\u00a0Lender shall not be subject to any one action or election of remedies 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 Property and the Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Indebtedness or the Indebtedness has been paid in full."], "obj_label": "Remedies", "id": "13ef4b62-e9b2-40a7-868c-a5a3ee4cfc87", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Investor 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."], "obj_label": "Remedies", "id": "c6eec6b6-0929-4345-9b25-bf0eb3748399", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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. Accordingly, 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 cur ing 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."], "obj_label": "Remedies", "id": "6f8f1985-575a-4170-a8d7-58e114c78258", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event of a breach or threatened breach by the Executive of any of Sections 7 through 9 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 posting any bond or other security or of showing any actual damages or that money damages would not afford an adequate remedy.\u00a0\u00a0The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief .\u00a0\u00a0In the event the Executive breaches any of his obligations contained in any of Sections 7 through 9, the Company shall be entitled to an award of its costs, reasonable attorneys\u2019 and expert witness fees, and out-of-pocket expenses incurred in obtaining a judgment or order against the Executive in addition to any to other relief awarded to the Company."], "obj_label": "Remedies", "id": "5d3a5c4e-9881-463f-9bfa-c8e050bcbb61", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Guarantor agrees that, to the fullest extent permitted by applicable law, as between the Guarantor on the one hand and the Managing Administrative Agent and the Lenders on the other, the obligations of any Subsidiary Borrower under this Agreement may be declared to be forthwith due and payable as provided in Section\u00a07 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section\u00a07) for purposes of Section\u00a010.1 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against any Subsidiary 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 Subsidiary Borrower) shall forthwith become due and payable by the Guarantor for purposes of Section\u00a010.1."], "obj_label": "Remedies", "id": "cbd531e1-3133-4974-b417-c636cfc4305e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers and other remedies available to Lender against Borrower under any Loan Document, or at law or in equity may be exercised by Lender at any time and from time to time (including the right to accelerate and declare the outstanding Indebtedness to be immediately due and payable), without notice or demand, whether or not all or any portion of the Indebtedness 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 portion of the Property. Notwithstanding anything contained to the contrary herein, the outstanding Indebtedness shall be accelerated and immediately due and payable, without any election by Lender upon the occurrence of an Insolvency Action."], "obj_label": "Remedies", "id": "17638e9c-abe9-488f-9843-5f7fb15e7c54", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence of any such Event of Default, Secured Party shall have the rights of a secured creditor under the UCC, all rights granted by this Agreement and by law, including, without limiting the foregoing, (a)\u00a0the right to require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party, and (b)\u00a0the right to take possession of the Collateral, and for that purpose Secured Party may enter upon premises on which the Collateral may be situated and remove the Collateral therefrom. Debtor hereby agrees that fifteen (15)\u00a0days\u2019 notice of a public sale of any Collateral or notice of the date after which a private sale of any Collateral may take place is reasonable. In addition, Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Party\u2019s rights and remedies hereunder, including, without limitation, Secured Party\u2019s right following an Event of Default to take immediate possession of Collateral and to exercise Secured Party\u2019s rights and remedies with respect thereto. Secured Party may also have a receiver appointed to take charge of all or any portion of the Collateral and to exercise all rights of Secured Party under this Agreement. Secured Party may exercise any of its rights under this Section\u00a07.2 without demand or notice of any kind. The remedies in this Agreement, including without limitation this Section\u00a07.2, are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which Secured Party may be entitled. No failure or delay on the part of Secured Party in exercising any right, power, or remedy will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. All of Secured Party\u2019s rights and remedies, whether evidenced by this Agreement or by any other agreement, instrument or document shall be cumulative and may be exercised singularly or concurrently."], "obj_label": "Remedies", "id": "c9080daa-347d-4573-afb1-6b14282841ec", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the occurrence and continuance of an Event of Default, Sublessor may exercise all rights and remedies under this Sublease and the laws of the State of Ohio that are available to a Sublessor of real and personal property in the event of a default by its Sublessee, and as to the Sublessee Property, all remedies granted under the laws of said state to a secured party under its Uniform Commercial Code. Sublessor shall have the duty to mitigate damages. Sublessee shall pay Sublessor, promptly upon demand, all reasonable out-of-pocket expenses incurred by it in obtaining possession and reletting any of the Premises, including fees, commissions and costs of attorneys, agents and brokers. Notwithstanding any provision to the contrary contained in Sections 12 or 13 hereof, if all then existing Events of Default would be considered to be capable of being cured within (i) five (5) days for a monetary default or (ii) thirty (30) days for a non-monetary default by a reasonably prudent landlord and tenant in the skilled nursing industry located in Ohio, then prior to Sublessor\u2019s exercising any remedies provided herein, including, but limited to the termination of this Sublease, as a result of the occurrence of any such Event of Default, Sublessee shall have the right to cure each such Event of Default within five (5) days of notice from Sublessor for a monetary default and within thirty (30) days of notice from Sublessor for a non-monetary default, and upon such cure of all Events of Default then existing, Sublessor may not exercise its remedies thereunder or terminate this Sublease as a result of such cured Events of Default. Notwithstanding the preceding sentence, Sublessee\u2019s right to cure an Event of Default and thereby avoid Sublessor\u2019s exercise of remedies or Term ination of this Sublease shall not apply if Sublessee and/or the sublessees under any Affiliated Sublease have cured Events of Default two (2) times in the aggregate under this Sublease and/or the Affiliated Subleases in any twelve (12) consecutive month period."], "obj_label": "Remedies", "id": "beed383e-2caf-4cdd-ab9c-624a59e7bf66", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Employee agrees that the Bank will suffer irreparable damage and injury and will not have an adequate remedy at law in the event of any breach by the Employee of any provision of this Section. Accordingly, in the event the Bank seeks, under law or in equity, a temporary restraining order, permanent injunction or a decree of specific performance of the provisions of this Section, no bond or other security shall be required. The Bank shall be entitled to recover from the Employee, reasonable attorneys\u2019 fees and expenses incurred in any action wherein the Bank successfully enforces any of the provisions of this Section against the breach or threatened breach of those provisions by the Employee. The remedies described in this Section are not exclusive and are in addition to all other remedies the Bank may have at law, in equity, or otherwise."], "obj_label": "Remedies", "id": "600b2d72-352d-469f-bcf0-723a42b395c3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 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)."], "obj_label": "Remedies", "id": "b3e7ceab-71fc-4f36-8ce9-af9643f7d84d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to Sections 5.8 and 13.20 , each Member shall have all rights and remedies set forth in this Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any Applicable 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, subject to Sections 5.8 and 13.20 , to exercise all other rights granted by Applicable Law."], "obj_label": "Remedies", "id": "00883462-c861-4704-b971-bfdc01440083", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement or the Notes will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement or the Notes, that the Buyers 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 Agreement or the Notes and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required."], "obj_label": "Remedies", "id": "d5d79c86-73e3-4f61-afc7-41db3bd6c6a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, the Facility Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy, and nothing herein shall limit the Holder\u2019s right to pursue actual damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies (at law or in equity), to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required."], "obj_label": "Remedies", "id": "2b65b6e6-80aa-43b9-a87e-e88e2cee56bd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBecause Indemnitee\u2019s services are unique and because Indemnitee has access to Confidential Information, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company, in addition to other rights and remedies existing in its favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security)."], "obj_label": "Remedies", "id": "dbfab7a9-6b82-4680-9edb-593d8640b07b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll decisions or rulings of the panel, as well as any interim or final award, shall be pursuant to the majority vote of three (3) arbitrators comprising the panel.\u00a0 The arbitrators shall have authority to award any remedy or relief that a court of the State of Delaware, United States of America, could award or grant, including, without limitation, specific performance of any obligation created under this Agreement, the issuance of an injunction, prejudgment or post-judgment interest, or the imposition of sanctions for abuse or frustration of the arbitration process.\u00a0 Any Party may petition any court in the State of Delaware having jurisdiction (i) for interim equitable relief pending initiation or completion of arbitration proceedings held pursuant to this Section 9 , and (ii) for enforcement of an arbitration award made pursuant to this Section\u00a09 ."], "obj_label": "Remedies", "id": "5477f583-c488-4fe1-8822-dee2fe7f8f13", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Co-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\u00a08.01 ) 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 Co-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 Co-Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01 ."], "obj_label": "Remedies", "id": "db788b82-35fd-4fda-8b61-9bec1140649f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that the restrictions contained in Sections 9 through 21 of this Agreement, in view of the nature of the Company\u2019s business, are reasonable and necessary to protect the Company\u2019s legitimate business interests, and that any violation of this Agreement would result in irreparable injury to the Company. Notwithstanding the arbitration provisions in Section 31 , in the event of a breach or a threatened breach by Executive of any provision of Sections 9 through 21 of this Agreement, the Company shall be entitled to a temporary restraining order and injunctive relief restraining Executive from the commission of any breach, and to recover the Company\u2019s attorneys\u2019 fees, costs and expenses related to the breach or threatened breach. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach, including, without limitation, the recovery of money damages, attorneys\u2019 fees, and costs. These covenants and agreements shall each be construed as independent of any other provisions in this Agreement, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and agreements."], "obj_label": "Remedies", "id": "5a2f5da0-83ad-4f0d-b7db-9aba13f66cf5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties of LDSR contained in this Agreement or in any statement, certificate, schedule or other document delivered pursuant to this Agreement or in connection with the transactions contemplated hereby, shall be true and correct in all material respects on the Closing with the same force and effect as though made at such time. LDSR shall have performed all obligations and complied with all covenants required by this Agreement, and the other agreements referred to herein, to be performed or complied with by it prior to the Closing."], "obj_label": "Representations", "id": "9e4a08bf-73f3-48e3-9286-892eac1865b0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise disclosed to the Company in writing, the Executive represents and warrants to the Company that the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive\u2019s part to be performed hereunder in accordance with its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive\u2019s obligations hereunder."], "obj_label": "Representations", "id": "96aabb28-3a89-4477-aab3-b8e9e2cf7626", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive hereby acknowledges and represents that she has had the opportunity to consult with legal counsel regarding her rights and obligations under this Agreement and that she fully understands the terms and conditions contained herein. Executive represents and warrants that Executive has provided the Company a true and correct copy of any agreements that purport: (a) to limit Executive\u2019s right to be employed by the Company; (b) to prohibit Executive from engaging in any activities on behalf of the Company; or (c) to restrict Executive\u2019s right to use or disclose any information while employed by the Company. Executive further represents and warrants that Executive will not use on the Company\u2019s behalf any information, materials, data or documents belonging to a third party that are not generally available to the public, unless Executive has obtained written authorization to do so from the third party and provided such authorization to the Company. In the course of Executive\u2019s employment with the Company, Executive is not to breach any obligation of confidentiality that Executive has with third parties, and Executive agrees to fulfill all such obligations during Executive\u2019s employment with the Company. Executive further agrees not to disclose to the Company or use while working for the Company any trade secrets belonging to a third party."], "obj_label": "Representations", "id": "13166e32-bde1-42ea-9aff-5f4718a2d46a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive represents that Executive's employment by the Company and the performance by Executive of her obligations under this Agreement do not, and shall not, breach any agreement, including, but not limited to, any agreement that obligates him to keep in confidence any trade secrets or confidential or proprietary information of her or of any other party, to perform services for any other party or to refrain from competing, directly or indirectly, with the business of any other party. Executive shall not disclose to the Company or use any trade secrets or confidential or proprietary information of any other party."], "obj_label": "Representations", "id": "1a144340-618e-4cf3-9449-de5026543c7a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants, as of the Closing Date or as of the Assignment Effective Date, that (i)\u00a0it is an Eligible Assignee; (ii)\u00a0it 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 is capable of evaluating the creditworthiness of Borrower; and (iii)\u00a0it shall make, or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course 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\u00a010.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control)."], "obj_label": "Representations", "id": "28076492-880f-47df-bcdb-0cc9aa662063", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company 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 the Sales Agent, any controlling person of the Sales Agent, or the Company (or any of their respective officers, directors, members or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement."], "obj_label": "Representations", "id": "3186b42b-195a-4ca0-81d5-21ec4aa0d1e5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee represents and warrants to the Company that he is not subject to any agreement restricting his ability to enter into this Agreement and fully carry out his duties and responsibilities hereunder. Employee hereby indemnifies and holds the Company harmless against any losses, claims, expenses (including reasonable attorneys\u2019 fees), damages or liabilities incurred by the Company as a result of a breach of the foregoing representation and warranty."], "obj_label": "Representations", "id": "7c03f863-62fe-41ea-8b68-56998184088a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Loan Party represents and warrants to the Lenders that after giving effect to this Agreement (a)\u00a0the representations and warranties set forth in Article V of the Credit Agreement or in any other Loan Document or which are contained in any document furnished at any time under or in connection therewith are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (b)\u00a0no event has occurred and is continuing which constitutes a Default."], "obj_label": "Representations", "id": "b858cb53-20fe-498d-aced-6f9f638235a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company represents and warrants to BLR Partners 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, 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."], "obj_label": "Representations", "id": "57c501d5-6807-4d98-b842-e5d5b1d0d93b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties of Sellers contained in this Agreement (including the Exhibits hereto) or in any certificate or document delivered to Buyers in connection herewith, shall be deemed to have been made again at Closing and shall then be true in all material respects; and Sellers shall have performed and complied with all material covenants, agreements and conditions required by this Agreement to be performed or complied with by them prior to or at Closing."], "obj_label": "Representations", "id": "d09bb7ff-8689-4c7a-9616-f6097675fef7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Issuer hereby represents and warrants to the Executive that (i)\u00a0it is a limited liability company, duly formed and in good standing under the laws of the State of Delaware, and has the requisite power and authority to execute, deliver and carry out the transactions contemplated by this Agreement, and to issue the Class\u00a0B-1 Units, (ii)\u00a0it is fully authorized by action of its Board of Managers (and of any other persons or body whose action is required) to enter into this Agreement and to perform its obligations under this Agreement, (iii)\u00a0its execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgement or decree or any agreement or governance document to which it is a party or by which it is bound, and (iv)\u00a0upon the execution and delivery of this Agreement by the parties, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors\u2019 rights in general or by general principals of equity."], "obj_label": "Representations", "id": "dd2aaf73-4798-4648-91d7-3a9b094e9df3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties of the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date."], "obj_label": "Representations", "id": "0e09527a-b041-4123-824d-f9ba489d6565", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhile the Purchaser holds any Registrable Securities, the Company shall not, without the prior written consent of the Purchaser, enter into any agreement with any holder or prospective holder of any equity securities of the Company giving such holder or prospective holder any registration rights with respect to underwritten or other offerings (whether demand or piggyback rights) the terms of which are more favorable taken as a whole than the registration rights granted to the Purchaser hereunder."], "obj_label": "Representations", "id": "2d39fff2-e23f-4bd7-9db4-52eeba83bad8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nI represent that my performance of all the terms of this Intellectual Property Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my Relationship with the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Intellectual Property Agreement."], "obj_label": "Representations", "id": "c6f09c6a-f16e-44cd-a3ba-b217d3a53670", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Bank hereby makes the representations and warranties set forth on Schedule I as to the Receivables sold, contributed, transferred, assigned and otherwise conveyed to FTH LLC under this Agreement on which such representations and warranties FTH LLC is relying in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement or as of the Cut-off Date, as applicable, but shall survive the conveyance of the Receivables to the Seller under the Purchase Agreement, the conveyance of the Receivables by the Seller to the Issuer under the Sale Agreement and the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the Bank shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor or to notify any Dealer about any aspect of the transaction contemplated by the Transaction Documents. Any inaccuracy in any of such representations or warranties shall be deemed not to constitute a breach of such representations or warranties if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full on such Receivable."], "obj_label": "Representations", "id": "e0d82695-d534-422d-90b0-4b2f84288da3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive represents that: (i)\u00a0she understands she is waiving the various claims she could have asserted against Cimpress in connection with her employment with Cimpress and the termination of her employment with Cimpress, including, without limitation, under the ADEA and the other laws specified in Section\u00a06 above; (ii) she has read this Agreement, including the release set forth in Section\u00a06 above, carefully and understands all of its provisions; (iii)\u00a0she understands that rights or claims under the ADEA which may arise after the date this Agreement is executed are not waived by her; (iv) she understands that Cimpress advises Executive to consult with an attorney before signing this Agreement and to the extent that Executive desired, she availed herself of this right; (v)\u00a0the benefits are above and beyond the payments or benefits otherwise owed to Executive under the terms of her employment with Cimpress or required by law; and (vi)\u00a0she understands and agrees that Cimpress provided this Agreement to Executive on January 29, 2019 and that she has twenty-one (21) days from such date to consider, sign and return this Agreement, including the release set forth in Section\u00a06 above, and that any changes to this Agreement made subsequent to such date, whether material or immaterial, do not restart the running of such twenty-one (21) day period."], "obj_label": "Representations", "id": "5ae2386d-58ba-4ca8-aef7-e0d54d4881e8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nJoining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a \u201cGuarantor\u201d or \u201cSubsidiary Guarantor\u201d are true and correct in all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors apply to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Subsidiary Guarantor."], "obj_label": "Representations", "id": "3bbbf55d-067c-4954-b4d6-b271d53b4abc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the vesting of the Award, the Participant: (i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Ordinary Shares by the Company shall be made in reliance upon the express representations and warranties of the Participant; and (ii) will not sell, transfer or otherwise dispose of the Ordinary Shares in violation of the Plan or this Agreement or dispose of the Ordinary Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of the Ordinary Shares."], "obj_label": "Representations", "id": "14f50cfd-f55a-47f4-9ba7-9278b629f477", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nJoining Party represents and warrants to the Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to the Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a \u201cSubsidiary Guarantor\u201d or \u201cGuarantor\u201d are true and correct in all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Guarantors apply to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Guarantor."], "obj_label": "Representations", "id": "ee0d0118-c380-41d4-8df4-b4b175e92ba8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Vehicle Trustee hereby reaffirms, as of the date hereof, the representations, warranties and covenants set forth in Section 7.7 of the Vehicle Trust Agreement, on which the Grantors and UTI Beneficiary, each of their permitted assignees and pledgees and each Registered Pledgee and Holder or Related Beneficiary of the 2019-1 SUBI Certificate (and beneficial owner of any portion thereof, including the Issuer and the Trust Certificateholders) may rely; provided, however, that in lieu of the representations set forth in Section 7.7(e) of the Vehicle Trust Agreement,\u00a0 the Vehicle Trustee represents, warrants and covenants that the office where the Bank keeps its records concerning the transactions contemplated hereby is located at 100 White Clay Center, Suite 102, P.O. Box 6995, Newark, Delaware\u00a019711.\u00a0 For purposes of this Section, any reference in Section 7.7 of the Vehicle Trust Agreement to the Vehicle Trust Agreement shall be deemed to constitute references to the SUBI Trust Agreement."], "obj_label": "Representations", "id": "e1fc4741-e3d0-4656-9230-3535b6cf924e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company represents and warrants to the Sonic Parties as follows: (a)\u00a0the Company 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 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 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; 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 could constitute 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, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound."], "obj_label": "Representations", "id": "d8c06678-cbb4-424c-8744-c7c9b50715d4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNuVasive has provide d Consultant with marketing and technical information concerning the NuVasive products including brochures, instructional material, advertising literature, product samples, and other product data and information ( \u201c Promotional Materials \u201d ). Consultant represents and warrants Consultant shall not make any false or misleading representations to customers or others regarding NuVasive or the NuVasive products, or about NuVasive competitors or competitor products. Consultant represents and warrants that Consultant shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the NuVasive products that are not consistent with, or otherwise expand upon the claims in the Promotional Materials or other documentation supplied by NuVasive. Consultant represents and warrants that she shall use only the Promotional Materials supplied by NuVasive in Consultant\u2019s promotion of the NuVasive products and services . Consultant represents and warrants that in no event shall Consultant make any guarantee or warranty concerning the NuVasive products or services that are inconsistent with, or otherwise expands upon, NuVasive \u2019 s standard limited warranty , or on behalf of any vendor or supplier of NuVasive. Consultant represents and warrants that Consultant shall promote and market the NuVasive products in accordance with the training provided by NuVasive."], "obj_label": "Representations", "id": "ec9426f2-8ad7-4c96-b287-15bab01948e3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Investor represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Investor, and is a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms. As of the date of this Agreement, the Investor Group, together with the Affiliates and Associates that are controlled by the Investor Group or any Investor (collectively, the \u201cInvestor Group Affiliates\u201d), beneficially owns 2,126,848 shares of the Company\u2019s common stock (\u201cShares\u201d) and has voting authority over such Shares."], "obj_label": "Representations", "id": "33b4f374-667e-472e-b1fe-ca9114c7d28e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(i)\u00a0The representations and warranties set forth in Article\u00a04 that are not subject to materiality or Material Adverse Effect qualifications will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date, and (ii)\u00a0the representations and warranties set forth in Article\u00a04 that are subject to materiality or Material Adverse Effect qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date."], "obj_label": "Representations", "id": "e91f7b99-7ae6-4406-a792-a792c33a9bdb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Grantee is aware that [20--] Performance-Based LTIP Unit may be of no practical value. The Grantee has read and understands the restrictions and limitations set forth in this Agreement, which are imposed on the [20--] Performance-Based LTIP Units and the [20--] Performance-Based LTIP Unit. The Grantee confirms that the Grantee has not relied on any warranty, representation, assurance or promise of any kind whatsoever in entering into this Agreement other than as expressly set out in this Agreement."], "obj_label": "Representations", "id": "56823739-aa7f-4706-98ba-38b68f587c1f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nClearSign represents and warrants to the MDB Parties that (i) ClearSign has the corporate power and authority to execute this Agreement and to bind it thereto, (ii) this Agreement has been duly and validly authorized, executed and delivered by ClearSign, constitutes a valid and binding obligation and agreement of ClearSign, and is enforceable against ClearSign 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 and remedies of creditors and subject to general equity principles, and (iii) the execution, delivery and performance of this Agreement by ClearSign does not and will not violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it, or (B) 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 ClearSign is a party or by which it is bound."], "obj_label": "Representations", "id": "e20dac93-386f-4d0f-98c8-ace2e3d6ed78", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of Sponsor, Sloan and Sagansky, on behalf of itself and only with respect to such Restricted Shares held by such Party, represents and warrants on the date of this Agreement as follows: such Party owns, as of the date hereof, the Restricted Shares in the respective amounts set forth next to such Party\u2019s name on Schedule 4.02 hereto, free and clear of all Liens, other than Permitted Liens.\u00a0 Such Party covenants and agrees that it will not sell, transfer, exchange, convert, assign, subject to a Lien, or otherwise encumber or dispose of any of the Restricted Shares owned by such Party at any time during the term of this Agreement.\u00a0 Such Party further represents and warrants that, except as contemplated by this Agreement, there are no options, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the Restricted Shares owned by such Party."], "obj_label": "Representations", "id": "aff9b9a3-0efd-46d0-9e38-ce86d2cfde39", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe following representations and warranties are made (i)\u00a0with respect to each Delivery Date on which TRLWT is to Convey assets to the Purchaser, by TILC, in its capacity as TRLWT Manager, with respect to each representation expressed as a representation of TRLWT as \u201cSeller\u201d, and (ii)\u00a0with respect to each Delivery Date on which TILC is to Convey assets to the Purchaser, by TILC for its own account, and in each case are made for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party as of the date of any Delivery Schedule\u00a0delivered by the applicable Seller to the Purchaser and solely with respect to the Railcars and Leases that are referred to in such Delivery Schedule\u00a0and the Related Assets in respect of such Railcars and Leases."], "obj_label": "Representations", "id": "48de2e84-5dca-41a5-b249-e0a5a4494733", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive represents and warrants that (a) the Executive has been properly paid for all hours worked and has received all wages, bonuses, vacation pay, expense reimbursements and any other sums due from the Company (with the exception of the payments and benefits to be provided pursuant to Section 7(b) of the Employment Agreement); (b) the Executive has returned all Company property in the Executive\u2019s possession or control and has permanently deleted any Confidential Information stored on any electronic device, web-based email or other storage location not owned by the Company but within the Executive\u2019s possession or control; (c) the Executive has suffered no work-related injury or occupational disease during the course of the Executive\u2019s employment with the Company that the Executive has not reported in writing to the Company; (d) the Executive is not aware of any activity by the Company or any other Released Party that the Executive believes to be unlawful or potentially unlawful; (e) the Executive has not filed any complaints, claims or actions against the Company or any other Released Party; and (f) the Executive has not assigned, transferred, conveyed or otherwise disposed of any Released Claims."], "obj_label": "Representations", "id": "c1060816-ac1f-4953-8db0-be286a6b7626", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company and the Agents 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 the Agents, 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."], "obj_label": "Representations", "id": "eaa7d7ab-69d6-490c-ae8a-7346a3fda167", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties set forth in each Transaction Document shall, in each case, be true and correct in all respects with the same effect as made on the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case, except as set forth in (i) the Company\u2019s most recent periodic report filed with the Commission and (ii) the disclosure schedules thereto or in the disclosure schedules delivered by the Company in connection with this Agreement."], "obj_label": "Representations", "id": "2cb5a03b-7c72-44d3-b4fa-802c826e0633", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company 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 Cowen, 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."], "obj_label": "Representations", "id": "b98243e5-724d-4722-977d-e3d9197fd678", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Loan Party represents and warrants to Administrative Agent, each Co-Collateral Agent, and each Lender, as an inducement to Administrative Agent, each Co-Collateral Agent, and each Lender to enter into this Agreement, that (a) no Default or Event of Default exists under the Loan Documents, except for Stipulated Defaults that are in existence on the date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of such Loan Party contained in the Loan Documents were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and performance by such Loan Party of this Agreement and the consummation of the transactions contemplated hereby are within the entity power of such Loan Party and have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Loan Party, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which such Loan Party is named or any provision of the Organizational Documents of such Loan Party and do not result in a breach of or constitute a default under any agreement or instrument to which such Loan Party is a party or by which it or any of its Properties is bound; (d) this Agreement constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of such Loan Party\u2019s employees have been paid or deposited when due; (f) such Loan Party is entering into this Agreement freely and voluntarily with the advice of legal counsel of such Loan Party\u2019s own choosing; (g) such Loan Party has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement; and (h) no Loan Party intends to commence any Insolvency Proceeding."], "obj_label": "Representations", "id": "649bc4a0-fdf4-46ce-97ef-45c533c3bd47", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive represents that Executive\u2019s employment by the Company and the performance by Executive of his obligations under this Agreement do not, and shall not, breach any agreement, including, but not limited to, any agreement that obligates him to keep in confidence any trade secrets or confidential or proprietary information of him or of any other party, to write or consult to any other party or to refrain from competing, directly or indirectly, with the business of any other party. Executive shall not disclose to the Company or use any trade secrets or confidential or proprietary information of any other party."], "obj_label": "Representations", "id": "ead58249-6e68-487f-9609-0ddd6e4e84a0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive represents and warrants to the Employer, and acknowledges that the Employer has relied on such representations and warranties in employing Executive, that neither the Executive\u2019s duties as an employee of the Employer nor her performance of the 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 her employment by the Employer. The Executive further represents and warrants and acknowledges that the Employer has relied on such representations and warranties in employing the 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 the Executive is in breach or has breached any of the representations set forth herein, the Employer shall have the right to terminate Executive\u2019s employment for Cause."], "obj_label": "Representations", "id": "575abc1c-248e-40cd-9fdd-1883765a80f1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn order to induce Purchaser and Agent to execute and deliver this Amendment, Seller hereby represents to Purchaser and Agent that as of the date hereof, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, (ii) no default or event of default has occurred and is continuing under the Program Documents, and (iii) no Servicing Termination Event has occurred and is continuing under the Purchase Agreement."], "obj_label": "Representations", "id": "4dd2ca56-5cbd-4875-af2e-c1425adc6fb3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive represents and warrants that (a)\u00a0the Executive has been properly paid for all hours worked and has received all wages, bonuses, vacation pay, expense reimbursements and any other sums due from the Company (with the exception of the Separation Benefits); (b) the Executive has returned all Company property in the Executive\u2019s possession or control and has permanently deleted any Confidential Information stored on any electronic device, web- based email or other storage location not owned by the Company but within the Executive\u2019s possession or control; (c)\u00a0the Executive is not aware that she has suffered any work-related injury or occupational disease during the course of the Executive\u2019s employment with the Company, which the Executive has not reported in writing to the Company; (d)\u00a0the Executive has not filed any complaints, claims or actions against the Company or any other Released Party; and (e)\u00a0the Executive has not assigned, transferred, conveyed or otherwise disposed of any Released Claims."], "obj_label": "Representations", "id": "5e77271c-254a-4cd0-b296-ed336f48f2c0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. Executive represents that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Executive in confidence or in trust prior to Executive\u2019s retention by Cyren. Executive has not entered into, and Executive agrees that he or she will not enter into, any oral or written agreement in conflict herewith."], "obj_label": "Representations", "id": "4d96511a-c60b-4693-8e29-0ee30def0c37", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach member of the Engaged Group represents and warrants to the Company that: (a) the authorized signatory of such member of the Engaged Group set forth on the signature page hereto has the power and authority to execute this Agreement and to bind it thereto; (b) this Agreement has been duly and validly authorized, executed and delivered by such member of the Engaged Group, constitutes a valid and binding obligation and agreement of such member of the Engaged Group and is enforceable against such member of the Engaged Group 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) the execution, delivery and performance of this Agreement by such member of the Engaged Group do not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such member of the Engaged Group; (ii) require the approval of any owner or holder of any equity interest of such Person, as applicable; or (iii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could 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, agreement, contract, commitment, understanding or arrangement to which such member of the Engaged Group is a party or by which it is bound; and (d) as of the date of this Agreement, (i) the Engaged Group Beneficially Owns in the aggregate 2,116,559 shares of Common Stock and (ii) the Engaged Group does not currently have, and does not currently have any right to acquire, any interest in any other securities of the Company or derivative or equity-linked positions therein."], "obj_label": "Representations", "id": "eff23fe0-874d-42a5-aa4e-5fd46e60cf69", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIndemnitee represents that there is no agreement with any other party that would conflict with his obligations under this Agreement, and represents and warrants that he/she (i)\u00a0has read and understands each and every provision of this Agreement, (ii)\u00a0has had the opportunity to obtain advice from legal counsel of his/her choice in order to interpret any and all provisions of this Agreement and (iii)\u00a0has had the opportunity to ask the Company questions about this Agreement and any of such questions he/she has asked have been answered to his satisfaction."], "obj_label": "Representations", "id": "b9711de1-ae44-4180-86d4-471ebed4eb42", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive represents and warrants to the Company that (a)\u00a0the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b)\u00a0Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would interfere with the execution, delivery or performance of this Agreement by Executive and (c)\u00a0upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms."], "obj_label": "Representations", "id": "49790711-9db9-43da-bda7-4b35245d6ef5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach MDB Party represents and warrants to ClearSign that (i) this Agreement has been duly and validly authorized, executed and delivered by such MDB Party, and constitutes a valid and binding obligation and agreement of such MDB Party, enforceable against such MDB Party 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 and remedies of creditors and subject to general equity principles, (ii) such MDB Party has the power and authority to execute this Agreement and any other documents or agreements entered into in connection with this Agreement on behalf of itself and the applicable Affiliate of a MDB Party, and (iii) the execution, delivery and performance of this Agreement by such MDB Party does not and will not violate or conflict with (A) any law, rule, regulation, order, judgment or decree applicable to it, or (B) 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, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound."], "obj_label": "Representations", "id": "27f86ef2-305d-461b-b54e-6219e394cd58", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company represents and warrants to Investor as follows: (a)\u00a0the Company 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 and (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 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."], "obj_label": "Representations", "id": "6a9975d4-7908-4adb-a71c-70b13cf8ed78", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties of Borrower set forth in Section 5 of the Loan Agreement (after giving effect to this Amendment) are true and correct in all material respects on and as of the date hereof 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 they are true and correct as of such date."], "obj_label": "Representations", "id": "d8baeffe-b0e3-4dd1-bab7-b8cffa4c76fd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrowers hereby represent and warrant, jointly and severally, to ARES that as of the date hereof, and continuing as long as any indebtedness evidenced hereby remains outstanding and as long as this Note remains in effect this Note is the legal, valid and binding obligation of each Borrower and is enforceable against such Borrower in accordance with its terms. The Borrowers hereby represent and warrant, jointly and severally, to ARES that as of the date hereof and after consummation of the transactions contemplated hereby, each Borrower is solvent, is able to pay their respective debts as they become due and has capital sufficient to carry on their respective businesses and all businesses in which they are about to engage, and now owns property having a value both at fair valuation and at present fair saleable value greater than the amount required to pay their respective debts. The representations and warranties set out in this Section 14 shall survive the satisfaction and performance and the termination and cancellation of this Note."], "obj_label": "Representations", "id": "1d2a3a7f-e48d-468b-b9b1-4c685c3c6853", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges and agrees that except for the Accrued Obligations and the vesting of certain Equity Awards in accordance with Paragraph 4, Executive has received full payment for any and all compensation and/or benefits owed, and has no rights to any other salary, benefits, incentive compensation, vacation or sick pay, commissions, overtime, bonuses, equity, or other form of compensation or remuneration, or expense reimbursement from the Company. Executive represents that, as of the date of this Agreement, Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties in any court or with any governmental agency or in any arbitral forum."], "obj_label": "Representations", "id": "ca0d139c-18c7-404c-852e-c2c56eb44e7d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLoosbrock represents and warrants that she is not aware of any facts or circumstances that might justify a claim against the Released Parties for any violation of the Family and Medical Leave Act (\u201cFMLA\u201d) or the Fair Labor Standards Act (\u201cFLSA\u201d) or comparable state statutes. Loosbrock further represents and warrants that she has received any and all wages and/or commissions for work performed and any and all FMLA leave to which Loosbrock may have been entitled."], "obj_label": "Representations", "id": "74b058a4-d71a-47f4-a305-127dbb60ab42", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nRosar agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. Rosar represents that Rosar\u2019s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Rosar in confidence or in trust prior to Rosar\u2019s engagement by the Company. Rosar hereby represents and warrants that Rosar has not entered into, and Rosar will not enter into, any oral or written agreement in conflict herewith."], "obj_label": "Representations", "id": "313b4176-7d15-40d5-82c4-1e11cf69bb3c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0The representations and warranties of each Loan Party contained in Article V \u00a0of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects; and (b)\u00a0no Default has occurred and is continuing or will exist immediately after giving effect to this Incremental Joinder Agreement."], "obj_label": "Representations", "id": "c2addad6-6553-4310-a39c-98fb8e928e8f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFord Credit made representations and warranties about the Leases and Leased Vehicles in the 2019-A Reference Pool in Section\u00a03.3 of the Exchange Note Purchase Agreement, and has consented to the sale by the Depositor to the Issuer of the Depositor\u2019s rights to these representations and warranties.\u00a0 Under Section\u00a02.1, the Depositor has sold and assigned to the Issuer the Depositor\u2019s rights under the Exchange Note Purchase Agreement, including the right to require Ford Credit to reallocate any Leases and Leased Vehicles if there is a breach of Ford Credit\u2019s representations and warranties.\u00a0 In addition, the Depositor represents and warrants as of the Closing Date that the representations and warranties about the Leases and Leased Vehicles in the 2019-A Reference Pool in Section\u00a03.3 of the Exchange Note Purchase Agreement are true and correct.\u00a0 The Issuer is relying on Ford Credit\u2019s representations and warranties in the Exchange Note Purchase Agreement and on the Depositor\u2019s representations and warranties in this Section\u00a03.2(a)\u00a0in purchasing the 2019-A Exchange Note, which representations and warranties will survive the sale and assignment of the 2019-A Exchange Note by the Depositor to the Issuer under this Agreement and the pledge of the 2019-A Exchange Note to the Indenture Trustee under the Indenture."], "obj_label": "Representations", "id": "db90e95d-cbb2-457f-b572-76d7ddde3e6c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive do not 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 (b) the Executive is not a party to or bound by any employment agreement, consulting agreement, noncompetition agreement, nonsolicitation agreement, confidentiality agreement or similar agreement with any other Person."], "obj_label": "Representations", "id": "52713e61-1f16-424c-8620-71c3f6b7a3b4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee hereby represents that his at-will employment with the Company and his performance of all the terms of this Agreement will not result in a breach of any agreement with a third party, including the breach of any agreement to keep in confidence proprietary information acquired by the Employee prior to his employment by the Company or to refrain from competing with any third party. Employee represents that he has not entered into, and agrees he will not enter into, any oral or written agreement in conflict with this Agreement."], "obj_label": "Representations", "id": "86759665-aba2-4a9f-a082-c10a38e3a464", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Investor, on behalf of itself, severally represents and warrants to the Company that (a) as 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 Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this 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) such 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) each 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) the execution, delivery and performance of this Agreement by such Investor 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 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."], "obj_label": "Representations", "id": "7b340f82-1243-42ab-b48f-2b6f4ff6dacb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company represents and warrants to the Investor Group as follows: (a) the Company 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 and (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 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."], "obj_label": "Representations", "id": "7bfb58d8-8b02-48c5-aef4-7ba15a1a5467", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company represents and warrants to the Engaged Group that: (a) the Company has the corporate power and authority to execute this 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 (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company; (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could 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, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound; or (iii) result in or constitute a change in control for purposes of any of the Company\u2019s existing severance, compensation or change in control agreements and arrangements."], "obj_label": "Representations", "id": "80d6bdaa-4a1b-4765-9b6a-208d83fccc72", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive acknowledges that (a) he or she has been represented by independent counsel of his or her own choosing concerning this Agreement and has been advised to do so by the Company, and (b) he or she has read and understands this Agreement, is competent and of sound mind to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on his or her own judgment and without duress."], "obj_label": "Representations", "id": "a13b1e35-349c-4bb5-872d-de82cc6d578d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Sellers represents and warrants, to and for the benefit of the Buyer Indemnitees, that the statements in this Section\u00a02 are true and correct as of the date of this Agreement and as of the Closing Date, except as set forth in the schedules accompanying this Section\u00a02 (each, a \u201c Schedule \u201d and, collectively, the \u201c Disclosure Schedules \u201d). Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement."], "obj_label": "Representations", "id": "87df3e85-6187-4738-b411-1549a278d294", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the representations and warranties made by any Loan Party pursuant to this Agreement and in any other Loan Document to which it is a party, shall, except to the extent that they relate to a particular date (in which case, they shall be true and correct as of such specified date), be true and correct in all material respects on and as of such date as if made on and as of such date."], "obj_label": "Representations", "id": "22b3bdf4-39b9-4217-9449-41819abf1690", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties made by the Company in Section\u00a012.2 of the Collaboration Agreement shall be true and correct as of the Closing Date as though made on and as of such Closing Date, except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date; provided , however , that for purposes of this Section 6.2, all such representations and warranties of the Company shall be deemed to be true and correct for purposes of this Section 6.2 unless the failure or failures of such representations and warranties to be so true and correct, without regard to any \u201cmaterial\u201d or \u201cmateriality\u201d qualifiers set forth therein, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect."], "obj_label": "Representations", "id": "a5b9a801-8096-4946-9a3c-007d69a1401e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nYou represent and warrant to the Company that (a) you have the legal right to enter into this Agreement and to perform all of the obligations on your part to be performed hereunder in accordance with its terms, and (b) you are not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent you from entering into this Agreement or performing all of your duties and obligations hereunder."], "obj_label": "Representations", "id": "7a86775c-4fbc-4130-b714-d8cfb35a2069", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee agrees, represents, and certifies that: (i) Employee has been advised in writing by Adient to consult with an attorney prior to executing this Agreement; (ii) Employee has been advised in writing by Adient that Employee had at least twenty-one (21) days within which to consider this Agreement; (iii) Employee has returned to Adient all items of personal property that are the property of Adient; (iv) Employee has returned to Adient all records, files, manuals, reports, notes or any other documents or materials, whether in written, electronic or other form, and whether prepared by Employee or others (including any copies of the same), which contain confidential, proprietary or other information regarding Adient, any Affiliated Entity or the businesses of Adient or any Affiliated Entity; and (v) Employee has been paid all compensation and received all benefits due to Employee as a result of Employee\u2019s employment with Adient or any Affiliated Entity."], "obj_label": "Representations", "id": "503e7a0a-65b1-42da-813b-bbea8da96b1d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee represents and warrants to the Company that he is not subject to any agreement restricting her ability to enter into this Agreement and fully carry out her duties and responsibilities hereunder. Employee hereby indemnifies and holds the Company harmless against any losses, claims, expenses (including reasonable attorneys\u2019 fees), damages or liabilities incurred by the Company as a result of a breach of the foregoing representation and warranty."], "obj_label": "Representations", "id": "516d0484-5359-4efb-8741-32c575a702fb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Member hereby represents and warrants to the Company and acknowledges that: (a) such Member has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (b) such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (c) such Member is acquiring Units in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof; (d) the Units (and underlying membership interests) in the Company have not been registered under the securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with; (d) the execution, delivery and performance by such Member of this Agreement has been duly authorized by such Member and does not require such Member to obtain any consent or approval that has not been obtained and do not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (e) the determination of such Member to purchase or receive Units in the Company has been made by such Member independently of any other Member and independently of any statements or opinions as to the advisability of such purchase or receipt as to the properties, business, prospects or condition (financial or otherwise) of the Company that may have been made or given by any other Member or by any agent or employee of any other Member; and (f) this Agreement is valid, binding and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors\u2019 rights or general equity principles (regardless of whether considered at law or in equity)."], "obj_label": "Representations", "id": "727c7409-0836-4dd3-adc3-000038b0707e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nStarboard represents and warrants to the Company that (a) the authorized signatories of Starboard set forth on the signature pages hereto have the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Starboard thereto, (b) this Agreement has been duly authorized, executed and delivered by Starboard, and is a valid and binding obligation of Starboard, enforceable against Starboard 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) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Starboard as currently in effect, (d) the execution, delivery and performance of this Agreement by Starboard does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Starboard, 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 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, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, (e) as of the date of this Agreement, Starboard\u2019s Ownership is 2,369,100 shares of Common Stock and (f) as of the date hereof, and except as set forth in clause (e) above, Starboard does not currently have, and does not currently have any right to acquire, any interest in any securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement)."], "obj_label": "Representations", "id": "c0c15cf8-4f0c-4c3e-86a3-63d32667613b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party represents and warrants to the other party that, to its actual knowledge as of the date hereof: (i) Landlord and Tenant are in full compliance with all terms, covenants and conditions of the Lease; (ii) there are no breaches or defaults under the Lease by either party; and (iii) such party knows of no events or circumstances which would constitute a default under the Lease."], "obj_label": "Representations", "id": "8bcfec30-3d1a-4c67-84e2-1b0703bdc37f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn making this offer of employment, the Company has relied on your representations that (a)\u00a0you are not subject to any non-competition arrangement or other restrictive covenants that might affect your employment by the Company as contemplated by this letter, (b)\u00a0you shall not disclose to the Company any proprietary or confidential information belonging to any other party, (c)\u00a0you are free to accept this offer of employment and to perform the duties contemplated herein and commensurate with the offered position and (d)\u00a0your employment with the Company will not violate or conflict with any other obligation or arrangement to which you are a party."], "obj_label": "Representations", "id": "c59357b6-0f90-436b-b0a1-1007a78db782", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive represents and warrants to the Company that: (a) he has full power and authority to enter into this Agreement, (b) the execution and delivery of this Agreement and the performance of his duties hereunder shall not result in a breach of, or constitute a default under, any agreement or obligation to which he may be bound or subject, (c) this Agreement represents a valid, legally binding obligation on him and is enforceable against him in accordance with its terms except as the enforceability of this Agreement may be subject to or limited by general principles of equity and by bankruptcy or other similar laws relating to or affecting the rights of creditors generally, and (d) the Executive has resigned from all positions as an employee, officer, director or executive of prior employers."], "obj_label": "Representations", "id": "2d900636-b27f-4038-b21e-8f2a51c071a4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny representation, warranty or certification made by any Seller Party to Buyer under this Agreement or any Transaction Document (other than any representation contained in Article 9(s)) shall have been incorrect or untrue when made or repeated or deemed to have been made or repeated in any material respect and, to the extent that such incorrect or untrue representation is capable of being cured by Seller, such breach is not cured by Seller within five (5)\u00a0Business Days after the earlier of receipt of written notice thereof from Buyer or Seller\u2019s Knowledge of such incorrect or untrue representation."], "obj_label": "Representations", "id": "d04c3b36-84ed-476c-8ff3-e5a0b81e7035", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSellers and CGI expressly acknowledge and agree that the restrictions set forth herein are reasonable in all respects and are no greater than necessary to protect Buyer\u2019s and its Affiliates\u2019 legitimate business interests, including the preservation of trade secrets, valuable confidential and professional information, and the goodwill that Sellers are conveying to Buyer under this Agreement. Sellers and CGI further acknowledge and agree that the Restricted Territory and Restricted Period represent a reasonable geographic area and time frame and that the Business and Buyer do business throughout the Restricted Territory as of the date hereof.\u00a0 Further, Sellers acknowledge that Buyer would not proceed with the closing of the transactions contemplated hereby without receiving the full scope of the protections provided for hereunder and that any lesser geographic restriction or time restriction would not adequately protect Buyer."], "obj_label": "Representations", "id": "31f68966-1e37-4a8f-9f7f-1dc6b5fcbe10", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company represents and warrants to each of the Stockholders that (a)\u00a0the Company is duly authorized to execute, deliver and perform this Agreement; (b)\u00a0this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; and (c)\u00a0the execution, delivery and performance by the Company of this Agreement does not violate or conflict with or result in a breach by the Company of or constitute (or with notice or lapse of time or both would constitute) a default by the Company under the Certificate of Incorporation or By-Laws, any existing applicable law, rule, regulation, judgment, order, or decree of any Governmental Entity exercising any statutory or regulatory authority of any of the foregoing, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or Affiliates or any of their respective properties or assets, or any agreement or instrument to which the Company or any of its Subsidiaries or Affiliates is a party or by which the Company or any of its Subsidiaries or Affiliates or any of their respective properties or assets may be bound."], "obj_label": "Representations", "id": "a62d6e8f-8ea8-4a49-87c9-9aaa4f56ce2f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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. 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."], "obj_label": "Severability", "id": "3aed7754-fce2-4e2e-98c1-28f17bc4578a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Program or the application of any provision to any person or any circumstances shall be determined to be invalid or unenforceable, then such determination shall not affect any other provision of this Program or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect. It is the intention of the Employer that if any provision of this Program is susceptible of two or more constructions, one of which would render the provision enforceable and other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable."], "obj_label": "Severability", "id": "9471595e-c1e9-4b48-8c16-b8da2528dfbb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 \u00a09.07 , 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."], "obj_label": "Severability", "id": "5694ee51-c76a-41cb-8142-39a8c9b886ac", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term or other provision of this Agreement is held to be 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 is not affected in any manner materially adverse to any party. Upon a 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."], "obj_label": "Severability", "id": "4a815cbf-0086-4f80-a347-987b1d975c47", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event any one or more of the provisions contained in this Guarantee Agreement 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 (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). 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."], "obj_label": "Severability", "id": "cd7651fa-d00e-4772-a192-d6d7ca1537b9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that any provision of this Agreement shall be deemed by any tribunal of competent jurisdiction to be unenforceable, it shall be modified as necessary to render it enforceable to the maximum extent permissible, and shall be enforced accordingly. In the event that, notwithstanding the foregoing, a tribunal of competent jurisdiction shall refuse to enforce any of the provisions contained in this Agreement, the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision, and 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."], "obj_label": "Severability", "id": "b7b98c00-78f9-403f-83a2-f4e6bd4ffa4e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Agreement is adjudged to be invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of this Agreement, and the provision shall be reformed to the fullest extent possible or if reformation of such provision is deemed impossible such provision shall be severed from this Agreement, but the remainder of this Agreement shall remain in full force and effect."], "obj_label": "Severability", "id": "f0af04a1-a098-446a-aabd-ade1ad0ed145", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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, 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 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, 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."], "obj_label": "Severability", "id": "f253bb37-f856-4cf2-9bc0-be5872637914", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein."], "obj_label": "Severability", "id": "108f1ce6-8b9b-4241-b5fd-4fa391b39919", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term or provision of the Award Documentation 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 (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of the Award Documentation and the grant of Stock Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of the Award Documentation and the Award hereunder shall remain in full force and effect)."], "obj_label": "Severability", "id": "e19c38e8-6c82-4f0d-ac21-a4d0b84675c4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void."], "obj_label": "Severability", "id": "3e5c27eb-81f4-4ee2-a0d0-9087ab6b55c7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever 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 unenforceable or invalid under applicable law, such provision shall be ineffective only to the extent of such unenforceability or invalidity (and for purposes only of such applicable law), and the remaining provisions of this Agreement shall continue to be binding and in full force and effect."], "obj_label": "Severability", "id": "b95eda8a-84ac-46d4-b7f5-234f8ca77670", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible."], "obj_label": "Severability", "id": "5750eb91-e372-4620-a03e-c39eb71c59aa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny provision of this Agreement held to be invalid, illegal, or unenforceable in any jurisdiction will, 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 will not invalidate such provision in any other jurisdiction."], "obj_label": "Severability", "id": "dc693b5d-7be4-49ff-9ff8-78765e10f645", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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 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."], "obj_label": "Severability", "id": "021d1fae-1ea9-4d07-b704-8f58dae6104a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Sub-Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Employee, such invalidity, illegality or unenforceability will not affect the remaining parts of the Sub-Plan, and the Sub-Plan will be construed and enforced as to such jurisdiction or Employee as if the invalid, illegal or unenforceable provision had not been included."], "obj_label": "Severability", "id": "e9998a60-5183-48a4-a8a6-ec914d61c046", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event any one or more of the provisions contained in this Credit 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 (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). 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."], "obj_label": "Severability", "id": "bf28070d-32d9-4e4c-a5ec-1a87f799a069", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to the Agreement; provided that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 of the Agreement to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable."], "obj_label": "Severability", "id": "7e52a02f-3397-4160-86d9-dc62986d7cb8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision hereof should be held invalid, illegal or unenforceable in any jurisdiction, then the Parties will negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intentions of the Parties hereto as nearly as may be possible. Such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of such provision in any other jurisdiction."], "obj_label": "Severability", "id": "283dc853-18c4-465a-b1a8-5346d3e2a0f0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect."], "obj_label": "Severability", "id": "edaa273b-c119-4b48-ad3f-43d788b3b232", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as expressly provided to the contrary herein, each Article, Section, term and provision of this Agreement, and any portion thereof, shall be considered severable and if for any reason any such portion of this Agreement is held to be invalid, contrary to, or in conflict with any applicable present or future law or regulation in a final, un-appealable ruling issued by any court, agency or tribunal with competent jurisdiction, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise intelligible, which shall continue to be given full force and effect and binding upon the parties hereto, although any portion held to be invalid shall be deemed not to be part of this Agreement."], "obj_label": "Severability", "id": "335e9b5f-5316-4f00-8f8b-6366d4dc9f8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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. Further, the captions of this Agreement are for convenience of reference and not part of the provisions hereof and shall have no force and effect."], "obj_label": "Severability", "id": "baf63f6f-a879-413e-832e-a3dbe81a388a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding 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 shall be held invalid, illegal, or unenforceable in any respect, such provision shall 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, shall not in any way be affected or impaired thereby."], "obj_label": "Severability", "id": "d1f56d95-330c-4b52-9d70-3dd2310ca357", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever 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 or unenforceable in any respect under any applicable law, such invalidity or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced as if such invalid or unenforceable provision had never been contained herein."], "obj_label": "Severability", "id": "127bbc8b-bbaa-4219-97ef-e9b880f473f1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf, for any reason, any provision hereof shall be determined to be invalid or unenforceable, the validity and effect of the other provisions hereof shall not be affected thereby. Whenever possible, each provision of this Agreement will 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 any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. If any court determines that any provision of this Agreement is unenforceable but has the power to reduce the scope or duration of such provision, as the case may be, such provision, in its reduced form, shall then be enforceable."], "obj_label": "Severability", "id": "6a75559a-fd27-4abc-93a7-8be191f21817", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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). 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 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 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."], "obj_label": "Severability", "id": "65b32d24-5049-478d-ba93-5c7364d10930", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was not contained herein."], "obj_label": "Severability", "id": "83953edb-ff55-4697-812b-51fca989a3e4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Agreement or the Indenture is held to be illegal, invalid or unenforceable, (a)\u00a0the legality, validity and enforceability of the remaining provisions of this Agreement and the Indenture 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 The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction."], "obj_label": "Severability", "id": "89776b72-e8c1-4b4e-91b2-ba620a96e4d6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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, impaired or invalidated."], "obj_label": "Severability", "id": "feeb9465-024a-4fc1-990c-fc4409ae0ee3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll the terms and provisions of this Award Agreement are distinct and severable, and if any term or provision is held unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it shall to that extent be deemed not to form part of this Award Agreement, and the enforceability, legality and validity of the remainder of this Award Agreement will not be affected; if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it valid, enforceable and legal."], "obj_label": "Severability", "id": "1c6fde84-c31f-4271-a9cb-655a47ff5225", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall 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. If the final judgment of a court or arbitrator of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court or arbitrator making such determination shall have the power to limit 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. In the event such court or arbitrator does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term."], "obj_label": "Severability", "id": "451ee160-c286-48ff-9cce-b5f5b8c23ee4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever 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 in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable."], "obj_label": "Severability", "id": "a1ae1c24-e63c-4dc3-b240-f485b7d24cdc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Agreement is invalid, illegal or unenforceable, the balance of this Agreement shall remain in effect. 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 contemplated hereby be consummated as originally contemplated to the greatest extent possible."], "obj_label": "Severability", "id": "c19bcb6c-1fcf-4225-b73e-1d5321469ab5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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 or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction 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 Transaction is consummated as originally contemplated to the greatest extent possible."], "obj_label": "Severability", "id": "891f7e26-fddd-4d8b-9b97-d4c12fbb219c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Section 5 is determined to be invalid, illegal or unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision shall be severed from this Agreement to the extent unenforceable. In this regard, Employer and Employee hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the geographic restrictions, any prohibited business activity or any time period from the coverage of this Section 5 and to apply the provisions of this Section 5 to the remaining portion of the geographic restrictions, the remaining business activities and the remaining time period not so severed by such judicial authority."], "obj_label": "Severability", "id": "6f118f7f-46a4-480a-9185-e6826185bc86", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf a judicial or arbitral determination is made that any of the provisions of this Section\u00a0\u200e10 constitutes an unreasonable or otherwise unenforceable restriction against Executive the provisions of this Section\u00a0\u200e10 shall be rendered void only to the extent that such judicial or arbitral determination finds such provisions to be unreasonable or otherwise unenforceable with respect to Executive.\u00a0\u00a0In this regard, Executive hereby agrees that any judicial or arbitral authority construing this Agreement shall sever or reform any portion of the Territory, any prohibited business activity or any time period from the coverage of this Agreement to allow the covenants in this Section\u00a0\u200e10 to be enforced to the maximum extent authorized by law, and shall then enforce the covenants in this Section\u00a0\u200e10 as so severed or reformed."], "obj_label": "Severability", "id": "14727a40-478a-49b0-923a-90f04e6aea62", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach provision of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof.\u00a0 In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intent of the Parties hereto to the extent permissible under law."], "obj_label": "Severability", "id": "bfe4e611-fb8d-4435-9577-036390028484", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced as though the invalid, illegal or unenforceable provision had never been herein contained."], "obj_label": "Severability", "id": "30b507a4-218c-45a0-8239-45134546b388", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of this Agreement are severable. If any provision of this Agreement is held to be unenforceable or invalid by a court or other tribunal of competent jurisdiction, it shall be severed and shall not affect any other part of this Agreement, which will be enforced as permitted by law. Provided, however, that to the extent such invalid provision can be rendered valid by modification, you agree that the court or tribunal shall so modify such provision so as to render it valid and enforceable to the fullest extent permitted by law."], "obj_label": "Severability", "id": "b0b323dd-f1fe-4547-8dd5-c0dba9e3b69b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach clause of this Agreement and Section constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of NCR\u2019s interests. If any part or clause of this Section 10 is held unenforceable, it shall be severed and shall not affect any other part of Section 10 and this Agreement."], "obj_label": "Severability", "id": "f12eceeb-005a-4ae6-9afa-c165821e556e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction."], "obj_label": "Severability", "id": "9987eb51-5445-4ff2-9ea3-b988d62f7c1d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGrantee acknowledges and agrees that the covenants set forth in Section 16 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."], "obj_label": "Severability", "id": "ef86cf58-20ef-4ec8-a0c7-b441718f6b07", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term of the Series B Preferred Stock set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other terms set forth herein which can be given effect without the invalid, unlawful or unenforceable term will, nevertheless, remain in full force and effect, and no term herein set forth will be deemed dependent upon any other such term unless so expressed herein."], "obj_label": "Severability", "id": "e5276663-e346-40ab-8402-e091027b540a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn case any provision in this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. If Contractor\u2019s obligation to pay any Liquidated Damages under this Agreement is, or becomes, void or unenforceable (either in whole or in part) for any reason, then Owner shall, to the extent of the voidness or unenforceability, be entitled to claim unliquidated damages at law in relation to any relevant delay or other matter which would otherwise have been the subject of the liquidated damages, provided that Contractor\u2019s aggregate liability for Liquidated Damages and unliquidated damages in respect of such relevant delay or such other matter shall not exceed the applicable amount of Liquidated Damages agreed under this Agreement in respect thereof; provided further that this Section 20.7 shall not impose any greater liability upon Contractor than would otherwise have been imposed pursuant to the applicable Liquidated Damages."], "obj_label": "Severability", "id": "e2da006e-b558-48c3-8521-bb038064e89c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. To the extent any provision of this Agreement or a Prohibited Activity (as defined herein) is deemed to be unenforceable as written but could be made enforceable by way of modification or reformation, then it is the intent of the parties that such provision be modified or reformed to make it enforceable to the fullest extent permitted by law."], "obj_label": "Severability", "id": "7f563c8e-7f72-430e-b2da-6d2ed319a297", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf a court determines that any provision of this Agreement or portion thereof is invalid or unenforceable, any invalidity or unenforceability will affect only that provision or portion of that provision and shall not make any other provision of this Agreement invalid or unenforceable. Instead, the court shall modify , amend or limit the provision or portion thereof to the extent necessary to render it valid and enforceable."], "obj_label": "Severability", "id": "87d82bca-5188-4eea-a597-d7920c18c962", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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.\u00a0 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)."], "obj_label": "Severability", "id": "49e2080e-d71a-4d7e-8bbe-6aa70436432e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Agreement, or any part thereof, is held by a court or other authority of competent jurisdiction to be invalid or unenforceable, the parties agree that the court or authority making such determination will have the power to reduce the duration or scope of such provision or to delete specific words or phrases as necessary (but only to the minimum extent necessary) to cause such provision or part to be valid and enforceable. If such court or authority does not have the legal authority to take the actions described in the preceding sentence, the parties agree to negotiate in good faith a modified provision that would, in so far as possible, reflect the original intent of this Agreement without violating applicable law."], "obj_label": "Severability", "id": "f0523380-1079-472e-9da4-4ab14b554f57", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement, as applicable, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement."], "obj_label": "Severability", "id": "086cea8d-7b13-467b-9e71-c42a2e2028fb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of this Agreement are severable and if all or 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 shall 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 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."], "obj_label": "Severability", "id": "027b0ec9-5a8e-49b7-a921-8b63bcf18a12", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto intend and believe that each provision in this Amendment comports with all applicable local, state and federal laws and judicial decisions. However, if any provision in this Amendment is found by a court of law to be in violation of any applicable ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such provision to be illegal, void or unenforceable as written, then such provision shall be given force to the fullest possible extent that the same is legal, valid and enforceable and the remainder of this Amendment shall be construed as if such provision was not contained therein."], "obj_label": "Severability", "id": "aa5cc5c9-6377-4bbe-ae3a-0afb74906265", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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. 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."], "obj_label": "Severability", "id": "1b6fa57c-0738-48ab-9199-995a4e37a96a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any one or more of the provisions of this Agreement is held to be invalid or unenforceable, the provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof, unless the invalid or unenforceable provision is of such essential importance to this Agreement that it is to be reasonably assumed that the Parties would not have entered into this Agreement without the invalid or unenforceable provision. 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."], "obj_label": "Severability", "id": "19718bda-dc49-43cd-ba4a-cea14c40ad57", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term or provision set forth in this Security Agreement shall be held invalid or unenforceable, the remainder of this Security Agreement, or the application of such terms or provisions to persons or circumstances, other than those to which it is held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted."], "obj_label": "Severability", "id": "a8ecb750-fb0e-4add-86cb-5a8f7e9ec871", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties hereto agree that each of the provisions included in this Agreement is separate, distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision will not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this 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."], "obj_label": "Severability", "id": "a174286b-192b-4356-96a1-995373d0505d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf one (1) or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, such provision(s) shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof. 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."], "obj_label": "Severability", "id": "a69bdf0b-7a82-46ea-bd35-7d08e1438f7d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Award Agreement is held to be invalid or unenforceable under pertinent state law or otherwise or the Company elects not to enforce such restriction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be modified only to the extent necessary to render that provision valid and enforceable to the fullest extent permitted by law. If the invalid or unenforceable provision cannot be, or is not, modified, that provision shall be severed from this Award Agreement and all other provisions shall remain valid and enforceable."], "obj_label": "Severability", "id": "404c853b-9c36-4d70-bfd0-91a7d4fba58d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision 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 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)."], "obj_label": "Severability", "id": "6626f394-c639-4dae-b884-c54fe1a056f3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that any provision of this Agreement, the Note, the Warrant or any other agreement or instrument 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 this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby."], "obj_label": "Severability", "id": "6b33a772-39c8-4869-85df-c072fc2516a0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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 prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement."], "obj_label": "Severability", "id": "92c77328-3564-4b46-b6b4-d3ed441cb360", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction."], "obj_label": "Severability", "id": "371c16cc-2dbf-4b97-8eb4-aaf6c2f7fd50", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe invalidity or unenforceability of any one 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. The parties agree that in the event any of the provisions in this Agreement, interpreted in accordance with the Agreement as a whole, are found to be unenforceable by a court of competent jurisdiction, such court shall determine the limits allowable by law and shall enforce the same."], "obj_label": "Severability", "id": "4f774a8c-b0a2-4eb4-b5eb-def8cbcbfa6d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event any one or more of the provisions contained in this Agreement 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.\u00a0 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.\u00a0 Without limiting the foregoing provisions of this Section\u00a09.14 , 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 any Issuing Bank, then such provisions shall be deemed to be in effect only to the extent not so limited."], "obj_label": "Severability", "id": "12e31039-9b86-4dd0-b7cb-b6df04bff250", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhenever possible, each provision or portion of any provision of this Warrant 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 Warrant 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, and this Warrant shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein."], "obj_label": "Severability", "id": "9724cb01-3f8d-49ba-8718-cb0198443c17", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe invalidity, illegality, or unenforceability of any provision of this Agreement will not affect any other provision of this Agreement, which shall remain in full force and effect. Nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable in any respect, this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein."], "obj_label": "Severability", "id": "654a51d8-3aef-4340-896e-529c16d0ee1a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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 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 provision had (to the extent not enforceable) never been contained in this Agreement."], "obj_label": "Severability", "id": "3e44af5e-de71-4b16-a0c6-f35294b777f5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nT he i nval i d i t y or u n e n f or c e a b i l i t y of an y pro v i s i o ns of t hi s A gre e m e n t i n a n y j uris d i c t i o n w i l l n o t a ff ect the v a li d i t y , l e g al i t y or e n f o r c e a bi li t y of t h e re m a i n d er o f t hi s A gr e e m e n t i n such ju r i s d i c t i on or the v a l i d i t y , l e g a li t y or e n f or c e a bi li t y of a n y pro v i si on of t h i s A gr e e m e n t i n an y o t h e r j uris d i c t i o n , i t b eing i nt e n d e d th a t all r i g h ts a nd o b l i g a t i o ns of the p art i es h e re u n d er w i l l b e e n f or c e a b l e t o t h e f u l l est exte n t p e r m i tt e d b y la w ."], "obj_label": "Severability", "id": "9cf6d4e4-45ca-4de1-8dde-8886a9ad81b0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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. Except as provided in Section 6.7(d) , 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 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 greatest extent possible."], "obj_label": "Severability", "id": "feac172e-293a-44af-8935-10f9fb46dc06", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties. Notwithstanding any default or termination of this Agreement , any obligations and/or Privileges attached to any Common Interest Information provided pursuant to Section \u00a06.7(h) of this Agreement shall survive such default 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."], "obj_label": "Severability", "id": "83fbb3bb-98ba-46d2-8553-07665a8287d7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive 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 Restrictive Covenant. If any of the provisions of the Restrictive 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 the Company's legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable."], "obj_label": "Severability", "id": "0f2ee334-ddf4-4cf6-99de-403c45b1ed92", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall 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. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof 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."], "obj_label": "Severability", "id": "42b3ff06-a74e-48e3-92b9-363b42f25204", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Agreement or the application of any such provision to any person or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law. If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, the parties agree that the court making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties recognize that if, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement, then that invalid or unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable."], "obj_label": "Severability", "id": "33a86036-4e7d-4fa5-9e61-516f943b9998", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny term or provision of this Agreement which is invalid or unenforceable in any jurisdiction will, 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 or provisions of this Agreement in any other jurisdiction."], "obj_label": "Severability", "id": "3148ff23-0056-47d3-b130-3ac5e8db446a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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, 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 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, 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."], "obj_label": "Severability", "id": "56c8be8a-0c5c-4396-862a-f0c55ca50921", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such invalidity or unenforceability shall modify or reform this Agreement to give as much effect as possible to the terms and provisions of this Agreement. Any term or provision which cannot be so modified or reformed shall be deleted and the remaining terms and provisions shall continue in full force and effect."], "obj_label": "Severability", "id": "858e05a5-6b49-4f49-8f13-e08d5207d4da", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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. Except as provided in Section 8.05(e) 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."], "obj_label": "Severability", "id": "d05b6970-8c59-442b-b543-7be039873672", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Offer Letter shall not affect the enforceability of the remaining portions of the Offer Letter or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in the Offer Letter shall be declared invalid, the Offer Letter shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted."], "obj_label": "Severability", "id": "7614ec1c-6586-4be2-8a6c-a03c19e747c3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision of this Series\u00a0D Warrant 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 Series\u00a0D Warrant so long as this Series\u00a0D Warrant 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)\u00a0in 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.\u00a0 The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)\u00a0with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s)."], "obj_label": "Severability", "id": "ccfc54d0-6533-429c-94e4-78af967e9268", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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.\u00a0\u00a0Furthermore, 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."], "obj_label": "Severability", "id": "f5240e5b-71a3-4efb-a36e-485b1ba56418", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWherever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment."], "obj_label": "Severability", "id": "f30b079c-fcc6-4b92-8c06-608bd8144e9c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny 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 but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.\u00a0 To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect."], "obj_label": "Severability", "id": "ac03aa45-42c0-424b-9388-6d8e9d0fa73e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term, provision, or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and this shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein."], "obj_label": "Severability", "id": "7851ae8b-c5dc-4595-bcaf-69317d519767", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy in any jurisdiction, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions and the intention of the Parties with respect to the transactions contemplated hereby is not affected in any manner materially adverse to any of the Parties. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will 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."], "obj_label": "Severability", "id": "afd2a5de-bcdf-4ba6-8a8a-70ed9b496762", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn case any provision of this Agreement shall be held by a court or arbitrator with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise unenforceable, such provision shall be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby."], "obj_label": "Severability", "id": "2e5eb7a5-8869-4dd1-a010-d9578f4ee73e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties agree that each of the provisions included in this Agreement is separate , distinct and severable from the other provisions of this Agreement and that the invalidity or unenforceability of any Agreement provision will not affect the validity or enforceability of any other provision of this Agreement. Further, if any provision of this 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 will be redrawn to make the provision consistent with and valid and enforceable under the law or public policy."], "obj_label": "Severability", "id": "3024265b-1ad1-4a85-832f-7d5469cb9652", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 8.05 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 such 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."], "obj_label": "Severability", "id": "3b6f9c9c-4e20-49b8-998d-655d623b2036", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise 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, paragraph or sentence of this Agreement containing any such provision held to be invalid, void, illegal or otherwise unenforceable that is not itself invalid, void, illegal or otherwise unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such 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) to the fullest 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, void, illegal or otherwise unenforceable, that is not itself invalid, void, illegal or otherwise unenforceable) shall be construed so as to give effect to the intent manifested thereby."], "obj_label": "Severability", "id": "f91e01c1-94ef-467e-a738-eb3db95b2782", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf 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 restriction. 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."], "obj_label": "Severability", "id": "09206bf9-15b0-4139-9164-dd92f91c53d4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant."], "obj_label": "Severability", "id": "cc06bc81-bd68-46fc-ab64-423cee31bbbe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach term, condition or provision of this Agreement shall constitute an independent clause or provision severable from the remainder of the terms, conditions or provisions. In the event any provision hereof is determined to be contrary to, prohibited by or invalid under applicable law or regulation, or otherwise deemed unenforceable for any reason whatsoever, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall remain fully valid and binding and shall be given full force and effect so far as possible."], "obj_label": "Severability", "id": "6f986ccb-d71a-41ac-9e63-3da4fa75bfba", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision."], "obj_label": "Severability", "id": "5b96eac6-5784-412e-920e-92d1e4029605", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny provision in this Agreement which is prohibited or unenforceable in any jurisdiction by reason of applicable law will, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction."], "obj_label": "Severability", "id": "0371951d-0c8b-4c30-89f8-6075fa69b710", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn 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, the remaining portions of this Agreement shall remain in full force and effect and shall not be invalidated or impaired in any manner."], "obj_label": "Severability", "id": "7b1a97ad-d4ea-4b67-b616-258bbd559fcc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIt 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 or an arbitrator, as the case may be, to be invalid, prohibited or unenforceable under any present or future law, 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, and to this end the provisions of this Agreement are declared to be severable; 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 (as to geographic scope, period of duration or otherwise) 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."], "obj_label": "Severability", "id": "a4187b60-3175-425c-82af-4870fb0886a8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of this Guarantee are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Guarantee in any jurisdiction."], "obj_label": "Severability", "id": "fc389717-40ff-4013-830f-f5cf8fc52ffa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf any provisions of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable: (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents 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; 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 invalid or render unenforceable such provision in any other jurisdiction."], "obj_label": "Severability", "id": "9dbe5f42-7df6-480b-83cf-54984914c51e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIt is agreed and understood that the general rule that ambiguities are to be construed against the drafter shall not apply to this Agreement. In the event that any language in this Agreement is found or claimed to be ambiguous, each Party shall have the same opportunity to present evidence as to the actual intent of the Parties with respect to any such purportedly ambiguous language, without any inference or presumption being drawn against the purported drafter. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected. In the event that any of the provisions with respect to confidentiality, non-competition and/or non-solicitation as set forth in this Agreement are not enforceable in accordance with their terms, Executive and the Company agree that such provisions shall be reformed to make them enforceable in the manner which provides the Company with the maximum rights and protections permitted by law."], "obj_label": "Severability", "id": "6d772a8f-2a53-413b-88a6-ebc32ff29dd7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIt 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 for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 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."], "obj_label": "Severability", "id": "80e62b81-1ec9-476b-b6a3-77eb3fc6f1fc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of this Amendment are severable, and if any clause or provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Amendment in any jurisdiction."], "obj_label": "Severability", "id": "98c439c0-fcbf-41a5-be27-aeb7c687d06c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be interpreted in accordance with the laws of the State of California (except their provisions governing the choice of law).\u00a0\u00a0The Company and the Executive agree to file any claims, complaints or actions, whether \u00a0 in law or equity, arising out of the Executive\u2019 s employment with the Company with the federal courts of competent jurisdiction located in San Francisco, California, and the state courts of competent jurisdiction located in San Mateo County, State of California only, and such courts shall have exclusive jurisdiction of any such matters.\u00a0\u00a0If 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.\u00a0\u00a0If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the \u201c Law \u201d), then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance with the Law.\u00a0\u00a0All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation."], "obj_label": "Severability", "id": "cb96d54a-9884-496b-a2a2-67e166366efa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAfter giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, the Borrower is not insolvent on a balance sheet basis such that the sum of such Person\u2019s assets exceeds the sum of such Person\u2019s liabilities, the Borrower is able to pay its debts as they become due, and the Borrower has sufficient capital to carry on its business."], "obj_label": "Solvency", "id": "fdefab09-25ef-4bd9-b29c-035e27f01815", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAfter giving effect to the transactions contemplated by this Agreement and the other Loan Documents, and before and after giving effect to the making of all Loans and issuance of Letters of Credit made or to be made hereunder on any applicable date , and after giving effect to the provisions of \u00a738, the Credit Parties, taken as a whole, are Solvent."], "obj_label": "Solvency", "id": "7e88c0d1-7dae-466b-bb81-48ee1e584410", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nImmediately after giving effect to the transactions contemplated by this Agreement, Buyer will be solvent and will (a)\u00a0be able to pay its debts as they become due, (b)\u00a0own property that has a fair salable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities and obligations) and (c)\u00a0have adequate capital to carry on its business. Buyer acknowledges that, in connection with the transactions contemplated by this Agreement, (i)\u00a0no transfer of property is being made and no obligation is being incurred with the intent to hinder, delay or defraud either present or future creditors of Buyer or Seller and (ii)\u00a0Buyer has not incurred, and does not plan to incur, debts beyond its ability to pay as they become absolute and matured."], "obj_label": "Solvency", "id": "b8948b70-1553-4423-bd00-f223f8d0e50a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower (a) has not entered into the transaction contemplated by this Agreement or any Loan Document or the Environmental Indemnity with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents and the Environmental Indemnity. 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. Borrower\u2019s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted."], "obj_label": "Solvency", "id": "0ff83da8-9d89-486f-9afd-b8e572e4efa0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAssuming satisfaction of the conditions to this Agreement, and after giving effect to the transactions contemplated hereby, payment of all amounts required to be paid in connection with the consummation of the transactions contemplated hereby, and payment of all related fees and expenses, the Buyer and its respective affiliates will not be insolvent as of the Closing and immediately after the consummation of the transactions contemplated hereby."], "obj_label": "Solvency", "id": "2e2ebfe8-c113-4d8b-819a-c5f400093039", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAfter giving effect to the receipt by the Company of the proceeds from the transactions contemplated by this Agreement (a) the Company\u2019s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company\u2019s existing debts and other liabilities (including known contingent liabilities) as they mature; and (b) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction."], "obj_label": "Solvency", "id": "ef01fac3-d304-454a-af9e-54f021bff598", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0As of the Closing Date and immediately prior to the initial Borrowing, the Borrower is Solvent, each other Loan Party is Solvent, and the Consolidated Parties, on a consolidated basis, are Solvent, (b)\u00a0as of the date and immediately prior to each Subsidiary becoming a Guarantor pursuant to Section\u00a06.12 , such Subsidiary is Solvent, and (c)\u00a0following the initial Borrowing, the Borrower is Solvent, each other Loan Party is Solvent, and the Consolidated Parties, on a consolidated basis, are Solvent if the contribution rights that each such party will have against such other parties and the subrogation rights that each such party may have, if any, against the Borrower are taken into account."], "obj_label": "Solvency", "id": "8285cb67-758e-4ecc-b8a1-55ca54216f8d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower has not entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. As of the date of this Agreement and after giving effect to the transactions contemplated by the Loan Documents, including all Debt incurred thereby, the security interests granted therein and the payment of all fees, costs, expenses and the like related thereto, the Borrower and Guarantor are Solvent."], "obj_label": "Solvency", "id": "d4d313d6-ca02-4410-b374-16f923d06f32", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nImmediately after the consummation of each of the Transactions to occur on the Closing Date, after taking into account all applicable rights of indemnity and contribution, (a) \u00a0the sum of the debt (including contingent liabilities) of the Borrower and its Subsidiaries, on a consolidated basis, does not exceed the present fair saleable value of the present assets of the Borrower and its Subsidiaries, on a consolidated basis, (b) \u00a0the capital of the Borrower and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof, (c) \u00a0the Borrower and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations, beyond their ability to pay such debts as they become due (whether at maturity or otherwise) and (d) \u00a0the Borrower and its Subsidiaries, on a consolidated basis, are \u201csolvent\u201d within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this Section \u00a05.14 , 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 would reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual pursuant to Financial Accounting Standards Board Statement No. \u00a05)."], "obj_label": "Solvency", "id": "93c5fd35-942c-46df-a9b9-00eced5e630f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e ., its 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 did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year. For the avoidance of doubt any disclosure of the Borrower\u2019s ability to continue as a \u201cgoing concern\u201d shall not, by itself, be a violation of this Section 3(w)."], "obj_label": "Solvency", "id": "8bb7d90b-bc4a-4bcf-8328-be1561abc3bb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSeller is not entering into this Agreement with the actual intent to hinder, delay, or defraud any creditor of Seller.\u00a0\u00a0The remaining assets of Seller after the Closing will not be unreasonably small in relation to the business in which Seller will engage after the Closing.\u00a0\u00a0Upon and immediately following the Closing Date, after giving effect to all of the transactions contemplated by and in this Agreement (including the payment of the Purchase Price), Seller will not be insolvent and will have sufficient capital to continue in business and pay its debts as they become due."], "obj_label": "Solvency", "id": "2fa2afa4-33ba-4880-89c6-2ffcbdb9ebe2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower, nor any Guarantor, nor any Approved JV (if any) is insolvent on a balance sheet basis such that the sum of such Person\u2019s assets exceeds the sum of such Person\u2019s liabilities, the Borrower, each Guarantor and each Approved JV (if any) is able to pay its debts as they become due, and the Borrower, each Guarantor and each Approved JV (if any) has sufficient capital to carry on its business."], "obj_label": "Solvency", "id": "db12181a-9b30-4715-81d5-0009309e8637", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBased on the consolidated financial condition of the Company and its Subsidiaries taken as a whole, after giving effect to the transactions contemplated by this Agreement and the Debenture Amendments: (i) the fair saleable value of the Company\u2019s assets exceeds the amount that will be required to be paid on or in respect of the Company\u2019s existing Indebtedness and other liabilities (including known contingent liabilities) as they mature, (ii) the Company\u2019s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the date of this Agreement."], "obj_label": "Solvency", "id": "3fd7d4b3-c604-4f20-bf9e-64c4f9ff6e9a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAfter giving effect to the transactions contemplated by this Agreement and before and after giving effect to each Loan, each Loan Party is, and the Loan Parties on a consolidated basis are, Solvent. No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan 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 such Loan Party."], "obj_label": "Solvency", "id": "e014ee52-28ba-4808-9ac4-f4ea00e8cf86", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn each case with respect to the Company and its Restricted Subsidiaries on a consolidated basis: (a) The fair salable value of the business of the Company and its Restricted Subsidiaries is not less than the amount that will be required to be paid on or in respect of the probable liability on the existing debts and other liabilities (including contingent liabilities) of the Company and its Restricted Subsidiaries, as they become absolute and mature; provided that the amount of contingent liabilities at any time shall be computed as the amount that, in the 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."], "obj_label": "Solvency", "id": "1174a563-fe22-4bae-b0f9-feb1fa852b98", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSNH shall have received the written representation of FVE that FVE and its subsidiaries, on a consolidated basis, are Solvent as of the Conversion Time on a pro forma basis after giving effect to the Restructuring Transactions accompanied by a pro forma balance sheet and a pro forma liquidity forecast in reasonable detail supporting such representation and certified by FVE\u2019s chief financial officer as having been prepared in good faith based on assumptions which such chief financial officer believes to be reasonable as of the Conversion Time."], "obj_label": "Solvency", "id": "241c28bd-3a91-4481-8f31-fe651bc7af29", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company will have a negative working capital balance after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder. The current fair saleable value of the Company\u2019s assets do not exceed the amount of the liabilities of the Company. The Company has entered into new notes payable agreements since September 30, 2018, in the aggregate principal amount of approximately $2.1 million, of which approximately $1.65 million was disclosed in Note 7, Subsequent Events , included in the Company\u2019s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. The current gross notes payable outstanding balance is approximately $4.1 million, of which approximately $1.6 million is due and payable in the quarter ending March 31, 2019."], "obj_label": "Solvency", "id": "cc05cbdb-9ca1-4315-a83e-f1c6e4939352", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(i) Immediately after the consummation of the transactions to occur on the date hereof and immediately following the making of each Credit Extension and after giving effect to the application of the proceeds of such Credit Extensions, (a) the fair value of the assets of the Company and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the Company and its Subsidiaries on a consolidated basis; (b) the present fair saleable value of the Property of the Company and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Company 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; (c) the Company 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 (d) the Company 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 date hereof."], "obj_label": "Solvency", "id": "3aba803c-ac8a-449c-8387-9d7df03bfc44", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAfter giving effect to the consummation of the transactions contemplated by this Agreement, the 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 the Company or any Subsidiary of the Company."], "obj_label": "Solvency", "id": "01a3d259-4cfe-4cad-ab82-1d5ea0f286c8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nImmediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan made on the Closing Date and after giving effect to the application of the proceeds of such Loans, (a)\u00a0the fair value of the assets of each Obligor, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise, (b)\u00a0the present fair saleable value of the property of each Obligor will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c)\u00a0each Obligor will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or fall due and (d)\u00a0the Obligors, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date."], "obj_label": "Solvency", "id": "648887d7-6f16-4b8a-841a-c844a2b81f1c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOn the Effective Date and on the PNG Acquisition Closing Date, in each case, immediately after giving effect to the Transactions to occur on such date, including the making of the Loans to be made on such date and the application of the proceeds thereof, (a) the fair value of the assets of the Company and the Subsidiaries, on a consolidated basis, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of the Company and the Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liabilities on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Company and the 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 (d) the Company and the Subsidiaries, on a consolidated basis, will not have an unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and proposed to be conducted following the Effective Date or the PNG Acquisition Closing Date , as applicable.\u00a0\u00a0For purposes of this Section 3.11 , in computing the amount of the contingent liabilities of the Company and the Subsidiaries as of the Effective Date or as of the PNG Acquisition Closing Date , as applicable, such liabilities have been computed at the amount that, in light of all the facts and circumstances existing as of the Effective Date or as of the PNG Acquisition Closing Date , as applicable, re presents the amount that can reasonably be expected to become an actual or matured liability."], "obj_label": "Solvency", "id": "a9782c0e-fd02-47e9-a340-4f7458c8a732", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Consolidated Financial Covenant Entities are solvent, able to pay their debts generally as such debts mature, and have capital sufficient to carry on their business and all businesses in which they are about to engage. The saleable value of the total Consolidated assets of the Consolidated Financial Covenant Entities at a fair valuation, and at a present fair saleable value, is greater than the amount of total Consolidated obligations of the Consolidated Financial Covenant Entities to all Persons (taking into account, as applicable, rights of contribution, subrogation and indemnity with regard to obligations shared with others)."], "obj_label": "Solvency", "id": "a3440688-d10b-483a-94ff-09017372eb58", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs of the Agreement Date and after giving effect to the transactions contemplated by the Loan Documents (i)\u00a0the assets and property of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the total amount of liabilities, including contingent liabilities of the Borrower and its Subsidiaries on a consolidated basis; (ii)\u00a0the capital of the Borrower and its Subsidiaries on a consolidated basis will not be unreasonably small to conduct its business as such business is now conducted and expected to be conducted following the Agreement Date; (iii) \u00a0the Borrower and its Subsidiaries on a consolidated basis will not have incurred debts, or have intended to incur debts, beyond their ability to pay such debts as they mature; and (iv) \u00a0the present fair salable value of the assets and property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay their probable liabilities (including debts) as they become absolute and matured. For purposes of this Section, the amount of contingent liabilities at any time will be computed as the amount that, in light of all the facts and circumstances existing as such time, can reasonably be expected to become an actual or matured liability."], "obj_label": "Solvency", "id": "9756d72d-844d-4a9d-9a2c-99e1fee8479f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBoth immediately before and immediately after the consummation of the transactions contemplated hereby and by the Security Documents, (A) the fair value of the properties of each of the Company and CE will exceed its respective debts and liabilities, subordinated, contingent or otherwise; (B) the present fair saleable value of the property of each of the Company and CE will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (C) each of the Company and CE will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (D) each of the Company and CE will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed, contemplated or about to be conducted and; and (E) each of the Company and CE is \u201csolvent\u201d within the meaning given to that term and similar terms under any United States federal or state laws relating to fraudulent transfers and conveyances."], "obj_label": "Solvency", "id": "d44176b1-c4d2-4d7d-9399-688218a342d1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nImmediately after giving effect to the Transactions on the Closing Date and the making of each Loan on the Closing Date and the application of the proceeds of such Loans, (i)\u00a0Parent and any other Irish Loan Party are able to pay their debts within the meaning of Section\u00a0570 of the Irish Companies Act; (ii)\u00a0the fair value of the assets of Parent and its Subsidiaries on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (iii)\u00a0the present fair saleable value of the property of Parent and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iv)\u00a0Parent and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (v)\u00a0Parent and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital; and, with respect to a Subsidiary of Parent incorporated in England and Wales or Ireland, (vi)\u00a0it is not unable and does not admit its inability to pay its debts as they fall due, (vii)\u00a0it is not deemed to, or is not declared to, be unable to pay its debts under applicable law, (viii)\u00a0it has not suspended or threatened to suspend making payments on any of it debts and (ix)\u00a0by reason of actual or anticipated financial difficulties, it has not commenced negotiations with one or more of its creditors (excluding any Secured Party in its capacity as such) with a view to rescheduling any of its indebtedness. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability."], "obj_label": "Solvency", "id": "0b462156-3512-43d0-a57f-aaa68c4e1842", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(p) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company, or for which the Company has commitments. The Company is not in default as of the date hereof with respect to any Indebtedness."], "obj_label": "Solvency", "id": "bd69fc47-e9a3-4699-b73d-93bf5078c3e7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGuarantor is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; Guarantor is paying its debts as they become due; and Guarantor, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. Guarantor does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. Guarantor is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Guarantor or any of its assets. The Guarantor is not subject to any proceeding under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law."], "obj_label": "Solvency", "id": "46379902-cc60-499a-b7c1-742b879145ea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of Buyer and the parties named as \u201cInvestors\u201d under that certain equity commitment letter provided to Buyer and Sellers, dated as of the Agreement Date, collectively, have sufficient immediately available funds or have immediate access (not subject to any conditions that Buyer or such Investor, as the case may be, has reason to believe would not be satisfied when the payment required to be made in connection with the consummation of the Asset Purchase is required to be made) to sufficient immediately available funds through their respective existing credit facilities, or otherwise, with sufficient withdrawal capacity, as of the Agreement Date, and will have, at and as of the Closing Date, sufficient immediately available funds, in each case, to consummate the Asset Purchase and to promptly make, when due, all payments required to be made in connection with this Agreement, including payment of the Cash Balance and satisfaction of all of the Assumed Liabilities. As of the Agreement Date, Buyer has no reason to believe that the representations contained in the immediately preceding sentence will not be true at and as of the Closing Date. Immediately after giving effect to the transactions contemplated hereby, (a) Buyer and its Subsidiaries, taken as a whole, will not (i) be insolvent as defined in Section 101 of the Bankruptcy Code, (ii) have incurred Indebtedness beyond their ability to pay such Indebtedness as it matures or becomes due and (iii) have unreasonably small capital to carry on their businesses as presently conducted or as proposed to be conducted, (b) the then present fair saleable value of the assets of Buyer and its Subsidiaries, taken as a whole, will exceed the amount that will be required to pay their Liabilities (including the amount of all contingent Liabilities) and Indebtedness as it becomes absolute or matured, and (c) the assets of Buyer and its Subsidiaries, taken as a whole, at a fair valuation, will exceed their Liabilities (including the amount of all contingent Liabilities) and Indebtedness."], "obj_label": "Solvency", "id": "cf92f9c3-7c29-4245-a1e8-f713df046266", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe fair salable value of each Credit Party\u2019s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities. After giving effect to the transactions described in this Agreement and taking into account any right of contribution between the Credit Parties (but without limiting Section 13.15), (a) no Credit Party is left with unreasonably small capital in relation to its business as presently conducted, and (b) each Credit Party is able to pay its debts (including trade debts) as they mature."], "obj_label": "Solvency", "id": "18e1f258-b363-4828-bd8d-f904604d477f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nImmediately following the making of each Loan on the Effective Date and after giving effect to the application of the proceeds of such Loan on the Effective Date, (a) the fair market value of the assets of the Loan Parties (on a consolidated basis) will exceed their debts and liabilities; (b)\u00a0the present fair saleable value of the property of the Loan Parties (on a consolidated basis) will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities; (c)\u00a0the Loan Parties (on a consolidated basis) will be able to pay their debts and liabilities as they become absolute and mature; and (d)\u00a0the Loan Parties (on a consolidated basis) will not have unreasonably small capital with which to conduct their business as such business is now conducted and is proposed to be conducted following the Effective Date."], "obj_label": "Solvency", "id": "114066bc-1049-4513-9dd1-3750363f9455", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its 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 did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year. For the avoidance of doubt any disclosure of the Borrower\u2019s ability to continue as a \u201cgoing concern\u201d shall not, by itself, be a violation of this Section 3(w)."], "obj_label": "Solvency", "id": "1673e830-39e6-48ad-bc43-79d61d9ecb4f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nImmediately after the consummation of the Transactions to occur on the Effective Date, (a) the sum of the Indebtedness (including contingent liabilities) of the Borrower and its Subsidiaries, taken as a whole, does not exceed the assets of the Borrower and its Subsidiaries at a fair valuation, taken as a whole, on a going concern basis; (b) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Subsidiaries, taken as a whole, contemplated on the Effective Date and (c) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, Indebtedness including current obligations beyond their ability to pay such Indebtedness as it matures (in the ordinary course of business). For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5)."], "obj_label": "Solvency", "id": "27242df5-dc93-4105-92a3-68c13a660d10", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo step has been taken or is currently intended by any Obligor or, to the knowledge of the Obligors, any other Person for the winding-up, liquidation, dissolution or administration or for the appointment of a receiver or administrator of any Obligor for all or any of the Obligors\u2019 properties or assets. Immediately after the issuance and sale of the Notes and the Royalty Rights and the consummation of the other transactions contemplated by the Transaction Documents on the Closing Date, the Obligors taken as a whole will not be rendered insolvent within the meaning of 11 U.S.C. 101(32) or any other applicable insolvency Laws or, taken as a whole, be unable to realize upon their property and pay their debts as they mature."], "obj_label": "Solvency", "id": "562106c2-346f-4ce6-853c-4438221f119a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrowers and their Subsidiaries, taken as a whole, are solvent such that: (a) the fair value of their assets (including without limitation the fair salable value of the goodwill and other intangible property of the Borrowers and their Subsidiaries) is greater than the total amount of their liabilities, including without limitation, Guaranty Obligations, (b) the present fair salable value of their assets (including without limitation the fair salable value of the goodwill and other intangible property of the Borrowers and their Subsidiaries) is not less than the amount that will be required to pay the probable liability on their debts as they become absolute and matured, and (c) they are able to realize upon their assets and pay their debts and other liabilities and commitments (including Guaranty Obligations) as they mature in the normal course of business. The Borrowers, taken as a whole, (a) do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature, and (b) are not engaged in a business or transaction, or about to engage in a business or transaction, for which their property would constitute unreasonably small capital after giving due consideration to the prevailing practice and industry in which they are engaged."], "obj_label": "Solvency", "id": "1262bd5c-c20e-4151-82c3-fdac16296565", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAfter giving effect to the transactions contemplated by this Agreement, and before and after giving effect to each Credit Extension, the Loan Parties, on a consolidated basis, are, and will be, Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan 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 Loan Party."], "obj_label": "Solvency", "id": "9c213a8f-c349-493a-bbe2-be479f2b6a91", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower: (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor; and (b)\u00a0has 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 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 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 indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such indebtedness and liabilities as they mature."], "obj_label": "Solvency", "id": "2947c70d-f67d-447a-a443-fe19eb4bfcf8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll transfer, documentary, sales, use, stamp, registration and other such taxes (\u201c Taxes \u201d) and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the Transactions shall be paid by Buyer when due, and Buyer will, at its own expense, file all necessary tax returns and other documentation with respect to all such Taxes, fees and charges."], "obj_label": "Taxes", "id": "f779d4ca-8397-469f-b9af-371db0ad540b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) Any and all payments to the Lenders or the Administrative Agent hereunder by or on account of any obligation of the Company shall be made free and clear of and without deduction for any and all current or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) net income or franchise and similar taxes imposed on (or measured by) net income imposed on the Administrative Agent or any Lender (or participant) by the United States and any other jurisdiction as a result of a present or former connection between the Administrative Agent or such Lender (or participant) and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) (ii) any branch profits tax imposed by the United States or any similar tax imposed by any other jurisdiction in which the Company is located, (iii) taxes that are imposed under FATCA and (iv) any taxes that are attributable solely to the failure of any Lender to comply with SECTION 2.16. (g) (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, \u201c Non-Excluded Taxes \u201d and all such excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, together with any Taxes described in SECTION 2.16. (i), \u201c Excluded Taxes \u201d). If any applicable withholding agent shall be required to deduct any Non-Excluded Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased by the amount (an \u201c Additional Amount \u201d) necessary so that after making all required deductions (including deductions applicable to Additional Amounts payable under this SECTION 2.16.) such Lender or such 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) the withholding agent shall make such deductions and (iii) the applicable withholding agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law."], "obj_label": "Taxes", "id": "a23124a9-07a4-469e-90e9-d30b080b9081", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall have the right to satisfy any obligation of the Company to withhold taxes or other amounts with respect to the Stock Units by withholding Shares otherwise deliverable to the Director with respect to the Stock Units having a Fair Market Value equal to the statutory minimum amount of such tax or other withholdings.\u00a0\u00a0Furthermore, the Company may elect to deduct from any cash payment made to the Director pursuant to this Agreement the amount of any taxes or other amounts which the Company is or will be required to withhold with respect to such cash payment."], "obj_label": "Taxes", "id": "23d4df8b-2fd8-4df9-97df-f812ac0fcc7a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Holdings, the Blocked Borrower and each Restricted Subsidiary (a)\u00a0have timely filed or caused to be filed all Tax returns required to have been filed and (b)\u00a0have paid or caused to be paid all Taxes required to have been paid (whether or not shown on a Tax return) including in their capacity as tax withholding agents, except any Taxes\u00a0 (i) that are not overdue by more than 30 days or (ii) that are being contested in good faith by appropriate proceedings; provided that Holdings, the Borrower, the Blocked Borrower or such Restricted Subsidiary, as the case may be, has set aside on its books adequate reserves therefor in accordance with GAAP.\u00a0 Each of the Borrower and the Blocked Borrower is properly treated as a \u201cdisregarded entity\u201d owned by a regarded entity that is not a United States person for U.S. federal income tax purposes."], "obj_label": "Taxes", "id": "20192e04-0c29-48bb-9465-f8a007de1ee0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower will (i) timely file all tax returns (federal, state and local) required to be filed by it and (ii) pay, 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 the failure to file or pay could not reasonably be expected to have a Borrower Material Adverse Effect."], "obj_label": "Taxes", "id": "bb4163c4-5165-4da4-a908-37c87862e4c7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnited States Federal income tax returns of the Company and its Subsidiaries have been examined and closed through the Fiscal Year ended December 31, 2018. 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."], "obj_label": "Taxes", "id": "7ffc0383-f3af-4f49-a180-af12066a1bb4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Credit Party 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)\u00a0Taxes that are being contested in good faith by appropriate proceedings and for which such Person 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."], "obj_label": "Taxes", "id": "3c97e5d4-a5ff-4236-874c-ebe0f18fca85", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower shall make, and cause each Subsidiary 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 Bank, on demand, proof reasonably satisfactory to Bank indicating that Borrower or a Subsidiary has made such payments or deposits and any appropriate certificates attesting to the payment or deposit thereof; provided that Borrower or a Subsidiary 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 Borrower or such Subsidiary."], "obj_label": "Taxes", "id": "2eca1a60-f57f-4eba-acbe-36ae9e3e6dd9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may withhold or require the grantee to remit a cash amount sufficient to satisfy federal, state, and local taxes (including the participant\u2019s FICA obligation) required by law to be withheld. Further, either the Company or the grantee may elect to satisfy the withholding requirement by having the Company withhold shares of Common Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction."], "obj_label": "Taxes", "id": "718104d7-eb9c-461e-8a73-960e49a41685", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower has filed or caused to be filed all tax returns and reports required to be filed with any Governmental Authority and Borrower has paid all due and payable taxes, assessments, fees, and other governmental charges levied upon it or upon any of its Properties or income, including interest and penalties, required to be paid to any Governmental Authority. Borrower has made all required withholding deposits."], "obj_label": "Taxes", "id": "a794389e-35ee-4f13-80a1-ea7296d394d1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny and all payments by or on account of any obligation of any Credit Party hereunder or under any other 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 Credit 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) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made."], "obj_label": "Taxes", "id": "35b6b6a3-a068-4433-b586-dba94c4cfb02", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAt the time of any tax withholding event under the Plan, the Participant shall make adequate provision for the Tax-Related Items withholding obligations, if any, of the Company and/or the applicable Designated Subsidiary which arise upon such tax withholding event. The Company and/or applicable Designated Subsidiary may, but shall not be obligated to, withhold from the Participant\u2019s compensation the amount necessary to meet such withholding obligations, or may use any other method of withholding they deem appropriate and take such other action as may be necessary to satisfy withholding and/or reporting obligations for Tax-Related Items."], "obj_label": "Taxes", "id": "3a55ee71-656b-4a44-a430-85d1ec7eb923", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrowers will pay or discharge, and will cause each of the Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment or discharge is not adverse in any material respect to the Lenders."], "obj_label": "Taxes", "id": "7f6134af-2828-4314-afad-0d526ebd05cc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Servicer will (i) timely file all tax returns (federal, state and local) required to be filed by it and (ii) pay, 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."], "obj_label": "Taxes", "id": "30d1e7bc-927a-44f8-80d0-4bed95ec4a54", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSeller will be responsible for all sales, use, excise, services and other similar taxes, levies and charges not otherwise included in the Overland Charges (other than taxes based, in whole or in part, on the net income, profits or employees of Overland) imposed by applicable law on the provision of Services to Seller hereunder and upon receipt of an invoice for such taxes, levies and charges. If Overland is required to pay any such taxes, levies or charges in connection with its provision of Services under this Agreement, Seller will promptly reimburse Overland therefor or pay such amount directly to the applicable taxing authority as provided by applicable law. Overland will use commercially reasonable efforts to cooperate with Seller in filing any reasonably requested documentation and certificates that would reduce any taxes on Services or result in a refund of such taxes. Overland will be responsible for all sales, use, excise, services and other similar taxes, levies and charges not otherwise included in the Seller Charges (other than taxes based, in whole or in part, on the net income, profits or employees of Seller) imposed by applicable law on the provision of Seller Services to Overland hereunder and upon receipt of an invoice for such taxes, levies and charges. If Seller is required to pay any such taxes, levies or charges in connection with its provision of Seller Services under this Agreement, Overland will promptly reimburse Seller therefor or pay such amount directly to the applicable taxing authority as provided by applicable law. Seller will use commercially reasonable efforts to cooperate with Overland in filing any reasonably requested documentation and certificates that would reduce any taxes on Seller Services or result in a refund of such taxes."], "obj_label": "Taxes", "id": "4a9eb8c0-4812-4e36-8428-5ec30ad5aae8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nParticipant shall be solely responsible for the payment and withholding of all income, employment and other taxes attributable to Participant under this Agreement, and Participant shall timely remit all taxes to the Internal Revenue Service and any other required governmental agencies. The Participant further acknowledges and agrees that, during and after the Participant\u2019s termination of Service, Participant will indemnify, defend and hold the Company harmless from all taxes, interest, penalties, fees, damages, liabilities, o bligations, losses and expenses arising from a failure or alleged failure to make the required reports and payments for income taxes."], "obj_label": "Taxes", "id": "ee264c1b-7ccf-4094-84dc-b0071b755307", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company and its Subsidiaries have filed all United States federal Tax returns and all other material Tax returns which are required to be filed by any of them and have paid all Taxes shown to be due and payable pursuant to said returns or pursuant to any assessment received by the Company or any such Subsidiary, except such Taxes, if any, (i)\u00a0as are being contested in good faith and with respect to which adequate reserves required in accordance with GAAP have been set aside on the books of the Company or such Subsidiary, as applicable or (ii)\u00a0to the extent that the failure to file such Tax returns or pay such Taxes would not result in a Material Adverse Effect. To the best of the Company\u2019s knowledge, no Tax liens have been filed and no claims are being asserted with respect to any such Taxes other than liens for Taxes that (i)\u00a0are not overdue by more than 30 days or (ii)\u00a0are being contested in good faith and with respect to which adequate reserves required in accordance with GAAP have been set aside on the books of the Company or such Subsidiary, as applicable."], "obj_label": "Taxes", "id": "239974f5-60db-4b66-8ee2-9275b5614518", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant\u2019s social security and Medicare taxes (FICA) obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Award and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common Stock, or pay any amount of cash, otherwise required to be issued, transferred or paid pursuant to the Agreement."], "obj_label": "Taxes", "id": "d1f362a5-1325-4fb1-8de3-5cbc6cffcb71", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company will withhold from the number of shares of Common Stock otherwise issuable hereunder (including with respect to dividend equivalents) a number of shares necessary to satisfy any and all applicable federal, state, local and foreign tax withholding obligations and employment-related tax requirements (\u201cTax-Related Items\u201d). In addition, the Company (or your employer, if different) will withhold from your compensation any and all applicable Tax-Related Items in the event all or a portion of the Performance Shares are treated as taxable prior to or other than on the vesting date set forth in paragraph 2 above and the number of shares of Common Stock otherwise issuable (if any) is insufficient to satisfy such Tax-Related Items withholding obligations. Finally, you shall pay to the Company (or your employer, if different) any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock if you fail to comply with your obligations in connection with the Tax-Related Items."], "obj_label": "Taxes", "id": "d89d693a-7f45-41ec-9c31-cbaa3a9dd644", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company or an Affiliate shall deduct or withhold, or require you to remit to the Company or any Affiliate, amounts it determines are sufficient to satisfy federal, state and local taxes, domestic or other (including your FICA or other employment tax obligations or tax penalties that can be assessed against you, including but not limited to those under Code Section 409A) that the Company or any Affiliate determines is required by law or regulation to be withheld with or respect to any taxable event arising or as a result of your Award or the application of the 2017 Plan to your Award. To satisfy these withholding requirements, the Company or an Affiliate may withhold amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law. The Company will defer payment of cash or the issuance of Shares, as applicable, until this requirement is satisfied. To the extent Shares are payable to you under your Award and you are an executive officer subject to Section 16 of the Exchange Act, you may direct the Company to satisfy the withholding requirement by withholding Shares otherwise issuable to you based on the Fair Market Value of a Share on the date the taxable event with respect to your Award occurs. To the extent Shares are payable to you under your Award and you are not an executive officer subject to Section 16, the Company may elect to satisfy the withholding requirement by withholding Shares otherwise issuable based on the Fair Market Value of a Share on the date the taxable event with respect to your Award occurs."], "obj_label": "Taxes", "id": "d1be22c0-965f-4334-94ab-cb6da7eacfdf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party has reviewed with such party\u2019s tax advisors the tax consequences of the sale and purchase of the Purchased Shares. Each party is relying solely on their respective such advisors and not on any statements or representations of the Shareholders, CigaWatt or their respective agents. Each party understands that such shall be solely responsible for any tax liability that may arise for such party as a result of consummation of the sale and purchase of the Purchased Shares as contemplated by this Agreement."], "obj_label": "Taxes", "id": "e95e3d18-34bd-47ce-b1e1-e85858e3a25c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSellers have filed all federal, state and local tax returns and tax reports required by such authorities to be filed. Sellers have paid all taxes, assessments, governmental charges, penalties, interest and fines due or claimed to be due (including, without limitation, taxes on properties, income, franchises, licenses, sales and payrolls) by any federal, state or local authority. There is no pending tax examination or audit of, nor any action, suit, investigation or claim asserted or, to Sellers\u2019 Knowledge, threatened against Sellers by any federal, state or local authority. All tax returns are (and with respect to the final returns will be) at the time of filing complete and accurate and in accordance with the tax laws applicable thereto and disclose all taxes required to be paid for the periods covered thereby. Proper amounts have been collected or withheld by Sellers for all income, franchise, property, sales, employment or other taxes payable or anticipated to be payable and for the payment of all other taxes (including without limitation all employment, sales or use taxes). Proper amounts have been withheld or collected from each payment made or to be made to each employee of any Seller for all taxes required to be withheld therefrom."], "obj_label": "Taxes", "id": "1b44f54b-2bfd-4a87-a863-a6a2682a23dc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may deduct and withhold from any cash otherwise payable to the Employee such amount as may be required for the purpose of satisfying the Company\u2019s obligation to withhold federal, state or local taxes. Further, in the event the amount so withheld is insufficient for such purpose, the Company may require that the Employee pay to the Company upon its demand or otherwise make arrangements satisfactory to the Company for payment of, such amount as may be requested by the Company in order to satisfy its obligation to withhold any such taxes."], "obj_label": "Taxes", "id": "5872bbfa-ed8b-46bd-a03c-bcb25ac1d3c8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company and its Subsidiaries shall have the right to deduct from all amounts paid to the Participant in cash (whether under the Plan or otherwise) any amount of taxes required by law to be withheld in respect of the Restricted Shares under the Plan as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld. The Company may require the recipient of the Shares to remit to the Company an amount in cash sufficient to satisfy the amount of taxes required to be withheld as a condition to the issuance of shares deliverable to the Participant upon vesting of the Restricted Shares. The Committee may, in its discretion, require the Participant, or permit the Participant to elect, subject to such conditions as the Committee shall impose, to meet such obligations by having the Company sell the least number of whole Shares having a Fair Market Value sufficient to satisfy all or part of the amount required to be withheld. The Company may defer delivery of the Shares until such requirements are satisfied."], "obj_label": "Taxes", "id": "a84aa6b8-f3f3-4b91-a0a9-9a2c83c39209", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon the date of payment of the Award, Linde will deduct from the number of Shares (or other form of payment, if applicable) otherwise due the Participant, Shares (or other form of payment, if applicable) having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind required to be withheld with respect to such payment, provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on Linde. In the alternative, Linde shall have the right to require the Participant to pay cash to satisfy any applicable withholding taxes as a condition to the payment of the Award. Notwithstanding the foregoing, to the extent any employment or other taxes are due in respect of the Award prior to the payment of the Award, Linde shall have the right to require the value of such taxes to either be withheld by deducting Shares underlying the Award (as described above) or by requiring the Participant to pay cash to satisfy such applicable withholding."], "obj_label": "Taxes", "id": "4367e7d0-35dc-4a86-b1f0-b28d35cd59f5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower will, and will cause each Principal 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 Taxes imposed upon it or upon its property, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with generally accepted accounting principles or where nonpayment could not reasonably be expected to have a Material Adverse Effect."], "obj_label": "Taxes", "id": "be06d2ab-fded-4be2-8ab5-c42092d6bf49", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower and Guarantors have filed all United States federal and state income Tax returns and all other material Tax returns which are required to be filed by them and have paid all United States federal and state income Taxes and all other material Taxes due from the Borrower and Guarantors pursuant to such returns or pursuant to any material assessment received by the Borrower or any Guarantor, except for such Taxes or assessments, if any, as are being contested in good faith and as to which adequate reserves have been provided. No Tax Liens have been filed and no claims are being asserted with respect to any such Taxes that have had or would reasonably be expected to have a Material Adverse Effect."], "obj_label": "Taxes", "id": "94c0a42f-d178-4c21-92c5-7883644c07f9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nOptionee shall pay, or make arrangements acceptable to the Company for the payment of, any and all federal, state, and local tax withholding that in the opinion of the Company is required by law.\u00a0\u00a0For the avoidance of doubt, the Optionee shall be entitled to satisfy any tax withholding obligations hereunder through an election to have shares of common stock of Saia withheld from any payments under this Agreement.\u00a0\u00a0Unless Optionee satisfies any such tax withholding obligation by paying the amount in cash, by check, stock withholding, or by other arrangements acceptable to Saia, Saia shall withhold a portion of the stock payable upon an exercise equal to the tax withholding obligation.\u00a0\u00a0Any share withholding pursuant to this Section 22 is intended to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the \u201c Exchange Act \u201d), pursuant to Rule 16b-3(e) under the Exchange Act."], "obj_label": "Taxes", "id": "c1c3fdab-1976-4fff-964c-651596ea45ab", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the \u201cRequired Tax Payments\u201d) with respect to the Award. If the Employee shall fail to timely advance the Required Tax Payments, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company or any Affiliate to the Employee."], "obj_label": "Taxes", "id": "c20b1253-c1fa-4833-b4d2-9df2230af324", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Parent Borrower and its Restricted Subsidiaries has timely filed (including any available extension) 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)\u00a0Taxes that are being contested in good faith by appropriate proceedings and for which the Parent Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate accruals in accordance with GAAP (to the extent such accrual may be set up under GAAP) or (b)\u00a0to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. The charges and accruals on the books of the Parent Borrower and its Restricted Subsidiaries in respect of Taxes and other governmental charges are, in the reasonable opinion of the Parent Borrower, adequate."], "obj_label": "Taxes", "id": "f0971fc6-4a2f-4c65-a0cf-6a4fa71092bf", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Pledgor shall pay promptly when due all taxes, assessments, and governmental charges or levies imposed upon, and all claims against, the Collateral, except to the extent the validity thereof is being contested in good faith and by appropriate proceedings and in which reserves or other appropriate provisions have been made or provided therefor; provided that each Pledgor shall in any event pay such taxes, assessments, charges, levies, or claims not later than five (5)\u00a0days prior to the date of any proposed sale under any judgement, writ, or warrant of attachment entered or filed against such Pledgor or any of the Collateral as a result of the failure to make such payment."], "obj_label": "Taxes", "id": "936858c5-0926-4730-b735-5247a8da74ad", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe minimum necessary tax withholding obligation with respect to an award of PSUs will be satisfied with shares of Common Stock of the Corporation based on the Fair Market Value of the Corporation\u2019s Common Stock on the first day on which such stock is traded after a full trading day has elapsed following the release of the Corporation\u2019s annual financial information for the last year of the Performance Cycle, regardless of when any such Common Stock is actually delivered to the Participant\u2019s account. Unless otherwise determined by the Corporation, the value of any fractional share amount created as a result of withholding will be added to the federal tax withholding amount."], "obj_label": "Taxes", "id": "f8be52a7-e058-47ef-a287-81073cadb80e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Partnership and the Participant intend that (i) the OPP 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 OPP 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, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the OPP Units."], "obj_label": "Taxes", "id": "fc7ea046-4392-4dc1-a25a-d365cb502778", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments and ground rents relating to the Mortgage Loans that were due prior to the applicable Sale Date or Transfer Date, as applicable, have been timely paid by the Seller or a Prior Servicer in compliance with Applicable Requirements and Accepted Servicing Practices. There are no liens for delinquent taxes, delinquent assessments or other liens against any Mortgaged Property as of the applicable Sale Date for such Mortgage Loan."], "obj_label": "Taxes", "id": "ee3dffa1-44d9-4682-9aaf-5734ee4c1ec0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nRegardless of any action the Company or Employee\u2019s employer (the \u201cEmployer\u201d) takes with respect to any or all Tax-Related Items, Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Employee is and remains Employee\u2019s responsibility and may exceed the amount actually withheld by the Company or the Employer. Employee is also solely responsible for filing all relevant documentation that may be required of Employee in relation to his or her participation in the Plan or any Tax-Related Items, such as but not limited to personal income tax returns or any reporting statements in relation to the grant, holding, vesting, or exercise of the Option, the holding of Shares or any bank or brokerage account, the subsequent sale of Shares, and the receipt of dividends, if any. Employee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, holding, vesting, or exercise of the Option, the holding and subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Employee\u2019s liability for Tax-Related Items, or achieve any particular tax result. Employee also understands that applicable law may require varying Share or Option 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 Optionee under applicable laws. Further, if Employee has become subject to tax in more than one jurisdiction, Employee 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."], "obj_label": "Taxes", "id": "59b11eb0-d1e8-44a6-a310-41fada027599", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding anything herein to the contrary, Buyer or, if applicable, the Company, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts required to be deducted and withheld from such Person with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provision of state, local or foreign law relating to Taxes. To the extent that amounts are so withheld by Buyer or, if applicable, the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by Buyer or, if applicable, the Company. Any sales or use Tax or stamp Tax related to the sale of the Purchased Interests shall be payable by the Seller."], "obj_label": "Taxes", "id": "a62760a4-b792-4d08-878c-516d9d225a62", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Award will be made subject to any applicable withholding for taxes. The Company or the Subsidiary that employs a Grantee will have the right to deduct from any amount payable under the Plan, including delivery of Shares to be made under the Plan, all federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such payment (including social insurance contributions) and to take such other actions as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Shares are used to satisfy withholding taxes, such Shares will be valued, unless otherwise provided for in an Award Agreement, based on the Fair Market Value of the Shares on the date when the withholding for taxes is determined. The Company or the Subsidiary that employs a Grantee will have the right to require the Grantee to pay cash to satisfy withholding taxes as a condition to the payment or settlement of any amount (whether in cash or Shares) under the Plan."], "obj_label": "Taxes", "id": "efc96020-fed2-4c02-bf79-6e7cf10eea70", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower shall pay and discharge when due, and cause each of the Subsidiaries so to do, all Taxes imposed upon it or upon its property, which if unpaid would, individually or collectively, reasonably be expected to have a Material Adverse Effect or become a Lien on the property of the Borrower or such Subsidiary (other than a Lien described in clause (a) of the definition of Permitted Encumbrances), as the case may be, unless and to the extent only that such Taxes shall be contested in good faith and by appropriate proceedings diligently conducted by the Borrower or such Subsidiary, as the case may be."], "obj_label": "Taxes", "id": "7e068399-227a-4a10-bfdc-db8d7a268cc3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower shall timely file and cause each Credit Party to timely file, all required tax returns and reports and timely pay, and cause each Credit Party to timely pay, all foreign, federal, state, and local Taxes, assessments, deposits and contributions owed, and shall deliver to Agent, on demand, appropriate certificates attesting to such payments; provided , however , that a Credit Party may defer payment of any contested Taxes, so long as such Credit Party (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested Taxes from obtaining a Lien upon any of the Collateral (such contest, a \u201c Permitted Contest \u201d). Borrower shall pay, and cause each Credit Party to pay, all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. Each Credit Party and their ERISA Affiliates shall timely make all required contributions to each Pension Plan and shall maintain each \u201cplan\u201d (as defined by Section 3(3) of ERISA) in material compliance with the applicable provisions of ERISA, the Internal Revenue Code and other federal and state laws. Borrower shall give written notice to Agent and each Lender promptly (and in any event within [***] ) upon Borrower becoming aware of any (w) Credit Party\u2019s or any ERISA Affiliate\u2019s failure to make any contribution required to be made with respect to any Pension Plan not having been timely made, (x) notice of the PBGC\u2019s, any Credit Party\u2019s or any ERISA Affiliate\u2019s intention to terminate or to have a trustee appointed to administer any such Pension Plan, or (y) complete or partial withdrawal by any Credit Party or any ERISA Affiliate from any Pension Plan."], "obj_label": "Taxes", "id": "27080eb9-c2c1-452c-a52c-a0022ca8d683", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept to the extent that a failure to do so could not be reasonably expected to result in a Material Adverse Event, each of the Borrowing Parties has filed all tax returns (federal, state, and local) required to be filed, including all income, franchise, employment, Property, and sales tax returns, and has paid all of their respective liabilities for taxes, assessments, governmental charges, and other levies that are due and payable, other than taxes the payment of which is being contested in good faith and by appropriate proceedings and reserves for the payment of which are being maintained in accordance with GAAP. No Borrower knows of any pending investigation of any Borrower or any Subsidiary by any taxing authority or of any pending but unassessed tax liability of any Borrower or any Subsidiary. No Borrowing Party is party to any tax sharing agreement."], "obj_label": "Taxes", "id": "a2abe113-bd95-4d02-8bb0-ac74ac25952e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that your receipt of Performance Share Units, the vesting of Performance Share Units or your receipt of payments in respect of Performance Share Units results in income to you for federal or local taxes, the Company has the right and authority to deduct or withhold from any compensation it would pay to you (including payments in respect of Performance Share Units) an amount, and/or to treat you as having surrendered vested Performance Share Units having a value, sufficient to satisfy its withholding obligations. In its discretion, the Company may require you to deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations."], "obj_label": "Taxes", "id": "722ab9f5-2545-41d4-b6e5-ece50d26682d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPay and discharge promptly when due all material Taxes, 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 which, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided , however , that such payment and discharge shall not be required with respect to any such Tax or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, and Holdings, the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto."], "obj_label": "Taxes", "id": "fdf62d34-b14e-4b8d-aad0-f33332069b48", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company or a Subsidiary, as appropriate, shall be entitled to withhold from any RSUs that vest and from any payment (including payment of accrued dividends) made with respect to the RSUs or otherwise under the Plan to the Participant or the Participant\u2019s estate or any permitted transferee, an amount sufficient to satisfy any Tax-Related Items. Unless otherwise determined by the Committee (or a subcommittee thereof), in its sole discretion, the Company shall, in order to satisfy such Tax-Related Items, (a) in connection with the vesting of any RSUs, retain a portion of the shares of Common Stock that would otherwise be paid, and (b) in connection with the payment any accrued dividends, retain a portion of the shares of Common Stock that would otherwise be paid. As a condition to receiving this grant of RSUs, the Participant has agreed to the foregoing actions to satisfy such Tax-Related Items."], "obj_label": "Taxes", "id": "ad806e71-daf0-45d2-8b34-57365622832f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time of delivery or exercise of Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such Grants, an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. If Stock is used to satisfy tax withholding, such stock shall be valued based on the Fair Market Value when the tax withholding is required to be made."], "obj_label": "Taxes", "id": "4340c221-965b-4618-8a08-39e1fa0136a7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll payments made by the Borrower 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, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i)\u00a0net income taxes (however denominated), branch profit taxes, and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between such 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 from such Agent\u2019s or such Lender\u2019s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document); (ii)\u00a0taxes that are attributable to such Lender\u2019s failure to comply with the requirements of paragraph\u00a0(e) or (f) of this Section; (iii)\u00a0taxes that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender\u2019s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such deduction or withholding pursuant to this Section\u00a02.18; or (iv)\u00a0any U.S. federal withholding taxes imposed under FATCA. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (\u201c Non-Excluded Taxes \u201d) or any Other Taxes are required to be withheld from any amounts payable to any Agent or any Lender hereunder, the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such 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."], "obj_label": "Taxes", "id": "d1d0a44e-bb72-42bb-a211-58cc28c62b56", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPay and discharge promptly when due all material Taxes 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, which, if unpaid, might give rise to Liens upon such Property or any part thereof (except as otherwise permitted by Section\u00a06.02 hereof), unless being diligently contested in good faith by appropriate proceedings and as to which adequate reserves in an amount not less than the aggregate amount secured by such Liens have been established in accordance with GAAP; provided , however , that such contested amounts giving rise to such Liens shall be immediately paid upon commencement of any procedure or proceeding to foreclose any of such Liens unless the same shall be validly stayed by a court of competent jurisdiction or a surety bond, which is satisfactory in all respects to the Administrative Agent, is delivered to the Administrative Agent for the ratable benefit of the Lenders in an amount no less than such contested amounts."], "obj_label": "Taxes", "id": "4596f9c7-a5c9-491f-a840-92eb7edae4e2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe issuance, delivery, vesting, and retention of Stock, cash or other property under an Award are conditioned upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the Award. The Administrator will prescribe such rules for the withholding of taxes and other amounts with respect to any Award as it deems necessary. The Administrator may hold back shares of Stock from an Award or permit a Participant to tender previously-owned shares of Stock in satisfaction of tax or other withholding requirements (but not in excess of the maximum withholding amount consistent with the Award being subject to equity accounting treatment under the Accounting Rules). Any amounts withheld pursuant to this Section\u00a06(a)(6) will be treated as though such payment had been made directly to the Participant."], "obj_label": "Taxes", "id": "174e79de-dc47-4f14-b809-76c6824bf47c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower and each Subsidiary has filed or caused to be filed on a timely basis (taking into account all extensions granted by the applicable Governmental Authority) all United States federal and applicable foreign, state and local Tax returns and reports and all other Tax returns and reports which are required to be filed and have paid or caused to be paid all Taxes required to have been paid by it, except (a)\u00a0such Taxes, if any, as are being contested in good faith by appropriate proceedings as to which adequate reserves have been provided in accordance with GAAP or (b)\u00a0to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect."], "obj_label": "Taxes", "id": "af7ab2c7-c3f2-45fc-ac77-3ba3d2a382c2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSeller shall and shall cause the REO Subsidiary to pay and discharge or cause to be paid and discharged, when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits or upon any of its Property, real, personal or mixed (including without limitation, the Purchased Assets) or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, except for any such taxes, assessments and governmental charges, levies or claims as are appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are provided. Seller shall file on a timely basis all federal, and state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it."], "obj_label": "Taxes", "id": "6fff11be-d396-4746-93d8-310d4fcceb96", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company shall have the right to withhold from wages or other amounts otherwise payable to such Participant such withholding taxes as may be required by law, or to otherwise require the Participant to pay such withholding taxes. If the Participant shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the Participant\u2019s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable in connection with the Award."], "obj_label": "Taxes", "id": "0e5ada71-303f-4200-8b05-7e5d513490b9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as set forth in the SEC Documents, the Company and each of its Subsidiaries (i) has made or filed all U.S. federal and (to the Company\u2019s Knowledge, solely with respect to foreign and state income tax returns) foreign, state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has 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 (iii) has set aside on its books provision reasonably adequate for the payment of all taxes yet to become due for the periods to which such returns, reports or declarations apply. All tax returns are true and correct in all material respects. There is no liability for any tax to be imposed upon its or any of its Subsidiaries\u2019 properties or assets as of the date of this Agreement for which adequate provision has not been made. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. No material tax returns of the Company have been audited, and to the Company\u2019s Knowledge, no deficiency assessment or proposed adjustment of the Company\u2019s or the Subsidiaries material taxes is pending."], "obj_label": "Taxes", "id": "d72686bf-e127-43ee-afb5-15b2549110d4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTPC has filed all returns and reports which were required to be filed on or prior to the date hereof, and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of TPC and adequate reserves therefore have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and arc true, correct (and to the extent such returns reflect judgments made by TPC such judgments were reasonable under the circumstances) and complete in all material respects. No extension for the filing of any such return or report is currently in effect No tax return or tax return liability of TPC has been audited or, presently under audit. All taxes and any penalties. fines and interest which have been asserted to be payable as a result of any audits have been paid. TPC has not given or been requested to give waivers of any statute of limitations relating to the payment of any Taxes (or any related penalties, fines and interest). There are no claims pending for past due Taxes. All payments for withholding taxes, unemployment insurance and other amounts required to be paid for periods prior to the date hereof to any governmental authority in respect of employment obligations of TPC have been paid or shall he paid prior to the Closing and have been duly provided for on the books and records of TPC and in the financial statements of TPC."], "obj_label": "Taxes", "id": "53b7cbce-2c9d-4053-b274-e8a15d35c9e4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that the receipt, vesting or settlement of this Award results in compensation income or wages to the Participant for federal, state, local and/or foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to this Award, which arrangements include the delivery of cash or cash equivalents, Stock (including previously owned Stock, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Stock, the maximum number of shares of Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying shares and that the Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that he is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences."], "obj_label": "Taxes", "id": "012ad61f-ea20-4f3e-8db4-973d8d78e6b5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 will not be obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you will be responsible for any taxes imposed on you with respect to any such payment."], "obj_label": "Taxes", "id": "d25cc3e1-de0b-4fb6-86a3-60ea9fe638ca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPay and discharge all taxes, assessments and governmental charges or levies imposed upon them, upon their income or profits or upon any properties belonging to them, prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies when due, except that no such tax, assessment, charge, levy or claim need be paid which is being contested in good faith by appropriate proceedings as to which adequate reserves have been established, and no foreclosure, sale or similar proceedings have commenced."], "obj_label": "Taxes", "id": "ce7faa9d-9b21-4cbf-b26c-2348e1bb3225", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made pursuant to Paragraph 8 below, the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due."], "obj_label": "Taxes", "id": "272b0087-4d1f-4a89-a680-df4b1ece9931", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the \"Required Tax Payments\") with respect to the Award. The Employee may elect to satisfy his or her obligation to advance the Required Tax Payments by (a) authorizing the Company to withhold whole shares of Common Stock which otherwise would be delivered to the Employee pursuant to the Award, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award or (b) 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 date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld or delivered may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Unless other arrangements have been made to the Company\u2019s satisfaction, any fraction of a share of Common Stock which would be required to pay the Required Tax Payments shall be disregarded and the remaining amount due shall be paid in cash by the Employee. The Employee agrees that if by the pay period that immediately follows the date that the Restriction Period with respect to the Award terminates, no cash payment attributable to any such fractional share shall have been received by the Company, then the Employee hereby authorizes the Company to deduct such cash payment from any amount payable by the Company or any Affiliate to the Employee, including without limitation any amount payable to the Employee as salary or wages."], "obj_label": "Taxes", "id": "55a5cb4e-273a-4cb7-8164-cc03f68db5f4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company or any Parent or Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Parent or Subsidiary an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant\u2019s employment tax obligations) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Administrator may in its discretion and in satisfaction of the foregoing requirement elect to have the Company or any Parent or Subsidiary, as applicable, withhold shares of Stock otherwise issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value equal to the sums required to be withheld (or allow the Participant to make such an election). Notwithstanding any other provision of the Plan, the number of shares of Stock which may be withheld (or which may be delivered or returned by the Participant) in order to satisfy the Participant\u2019s federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of an Award shall be limited to the number of shares of Stock which have a Fair Market Value on the date of withholding, delivery or return 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 or such higher rate as may approved by the Administrator (which rates shall in no event exceed the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America)); provided , however , unless otherwise approved by the Administrator, to the extent such shares of Stock were acquired by the Participant from the Company as compensation, the shares of Stock must have been held for the minimum period required by applicable accounting rules to avoid a charge to the Company\u2019s earnings for financial reporting purposes; provided , further , that the number of shares of Stock withheld, delivered or returned shall be rounded up to the nearest whole share sufficient to cover the applicable tax withholding obligation to the extent rounding up to the nearest whole share does not result in the liability classification of the applicable Award under generally accepted accounting principles in the United States of America. The Administrator shall determine the fair market value of the Stock, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares of Stock to pay the exercise price or any tax withholding obligation."], "obj_label": "Taxes", "id": "e77f7702-c206-4847-8cf4-36284b3af4c5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as set forth on Schedule 8.1.16 , Seller is not actively engaged in any audit, dispute or claim now pending or threatened in writing by any governmental authority with respect to any Tax related to the Property (other than tax appeals or disputes which Seller elects to file after the Original Effective Date relating to tax periods before the Closing tax period). Except as set forth on Schedule 8.1.1 6 , Seller has not filed notices of protest or appeal against, or commenced proceedings to recover, property tax assessments against any of the Property, tax appeals or disputes which Seller elects to file after the Original Effective Date relating to tax periods before the Closing tax period)."], "obj_label": "Taxes", "id": "a829aca7-6d10-410e-a6ee-ee6a5b39ac1e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDebtor has filed or caused to be filed all tax returns required to be filed and has paid, or has made adequate provisions for the payment of, all taxes shown to be due and payable on said returns or in any assessments made against it (other than those being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside on its books) which would be material to Debtor, and no undischarged tax liens have been filed with respect thereto. The charges, accruals and reserves on the books of Debtor with respect all taxes are adequate for the payment of such taxes, and Debtor knows of no material unpaid assessment which is due and payable against Debtor except such thereof as are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside."], "obj_label": "Taxes", "id": "4a300fc0-c93b-4862-8c29-7a9acae41584", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as required by law, all payments made by the Borrowers under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income and franchise taxes imposed on the Bank by (i)\u00a0the United States of America or any political subdivision or taxing authority thereof or therein, (ii)\u00a0the jurisdiction under the laws of which the Bank is organized or in which it has its principal office or is managed and controlled or any political subdivision or taxing authority thereof or therein, or (iii)\u00a0any jurisdiction in which the Bank\u2019s lending office is located or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called \u201c Taxes \u201d).\u00a0\u00a0If any Taxes are required to be withheld from any amounts payable to the Bank hereunder, or under the Term Note, the amount so payable to the Bank shall be increased to the extent necessary to yield to the Bank (after payment of all Taxes and free and clear of all liability in respect of such Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Term Note.\u00a0\u00a0Whenever any Taxes are payable by the Borrowers, as promptly as possible thereafter, the Borrowers shall send to the Bank a certified copy of an original official receipt showing payment thereof.\u00a0\u00a0If the Borrowers fail to pay Taxes when due to the appropriate taxing authority or fail to remit to the Bank the required receipts or other required documentary evidence, the Borrowers shall indemnify the Bank for any incremental taxes, interest or penalties that may become payable by the Bank as a result of any such failure together with any actual expenses payable by the Bank in connection therewith."], "obj_label": "Taxes", "id": "be0fdebd-2104-492a-9baf-e00d6ba30b0b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as noted herein, all payments set forth in this Agreement shall be subject to all applicable federal, state and/or local withholding and/or payroll taxes, and the Company may withhold from any amounts payable to you (including any amounts payable pursuant to this Agreement) in order to comply with such withholding obligations. You acknowledge and agree that you are responsible to pay any applicable taxes on the consideration received hereunder. You acknowledge that you are not relying upon the advice or representation of the Company with respect to the tax treatment of any of the benefits set forth herein. The parties intend for the terms of this Agreement to be paid in such a manner to be compliant with Section 409A of the Internal Revenue Code of 1986, as amended (\u201cCode Section 409A\u201d), or, as applicable, to be exempt from Code Section 409A. Notwithstanding the foregoing, the Company makes no representations or guarantees with respect to the taxation of any of the payments or benefits set forth herein, including taxation pursuant to Code Section 409A."], "obj_label": "Taxes", "id": "77a40095-9e56-4e4b-b16c-4377ac4084cb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Team Member acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (\u201cTax-Related Items\u201d) legally due by him or her is and remains the Team Member\u2019s responsibility and may exceed the amount actually withheld by the Company and/or a Subsidiary to which the Team Member is providing Service (the \u201cService Recipient\u201d) and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting and/or conversion of the RSUs and issuance of Shares; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Team Member\u2019s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Team Member has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Team Member if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section."], "obj_label": "Taxes", "id": "e8a90279-45e8-487d-af1b-0ab7956aabdc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Partnership and the Participant intend that (i) the Class D 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 Class D Units, the Partnership will cause the \u201cGross Asset Value\u201d (as defined in the Partnership Agreement) of all Partnership assets to be adjusted to equal 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 and based upon a \u201cFair Market Value\u201d (as defined in the Partnership Agreement) equal to the trading price on the New York Stock Exchange of the common stock of the Company at the time of such adjustment. The Company or the Partnership may withhold from the Participant\u2019s wages, or require the Participant to pay to the Partnership, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the Class D Units."], "obj_label": "Taxes", "id": "21fa82f3-ef59-40a0-b1f3-a3ef4a694f92", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf in any year, beginning with the first Renewal Term year (each year being a \u201cSubsequent Year\u201d), Real Estate Taxes (as hereinafter defined) shall be greater than Real Estate Taxes for the Base Tax Year (as hereinafter defined), then Tenant shall pay, in addition to the Fixed Rent, and as Additional Rent for such subsequent years, an amount (\u201cTenant\u2019s Tax Payment\u201d) equal to Tenant\u2019s Proportionate Share (as hereinafter defined) of such increases, as Additional Rent."], "obj_label": "Taxes", "id": "3785a3f1-7100-4b95-9f2f-e9a4d7c4e90a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder\u2019s FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Administrator, in its discretion and in satisfaction of the foregoing requirement, may withhold, or allow a Holder to elect to have the Company withhold, Shares otherwise issuable under an Award (or allow the surrender of Shares). Unless otherwise determined by the Administrator, 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 applicable 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 s hall determine the fair market v alue of the Shares , consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless O ption or Stock Appreciation Right exercise involving the sale of Shares to pay the O ption or Stock Appreciation Right exercise price or any tax withholding obligation."], "obj_label": "Taxes", "id": "a2197547-7d77-4e4d-b417-cc48c4a3570e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGuarantor is a REIT. Seller is a disregarded entity, the income of which is included in the income of Operating Partnership for U.S. federal income tax purposes. Seller, Pledgor and Guarantor have each timely filed all required federal tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have (for all prior fiscal years and for the current fiscal year to date) timely paid all federal and other material taxes (including mortgage recording taxes), assessments, fees, and other governmental charges (whether imposed with respect to their income or any of their properties or assets) which have become due and payable, other than any such taxes, assessments, fees, or other governmental charges that are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP. There is no material suit or claim relating to any such taxes now pending or, to the Knowledge of Seller, threatened by any Governmental Authority which is not being contested in good faith as provided above."], "obj_label": "Taxes", "id": "c30c837c-4e57-48fc-a9dc-7e22c26875d1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe parties acknowledge and agree that: the form and timing of the Separation Agreement Payments and Benefits to be provided pursuant to this Agreement are intended to be exempt from or to comply with requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations thereunder (\u201cSection 409A\u201d), including the requirement for a six-month suspension on payments to \u201cspecified employees\u201d as defined in Section 409A that are not otherwise permitted to be paid within the six-month suspension period. Notwithstanding the foregoing, it is also agreed that Executive has had the opportunity to seek the advice of independent tax counsel with respect to the potential application of Section 409A to the Separation Agreement, and is not relying upon the advice of the Company or any person affiliated with the Company with respect thereto. In no event shall the Company or any person affiliated with the Company have any liability to Executive with respect to any adverse tax consequences, under Section 409A or otherwise, related to the payment of the Separation Agreement payments and benefits."], "obj_label": "Taxes", "id": "66688d47-b624-4fb7-8ae5-fb0e3f71f412", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Corporation shall reasonably determine the amount of any federal, state, local or other income, employment, or other taxes which the Corporation or any of its affiliates may reasonably be obligated to withhold with respect to the grant, vesting, payment or other event with respect to the Stock Units. Except for any employment taxes becoming due as a result of the vesting of any Stock Units, the Corporation shall withhold a sufficient number of shares of Common Stock in connection with the vesting or payment of the Stock Units at the then fair market value of the Common Stock (determined either as of the date of such withholding or as of the immediately preceding trading day, as determined by the Corporation in its discretion) to satisfy any applicable withholding obligations that arise with respect to the vesting or payment of such Stock Units. Except for any employment taxes becoming due as a result of the vesting of any Stock Units, the Corporation may take such action(s) without notice to the Grantee and shall remit to the Grantee the balance of any proceeds from withholding such shares in excess of the amount reasonably determined to be necessary to satisfy such withholding obligations. The Grantee shall have no discretion as to the satisfaction of tax withholding obligations in such manner. Upon the vesting of any Stock Units or if any withholding event occurs with respect to the Stock Units other than the vesting or payment of such units, or if the Corporation for any reason does not satisfy the withholding obligations with respect to the vesting or payment of the Stock Units as provided above in this Section 9, the Corporation shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from other compensation payable to the Grantee the amount of any such withholding obligations."], "obj_label": "Taxes", "id": "bd6acdfe-d383-4053-8c78-3d7855a821ae", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Subsidiary under whose payroll the Participant is registered shall have the right to deduct or withhold from the Performance Award or payroll of the Participant an amount sufficient to satisfy income taxes required by law to be withheld with respect to the vesting of, lapse of restrictions on, or payment of the Performance Award or to satisfy any applicable payroll deductions. The obligations of the Company under this Award Agreement will be conditioned on such arrangement and the Company or such Subsidiary 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. 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 Subsidiary under whose payroll the Participant is registered withhold from delivery shares of Company Stock in accordance with Section 12(b) of the Plan."], "obj_label": "Taxes", "id": "0b6603e6-1d9a-48c4-9cdb-5bf77fb091e7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPrior to the issuance or delivery of Common Stock in connection with the vesting of the RSUs, payment must be made by the Participant of any federal, state, local or other taxes that become due on account of the Award. Such obligations shall be satisfied by withholding whole shares of Common Stock with an aggregate Fair Market Value equal to such obligations, unless the Participant makes other arrangements for withholding with the Company. The amount that is calculated for withholding shall not exceed the maximum withholding rate. Any fractional share of Common Stock remaining shall be paid in cash to the Participant."], "obj_label": "Taxes", "id": "393cef5d-7633-42b5-9f75-eb24870e5fcd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll federal, state and local tax returns, reports, statements and other similar filings required to be filed by Seller (collectively, the \u201c Tax Returns \u201d) with respect to any federal, state or local taxes, assessments, interest, penalties, deficiencies, fees and other governmental charges or impositions (including without limitation all income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, and any other tax or similar governmental charge) (collectively, \u201c Taxes \u201d) have been filed with the appropriate governmental agencies in all jurisdictions in which such Tax Returns are required to be filed and all such Tax Returns properly reflect the Tax liabilities of Seller for the periods, property or events covered thereby, which have been paid."], "obj_label": "Taxes", "id": "6e29b9f3-24c2-4823-9c77-0efd3d13434e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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)\u00a0Taxes 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 conformity with GAAP or (b)\u00a0to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect."], "obj_label": "Taxes", "id": "fc702940-745f-409b-8ddc-cdf2af7c4738", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the knowledge of Holdings, ( 1 )\u00a0Holdings 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 )\u00a0all Taxes shown to be due and payable on such returns and ( b )\u00a0all 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 )\u00a0no 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 other than in respect of any such ( i )\u00a0Taxes with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or ( ii )\u00a0Taxes 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 Holdings or its Restricted Subsidiaries, as the case may be)."], "obj_label": "Taxes", "id": "27e240c0-2180-4509-9510-3a28cbd9e6fb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of Section 14(d)(i) of the Plan are incorporated herein by reference and made a part hereof. Except in the event the Participant consents in writing to satisfaction of any required withholding in a different manner (which may include the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) that have been held by the Participant for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP) having a Fair Market Value equal to such withholding liability), any required withholding will be satisfied by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability unless determined by the Committee not to result in adverse accounting consequences."], "obj_label": "Taxes", "id": "4a06a073-6ccf-4149-b993-47473029574c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company and the Subsidiaries each has made or filed, or caused to be made or filed, all United States federal, and applicable state, local and non-U.S. tax returns, reports and declarations required by any jurisdiction to which it is subject and has paid all taxes and other governmental assessments and charges that are material in amount, required to be paid by it, regardless of whether such amounts are shown or determined to be due on such returns, reports and declarations, except those being contested in good faith by appropriate proceedings and for which it has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and, the knowledge of the Company, there is no basis for any such claim."], "obj_label": "Taxes", "id": "5de21efb-b170-4b43-a0df-4c9ad42b5b98", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs a condition to the payment of any cash or delivery of any Shares under the Award, the Participant shall pay to the Company, or, under the then-current tax withholding section of the Plan (Section 14(d) entitled \u201cTax Withholding\u201d as of the Date of Grant), make provisions satisfactory to the Company for the payment of, all federal, state, local, and foreign taxes of any kind required by law to be withheld in respect of the payment of cash in settlement of the Deferred Cash Award or the delivery of Shares in settlement of the RSUs; provided that, unless determined otherwise by the Committee, the Company shall withhold Shares otherwise deliverable to the Participant upon settlement of the RSUs to cover all taxes due for those RSUs. The Company or any Affiliate shall have the right to withhold, or require the Participant to remit to the Company or Affiliate, an amount sufficient to satisfy all federal, state, local, and foreign taxes of any kind (including, without limitation, the Participant\u2019s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code or any other applicable law, rule, or regulation with respect to the Award and, if the Participant fails to do so, the Company may otherwise refuse to pay any cash or deliver any Shares otherwise required to be provided under this Award Agreement."], "obj_label": "Taxes", "id": "2217e1e4-07cf-4a3c-a76c-ca4023fb4cfe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept to the extent excused or prohibited by the Bankruptcy Code of the United States or not otherwise authorized by the Bankruptcy Court with respect to periods prior to the Closing Date, each of the Borrower and each of its Subsidiaries has filed or caused to be filed all material Federal, state and other Tax returns and reports 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 any the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted in each case, with respect to which adequate reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be), and no tax Lien has been filed (except for any Liens for taxes, the nonpayment of which is excused or prohibited by the Bankruptcy Code, or as permitted by Section\u00a07.1(a)), and, to the knowledge of Borrower, no claim is being asserted, with respect to any such tax, fee or other charge (other than any such Liens and claims in favor of taxing authorities outside of the United States which are not, in the aggregate, material to Borrower and its Subsidiaries taken as a whole). Neither Borrower nor any Subsidiary thereof is party to any tax sharing agreement."], "obj_label": "Taxes", "id": "9ccd0135-442a-4e55-aeff-1a68c44c16e3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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)\u00a0Taxes 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. As of the Effective Date, there are no tax sharing agreements or similar arrangements (including tax indemnity arrangements) with respect to or involving the Borrower or any of its Subsidiaries, other than tax sharing agreements between the Borrower and its Subsidiaries."], "obj_label": "Taxes", "id": "f63aa298-0dad-45d7-95a9-ea8afdbfeb7c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries have, in each case, made or filed all federal, state, foreign, local and other tax returns that are required to be made or filed by it and has paid or made provision for the payment of all taxes and other governmental assessments and charges that are material in amount.\u00a0 There are no unpaid taxes in any material amount claimed to be due by the taxing authorities of any jurisdiction."], "obj_label": "Taxes", "id": "83c43082-4cee-48c2-a3b2-0d306064d7f5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll payments to be made by the Performance Guarantor hereunder shall be made free and clear of any deduction or withholding. If the Performance Guarantor 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, the Affected Parties receive a net sum equal to the sum which it would have received had no deduction or withholding been made."], "obj_label": "Taxes", "id": "432ac735-17d7-4a00-afde-4d15659f00dd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe REIT and each Subsidiary of the REIT have filed all tax returns (federal, state and local) required to be filed on or before the date of this representation (including any future dates on which this representation is deemed to be made), including all income, franchise, employment, property and sales taxes, and have paid all of their liabilities for taxes, assessments, governmental charges and other levies that are due and payable, other than those not yet delinquent and except any such taxes, assessments, governmental charges and levies which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves in accordance with GAAP have been established."], "obj_label": "Taxes", "id": "472a0463-954f-4c45-8a5e-99c9777d4f8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee must pay, or make arrangements acceptable to the Company for the payment of any and all federal, state and local tax withholding that in the opinion of the Company is required by law. Unless Employee satisfies any such tax withholding obligation by paying the amount in cash or by check, the Company will withhold shares of Common Stock having a Fair Market Value on the date of withholding equal to the tax withholding obligation."], "obj_label": "Taxes", "id": "90fd6791-4777-42c9-a0d5-b48a74ee9bf5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Grantee of the Award shall make such arrangements as may reasonably be required by the Corporation, including transferring a sufficient number of shares of the Corporation\u2019s stock, to satisfy the income and employment tax withholding requirements that accrue upon the Award becoming vested or, if applicable, settled in shares of the Corporation\u2019s common stock (by approving this Agreement, the Committee hereby approves the transfer of such shares to the Corporation for purposes of SEC Rule 16b-3).\u00a0\u00a0Dividends declared on an unvested Award will not be paid currently.\u00a0\u00a0Instead, amounts equal to such dividends will be credited to an account established on behalf of the Grantee and such amounts will be deemed to be invested in additional shares of the Corporation\u2019s common stock (\u201cDividend Equivalents\u201d).\u00a0\u00a0Such Dividend Equivalents will be subject to the same vesting schedule to which the Award is subject.\u00a0\u00a0Upon vesting of any portion of the Award, the amount of Dividend Equivalents allocable to such Award (and any fractional share amount) will also vest and will be converted into shares of the Corporation\u2019s common stock (provided that any fractional share amount shall be paid in cash)."], "obj_label": "Taxes", "id": "62304d6e-bfdf-4789-93dc-08b635f8955a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower 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 and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any such Significant Subsidiary, except (a) any taxes that are being or promptly will be contested in good faith by appropriate actions or proceedings and for which the Borrower or such Significant Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) any tax returns or taxes to the extent that the failure to file such tax returns or pay such taxes would not reasonably be expected to have a Material Adverse Effect."], "obj_label": "Taxes", "id": "9f16692d-aa4b-4a46-a5c6-9e032954a93f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nWhen the Shares are issued as payment for exercised SARs, the Grantee will recognize immediate U.S. taxable income if the Grantee is a U.S. taxpayer. If the Grantee is a non-U.S. taxpayer, the Grantee will be subject to applicable taxes in his or her jurisdiction. The Company (or the employing parent of the Company or Subsidiary) will withhold a portion of the Shares otherwise issuable in payment for exercised SARs that have an aggregate market value sufficient to pay the federal, state and local income, employment and any other applicable taxes required to be withheld by the Company (or the employing parent of the Company or Subsidiary) with respect to the Shares, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Grantee or the Company, as applicable, with respect to the Shares on the date that the amount of tax to be withheld or remitted is to be determined. No fractional Shares will be withheld or issued pursuant to the exercise of SARs and the issuance of Shares thereunder. Notwithstanding anything herein to the contrary, the Company (or the employing parent of the Company or Subsidiary) may instead, in its discretion, withhold an amount necessary to pay the applicable taxes from the Grantee\u2019s paycheck, with no withholding of Shares. In the event the withholding requirements are not satisfied through the withholding of Shares (or through the Grantee\u2019s paycheck, as indicated above), no payment will be made to the Grantee (or his or her estate) for SARs unless and until satisfactory arrangements (as determined by the Committee) have been made by the Grantee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such SARs. By accepting this award of SARs, the Grantee expressly consents to the withholding of Shares and to any cash or Share withholding as provided for in this Paragraph\u00a010. All income and other taxes related to the SAR award and any Shares delivered in payment thereof are the sole responsibility of the Grantee. In no event will the Company reimburse the Grantee for any taxes that may be imposed on the Grantee as result of Section 409A of the Internal Revenue Code of 1986, as amended (\u201c Section 409A \u201d)."], "obj_label": "Taxes", "id": "30a7e380-09dd-47c3-a013-80d2732184b5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of Section 13(d)(i) of the Plan are incorporated herein by reference and made a part hereof. The Participant shall satisfy such Participant\u2019s withholding liability referred to in Section 13(d)(i) of the Plan by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability unless determined by the Committee not to result in adverse accounting consequences."], "obj_label": "Taxes", "id": "5bc8201f-6b27-4445-b1d0-3a4d4b109844", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll federal, and material state, local, municipal, personal property and other tax returns and reports of each Borrower Party required to be filed have been timely filed (or an extension to file the same has been lawfully obtained from the taxing authority), and all federal and other material Taxes, assessments, fees and other governmental charges (including any payments in lieu of Taxes) upon such Person and upon its properties (including each Individual Property), assets, income and franchises which are due and payable have been paid prior to delinquency. No claim that any tax is due from any Borrower Party or with respect to any property of any Borrower Party is being disputed or appealed."], "obj_label": "Taxes", "id": "a907f321-6dc5-408c-bb40-11af6a4c7dec", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGuarantor will continue to be a REIT.\u00a0 Seller will continue to be a disregarded entity for U.S. federal income tax purposes.\u00a0 Seller and Guarantor will each timely file all required federal tax returns and all other material tax returns, domestic and foreign, required to be filed by them and will timely pay all federal and other material taxes (including mortgage recording taxes), assessments, fees, and other governmental charges (whether imposed with respect to their income or any of their properties or assets) which become due and payable, other than any such taxes, assessments, fees, or other governmental charges that are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves are established in accordance with GAAP.\u00a0 Seller will provide Buyer with written notice of any material suit or claim relating to any such taxes, whether pending or, to the Knowledge of Seller, threatened by any Governmental Authority."], "obj_label": "Taxes", "id": "891e6108-8dc9-4113-a4a5-0c148af15e17", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Key Person shall be responsible for taxes due upon the settlement of any RSU granted hereunder and upon any later transfer by the Key Person of any Share received upon the settlement of an RSU; provided that, unless the Committee determines otherwise, the Company shall withhold Shares otherwise deliverable to the Key Person as a result of the vesting and settlement of the RSUs to cover all taxes due for those RSUs."], "obj_label": "Taxes", "id": "8c617de6-8f58-4663-b2e0-27d446f78f76", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nRegardless of any action the Company, any Subsidiary of the Company, or the Recipient\u2019s employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (\u201cTax\u201d) that the Recipient is required to bear pursuant to all applicable laws upon the vesting or exercise of the Options, the Recipient hereby acknowledges and agrees that the ultimate liability for all Tax is and remains the responsibility of the Recipient."], "obj_label": "Taxes", "id": "3e705a1a-2007-4ec0-912c-6944349a0b5b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAK has filed all returns and reports which were required to be filed on or prior to the date hereof and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable. or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged. the same have been properly reflected as a liability on the books and records of NC and adequate reserves therefore have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and are true, correct (and to the extent such returns reflect judgments made by AIC such judgments were reasonable under the circumstances) and complete in all material respects. No extension for the filing of any such return or report is currently in effect. No tax return or tax return liability of AIC has been audited or, presently under audit. All taxes and any penalties, lines and interest which have been asserted to be payable as a result of any audits have been paid. AIC has not given or been requested to give waivers of any statute of limitations relating to the payment of any Taxes (or any related penalties, fines and interest). There are no claims pending for past due Taxes. All payments for withholding taxes, unemployment insurance and other amounts required to be paid for periods prior to the date hereof to any governmental authority in respect of employment obligations of AIC have been paid or shall be paid prior to the Closing and have been duly provided for on the books and records of AIC and in the financial statements of AIC."], "obj_label": "Taxes", "id": "53b3a62f-337f-4628-acb8-9410c4f84ec4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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)\u00a0Taxes 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."], "obj_label": "Taxes", "id": "6b88cca1-7714-4068-915d-b11496ecd067", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Borrower and its Subsidiaries will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it or its income, profits, payroll or any property belonging to it, including without limitation all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any of its properties or assets; provided that Borrower and its Subsidiaries shall not be required to pay any such tax (other than real estate taxes which must be paid regardless of challenge), assessment, charge, levy or claim so long as (a) the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by it, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it shall have set aside on its books adequate reserves with respect thereto or (b) the nonpayment thereof would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect."], "obj_label": "Taxes", "id": "0e11a258-6d10-4a3e-961b-579483fdc847", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLicensee shall pay or reimburse Licensor for all federal, state, provincial or other local sales, use, personal property, excise or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated hereby (other than taxes on the net income of Licensor). Licensee shall hold Licensor harmless from all claims and liabilities arising from Licensee\u2019s failure to report or pay any such taxes."], "obj_label": "Taxes", "id": "41e5df28-05e8-4505-8b0a-6f99fec14ce6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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, 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 do not exceed $1,000,000 in the aggregate at any one time."], "obj_label": "Taxes", "id": "f968a078-9b29-4921-a583-018027fa57f9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Guarantor 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 Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section ), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received had no such withholding been made."], "obj_label": "Taxes", "id": "d23183e6-b03c-4dbb-8a92-9704da70b529", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTo the extent that prior to the related Purchase Date, there were any delinquent Taxes which could give rise to a lien on the related Mortgaged Property ranking prior or equal to the related Mortgage, to Parlex 2 AU\u2019s Actual Knowledge, such Taxes have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and any reasonably estimated interests and penalties thereon. For the purposes of this paragraph (9), a Tax shall not be considered delinquent until the earlier of the date on which interest and/or penalties would first be payable thereon; and the date on which enforcement action is entitled to be taken by the relevant Governmental Agency."], "obj_label": "Taxes", "id": "1622c4cf-cb46-4494-800f-7fda185facab", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy agreeing to this Agreement, the Grantee represents that he or she has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from any compensation payable to the Grantee the minimum amount of any sums required by federal, state or local tax law to be withheld (or other such sums that that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity) with respect to the Restricted Share Award."], "obj_label": "Taxes", "id": "aceba83d-d00c-41b0-b096-15b4a6fb55b7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nPledgor will, from time to time, timely pay and discharge (or cause to be paid or discharged) all taxes, assessments and other governmental charges imposed upon the Collateral or any part thereof or upon the income or profits therefrom, and also all taxes, assessments and other governmental charges imposed upon the lien or interest of Lender under this Agreement or in respect of the Collateral."], "obj_label": "Taxes", "id": "69ebbf76-99d8-4c4a-a7a4-ec1e84905914", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLoan B Final Payment . Co-Borrowers shall pay to Horizon a payment in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the \u201c Loan B Final Payment \u201d) upon the earlier of (A) payment in full of the principal balance of Term Loan B, (B) an Event of Default and demand by Horizon in writing of payment in full of Term Loan B or (C) the Term Loan Maturity Date, as applicable."], "obj_label": "Termination", "id": "bd174e3c-5496-425d-b379-87212957ac29", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe of this shall commence on the , and shall continue in full force and effect on a country-by-country, , Sunesis Product-by-Sunesis Product, -by- , BIIB062 Product-by-BIIB062 Product, and Reverted Product-by-Reverted Product basis until expiration of both \u2019 royalty payment obligations in such country with respect to such , , , or , as applicable, in each case unless earlier terminated as provided in this Article (the \u201c \u201d)."], "obj_label": "Termination", "id": "c431c3df-4072-4e7d-8926-c84847e83929", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of this Agreement shall be three (3) years from the date hereof. Latinex in its sole discretion may terminate the Agreement at anytime, provided, however, upon termination, Latinex is required to return the Collateral immediately upon such termination. In the event Latinex fails to make any payment under Section 4 of this Agreement and such non-payment continues for a period of five (5) business days at which point the Collateral will be returned to the Pledgor. Upon any such termination hereunder, Latinex will pay Pledgor $150,000 in addition to all additional fees payable hereunder."], "obj_label": "Termination", "id": "03a71f25-cc06-444b-b9b1-f401a7a70845", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding anything in this Agreement to the contrary and without limiting any other rights or remedies available to Client or any other provision of this Agreement or this Schedule, if Client reasonably believes that a Security Incident has resulted in or will result in any unauthorized access, distribution, or use of the IP, or that Vendor or any Vendor Subcontractor is not in compliance with these terms of this Schedule, Client may immediately terminate this Agreement (and shall be entitled to a pro rata refund of all prepaid fees) and Vendor shall return or destroy all IP in accordance with this Schedule and provide the required certification to Client."], "obj_label": "Termination", "id": "448697aa-69a5-4d73-9144-46eaeeed2659", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) This Agreement shall continue in effect until September 30, 2019 (the \u201cInitial Termination Date\u201d). If this Agreement is not terminated on the Initial Termination Date, as provided for herein, then, this Agreement shall automatically renew for an additional one-year period and shall continue to renew for additional one-year periods until this Agreement is otherwise terminated, as provided for herein. At any time during the term of this Agreement, CMF may elect to terminate this Agreement with effect from the first business day of any month on 30 calendar days\u2019 written notice; provided, however, that CMF may elect to immediately terminate this Agreement if (i) the Net Asset Value per Unit of the Partnership shall decline as of the close of business on any day to $400 or less; (ii) the Net Assets of the Partnership allocated to the Advisor (adjusted for redemptions, distributions, withdrawals or reallocations, if any) decline by 20% or more as of the end of a trading day from such Net Assets of the Partnership\u2019s previous highest value; (iii) limited partners owning at least 50% of the outstanding units of the Partnership (excluding units owned by CMF, an affiliate of CMF other than the Partnership, or any of their employees) shall vote to require CMF to terminate this Agreement; (iv) the Advisor fails to comply with the terms of this Agreement; (v) CMF, in good faith, reasonably determines that the performance of the Advisor has been such that CMF\u2019s fiduciary duties to the Partnership require CMF to terminate this Agreement; (vi) CMF reasonably believes that the application of speculative position limits will substantially affect the performance of the Partnership; (vii) the Advisor fails to conform to the CMF Trading Policies, as they may be changed from time to time; (viii) the Advisor merges, consolidates with another entity, sells a substantial portion of its assets, or becomes bankrupt or insolvent, (ix)\u00a0Robert Pettit, Johannes Hoff, or Filip Wuytack dies, becomes incapacitated, leaves the employ of the Advisor, ceases to control the Advisor or is otherwise not managing the trading programs or systems of the Advisor, (x) the Advisor\u2019s registration as a commodity trading advisor with the CFTC or its membership in NFA or any other regulatory authority, is terminated or suspended; or (xi) CMF reasonably believes that the Advisor has or may contribute to any material operational, business or reputational risk to CMF or CMF\u2019s affiliates.\u00a0 This Agreement will immediately terminate upon dissolution of the Partnership or upon cessation of trading by the Partnership prior to dissolution."], "obj_label": "Termination", "id": "562b5c8c-7894-468b-b228-fe8ff285c358", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement and all Ancillary Agreements may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of any other Person, including Telemynd. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties."], "obj_label": "Termination", "id": "639c3f08-301e-4c58-bc3d-b927a776f2d5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall commence on the Effective Date and terminate on the earliest to occur of (a)\u00a0the date on which this Agreement is terminated pursuant to Section \u00a03.3 , (b) the latest date on which any Service is to be provided as indicated on Schedule A or (c)\u00a0the date on which the provision of all Services has been canceled pursuant to Section \u00a03.2 (such period, the \u201c Term \u201d). The Company may extend the Term or the provision of any individual Service for an additional period requested by the Company on notice provided no less than sixty (60)\u00a0days prior to the then-current scheduled end of the Term or expiration date for such Service, in each case, for a period of time not to exceed that set forth in \u00a0Schedule A ."], "obj_label": "Termination", "id": "f82892fc-b3c1-4e7b-9135-9d24198bba16", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Board reserves the right to terminate this Plan at any time and at such times that the Board reasonably determines in its discretion is appropriate and, with respect to the Non-Grandfathered Benefit, conforms to the requirements of Code section 409A; to pay all Participants their accrued benefits in a lump sum or to make other provisions for the payment of benefits (e.g., purchase of annuities) immediately following such termination or at such time thereafter as the Board may determine."], "obj_label": "Termination", "id": "f70bc817-6852-4707-9e4b-ecfa7a6bf87d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAt 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. The Committee may provide for an alternative specified amount, percentage or multiple under specified conditions. The Committee may require that Other Stock-Based Awards that are denominated in Units be subject to restrictions imposed by the Partnership Agreement that are not inconsistent with the Plan."], "obj_label": "Termination", "id": "30bf3df0-85ca-4ae9-af64-b629910f390f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Purchaser determines to proceed with the purchase of the Property, then Purchaser shall, before the end of the Inspection Period, notify Seller and Escrow Agent in writing that Purchaser has approved all of the matters described in Section\u00a03.2 (the \u201c Approval Notice \u201d). If for any reason whatsoever Purchaser determines, in Purchaser\u2019s sole subjective discretion, that the Property or any aspect thereof is unsuitable for Purchaser\u2019s acquisition during the Inspection Period, as applicable, Purchaser shall, if it desires, be entitled to give written notice (the \u201c Inspection Objection Notice \u201d) to Seller on or before the last day of the Inspection Period of any objectionable matters (the \u201c Inspection Objections \u201d). If Purchaser delivers an Inspection Objection Notice within the time period provided, Seller may elect to: (i) cure such Inspection Objections at any time prior to Closing or (ii) take no action with regard thereto. Seller shall give Purchaser written notice of Seller\u2019s election within five (5) days after Seller\u2019s receipt of an Inspection Objection Notice from Purchaser. Seller\u2019s failure to provide such a notice within five (5) days shall be deemed to be Seller\u2019s notice that it will take no action with respect to any matters which are the subject of Purchaser\u2019s Inspection Objections. If Purchaser is dissatisfied with Seller's cure or election not to cure, Purchaser may either (i) elect to waive such Inspection Objections and proceed to Closing, or (ii) terminate this Agreement by delivering written notice to Seller within five (5) days of receiving notice of Seller\u2019s election (or of the end of Seller\u2019s period in which to so elect if no election is made by Seller) in which event Purchaser shall receive the entirety of the Deposit then held by Title Company, including any interest accrued thereon, regardless of the Inspection Period having then expired, the Agreement shall terminate and the Parties shall be relieved of any further liability or obligation hereunder except to the extent otherwise provided herein to survive termination. Purchaser shall be deemed to have elected to terminate this Agreement if either (a) Purchaser fails to timely deliver either the Approval Notice or Inspection Objection Notice as set forth herein; or (b) having delivered the Inspection Objection Notice, Purchaser fails to timely elect to waive such Inspection Objection(s) in writing as set forth herein. If this Agreement is terminated (or deemed terminated) pursuant to the foregoing provisions of this Section, or if Seller fails to complete a proposed cure to Purchaser\u2019s reasonable satisfaction, then neither Party shall have any further rights or obligations hereunder (except for any indemnity obligations in Section 3.2 and 8.1 hereof), the Deposit, and all interest thereon, shall be returned to Purchaser and each Party shall bear its own costs incurred hereunder."], "obj_label": "Termination", "id": "593a27a8-a054-4f12-aef2-d8f3af935553", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf you breach any of your obligations under this Agreement, including the Ongoing Obligations, in addition to any other legal or equitable remedies it may have for such breach, the Company shall have the right to terminate its non-wage payments to you or for your benefit under this Agreement, require the return of such payments, and/or terminate your extended option exercise period. The termination or return of such payments and/or termination of your extended option exercise period in the event of your breach will not affect your continuing obligations under this Agreement or under the Ongoing Obligations."], "obj_label": "Termination", "id": "5fd0b5d5-e1f7-4c2b-a142-4f7915cc4619", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of Executive\u2019s employment by the Bank under this Agreement shall commence on the Effective Date and shall terminate on the second anniversary of the Effective Date (the \u201cInitial Term\u201d), unless sooner terminated in accordance with the terms of this Agreement. This Agreement may be renewed for one or more additional one-year periods upon the mutual written agreement of the parties hereto at least sixty (60) days prior to the expiration of the Initial Term or any renewal thereof (any such renewal, together with the Initial Term, to constitute the \u201cEmployment Period\u201d hereunder)."], "obj_label": "Termination", "id": "ce4114bb-87ff-4fa9-a715-bd1c425b7c3e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe current term of this Agreement will conclude on March 30, 2022. Commencing on March 31, 2022, and continuing on each March 31 thereafter (in each case an \u201cAnniversary Date\u201d), this Agreement shall be extended for one additional year unless written notice that this Agreement shall not be extended is provided by the Employer to the Executive at least 60 days prior to such Anniversary Date. The initial term and any extensions thereof made pursuant to this Section 3.1 are referred to herein as the \u201cTerm.\u201d The Employer\u2019s election not to extend this Agreement shall not constitute termination of the Executive\u2019s employment for purposes of this Agreement but may constitute \u201cGood Reason\u201d as set forth herein."], "obj_label": "Termination", "id": "30efc866-56f5-428e-a3bb-dfe4fc6c9b16", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe terms of this Agreement shall commence on the Effective Date and shall continue until and including the third anniversary of the Effective Date unless earlier terminated as provided herein or extended as described in this paragraph (the \u201cInitial Term\u201d). The Initial Term shall be renewed automatically for periods of one year (each, an \u201cExtended Term\u201d) commencing at the third anniversary of the Effective Date and each subsequent anniversary thereof, unless written notice of non-renewal is given by the Company not less than 60 days prior to the end of the Initial Term or any Extended Term. As used herein, \u201cTerm\u201d shall include the Initial Term and any Extended Term, but the Term shall end upon any termination of the Executive\u2019s employment with the Company as provided herein. Notwithstanding the foregoing, in the event a Change in Control (as defined in Section 5(b)) occurs during the Initial Term or any Extended Term, the Term shall be extended until 12 months after the Change in Control."], "obj_label": "Termination", "id": "d886df9b-b097-4800-8f05-36b200683100", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach 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. 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 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."], "obj_label": "Termination", "id": "7d32f78b-47dd-4241-a962-9de53a976542", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn the event that the Closing Date does not occur on or before the date that is April\u00a019, 2019 days after the date hereof, then this Agreement and the Parties\u2019 agreements to consummate the Exchange, shall automatically terminate without further action or notice and without further obligation to any Party; provided, however, that a party hereto shall not have the right to terminate this Agreement if the failure to consummate the transactions contemplated by this Agreement shall be primarily attributable to such party\u2019s failure to satisfy its obligations hereunder."], "obj_label": "Termination", "id": "f686972e-b586-4d3c-bdd0-8f32c6fe9fc5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe employment term (the \u201c Employment Term \u201d) of Executive\u2019s employment under this Agreement shall be for the period commencing on July 16, 2018 (the \u201c Commencement Date \u201d) and ending on the third (3rd) anniversary of the Commencement Date. Thereafter, the Employment Term shall extend automatically for consecutive periods of one year unless either party provides notice of non-renewal not less than ninety (90) days prior to the end of the Employment Term as then in effect."], "obj_label": "Termination", "id": "8574b4b2-11e1-43df-9c21-8f6fba36b129", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe terms of the licenses and other grants of rights (and related obligations) under this Agreement (the \u201c Term \u201d) shall remain in effect (a)\u00a0to the extent with respect to the Patents licensed hereunder and Licensed Copyrights, on a Patent-by-Patent and Licensed Copyright-by-Licensed Copyright basis, until expiration, invalidation or abandonment of such Licensed Patent or Licensed Copyright (as applicable), (b) to the extent with respect to any Licensed Know-How, until such Licensed Know-How no longer constitutes Confidential Information; provided that , after expiration of the Term with respect to any Licensed Know-How, the licenses granted hereunder to such Know-How shall survive such expiration in perpetuity, and (c)\u00a0with respect to Business Software and AgCo Licensed Standards, in perpetuity. Notwithstanding the foregoing and anything to the contrary herein, the licenses granted in Section \u00a02.3 and rights and obligations of the Parties to the extent with respect thereto shall terminate on a Product-by-Product basis upon termination of the applicable Manufacturing Product Agreement with respect to such Product."], "obj_label": "Termination", "id": "ed298693-b82a-4ec4-a12f-880f76dab254", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Compensation and Management Development Committee of the Board may amend or terminate the Plan at any time. Notwithstanding the foregoing, the Administrative Committee may adopt any amendment to the Plan as it shall deem necessary or appropriate to (i) maintain compliance with current laws and regulations, (ii) correct errors and omissions in the Plan document, and (iii) facilitate the administration and operation of the Plan. The Administrative Committee shall notify the Management Development Committee of the Board of any such amendments to the Plan within a reasonable period of time following such amendment."], "obj_label": "Termination", "id": "4ed2510d-8e35-4d7d-9327-8b66981154ac", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement may be terminated by the Board of Directors of the Company or Banjo only in the event that the Company or Banjo, as the case may be, does not meet the conditions precedent set forth in Articles VI and VII. If this Agreement is terminated pursuant to this section, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder."], "obj_label": "Termination", "id": "f8ee2dba-126b-4e57-aa97-b44c13f862f8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof upon the earlier to occur of (a) such date and time as all of the Business Combination Agreements are terminated in accordance with their terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, [(c) if, on the Closing Date, any of the conditions to Closing set forth in Section 3 of this Subscription Agreement have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated] or (d) if the Closing does not occur on or before [March 31, 2019]; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. GTY shall promptly notify the undersigned of the termination of the Business Combination Agreements promptly after the termination thereof."], "obj_label": "Termination", "id": "50ba56ac-45c9-411d-b4d9-a2d412091605", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive\u2019s Employment shall continue under this Agreement commencing on April 16, 2019 and shall continue for one year. The term of this Agreement will be renewed for successive one-year renewal periods unless (A)\u00a0at least 60 days before the end of the initial term or a renewal term, either party gives written notice of non\u00adrenewal to the other, or (B)\u00a0Mr.\u00a0Fadel\u2019s employment is sooner terminated pursuant to Section 8 of this Agreement."], "obj_label": "Termination", "id": "f3a911e5-7d9c-4a8f-ae2c-9460cd9794dc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLandlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord pursuant to this Lease for a term (the \u201c Term \u201d) to commence on the date (the \u201c Commencement Date \u201d) of delivery of the Premises to Tenant broom clean, free of all occupants and personal property, in its \u201cas is\u201d condition, but expressly including the furniture, fixtures and equipment (\u201c FF&E \u201d) in the Premises as of the date hereof that is described on Exhibit 2.1.1 attached hereto and made a part hereof, together with existing documentation with respect to such FF&E. Landlord anticipates that the Commencement Date will occur on or about the Effective Date (the \u201c Estimated Commencement Date \u201d). Effective as of the Commencement Date, Landlord hereby transfers to Tenant all of Landlord\u2019s right, title and interest to the FF&E in its \u201cas-is\u201d, \u201cwhere is\u201d condition. When the Commencement Date has been determined in accordance with the preceding sentence, at Landlord\u2019s request, Tenant shall execute a document setting forth said date and said document shall be deemed a supplement to and part of this Lease. Landlord\u2019s failure to deliver, or delay in delivering, all or any part of the Premises by the Estimated Commencement Date, for any reason, shall not give rise to any liability of Landlord, shall not alter Tenant\u2019s obligation to accept such space when delivered, shall not constitute a default of Landlord, and shall not affect the validity of this Lease. The Term shall end on the last day of the tenth Lease Year (the \u201c Expiration Date \u201d), unless sooner terminated as herein provided."], "obj_label": "Termination", "id": "df1265a3-2d30-4ecc-837f-38929e3efe7a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding anything to the contrary contained herein, this Agreement, and all rights and obligations of the parties to this Agreement provided herein, shall terminate, and be of no further force or effect, upon the closing of a Qualifying Transaction; provided , that no such termination shall relieve any party hereto of liability for any breach or default under this Agreement by such party that occurred prior to such termination; provided , further , Section 6.12 of this Agreement shall survive any termination of this Agreement."], "obj_label": "Termination", "id": "2119fd69-e111-42aa-ae50-1e2fb0e4dd3a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate , without payment of any consideration to you. For purposes of this award of RSUs, your Service will be considered terminated as of the date you are no longer providing Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and will not be extended by any notice period mandated under local employment laws ( e.g. , Service would not include a period of \u201cgarden leave\u201d or similar period). In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred (including whether you may still be considered to be providing Services while on a leave of absence) and the effective date of such termination."], "obj_label": "Termination", "id": "97812725-28e4-407f-b4e7-7681911bbb32", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0This Agreement shall continue in effect until December\u00a031, 2019 (the \u201cInitial Termination Date\u201d). If this Agreement is not terminated on the Initial Termination Date, as provided for herein, then, this Agreement shall automatically renew for an additional one-year period and shall continue to renew for additional one-year periods until this Agreement is otherwise terminated, as provided for herein. At any time during the term of this Agreement, CMF may elect to immediately terminate this Agreement if (i)\u00a0the Net Asset Value per Unit shall decline as of the close of business on any day to $4.00 or less; (ii)\u00a0the Net Asset Value of the Partnership allocated to the Advisor through the Master Fund (adjusted for redemptions, distributions, withdrawals or reallocations, if any) decline by 50% or more as of the end of a trading day from the previous highest Net Asset Value of the Partnership; (iii)\u00a0limited partners owning not less than a \u201cMajority of Units in the Partnership\u201d (as defined in Section\u00a04(a)(1) of the Partnership Agreement) shall vote to require CMF to terminate this Agreement; (iv)\u00a0the Advisor fails to comply with the terms of this Agreement in any material respect; (v)\u00a0CMF, in good faith, reasonably determines that the performance of the Advisor has been such that CMF\u2019s fiduciary duties to the Partnership require CMF to terminate this Agreement; (vi)\u00a0CMF reasonably believes that the application of speculative position limits will substantially affect the performance of the Partnership; (vii)\u00a0the Advisor fails to conform to the CMF Trading Policies, the Partnership Agreement, or the Partnership\u2019s current Confidential Private Placement Memorandum and Disclosure Document, as supplemented from time to time (the \u201cMemorandum\u201d) as they may be changed from time to time; (viii)\u00a0the Advisor merges, consolidates with another entity, sells a substantial portion of its assets, or becomes bankrupt or insolvent; (ix)\u00a0Raymond Iwanowski dies, becomes incapacitated, leaves the employ of the Advisor, ceases to control the Advisor or is otherwise not managing the trading programs or systems of the Advisor; (x)\u00a0the Advisor\u2019s registration as a commodity trading advisor with the CFTC or its membership in the NFA or any other regulatory authority, is terminated, suspended or not renewed, or limited or qualified in any respect; or (xi)\u00a0CMF reasonably believes that the Advisor has or may contribute to any material operational, business or reputational risk to CMF or CMF\u2019s affiliates. This Agreement will immediately terminate upon dissolution of the Partnership or upon cessation of trading by the Partnership prior to dissolution."], "obj_label": "Termination", "id": "eb9b39c2-e25b-4992-bd6a-362da8a05594", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTerms used in this Form of Terms that are defined in the Plan will have the meanings ascribed to them in the Plan. The Long-Term Incentive Program Document (the \u201cLTI Program Document\u201d), an administrative document adopted by the Committee which is set forth at https:/mysource.southernco.com, contains additional provisions that apply to Performance Share Awards. Performance Share Awards are subject to the terms and conditions set forth in the Plan and any other administrative documents adopted by the Committee from time to time. If there is any inconsistency between the terms herein and the terms of the Plan or any administrative document adopted by the Committee, the Plan\u2019s terms and the administrative document\u2019s terms will supersede and replace the conflicting terms of this Form of Terms."], "obj_label": "Termination", "id": "4b28b7ea-8f1a-4908-a9f8-a96c5b1b9b56", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Commitment Letter and all commitments and undertakings of SunTrust, KeyBank and KBCM under this Commitment Letter shall expire at 5:00\u00a0p.m., Atlanta, Georgia time, on April\u00a011, 2019 unless by such time the Company both executes and delivers to SunTrust, KeyBank and KBCM this Commitment Letter and the Fee Letter, and pays to STRH and KBCM the Commitment Fee (as defined in the Fee Letter) due and payable upon the execution of the Fee Letter and pays the legal fees and expenses of counsel to SunTrust and STRH in connection with this Commitment Letter, the Term Sheet and the Fee Letter. Thereafter, all commitments and obligations of SunTrust, KeyBank and KBCM under this Commitment Letter will terminate at 5:00 p.m. on October\u00a08, 2019 unless the Financing Documentation related to the Senior Credit Facility has been executed and delivered on or prior to such date and all other conditions to closing have been satisfied. In addition to the foregoing, this Commitment Letter may be terminated at any time by mutual agreement, and all commitments and undertakings of SunTrust, KeyBank and KBCM hereunder may be terminated by SunTrust, KeyBank and KBCM if the Company fails to perform its obligations under this Commitment Letter or the Fee Letter on a timely basis. Furthermore, by acceptance of this Commitment Letter, any other commitments outstanding with respect to the Senior Credit Facility by SunTrust, KeyBank or KBCM will be terminated."], "obj_label": "Termination", "id": "4eabc3c9-bb05-4eff-9e3f-72bef09149d0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee shall be employed by the Company (the \u201cInitial Employment Term\u201d) under this Agreement commencing as of the date signed below (\u201cEffective Date\u201d), and for a period of 24 months, subject to earlier termination or extension as provided herein. This agreement will automatically renew upon the successful completion of an initial public offering. A successful initial public offering is defined as listing the company stock on a national security exchange and raising a minimum of $3,000,000 dollars (three-million)."], "obj_label": "Termination", "id": "e4438046-4084-479c-91d7-f8ee424d4a12", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing on the Effective Date and ending on the third (3 rd ) anniversary of the Effective Date, unless sooner terminated in accordance with the provisions of Section 9 below (such period is the \u201c Employment Period \u201d); provided however, that if no later than six (6) months prior to the expiration of the Employment Period, the Company and the Executive are negotiating but have not yet agreed to extend, renew or novate this Agreement for an additional term, then, for each month or partial month such negotiations continue, the Employment Period shall be extended for an additional two (2) months after the third anniversary, up to a maximum extension of twelve (12) months. During any such extension of the Employment Period (the \u201c Extended Period \u201d), all of the terms, conditions and obligations specified in this Agreement shall continue in full force and effect, except that the Executive shall not be entitled to any of the payments under Section 9(e)(iii) if he is terminated during the Extended Period. For avoidance of doubt, at any time after six (6) months prior to the Expiration Date, if negotiations have been conducted, the Company may, in its sole and absolute discretion, unilaterally end such negotiations with Executive."], "obj_label": "Termination", "id": "72ad3011-6bd4-4985-bc41-6fe254fbe38d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nStock options granted under the Plan shall be in respect of Common Stock and may be in the form of Incentive Stock Options or Non-Qualified Stock Options (sometimes referred to collectively herein as the \u201cStock Option(s)\u201d). Such Stock Options shall be subject to the terms and conditions set forth in this Section 6 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement."], "obj_label": "Termination", "id": "b32214dc-0014-4596-b3eb-538685012e9b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0 The initial term of this Agreement shall be for a period beginning on March 4, 2019 (the \u201cEffective Date\u201d) and ending on the third anniversary of the Effective Date (the \u201cInitial Renewal Date\u201d) or, if earlier, the termination of your employment in accordance with the provisions set forth below. On the Initial Renewal Date and each anniversary of the Initial Renewal Date thereafter (each such anniversary, a \u201cRenewal Date\u201d), the term of this Agreement shall automatically extend for an additional period of one year, unless your employment has earlier terminated or either party hereto has given the other party written notice of non-renewal at least 90 days prior to the immediately succeeding Renewal Date.\u00a0 The period commencing on the Effective Date and ending on the Initial Renewal Date shall be the \u201cInitial Term\u201d and each one-year period commencing on the Initial Renewal Date shall be a \u201cRenewal Term\u201d.\u00a0 In the event that either party has given written notice of non-renewal, and your employment with the Company continues after the expiration of the Initial Term or any Renewal Term, such post-expiration employment shall be \u201cat-will\u201d and either party may terminate such employment with or without notice and for any reason or no reason."], "obj_label": "Termination", "id": "91948fe4-ce57-4d4b-a88c-fb08c9e152ca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless terminated earlier in accordance with this Agreement, the term of this Agreement shall commence as of the Effective Date and shall continue for a period of three (3) years (the \u201c Initial Term \u201d). If not earlier terminated, this Agreement will automatically renew for subsequent one (1) year periods (each a \u201c Renewal Term \u201d) unless either Party provides written notice of termination at least ninety (90) calendar days prior to the expiration of the Initial Term or any Renewal Term."], "obj_label": "Termination", "id": "82fe4ba9-c0fb-4b68-909b-cd7988180cc8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided in Section 4 below, your Stock Option shall have a term of ten (10) years from %%OPTION_DATE,\u2019Month DD, YYYY%-% until %%EXPIRE_DATE_PERIOD1,\u2019Month DD, YYYY%-% (the \u201cExpiration Date\u201d) and shall vest in accordance with the vesting schedule. 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."], "obj_label": "Termination", "id": "9f20ef3f-9abb-4581-ade5-9f01d6d20304", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement may be terminated as to any Fund at any time, without payment of any penalty, by the board or by vote of the holders of a majority of the outstanding shares of such Fund, upon 60 days\u2019 written notice, delivered or mailed by registered mail, postage prepaid, to Artisan Partners. This Agreement may be terminated as to any Fund by Artisan Partners at any time, without payment of any penalty, upon 60 days\u2019 written notice, delivered or mailed by registered mail, postage prepaid, to Artisan Funds. This Agreement shall terminate automatically, without payment of any penalty, in the event of its assignment, provided that no delegation of responsibilities by Artisan Partners pursuant to Section 1(c) of this Agreement shall be deemed to constitute an assignment. The termination of this Agreement with respect to any one Fund shall not be deemed to terminate this Agreement with respect to any other Fund."], "obj_label": "Termination", "id": "8c5fc124-e3de-4bb7-8bc8-abeeb9b547e1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nA termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a Participant unless the Participant consents or unless the Committee acts under Section\u00a019(f) below. The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section\u00a019(f) below or may be amended by agreement of the Company and the Participant consistent with the Plan."], "obj_label": "Termination", "id": "a316ccd7-c5e3-4338-a5a5-795ce7e217f9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall terminate upon the earliest of (a)\u00a0the Effective Time, (b)\u00a0the termination of the Merger Agreement in accordance with its terms, and (c)\u00a0the mutual written agreement of the Parties to terminate this Agreement (such earliest date, the \u201c Date of Termination \u201d); provided that the provisions set forth in Sections 14 to 25 shall survive the termination of this Agreement; provided further that any liability incurred by any Party as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the Date of Termination."], "obj_label": "Termination", "id": "40d1d6c7-58c2-41f2-90f2-92854840fa27", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of this Agreement (the \u201c Term \u201d) shall commence upon the Effective Date and, unless earlier terminated as set forth in Section \u200e15.2 below, continue in full force and effect, on a country-by-country and Collaboration Product-by-Collaboration Product basis, until there is no remaining payment obligation hereunder from Genentech to Xencor with respect to such Collaboration Product (whether royalty or profit sharing), at which time this Agreement shall expire with respect to such Collaboration Product in such country. The Term shall expire on the date this Agreement has expired in its entirety with respect to all Collaboration Products in all countries in the Territory; provided, that the Term shall automatically terminate if Genentech does not make the upfront payment under Section \u200e8.1 in accordance with the timing set forth in such Section."], "obj_label": "Termination", "id": "12346045-97a3-41a5-b28b-e52d03677521", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nT h i s Agreement is effective a s of the Commencement Date set forth above and will end June 3 0 , 2019. Th i s Agreem e nt is renewable upon the mutual co n s ent of both parties. The t e r m s of such renew a l must be in writing and signed by both Company and C o n sultant."], "obj_label": "Termination", "id": "3147b755-e219-4497-94b5-63896555e949", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall be for a period commencing on the Management Commencement Date and unless sooner terminated as hereinafter provided, shall continue until the end of the Fiscal Year in which the tenth (10th) annual anniversary of the Management Commencement Date occurs (the \u201cTerm\u201d). Thereafter, and subject to the mutual written consent of the Owner and Manager, this Agreement shall automatically renew for four (4) consecutive five (5) year renewal terms (\u201cRenewal Terms) unless Manager or Owner provides written notice of termination to the other party at least one hundred and eighty (180) days prior to the end of the then current term. Any reference in this Agreement to \u201cTerm\u201d shall be deemed to be a reference to the Initial Term and any Renewal Term."], "obj_label": "Termination", "id": "ba30dcab-ca70-416a-b813-b5b35a37c130", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company hereby agrees to employ You, and You hereby agree to be employed by the Company, in accordance with the terms and conditions of this Agreement, for a period of two (2) years commencing on the Effective Date and ending on _September 10_____ , 2020 (the \u201c Initial Term \u201d), subject to earlier termination as expressly provided in this Agreement.\u00a0\u00a0This Agreement shall automatically renew for successive one-year periods (\u201c Renewal Periods \u201d), unless either party provides written notice of its intention to not renew at least thirty (30) days prior to the end of the then current term.\u00a0\u00a0For purposes of this Agreement, the Initial Term together with any Renewal Period(s) shall be referred to as the \u201c Term \u201d."], "obj_label": "Termination", "id": "a587e225-01d6-4bdd-84f0-57126278d052", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of this Sublease (\"Term\") shall commence on the earlier of (the \u201cCommencement Date\u201d): (i) Sublessee\u2019s commencement of its business operations in any portion of the Premises, and (ii) the one hundred fiftieth (150 th ) day after the date on which the Early Access Period (as defined below) has commenced, and shall end on October 15, 2028 (\"Expiration Date\"), unless this Sublease is sooner terminated pursuant to its terms or the Master Lease is sooner terminated pursuant to its terms; provided, however, that the Commencement Date shall be (i) advanced by one (1) day for each day that the commencement of the Early Access Period is delayed by any act or omission of Sublessee, and (ii) extended by one (1) day for each day that the \u201cSubstantial Completion of the Tenant Improvements\u201d (defined below) has been delayed by a \u201cLandlord Caused Delay\u201d (defined below), but only if and to the extent any such Landlord Caused Delay is responsible for causing the Substantial Completion of the Tenant Improvements to be delayed beyond the one hundred fiftieth (150 th ) day after the date on which the Early Access Period has commenced. Once the Commencement Date has been established, Sublessor and Sublessee shall execute a commencement date memorandum setting forth the Commencement Date; provided, however, that the failure to execute such a memorandum shall not affect Sublessee\u2019s liability hereunder. The parties acknowledge that Sublessee has no option to extend the Term of this Sublease."], "obj_label": "Termination", "id": "eeeb5b1e-b6d8-4fa0-803c-495f8d0fbf5f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Servicer\u2019s appointment as custodian shall become effective as of the Cut-off Date, and shall continue in full force and effect until terminated pursuant to this Section \u00a03.06 . If NMAC resigns as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section \u00a08.01 , the appointment of NMAC as custodian may be terminated by the Indenture Trustee or by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or, with the consent of Holders of the Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by the Owner Trustee or by the Certificateholders evidencing not less than 25% of the Certificate Balance, in the same manner as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section \u00a08.01 . As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files and the related accounts and records maintained by the Servicer to the Relevant Trustee or the agent thereof at such place or places as the Relevant Trustee may reasonably designate."], "obj_label": "Termination", "id": "81880187-fa0b-486e-b24d-6a45cfef167b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement will be automatically effective as of the Effective Date and will continue in effect thereafter until the earlier to occur of (a)\u00a0its termination by the written agreement of the undersigned parties hereto (other than the Company) or their respective successors in interest, (b)\u00a0its termination by the unanimous written consent of all Stockholders of the Company, (c)\u00a0the dissolution, liquidation or winding up of the Company, (d)\u00a0the occurrence of an IPO and (e)\u00a0the consummation of an Approved Sale in which, for whatever reason, all of the Stockholder Group Members participate either as Dragging Stockholders or Drag-Along Sellers. This Article VI shall survive any termination of this Agreement."], "obj_label": "Termination", "id": "36477328-51cc-4bd3-bafc-757493351213", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement may be terminated prior to the end of the Consultation Period in the following manner: (a) by the Company upon not less than ten (10) days prior written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours prior written notice to the breaching party if one party has materially breached this Agreement; or (c) at any time upon the mutual written consent of the parties hereto.\u00a0\u00a0In the event of termination, the Consultant shall be entitled to payment for services performed and (subject to the limitation in Section 3.2) for expenses paid or incurred prior to the effective date of termination that have not been previously paid.\u00a0\u00a0\u00a0Notwithstanding the foregoing, the Company may terminate this Agreement effective immediately by giving written notice to the Consultant if the Consultant breaches or threatens to breach any provision of Sections 6 or 7."], "obj_label": "Termination", "id": "c11ca2a2-fb4d-403c-8c2c-e150430b810c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this Agreement by the Investor. 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 Commitment Amount; (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."], "obj_label": "Termination", "id": "d9e0bfc6-dba6-49ff-a8a1-4f85baccd840", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 Paid in Full and no commitments of the Administrative Agent or the other Secured Parties which would give rise to any Secured Obligations are outstanding."], "obj_label": "Termination", "id": "f22bb885-e448-4f80-b41a-f9a39d0e08df", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nFord Credit\u2019s appointment as custodian is effective as of the Cutoff Date and will continue until terminated under this Section\u00a03.12(f).\u00a0 If the Servicer resigns under Section\u00a07.1 or is terminated under Section\u00a07.2, the Servicer\u2019s appointment as custodian under this Agreement may be terminated in the same manner as the Servicer may be terminated under Section\u00a07.2.\u00a0 As soon as practicable after any termination of its appointment as custodian, the Custodian will deliver the Receivable Files to the Indenture Trustee or its designee or successor custodian at a place designated by the Indenture Trustee.\u00a0 All reasonable expenses of transferring the Receivable Files to the designee or successor custodian will be paid by the terminated custodian on receipt of an invoice in reasonable detail."], "obj_label": "Termination", "id": "eebff34c-70bc-4a4f-8642-6ae72c830833", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAt the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a \u201csubstantial risk of forfeiture\u201d under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later than by the fifteenth (15 th ) day of the third (3 rd ) calendar month next following the end of the Company\u2019s fiscal year in which the Holder\u2019s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award."], "obj_label": "Termination", "id": "8f09dfd3-c11d-423f-882c-d4cb2332a9a6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrower 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."], "obj_label": "Termination", "id": "2234a6e4-4009-4788-975a-4fe9299d3dbe", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 2019-A 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 2019-A Exchange Note; provided, that the rights and obligations of the parties under Section 3.04 will survive any such termination."], "obj_label": "Termination", "id": "129bae89-028c-439f-b35c-64f1a1395291", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless earlier terminated as provided in Section 15 below, the term of this Agreement shall commence on the Effective Date and shall continue until the second anniversary of the Production Start Date (the \u201c Initial Term \u201d), and shall automatically renew for successive two-year terms (each, a \u201c Renewal Term \u201d) unless (a) following the first Renewal Term, Kin Yat provides written notice to iRobot of its intent not to renew this Agreement within twelve (12) months prior to the end of the then existing Renewal Term, or (b) iRobot provides written notice to Kin Yat of its intent not to renew this Agreement within [***] prior to the end of the then existing Term."], "obj_label": "Termination", "id": "bbb2909a-0e2a-4709-8e20-5d28174986c3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nRestricted Stock Units shall entitle the Participant to receive, at a specified future date or event, payment of a specified number, or a percentage or multiple of a specified number, of shares of Stock at the end of a specified period, or the cash value thereof. At the time of the grant, the Committee will determine the factors which will govern the number of the Restricted Stock Units so payable, including in the case of a Performance Restricted Stock Unit Award, the Performance Goals determined at the discretion of the Committee that must be satisfied as a condition to payment. The Committee may provide for an alternative specified number, percentage or multiple under specified conditions."], "obj_label": "Termination", "id": "ec37dec5-7b1e-4b01-bc2e-eaed0ced580e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nLandlord hereby leases to Tenant ai1d Tenai1t hereby leases from Landlord the Temporary Space on the terms and conditions of this Temporary Lease for a term commencing on May 1, 2008 and terminating on the \"Expiration Date,\" which is the earlier of (a) September 30, 2008 or (b) the thirteenth day after written notice from either Landlord or Tenant to the other terminating this Temporary Lease."], "obj_label": "Termination", "id": "06ab5b18-eb4d-42c0-9543-7898bacc7a3e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of your employment under this Agreement shall commence on January 1, 2019 (the \u201c Effective Date \u201d) and, unless earlier terminated under this Agreement, shall expire on December 31, 2021 (the \u201c Expiration Date \u201d). The period from the Effective Date through the Expiration Date is referred to herein as the \u201c Term \u201d notwithstanding any earlier termination of your employment for any reason."], "obj_label": "Termination", "id": "809e1127-3a10-4754-88a4-2ef633798864", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Award of Restricted Stock Subject to Performance Criteria (as set forth on the cover page of this Award Agreement) is subject to all the terms and conditions of the Tyson Foods, Inc. 2000 Stock Incentive Plan or any successors thereto, as such plan or its successors may be amended and restated from time to time (the \u201cPlan\u201d). Unless otherwise defined herein, all capitalized terms in this Award Agreement 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."], "obj_label": "Termination", "id": "af78c19f-ff9e-4a3a-b8c5-38a4866345e1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nDelphi Powertrain Systems (or the Company on behalf of Delphi Powertrain Systems) or the Executive may terminate the Agreement Term and the Executive\u2019s employment hereunder at any time for any reason or no reason without any breach of this Agreement by providing the other party with at least six months advance written notice; provided, however, that no advance notice is required for a termination by the Company for Cause (within the meaning of the Executive Severance Plan) and any termination by the Executive for Good Reason (as defined in paragraph 5(d)) shall be subject to notice as described in paragraph 5(d). The date on which the Executive\u2019s employment with Delphi Powertrain Systems and its affiliates is terminated is referred to herein as the \u201cTermination Date\u201d."], "obj_label": "Termination", "id": "43555301-8090-4c75-839c-c3c41f3463ca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the Loan Parties agrees to use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable to satisfy the conditions to the effectiveness of the amendments to the Facility Agreement and the other Loan Documents set forth herein prior to the Termination Date (as defined below). This Amendment shall terminate, and be of no further force or effect, upon the earlier (such earlier date, the \u201c Termination Date \u201d) of (a)\u00a0the termination or expiration of the Subordinated Loan Agreement prior to the funding of the \u201cInitial Disbursement\u201d (as defined in the Subordinated Loan Agreement) and (b)\u00a0February 25, 2019 if each of the \u201cInitial Disbursement Date\u201d (as defined in the Subordinated Loan Agreement) and the First Amendment Effective Date have not occurred on or prior to such date; provided , however , that, the Immediately Effective Amendments and the Loan Parties\u2019 obligations under Section\u00a07 (Fees, Costs and Expense Reimbursement), Section\u00a013 (Governing Law) and Section\u00a017 (Release) shall survive any such termination and remain in full force and effect."], "obj_label": "Termination", "id": "b1e25689-3432-4544-bc27-c9de548e944e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon consummation of an IPO or a Sale of the Company, this Agreement will be terminated (and replaced, in the case of an IPO, by a suitable replacement stockholders\u2019 agreement as reasonably determined by the Board of Directors immediately prior to the IPO) and each of the Members will be fully, finally and forever discharged and released from any and all agreements, terms, covenants, conditions, representations, warranties and other obligations arising under this Agreement and all rights and benefits of the Members arising under this Agreement shall be fully, finally and forever terminated and extinguished; provided , that Article\u00a0VII, Article\u00a0XI and this Article\u00a0XII (and, solely in the case of a Sale of the Company, Section\u00a09.08 to the extent any obligations thereunder have not been fully performed) shall survive and continue to apply in accordance with the their terms."], "obj_label": "Termination", "id": "731de281-2b27-4933-94e9-c2f491d04621", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of this Agreement shall commence on the Effective Date and shall continue for a period of years thereafter subject to earlier termination as set forth in Article 7 hereof (the \u201c Term \u201d).\u00a0\u00a0After the expiration of the initial five (5) year Term, the Term shall be automatically extended for consecutive periods of one (1) year each unless written notice of an intent not to extend is provided by Tenant or Management Company to the other not less than one hundred twenty (120) days prior to the expiration of the then-current Term."], "obj_label": "Termination", "id": "7fbce155-adf4-480b-a0ae-b9f17e3d0f0b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe following terms and conditions shall apply to any Revolving Facility Increase: (A)\u00a0any Revolving Facility Increase shall be identical (including with respect to Applicable Margin) to the existing Revolving Loans, (B) no Default or Event of Default shall exist immediately prior to or after giving effect to such Revolving Facility Increase, (C) any loans made pursuant to a Revolving Facility Increase shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis, (D) any Lenders providing such Revolving Facility Increase 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 Revolving Lenders, (E)\u00a0any such Revolving Facility Increase shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (or the remaining amount of the Revolving Facility Increase, if less), (F)\u00a0the Borrower shall execute a Revolving Loan Note in favor of any new Lender or any existing Lender whose Revolving Commitment is increased pursuant to this Section, in each case, if requested by such Lender, (G)\u00a0the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (H)\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, (I) the maturity date of any Revolving Facility Increase shall be no sooner than the Maturity Date, and (J) 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 Revolving Facility Increase and any borrowings thereunder on the closing date for such Revolving Facility Increase on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9 , (1) based on the financial statements most recently delivered pursuant to Section 5.1(a) or Section 5.1(b) and (2) assuming all amounts thereunder are fully drawn ."], "obj_label": "Termination", "id": "4844943c-ff73-4594-92e7-c2c1b3a18012", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEither Party may terminate this Agreement upon giving the other Party seven (7) days\u2019 prior written notice of such termination pursuant to Section\u00a010 of this Agreement. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon termination, any partial month of service provided under this Agreement in the last month of the Term will be considered a full month for compensation purposes."], "obj_label": "Termination", "id": "1ca6f4f2-5516-4eb7-8d0a-06d6d8d736a5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall commence on the date of its execution and shall continue in full force and effect for a period of three ( 3 ) years thereafter, (the \"Primary Term\"), unless sooner canceled or terminated as provided in this Agreement. At the end of the Primary Term, and at the end of each year thereafter (each such year being a \"Renewal Term\"), this Agreement shall be automatically renewed for successive one-year periods."], "obj_label": "Termination", "id": "03a6fe33-51bf-41a1-a032-40ed256efe6e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBy this Agreement the Parties mutually terminate and cancel the Employment Agreement effective immediately rendering all its terms, obligations and provisions no longer in effect. The Parties agree that this Agreement satisfies all requirements for termination of the Employment Agreement under its terms and provisions, including but not limited to, amendment and notice provisions. Notwithstanding the termination above described, the Company and Executive have agreed that Executive will continue to perform the duties of Chief Financial Officer and Chief Investment Officer on an interim basis until such time as the Company has retained the services of a duly qualified individual or individuals to perform such duties, or upon sooner request of the Company. Upon the retention of such individual(s), or upon sooner request of the Company, Executive agrees to relinquish the title of Chief Financial Officer and/or Chief Investment Officer."], "obj_label": "Termination", "id": "f6cafc44-9f12-47f1-85da-4e46eec2593a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to employ Executive and Executive agrees to accept employment with the Company for a term (the \u201c Term \u201d) commencing on the date hereof and continuing through the one year anniversary of this Agreement, unless earlier terminated pursuant to Section 6 below. At the end of the initial Term or any renewal Term, the Term shall be automatically renewed for successive one year periods at each otherwise scheduled expiration of the Term, unless either the Company or Executive objects (in their respective sole discretion) to such renewal by providing sixty (60) days\u2019 prior written notice to the other party."], "obj_label": "Termination", "id": "f2fb2f3f-4f85-444b-b451-2452679d1ea4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation, or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination, but such Participant continues to provide services to the Company Group in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be a member of the Company Group (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant\u2019s employment or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction."], "obj_label": "Termination", "id": "ecf145f3-05f6-4159-a43d-07e2511d7697", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nRestrictions on all Adjusted PSUs shall lapse if (a) the Grantee attains at least age 60 while still employed by the Company or an affiliate and completes 5 or more years of continuous service with the Company and any of its affiliates, or (b) the Grantee\u2019s employment with the Company or any of its affiliates terminates as a result of a total disability, i.e., the inability to perform any job for which the Grantee is reasonably suited by means of education, training or experience."], "obj_label": "Termination", "id": "ef040134-bae3-450e-b656-69e78124d605", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement may only be terminated and shall automatically terminate if the License Agreement has been terminated prior to the Closing Date in accordance with its terms. In the event of the termination of this Agreement pursuant to this Section 9 , (a) this Agreement (except for this Section 9 ) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates, and (b) all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the agency or other Person to which they were made or appropriately amended to reflect the termination of the Transactions\u037e provided , however, that nothing contained in this Section 9 shall relieve any party from liability for fraud or any intentional or willful breach of this Agreement."], "obj_label": "Termination", "id": "dc420746-f480-48c4-83b1-25b385eaaff1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf, prior to the appointment of a permanent Chief Executive Officer of CBS other than yourself, a Corporate Event should be consummated during the period beginning October\u00a01, 2019 and ending December\u00a031, 2019 (a \u201cQualifying Corporate Event\u201d), the Expiration Date shall, if requested by the Board, be extended for a period of up to ninety (90)\u00a0days following consummation of the Qualifying Corporate Event, but in no event beyond March\u00a031, 2020. The Board shall provide you with written notice of its request (including the length of the requested extension) at least ten (10)\u00a0business days prior to the consummation of the Qualifying Corporate Event."], "obj_label": "Termination", "id": "a926c24e-7a01-4379-80c4-96f4af57fe69", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nA termination or amendment of the Plan that occurs after an Award is made shall not materially impair the rights of a Grantee unless the Grantee consents or unless the Board acts under Section 18(b).\u00a0\u00a0The termination of the Plan shall not impair the power and authority of the Board with respect to an outstanding Award.\u00a0\u00a0Whether or not the Plan has terminated, an outstanding Award may be terminated or amended under Section 18(b) or may be amended by agreement of the Company and the Grantee consistent with the Plan."], "obj_label": "Termination", "id": "7473ca13-184e-4c9b-8e4d-e17e95b3af5a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubject to Section\u00a04.02 hereof, this Agreement has a one-year term and shall continue in force until the first anniversary of the date hereof. Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. It is the Board\u2019s duty to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year."], "obj_label": "Termination", "id": "d5a3af19-5baa-48b0-a29f-15b815bf4a15", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon a termination of Executive\u2019s employment during the Term (i)\u00a0by the Company without Cause, (ii)\u00a0by Executive for Good Reason or (iii)\u00a0by Executive upon Retirement (a \u201c Qualifying Termination of Executive Services \u201d), subject to Executive\u2019s executing and delivering (and not revoking) the Release as described in Section\u00a08, the Company shall offer to employ or otherwise engage (in the Company\u2019s sole discretion) Executive, and Executive may agree to be so employed or otherwise engaged and to perform, periodic advisory and transition services for the Company and its subsidiaries pursuant to this Section\u00a06 (the \u201c Advisory Services \u201d). The Advisory Services will include, among other things, advising senior executives of the Company and assisting with the transition of Executive\u2019s executive duties to his successor."], "obj_label": "Termination", "id": "f5b4fa8a-e97b-43ec-b3d7-19b22e61b3f2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe terms of the licenses and other grants of rights (and related obligations) under this Agreement (the \u201c Term \u201d) shall remain in effect (a)\u00a0to the extent with respect to the Patents licensed hereunder and Licensed Copyrights, on a Patent-by-Patent and Licensed Copyright-by-Licensed Copyright basis, until expiration, invalidation or abandonment of such Licensed Patent or Licensed Copyright (as applicable), (b) to the extent with respect to any Licensed Know-How, until such Licensed Know-How no longer constitutes Confidential Information; provided that , after expiration of the Term with respect to any Licensed Know-How, the licenses granted hereunder to such Know-How shall survive such expiration in perpetuity, and (c)\u00a0with respect to Business Software and SpecCo Licensed Standards, in perpetuity. Notwithstanding the foregoing and anything to the contrary herein, the licenses granted in Section \u00a02.3 and rights and obligations of the Parties to the extent with respect thereto shall terminate on a Product-by-Product basis upon termination of the applicable Manufacturing Product Agreement with respect to such Product."], "obj_label": "Termination", "id": "c41c9dc7-e318-43e2-8f9e-1383910020aa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall remain in effect for the Term. While this Agreement remains in effect, it shall automatically renew each day after the date of this Agreement so that the Term remains a three-year term from day-to-day hereafter unless the Employer or the Executive gives written notice to the other of its intent that the automatic renewals shall cease. In the event such notice of non-renewal is properly given, this Agreement and the Term shall expire on the third anniversary of the thirtieth (30th) day following the date such written notice is received."], "obj_label": "Termination", "id": "87e96499-3eb0-45df-a63d-cd35924513d0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall terminate upon the payment in full in cash of the Obligations (other than Unasserted Contingent Obligations); provided , however , this Agreement shall be reinstated if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any holder of the Obligations or any representative of such holder and the Obligations, or portion thereof, intended to have been satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. Anything herein to the contrary notwithstanding, the provisions of Sections 2.9 , 10.1 , 10.12 and this 10.17 shall survive any such termination and payment in full of the Obligations, and shall inure to the benefit of any Person that at any time held a right thereunder (as a Holder, an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns."], "obj_label": "Termination", "id": "d056affb-2f24-4864-a0e8-ebfc19443255", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the terms and conditions of Article 1 (to the extent the definitions are used in the following provisions), Article 12, Article 13 , Article 16 , this Section 15.1.1 , and Section 15.7.1 (all of which shall become effective on the Execution Date), this Agreement shall become effective on the License Agreement Effective Date (the \u201c Effective Date \u201d); provided , that, unless earlier terminated in accordance with this Article 15 , this Agreement shall remain in effect and expire upon the earliest of: (a) the expiration of the Option Period, if Gilead does not exercise the Option in accordance with Section 2.4 ; (b) the delivery of written notice of termination by a Party to the other Party, where the Option Effective Date has not occurred on or prior to [******] after the Option Exercise Date; and (c) on or after the Option Effective Date : ( i) for Royalty-Bearing Products, on a Royalty-Bearing Product-by-Royalty-Bearing Product and country-by-country basis, upon the expiration of the Royalty Term with respect to such Royalty-Bearing Product in such country; and (ii) for Profit-Share Products, on a Profit-Share Product-by-Profit-Share Product basis, upon the expiration of the Profit-Share Term with respect to such Profit-Share Product (the \u201c Term \u201d)."], "obj_label": "Termination", "id": "361b9af3-e4b0-42d9-a65a-b9733c2a1ef9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAt the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to constitute a \u201csubstantial risk of forfeiture\u201d as such term is defined under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Agreements need not be identical."], "obj_label": "Termination", "id": "b93948ac-18ad-426d-aba7-fe4e49f4d5a2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe termination of this 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 all of the Obligations have been Paid in Full.\u00a0\u00a0The 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 (a) all of the Obligations have Paid in Full, the Commitments and this Agreement and the Other Documents have been terminated and each Loan Party has provided Agent and Lenders with an indemnification satisfactory to Agent with respect thereto, and (b) all of the Loan Parties have released Agent and the other Secured Parties from and against any and all claims of any nature whatsoever that any Loan Party may have against Secured Parties pursuant to a release in form and substance acceptable to Agent.\u00a0\u00a0Accordingly, 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 this Agreement shall have been terminated in accordance with its terms, all Obligations have been Paid in Full, and all of the Loan Parties have released Agent and the other Secured Parties from and against any and all claims of any nature whatsoever that any Loan Party may have against Agent and such other Secured Parties pursuant to a release in form and substance acceptable to Agent (the \u201cRelease Conditions\u201d).\u00a0\u00a0Upon satisfaction of the Release Conditions all security interests and liens granted to Agent under this Agreement and the Other Documents shall be automatically released and terminated.\u00a0\u00a0All representations, warranties, covenants, waivers and agreements set forth herein shall survive the termination of this Agreement and the Payment in Full of the Obligations."], "obj_label": "Termination", "id": "27345bd0-7cae-44e7-9a5f-5d108189451c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company agrees to employ Executive, and Executive agrees to be employed by the Company, for a period (the \u201c Initial Term \u201d) commencing on the Effective Date and ending on the third (3 rd ) anniversary of the Effective Date, unless earlier terminated in accordance with Section\u00a04. If neither party gives the other at least ninety (90)\u00a0days written notice that it intends for this Agreement to terminate at the end of the Initial Term, then this Agreement will continue for successive one-year terms (each a \u201c Renewal Term \u201d), unless earlier terminated in accordance with Section\u00a04, until either party gives the other party at least ninety (90)\u00a0days written notice that it intends for this Agreement to terminate at the end of any then-existing Renewal Term. The term that Executive is employed hereunder will constitute the \u201c Term \u201d. If either Executive or the Company gives timely notice of termination pursuant to this Section\u00a02, then Executive\u2019s employment shall end on the last day of the then-existing Initial Term or Renewal Term, as applicable. A termination of Executive\u2019s employment by reason of a timely notice of termination pursuant to this Section\u00a02 shall not be considered a termination for Cause or without Cause by the Company, or a termination for Good Reason or without Good Reason by Executive."], "obj_label": "Termination", "id": "d744c834-0a80-4853-afbf-5a29ebef25ba", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall become effective only when accepted by Agent and, when so accepted, shall constitute a continuing agreement and shall remain in full force and effect until Payment in Full of the Secured Obligations and termination of the Guaranty, at which time this Agreement shall terminate and Agent shall deliver to the Pledgor, at Pledgor\u2019s expense, such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to this Agreement. Notwithstanding the foregoing, in no event shall any termination of this Agreement terminate any indemnity set forth in this Agreement or any of the other Loan Documents, all of which indemnities shall survive any termination of this Agreement or any of the other Loan Documents. For the avoidance of doubt, this Agreement shall automatically terminate on the date on which the PEC Contribution Amount (as defined in the Amendment) has been paid in full to Borrower."], "obj_label": "Termination", "id": "b1af2a27-5c49-4d9b-b892-7ae2d74ad926", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of this Agreement commences on the Effective Date and, unless earlier terminated pursuant to SECTION 7.2 or SECTION 7.3 , shall continue in effect for an initial Term of one (1) year; thereafter, the Agreement shall renew for additional one (1) year periods until it is terminated by either Party by providing at least 30 days advance written notice to the other Party (the \u201cTerm\u201d)."], "obj_label": "Termination", "id": "3887dcee-c22b-499a-bc71-e5b5447dd2e4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIf Participant\u2019s Service as an Employee or Director terminates for any reason, all unvested RSUs will be forfeited to Redfin immediately, and all rights of Participant to such RSUs automatically terminate without payment of any consideration to Participant, unless the Committee otherwise determines. Participant\u2019s Service as an Employee or Director will be considered terminated as of the date Participant is no longer providing services as an Employee or Director (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 with 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 the Notice and this Agreement is subject to Participant\u2019s continued Service as an Employee or Director, unless the Committee otherwise determines. In case of any dispute as to whether termination of Service as an Employee or Director has occurred, the Committee will have sole discretion to determine whether such termination of Service as an Employee or Director 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)."], "obj_label": "Termination", "id": "e0504310-2e13-4112-ae48-827d640fc199", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement may be terminated upon the occurrence of any of the following events; provided that the termination of this Agreement shall not affect either party's ongoing obligations under this Agreement. Upon such termination, the rights of the Executive to receive monies and benefits from the Company shall be determined in accordance with this Section 4, and the Executive agrees that such monies and benefits are fair and reasonable and are the sole monies and benefits which shall be due to him under this Agreement from the Company in the event of termination."], "obj_label": "Termination", "id": "21e81fd1-dfec-452b-9298-00c2633af629", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe terms of each Award granted pursuant to this Section will be as follows: The Restricted Stock awarded under each Annual Award will be issued for no cash consideration and will be forfeited and automatically transferred to and reacquired by the Corporation at no cost upon the date the Director ceases to provide services as a member of the Board (the \u201cForfeiture Provision\u201d). The Forfeiture Provision will lapse as to twenty-five percent (25%) of the Restricted Stock awarded in such Annual Award on the first day of each calendar quarter for four (4) calendar quarters beginning on the first day of the calendar quarter immediately following the date of grant, provided that the Participant continues to serve as a Director through such dates."], "obj_label": "Termination", "id": "9ca4bc41-099f-4050-ade4-48fe131d2165", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement will be effective as of the Effective Date and, unless terminated earlier, this Agreement will continue on a Licensed Product-by-Licensed Product basis until the date on which the Royalty Term has expired in the Licensee Territory for such Licensed Product and will finally expire upon the expiration of the Royalty Term for the final Licensed Product (the \u201c Term \u201d). Upon expiration of the Royalty Term for a Licensed Product in the Licensee Territory or upon expiration of this Agreement, all licenses granted from one Party to the other Party in Section 7 with respect to such Licensed Product will become fully-paid, irrevocable and perpetual."], "obj_label": "Termination", "id": "d91d002f-0f33-48cd-a357-b7b99eda2d8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of this Agreement (the \u201c Term \u201d) shall begin on the date hereof and shall terminate upon the earliest to occur of (i) the mutual consent of the Parties set forth in a written instrument signed by each of the Parties, (ii) the Effective Time (as defined in the Porsche Merger Agreement), (iii) the termination of the Investment Agreement and the Porsche Merger Agreement in accordance with their respective terms, (iv) the occurrence of a Company Adverse Recommendation Change made by the Company Board in compliance with the terms of the Investment Agreement and (v) the effectiveness of any amendment, modification or supplement to the Investment Agreement, in each case, where such amendment, modification, supplement would change the conversion of each share of Company Common Stock into the right to receive one validly issued, fully paid and nonassessable share of Parent Common Stock; provided , however , that (x) this Section 3 and Section 5 shall survive the termination of this Agreement and (y) the termination of this Agreement shall not relieve Stockholder from liability for its willful and material breach of any terms of this Agreement."], "obj_label": "Termination", "id": "570ff52e-b197-4ecc-a3c8-2f05a475ceea", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUpon full satisfaction or other termination of the Obligations (i) the Secured Party shall release and return to Debtor all of the Collateral and any and all certificates and other documentation representing or relating to the Collateral and (ii) the security interests provided for under this Agreement shall be terminated and of no further force and effect. At Debtor\u2019s expense, the Secured Party shall take all actions reasonably requested by Debtor in connection with the foregoing."], "obj_label": "Termination", "id": "652df5f9-6ca0-47dd-8115-1f3860248940", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 2, 2019; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties)."], "obj_label": "Termination", "id": "eef96ff3-7123-4548-a798-03205dce993a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs of January 31, 2019, Executive resigned from his position as Executive Vice President and Chief Human Resources Officer (the \u201cSeparation Date\u201d), at which time Executive\u2019s employment with the Company and in any and all other positions with the Company that Executive held terminated (including, but not limited to, as an officer or director of any subsidiary of the Company, and being a member on any committees). On the next regularly scheduled payroll date following the Separation Date, the Company will pay to Executive: (a) all wages earned through the Separation Date and (b) any accrued and unused vacation as of the Separation Date paid in accordance with the applicable Company policy. Except as set forth herein, Executive acknowledges that the Company owes no other bonuses, commissions, wages, vacation pay, sick pay, or benefits to Executive as of the Separation Date."], "obj_label": "Termination", "id": "7510929e-889a-4b42-a0f4-a93cefeaffff", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe date upon which the Executive\u2019s employment with the Company under this Agreement is deemed to be terminated in accordance with any of the provisions of this Section 6 is referred to herein as the \u201c Termination Date .\u201d With respect to any payment or benefits that would be considered deferred compensation subject to Section 409A (\u201c Section 409A \u201d) of the Internal Revenue Code of 1986, as amended (the \u201c Code \u201d), and which are payable upon or following a termination of employment, a termination of employment shall not be deemed to have occurred unless such termination also constitutes a \u201cseparation from service\u201d within the meaning of Section 409A and the regulations thereunder (a \u201c Separation from Service \u201d), and notwithstanding anything contained herein to the contrary, the date on which a Separation from Service takes place shall be the Termination Date. In the event of the Executive\u2019s death, any amounts owed to the Executive hereunder shall instead be paid to the Executive\u2019s designated beneficiary (or, if none, to the Executive\u2019s estate)."], "obj_label": "Termination", "id": "8eebaab4-e86e-43b9-b9d6-af72251de1e4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAlthough the Company anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Company will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to discontinue its sponsorship of the Plan and the Company reserves the right to terminate the Plan at any time with respect to any or all of its participating Directors, by action of its Board. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code section 409A and related Treasury Regulations, and a dditional amounts shall continue to credited or debited to such Participants\u2019 Account Balances pursuant to Section 3.7. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. \u00a71.409A-3(j)(4)(ix), the Company may provide that upon termination of the Plan, all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established by the Company deemed necessary to comply with the applicable requirements and limitations of Treas. Reg. \u00a71.409A-3(j)(4)(ix)."], "obj_label": "Termination", "id": "c9377852-a117-4cce-82d3-7c7ba56af55a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Employment Term and Executive\u2019s employment hereunder may be terminated under the circumstances set forth below; provided , however , that notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement unless Executive would be considered to have incurred a \u201cseparation from service\u201d from the Company within the meaning of Section 409A of the Code."], "obj_label": "Termination", "id": "382cb7b5-3789-4c26-bab5-a6a5913d8c6b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nUnless previously terminated, the 2017 Replacement Term Loan Commitments shall terminate and be automatically and permanently reduced to $0 upon the earlier of (i)\u00a0funding of the 2017 Replacement Term Loans on the 2017 Replacement Term Loan Facility Effective Date and (ii) 5:00 p.m., New York City time, on April\u00a019, 2017. The proceeds of the 2017 Replacement Term Loans will be applied on the 2017 Replacement Term Loan Facility Effective Date to the principal amount of the Existing Term Loans (as defined in the 2017 Replacement Term Loan Amendment) outstanding at such time in order to prepay such principal amount in full. Upon the funding of the 2017 Replacement Term Loans on the 2017 Replacement Term Loan Facility Effective Date, the 2017 Replacement Term Loans shall constitute, on the terms provided in the 2017 Replacement Term Loan Amendment, Term Loans hereunder."], "obj_label": "Termination", "id": "3863a329-3b9e-490e-9682-f8f662feba9c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall terminate and shall have no further force or effect as of the earliest to occur of (i)\u00a0the Closing, (ii) the date the Board of Directors of Seller makes a Change of Recommendation in accordance with Section 5.7 of the Purchase Agreement, (iii) the date without Shareholder\u2019s written consent, any amendment to the Purchase Agreement that (A) reduces the Purchase Price (including by amending Section 2.2 of the Purchase Agreement), (B) changes the form of the Purchase Price, (C) materially changes the definition of Excluded Liabilities (or any other change that would have a similar impact as changing the definition of Excluded Liabilities) or (D) materially changes the indemnification obligations of Seller set forth in the Purchase Agreement and (iv)\u00a0the date the Purchase Agreement shall have been validly terminated pursuant to Article\u00a07 thereof (earliest to occur of clauses (i), (ii), (iii) and (iv) of this Section 9, the \u201c Expiration Date \u201d); provided , however , that notwithstanding the foregoing, the provisions in Section\u00a010 hereof shall survive in full force and effect following the consummation of the Purchase."], "obj_label": "Termination", "id": "828b910a-8f67-4250-bbe5-3c1fddc6cdd3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.15 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than 30 days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the \u201cpiggy-back\u201d rights provided for herein by giving written notice within 10 days of the receipt of the Company\u2019s notice of its intention to file a registration statement. Except as otherwise provided in this Agreement, there shall be no limit on the number of times the Holder may request registration under this Section 4.15; provided, however, that such registration rights shall terminate on the first anniversary of the Closing Date."], "obj_label": "Termination", "id": "792ae476-b5f6-4e9c-897b-24e2f747ce25", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe effective date of this agreement (the \u201cAgreement\u201d) shall be April 1, 2019 (the \u201cEffective Date\u201d). Subject to the provisions for termination as provided in Section 10 hereof, the term of Executive\u2019s employment under this Agreement shall be the period beginning on the Effective Date and ending on the first anniversary of the Effective Date (the \u201cTerm\"). The Term shall not be automatically renewed and shall end upon any earlier termination of Executive\u2019s employment with the Company."], "obj_label": "Termination", "id": "98fe62b6-0319-439b-a1a2-6f0189ecaddc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis 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 29, 2019; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties)."], "obj_label": "Termination", "id": "a6f4c086-d499-4199-a012-ec66f1f174cc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe term of this Agreement shall commence as of the date hereof and shall continue until the earlier of (i) the date that Consultant or its affiliates have sold 90% or more of their equity interest in the Company as of the date of this Agreement, (ii) the date of the closing of a sale, lease, or other disposition of all or substantially all of the Company\u2019s assets, or (iii) the date of the closing of the Company\u2019s merger into or consolidation with any other corporation or other entity, or any other corporate reorganization, in which the holders of the Company\u2019s outstanding voting stock immediately prior to such transaction own, immediately after such transaction, securities representing less than fifty percent (50%) of the voting power of the corporation or other entity surviving such transaction. Upon any event set forth in subparts (ii) or (iii) of the preceding sentence, Consultant will be entitled to a payout equal to one (1) year of additional management fees (i.e., $249,960.00)."], "obj_label": "Termination", "id": "94ba7fea-f1e2-4db7-873a-7b52d42b45e7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe initial term of this Agreement shall be one (1) year from the Effective Date (\u201c Initial Term \u201d), unless otherwise terminated pursuant to Section 4 of this Agreement. This Agreement shall automatically renew for four (4) successive one (1) year terms unless either party gives written notice of its or his intent not to renew this Agreement at least sixty (60) days prior to the expiration of the then-current term. Executive\u2019s continued employment after the expiration of the Initial Term shall be in accordance with and governed by this Agreement, unless modified by the parties to this Agreement in writing. References herein to the \u201c Term \u201d shall refer both to the Initial Term and any successive term as the context requires. In the event Executive continues employment after the expiration of the final one (1) year renewal term and the parties do not enter into a new contract for employment, Executive\u2019s continued employment after the expiration of such final one (1) year renewal term shall be in accordance with and governed by this Agreement, unless modified by the parties to this Agreement in writing, and references herein to the \u201cTerm\u201d of this Agreement shall be deemed to include the period of continuation after expiration of such final one (1) year renewal term."], "obj_label": "Termination", "id": "3c6dc68e-b0c8-4dd8-9ed4-5c92ded27fc7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Agreement shall commence as of the Effective Date and, unless earlier terminated in accordance with this Section 11 or extended by written agreement of both Parties, shall continue in effect for a period of four (4) years and shall automatically renew for successive two (2) year periods unless either Party gives written notice of non-renewal at least six (6) months prior to the end of the term then in effect (the \u201c Term \u201d)."], "obj_label": "Termination", "id": "ab8ddcd3-ebe0-4b72-a61b-08b14cae024f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF . 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."], "obj_label": "Waivers", "id": "4cec1d4a-cafc-45ce-8e85-fa8c2b95be2b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE PARTIES, BY THEIR EXECUTION OF THIS AGREEMENT, WAIVE TRIAL BY JURY IN ANY suit, action, or proceeding relating to or arising out of this Agreement . THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE PARTIES, AND THE PARTIES HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT."], "obj_label": "Waivers", "id": "83696e16-9e35-474b-bf59-4c1d4cc8be68", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a)\u00a0submits in any proceeding relating to this Agreement or the Executive\u2019s employment by the Company or any Company Affiliate, or the termination of such employment, or for the recognition and enforcement of any judgment in respect thereof (a \u201c Proceeding \u201d), to the exclusive jurisdiction of the courts of the State of Oklahoma, located in Oklahoma County, the United States District Court for the Western District of Oklahoma, and appellate courts having jurisdiction of appeals from any of the foregoing and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Oklahoma State court or, to the extent permitted by law, in such federal court, (b)\u00a0consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c)\u00a0waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Executive\u2019s employment by the Company or any Company Affiliate, or the termination of such employment, or the Executive\u2019s or the Company\u2019s performance under, or the enforcement of, this Agreement, (d)\u00a0agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive\u2019s or the Company\u2019s address as provided in Section\u00a012 hereof, and (e)\u00a0agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Oklahoma. In addition, if the Executive substantially prevails on any claim that is the matter of such dispute, the Company shall promptly reimburse the Executive for his legal fees."], "obj_label": "Waivers", "id": "9d977adc-248f-421a-b6b7-162dc73afdc6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE PURCHASERS, THE SELLER, THE SERVICER, THE PURCHASER AGENTS, THE AGENT AND THE BACKUP SERVICER (BY ACCEPTING THE BENEFIT HEREOF) 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 OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PURCHASERS, THE SELLER, THE SERVICER, THE PURCHASER AGENTS, THE AGENT AND THE BACKUP SERVICER EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION\u00a0AS 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."], "obj_label": "Waivers", "id": "9fb52069-e043-44a0-8b20-a9fb45c2ba4d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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 (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."], "obj_label": "Waivers", "id": "061f56be-52da-48d8-99e9-f4f5763ddb21", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither the execution by the Administrative Agent or the Lenders of this Second Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the date of the effectiveness of the Second Amendment or which may occur in the future under the Credit Agreement and/or the other Loan Documents. Similarly, nothing contained in this Second Amendment shall directly or indirectly in any way whatsoever either: (a)\u00a0impair, prejudice or otherwise adversely affect the Administrative Agent\u2019s or the Lenders\u2019 right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except as expressly provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument."], "obj_label": "Waivers", "id": "56cae9d5-fce0-445c-ba6d-8d90bb70ef02", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH BORROWER, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER 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 ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF."], "obj_label": "Waivers", "id": "eed14ae1-daef-419e-b1b3-7e906fd45fe3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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)\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."], "obj_label": "Waivers", "id": "7972816d-2ec6-4dad-8490-011f0f400ad7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay on the part of 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 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."], "obj_label": "Waivers", "id": "9728ff49-7ec8-42cc-b6c0-1a5a6e3478d2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo right or remedy herein conferred upon or reserved to Lessor is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. Any notice or cure period provided herein shall run concurrently with any provided by applicable law. No failure of Lessor to insist at any time upon the strict performance of any provision of this Lease or to exercise any option, right, power or remedy contained herein shall be construed as a waiver, modification or relinquishment thereof as to any similar or different breach (future or otherwise) by Lessee. Lessor\u2019s receipt of and Lessee\u2019s payment of any rent or other sum due hereunder (including any late charge) with knowledge of any breach shall not be deemed a waiver of such breach, and no waiver by Lessor of any provision of this Lease shall be effective unless expressed in a writing signed by it."], "obj_label": "Waivers", "id": "87c453e2-bb53-437e-980a-91f55a763b1e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe failure of a Party hereunder to assert a right or enforce an obligation of the other Party shall not be deemed a waiver of such right or obligation. The waiver by any Party of a breach of any provision of, or Event of Default under, this Agreement shall not operate or be construed as a waiver of any other breach of that provision or as a waiver of any breach of another provision of, Event of Default or potential Event of Default under, this Agreement, whether of a like kind or different nature."], "obj_label": "Waivers", "id": "cad5e03e-1ba6-41cf-b40a-d53edcb75995", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay by the Administrative Agent, the Collateral Agent or any Lender in exercising any right or power hereunder or under any other Loan Document 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 each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 11.02 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances."], "obj_label": "Waivers", "id": "41444e2b-59a3-47ff-8d09-326bef9599f1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time."], "obj_label": "Waivers", "id": "d4738fa4-de52-4f4b-96b9-7d2061fdf62c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny waiver by any party of any provision of this Master Indenture or any right, remedy or option hereunder shall only prevent and estop such party from thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and only as to the specific instance and for the specific purpose for which such waiver was given. The failure or refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon the strict performance of any of the terms or provisions of this Master Indenture by any party hereto or the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or relinquishment of any such term or provision, but the same shall continue in full force and effect. No failure on the part of the Indenture Trustee to exercise, and no delay on its part in exercising, any right or remedy under this Master Indenture and any Series Supplement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Master Indenture are cumulative and not exclusive of any rights or remedies provided by law."], "obj_label": "Waivers", "id": "f4e69869-0462-4adc-8779-725efb942f49", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe provisions of this Agreement may be waived only in writing signed by the party or parties entitled to the benefit thereof. A waiver or any breach or failure to enforce any provision of this Agreement shall not in any way affect, limit or waive a party\u2019s rights hereunder at any time to enforce strict compliance thereafter with every provision of this Agreement."], "obj_label": "Waivers", "id": "646d9af7-2667-429c-b1ce-7adca3f65687", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThis Section Error! Reference source not found. shall not affect the enforceability (other than as specifically set out herein), legality or validity of any Guaranty and Administrative Agent is entitled to claim in court that making payments under such Guaranty by the relevant German Guarantor does not fall within the scope of section 30 of the German Limited Liabilities Company Act ( GmbHG ). No reduction of the amount enforceable under any Guaranty pursuant to this Section Error! Reference source not found. will prejudice the right of Administrative Agent to continue to enforce such Guaranty (subject always to the operation of the limitations set out above at the time of such enforcement) until full satisfaction of the claims guaranteed. Administrative Agent\u2019s rights to any remedies it may have against a German Guarantor shall not be limited if it is ascertained in court by a final non- appealable ( rechtskr\u00e4ftig ) court order that the limitations contained in this Section Error! Reference source not found. are not necessary to avoid that the managing directors of the German Guarantor become personally liable pursuant to section 43 paragraph 3 of the German Limited Liabilities Company Act ( GmbHG ). The agreement of Administrative Agent to abstain from demanding any or part of the payment under any Guaranty in accordance with the provisions above shall not constitute a waiver ( Verzicht ) of any right granted under this Agreement or any other document evidencing the Obligations to Administrative Agent."], "obj_label": "Waivers", "id": "1c1615a9-3ed3-4182-9715-a28cb9742db1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBorrower waives presentment for payment, demand, protest, notice of dishonor, notice of protest, diligence on bringing suit against any party hereto, and all defenses on the ground of any extension of the time of payment that may be given by Lender to it. Borrower agrees not to assert against Lender as a defense (legal or equitable), as a set-off, as a counterclaim, or otherwise, any claims Borrower may have against any other party liable to Lender for all or any part of the obligations under this Note. All rights of Borrower hereunder, and all obligations of Borrower hereunder, shall be absolute and unconditional, not discharged or impaired irrespective of (and regard less of whether Borrower receives any notice of): (i) any lack of validity or enforceability of any provision of this Note; (ii) any change in the time, manner or place of payment or performance, or in any term, of all or any of the obligations hereunder or any other amendment or waiver of or any consent to any departure from any provision herein; or (iii) any release of or modifications to or insufficiency, unenforceability or enforcement of the obligations of any guarantor or other obligor. To the extent permitted by law, Borrower hereby waives any rights under any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist and any other circumstance which might otherwise constitute a defense available to, or a discharge of any party with respect to the obligations of Borrower hereunder."], "obj_label": "Waivers", "id": "84d21f31-6f4b-4014-97a0-e09bb3d009b1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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, 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION."], "obj_label": "Waivers", "id": "68104b55-7897-481c-825c-2795ea632035", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept with respect to actions in connection with any Bankruptcy Event of Default (as defined in the Note), any Fundamental Transaction (as defined in the Note), any Distribution (as defined in the Note) or any conversion of the Note in accordance with its terms, Holder agrees to forbear from any action that would require the cash payment by the Company of any principal of the Note outstanding as of the date hereof during the Option Period. During the Option Period, Holder hereby waives any restriction under the Note and/or the Securities Purchase Agreement, as applicable, to any Subsequent Placement (as defined in the Securities Purchase Agreement) that, upon consummation thereof, would coincide with the immediate exercise of the Option and the payment in full to Holder of the Purchase Price hereunder."], "obj_label": "Waivers", "id": "c62e382e-2da4-402d-883f-0e5073993444", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo delay or failure on the part of the Administrative Agent, any Lender or any Issuing Bank, or on the part of the holder or holders of any Notes, in the exercise of any power, right or remedy under any Credit Document shall operate as a waiver thereof or as an acquiescence in any default, nor shall any single or partial exercise thereof preclude any other or further exercise of any other power, right or remedy. To the fullest extent permitted by applicable law, the powers, rights and remedies under the Credit Documents of the Administrative Agent, the Lenders, the Issuing Banks and the holder or holders of any Notes are cumulative to, and not exclusive of, any powers, rights or remedies any of them would otherwise have."], "obj_label": "Waivers", "id": "cb69947d-d738-4c28-8960-b78cc5616b10", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure on the part of the Collateral Agent or Lenders 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."], "obj_label": "Waivers", "id": "0effcbf6-b34f-4de6-9bca-e296b15a66df", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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 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, ADMINISTRATIVE 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."], "obj_label": "Waivers", "id": "cb38f563-e860-4d5d-8ab3-f0b1e86181aa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo 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).\u00a0 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."], "obj_label": "Waivers", "id": "14c2ffa3-0c63-4c33-beca-e521b1b0f704", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH BORROWER, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY 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 ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF."], "obj_label": "Waivers", "id": "dc7df2a4-adc1-4f95-95fe-764598346461", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. Notice or knowledge of any matter shall not constitute a waiver of any representation or warranty with respect to such matter. The waiver by any Party of any breach of any provision shall not be construed as a waiver of any other provision by such party. Each Party shall have the right to waive fulfillment of a condition or covenant or compliance with a representation or warranty of which it is the beneficiary, but such waiver may be made only by written instrument executed by such Party."], "obj_label": "Waivers", "id": "20ada8ff-ed82-4031-88ab-8529ee10e8dd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH OF THE PARTIES 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.\u00a0 EACH OF THE PARTIES 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 AN ORIGINAL COUNTERPART OF 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."], "obj_label": "Waivers", "id": "07479de2-a844-4540-9413-83f434315e7e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo delay or omission by a Party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by a Party will be effective only if contained in a written document signed by such Party. A waiver or consent given by a Party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion."], "obj_label": "Waivers", "id": "870e30ef-e29c-4284-a5eb-51fa39c8fe1a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations, this Guaranty or any circumstance referred to in Section 2, and waives any requirement that the Administrative Agent or any Lender 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 Assignee or any other person or entity or any collateral."], "obj_label": "Waivers", "id": "fd8d2f00-a359-4fcc-af0d-5d83d7d0e0fa", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH OF THE PARTIES 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) ARISING UNDER THIS AGREEMENT OR (B) IN 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 OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL 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."], "obj_label": "Waivers", "id": "2366442b-4e74-4358-8342-64d145dcd9ce", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay on the part of the Seller, 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 Issuer or the Seller 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."], "obj_label": "Waivers", "id": "3760c658-264a-4ecc-b4e2-43d815c2716c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo waiver of any provision of this Agreement is effective unless made in writing and signed by the waiving party, and, in the case of the Company only after the waiver has been specifically approved by the Board. 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, will not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach."], "obj_label": "Waivers", "id": "90e20fe9-f40c-4317-8290-e37298ce6195", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party.\u00a0\u00a0The failure of a party to require the performance of any term or obligation of this Agreement, or the waiver by a 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."], "obj_label": "Waivers", "id": "24aa70da-9ec7-4b43-b935-37fe4281e0c2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nIn connection with the Contemplated Transactions, the Shareholder hereby expressly (a)\u00a0waives, to the extent permitted under applicable Law, the applicability of the provisions for dissenters\u2019 or appraisal rights set forth in the WBCA (or any other similar applicable Law), with respect to any Subject Shares, (b)\u00a0agrees that the Shareholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters\u2019 or appraisal rights in respect of any Subject Shares, and (c)\u00a0agrees that the Shareholder will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Body, which (i)\u00a0challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii)\u00a0alleges that the execution and delivery of this Agreement by the Shareholder, or the approval of the Merger Agreement by the board of directors of C3J Therapeutics (the \u201c C3J Therapeutics Board \u201d), breaches any fiduciary duty of the C3J Therapeutics Board or any member thereof; provided that the Shareholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Shareholder that relates solely to the Shareholder\u2019s capacity as a director, officer or securityholder of C3J Therapeutics."], "obj_label": "Waivers", "id": "3fc2aa93-d71a-4162-9679-88c7a8e4d509", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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 THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES IT JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL."], "obj_label": "Waivers", "id": "752388b8-dd6a-432b-a803-30733202b6e8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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).\u00a0 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."], "obj_label": "Waivers", "id": "d1283690-43e9-421c-9fca-f6da8fdc4c13", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNotwithstanding any provision in this Certificate of Designations to the contrary, any provision contained herein and any right of the Holders of Series B Preferred Stock granted hereunder may be waived as to all shares of Series B Preferred Stock (and the Holders thereof) upon the vote or written consent of the Holders of a majority of the shares of Series B Preferred Stock then outstanding."], "obj_label": "Waivers", "id": "86a1fa67-aa5d-4ac2-8034-e740ad39c901", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Party 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 of the other Parties contained herein or in any document delivered by the other Parties pursuant to this Offer Letter; or (c) waive compliance with any of the agreements of the other Parties or conditions to any such Party\u2019s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any other right hereunder. Any waiver of any term or condition hereof shall not be construed as a waiver of any subsequent breach or as a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Offer Letter."], "obj_label": "Waivers", "id": "3835c86c-007d-46ed-ac2c-2d3dbff65fb7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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 OR THE REFINANCING TRANSACTIONS CONTEMPLATED 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 AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION."], "obj_label": "Waivers", "id": "b5b67910-642b-4a35-97ce-914751747d1e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe waiver by either party of any right hereunder or of any breach by the other party will not be deemed a waiver of any other right hereunder or of any other breach by the other party.\u00a0\u00a0No waiver will be deemed to have occurred unless set forth in a writing.\u00a0\u00a0No waiver will constitute a continuing waiver unless specifically stated, and any waiver will operate only as to the specific term or condition waived."], "obj_label": "Waivers", "id": "08fec1ce-07cb-45dc-a0bd-39cf0ea9b674", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower acknowledges that the Administrative Agent or any of its Affiliates may act as the Servicer, and the Borrower waives any and all claims against the Administrative Agent, each Lender or any of their respective Affiliates and the Servicer (other than claims relating to such party\u2019s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction) relating in any way to the custodial or collateral administration functions having been performed by the Administrative Agent or any of its Affiliates in accordance with the terms and provisions (including the standard of care) set forth in the Transaction Documents."], "obj_label": "Waivers", "id": "4c81a9a9-4447-4cbe-98dc-647909ef14e7", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay on the part of Administrative Agent or Lenders to exercise any right or remedy under the Credit Agreement, any other Credit Documents or applicable law shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any right or remedy, all of which are cumulative and may be exercised without notice except to the extent notice is expressly required (and has not been waived) under the Credit Agreement, the other Credit Documents and applicable law."], "obj_label": "Waivers", "id": "ce402639-f881-4c87-a48a-7976c64b48ca", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company\u2019s failure to enforce any provision of this Agreement shall not act as a waiver of its ability to enforce that provision or any other provision. The Company\u2019s failure to enforce any breach of this Agreement shall not act as a waiver of that breach or any future breach. No waiver of any of the Company\u2019s rights under this Agreement will be effective unless in writing. Any such written waiver shall not be deemed a continuing waiver unless specifically stated, and 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."], "obj_label": "Waivers", "id": "de8437cb-b1f9-4d3c-b8fd-0349b991aabb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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).\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, 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."], "obj_label": "Waivers", "id": "18217b83-c120-4e1c-a7d6-3992e063f3b8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) The Guarantor, to the extent permitted under applicable law, hereby waives any right to require Bank to (i) proceed against the Obligor or any other guarantor of the Obligor\u2019s obligations under the Contract, (ii) proceed against or exhaust any security received from the Obligor or any other guarantor of the Obligor\u2019s Obligations under the Contract, or (iii) pursue any other right or remedy in the Bank\u2019s power whatsoever."], "obj_label": "Waivers", "id": "f7cb9996-7e11-4931-9573-05390b79e105", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE LENDERS, THE AGENT AND THE BORROWERS KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AMENDMENT, THE AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF ANY OF THEM. NEITHER THE LENDERS, THE AGENT NOR THE BORROWERS SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH 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. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE LENDERS AND THE AGENT OR THE BORROWERS, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM."], "obj_label": "Waivers", "id": "e46c2a92-feb5-4a96-ac62-3947dfdb4f5b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay on the part of any party 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. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise."], "obj_label": "Waivers", "id": "e944af35-d52e-44a5-afb5-1037c43d44d6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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\u00a0EACH 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."], "obj_label": "Waivers", "id": "9edddb6e-f8aa-4e06-a60e-4133735277a9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSecured Party shall not be deemed to have waived any of its rights hereunder or under any other agreement, instrument or paper signed by Grantor unless such waiver is in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion."], "obj_label": "Waivers", "id": "a0f45595-ebda-44a4-85d4-5e642b3415eb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF 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, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION."], "obj_label": "Waivers", "id": "a32aaa7c-5ed6-4f4a-a72d-fb34573be58d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNone of the terms of this Agreement shall be deemed to have been waived by any party hereto, unless such waiver is in writing and signed by that party. The 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 other provision of this Agreement or any further breach of the provision so waived."], "obj_label": "Waivers", "id": "61abeb93-1404-4a1c-b427-7ad859e7e4f4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.\u00a0\u00a0No such written waiver shall be deemed a continuing waiver, unless specifically stated therein, and each waiver 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 the act specifically waived."], "obj_label": "Waivers", "id": "5ac03b7b-6035-4ca8-802e-e8f90aa0af73", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay on the part of any Party in either exercising or enforcing any right under this Agreement shall operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement of any such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right. No waiver of any such right shall have effect unless given in a signed writing. No waiver of any such right shall be deemed a waiver of any other right."], "obj_label": "Waivers", "id": "cdfa9940-102c-404b-bf76-23f3514897c4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE PARTIES HERETO HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, INTERPRETATION OR ENFORCEMENT HEREOF. THE PARTIES HERETO AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART OF THIS AGREEMENT."], "obj_label": "Waivers", "id": "54c93d48-ec17-458b-a026-1f3ba9340651", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo omission or course of dealing on the part of Agent, any Lender or the holder of any Note (or, if there is no Note, the holder of the interest as reflected on the books and records of Agent) in exercising any right, power or remedy hereunder or under any of the Loan Documents 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 or under any of the Loan Documents.\u00a0 The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held under any of the Loan Documents or by operation of law, by contract or otherwise."], "obj_label": "Waivers", "id": "06f9213a-64ea-40c5-977a-84dced1d0628", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nALL PARTIES HEREUNDER 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 COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT."], "obj_label": "Waivers", "id": "e59064a6-f878-4ea7-b8e6-c11b2cbf333e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure on the part of the Secured Party or any of its Representatives to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Secured Party or any of its Representatives of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law."], "obj_label": "Waivers", "id": "b14cb3ab-b633-4daf-9b5a-3c2745915ab4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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\u00a011.15 ."], "obj_label": "Waivers", "id": "e2c56ef4-b394-4cad-965d-bac6f959054c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach party hereby waives, to the fullest extent permitted by applicable law, any right they 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. Each 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 they and the other party hereto have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 6(l)."], "obj_label": "Waivers", "id": "55f0419b-5733-41b0-978a-32758f6fe47c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny party hereto or beneficiary hereof may by written notice to the other parties (i)\u00a0extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, (ii)\u00a0waive compliance with any of the conditions or covenants of the other parties contained in this Agreement, and (iii)\u00a0waive or modify performance of any of the obligations of the other parties under this Agreement. Except 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. The 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."], "obj_label": "Waivers", "id": "05c041d1-5a3f-4adc-8336-0c1b8ee80a5d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect of this Agreement at law or in equity, or to insist upon compliance by the other party with its obligation under this Agreement, and any custom or practice of the parties at variance with the terms of this Agreement, shall not constitute a waiver by such party of such party\u2019s right to exercise any such or other right, power or remedy or to demand such compliance."], "obj_label": "Waivers", "id": "842094f5-dcbf-4b4b-9679-676cbf6c8f7c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver or breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant, term or condition. Acceptance by Landlord of any performance by Tenant after the time the same shall have become due shall not constitute a waiver by Landlord of the breach or default of any covenant, term or condition unless otherwise expressly agreed to by Landlord in writing."], "obj_label": "Waivers", "id": "554585e7-cbd0-445d-b9cb-94901c054bc9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure to exercise and no delay in exercising on the part of the Holder, of 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."], "obj_label": "Waivers", "id": "09016e97-50c2-448f-9fa1-d843da4c9212", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo 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. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law."], "obj_label": "Waivers", "id": "c5f54ea0-8196-4d52-99b9-43654c239be8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement 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 under this Agreement."], "obj_label": "Waivers", "id": "ac32691b-f75f-49f0-ab37-cf0fa104fd91", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Guarantor hereby waives diligence, presentment and demand (whether for nonpayment or protest or of acceptance, maturity, extension of time, change in nature or form of the Obligations), acceptance of further security, release of further security, composition or agreement arrived at as to the amount of, or the terms of, the Obligations, notice of adverse change in the Company\u2019s or any Subsidiary\u2019s financial condition or any other fact which might be in conflict with the terms of this Guarantee. The Guarantor hereby waives any requirement on the part of any Guaranteed Party to mitigate the damages resulting from any default under any Credit Document. The Guarantor represents, warrants and agrees that, as of the date of this Guarantee, its obligations under this Guarantee are not subject to any offsets or defenses of any kind against the Guaranteed Parties, the Company or any Subsidiary that executes a Credit Document. The Guarantor further agrees that its obligations under this Guarantee shall not be subject to any counterclaims, offsets or defenses of any kind which may arise in the future against the Guaranteed Parties of the Company or any other Loan Party that executes a Credit Document."], "obj_label": "Waivers", "id": "da7ca8c1-d78f-4918-b2ad-0142c45097a3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nANY CONTROVERSY THAT MIGHT ARISE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES. CONSEQUENTLY, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY Proceeding a Party brings under or relating to this Agreement or any OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IN THE EVENT OF LITIGATION THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER, (B) THE PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE WAIVER, (C) THE PARTY MAKES THE WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) THE PARTY AND EACH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.13 . Any Party may file an original counterpart or a copy of this Agreement with any court as written and conclusive evidence of the consent of each party to the waiver of its right to trial by jury."], "obj_label": "Waivers", "id": "a73f0d5a-4bf7-4e4d-a471-def6a081fc75", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEither Maker or Holder may (i) extend the time for the performance of any of the obligations or other acts of the other party or (ii) waive compliance with any of the agreements of the other party or conditions to such party\u2019s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights."], "obj_label": "Waivers", "id": "fef8cf20-b295-423a-b1f4-b74ab3b74005", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise provided in this Agreement, any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure."], "obj_label": "Waivers", "id": "58f4589b-fc20-4a91-b1b7-0e543884208c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay on the part of the Issuer in exercising any power, right or remedy under this Agreement or the Assignment shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any such power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy."], "obj_label": "Waivers", "id": "08a4272c-d3ee-4bfa-9151-117766bc9be0", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH PARTY HERETO, ENTEGRIS 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 ANY PARI DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO, ENTEGRIS AND EACH OTHER GRANTOR (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 EACH SUCH PARTY HERETO, ENTEGRIS AND EACH OTHER GRANTOR HAS BEEN INDUCED TO ENTER INTO OR ACKNOWLEDGE THIS AGREEMENT AND THE OTHER PARI DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION."], "obj_label": "Waivers", "id": "b21f5edd-6141-46d4-ba42-9c920f5235bb", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH BORROWER PARTY AGREES THAT IT WILL NOT ASSERT ANY CLAIM, AND HEREBY WAIVES ANY CLAIM, AGAINST AGENT OR ANY OTHER INDEMNIFIED PERSON UNDER ANY LOAN DOCUMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. BORROWER EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY AGENT PURSUANT TO ANY LOAN DOCUMENT, ANY AND EVERY RIGHT IT MAY HAVE TO (a)\u00a0INTERPOSE ANY COUNTERCLAIM THEREIN UNLESS UNDER THE APPLICABLE RULES OF COURT SUCH COUNTERCLAIM MUST BE ASSERTED IN SUCH PROCEEDING, OR (b)\u00a0HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING UNLESS UNDER THE APPLICABLE RULES OF COURT SUCH SUIT, ACTION OR PROCEEDING MUST BE CONSOLIDATED WITH THE PROCEEDING BROUGHT BY AGENT."], "obj_label": "Waivers", "id": "17902e51-82ff-48f5-ae90-278079df91dd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Guarantor unconditionally waives, to the extent permitted by applicable law, (a)\u00a0notice of any of the matters referred to in Section\u00a03, (b)\u00a0notice to such Guarantor of the incurrence of any of the Obligations, notice to such Guarantor or the Obligors of any breach or default by such Obligors with respect to any of the Obligations or any other notice that may be required, by statute, rule of law or otherwise, to preserve any rights of the Holders against such Guarantor, (c)\u00a0presentment to or demand of payment from the Obligors or the Guarantor with respect to any amount due under any Note Document or protest for nonpayment or dishonor, (d)\u00a0any right to the enforcement, assertion or exercise by any of the Holders of any right, power, privilege or remedy conferred in the Note Purchase Agreement or any other Note Document or otherwise, (e)\u00a0any requirement of diligence on the part of any of the Holders, (f)\u00a0any requirement to exhaust any remedies or to mitigate the damages resulting from any default under any Note Document, (g)\u00a0any notice of any sale, transfer or other disposition by any of the Holders of any right, title to or interest in the Note Purchase Agreement or in any other Note Document and (h)\u00a0any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against such Guarantor."], "obj_label": "Waivers", "id": "ec6071d0-d983-4103-9b3c-5553f3f94f64", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure to exercise and no delay in exercising, on the part of any 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 The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law."], "obj_label": "Waivers", "id": "07f245e7-effc-4df5-a455-f689b6f57829", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAs of the Fourth Amendment Effective Date, each of the Lenders party hereto (representing all Lenders) waives the Event of Default that has occurred or will occur under Sections 7.1(a) and 7.1(c) of the Credit Agreement as a result of Holding\u2019s entry into that certain Revenue Purchase Agreement, dated as of February 1, 2019, among Holdings, Jus-Com, Benchmark FTE Holdings, LLC, and Focus Venture Partners Inc., as the merchant thereunder , and Cedar Advance LLC."], "obj_label": "Waivers", "id": "734ecd88-4201-4876-a0d8-ae44c8054044", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo waiver of any term or condition of this Note shall be construed to be a waiver of any succeeding breach of the same term or condition. \u00a0No failure or delay of Payee to exercise any power hereunder, or it insists upon strict compliance by Maker of any obligations hereunder, and no custom or other practice at variance with the terms hereof shall constitute a waiver of the right of Payee to demand exact compliance with such terms."], "obj_label": "Waivers", "id": "09ce4f29-eb11-4c2f-9546-b138edccea72", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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 ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (II) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (III) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14 ."], "obj_label": "Waivers", "id": "139865fe-44ef-469f-a951-0d334129ac62", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo waiver of any provision\u00a0hereof shall be effective unless made in writing and signed by the waiving party.\u00a0The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any 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."], "obj_label": "Waivers", "id": "6166bd77-cf13-4bd4-8702-b5e72fa696e3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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 LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. 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, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section\u00a010.11."], "obj_label": "Waivers", "id": "bfc7de19-09ff-4e77-afc3-d0891a492f39", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither 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. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver."], "obj_label": "Waivers", "id": "deac2e29-e268-489b-8cf4-d71a3dde647a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the party or parties 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 waiver of any such breach of any other covenant, duty, agreement or condition. Nothing in this Agreement shall obligate the Issuer or any Ares Operating Group Entity to treat any Ares Operating Group Limited Partners alike, whether or not such Ares Operating Group Limited Partners are similarly situated, and the exercise of any power or discretion by the Issuer or any Ares Operating Group Entity in the case of any one Ares Operating Group Limited Partner shall not create any obligation on the part of the Issuer or any Ares Operating Group Entity to take any similar action in the case of any other Ares Operating Group Limited Partner, it being understood that any power or discretion conferred upon the Issuer or any Ares Operating Group Entity shall be treated as having been so conferred as to each Ares Operating Group Limited Partner separately."], "obj_label": "Waivers", "id": "97732593-f55b-42c3-8415-285c08e95d5a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe failure of either party to insist in any one or more instances upon the strict performance of any one or more of the agreements, terms, covenants, conditions or obligations of this Lease, or to exercise any right, remedy or election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this Lease or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission whether of a similar nature or otherwise."], "obj_label": "Waivers", "id": "f954d9b4-75ce-4b61-aed2-fe8f51b47515", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo waiver or consent by Lender with respect to any act or omission of Borrower or any Subsidiary on one occasion shall constitute a waiver or consent with respect to any other act or omission by Borrower or any Subsidiary on the same or any other occasion, and no failure on the part of Lender to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right hereunder preclude any other or further right of exercise thereof or the exercise of any other right. 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."], "obj_label": "Waivers", "id": "72c7342a-bbee-4a05-9635-87598e71ffde", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo provision of this Agreement shall be modified, waived or dis charged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive).\u00a0\u00a0No 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."], "obj_label": "Waivers", "id": "fb6e072f-7299-4a60-be79-c944798c9d34", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny Event of Default which may have occurred under the Notes has not been, is not hereby, and shall not be deemed to be waived by Lender, expressly, impliedly, through course of conduct or otherwise except upon full satisfaction of Borrower\u2019s obligations under this Agreement. The agreement of Lender to refrain and forbear from exercising any rights and remedies by reason of any existing default or any future default shall not constitute a waiver of, consent to, or condoning of, any other existing or future default."], "obj_label": "Waivers", "id": "2722c500-2c81-4297-a440-8ab805751d1d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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, ADMINISTRATIVE 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."], "obj_label": "Waivers", "id": "052d5fce-20c9-4abc-b40f-6e38ef77d8d8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo consent or waiver, express or implied, by any party to or of any breach or default by any other party in the performance by such other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of obligations hereunder by such other party hereunder. Failure on the part of any party to complain of any act or failure to act of any other party or to declare any other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such first party of any of its rights hereunder. The rights and remedies provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or equity."], "obj_label": "Waivers", "id": "9eb57786-6111-4e02-8640-2e8b64e5cce5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY\u00a0HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY.\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 GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION\u00a024 ."], "obj_label": "Waivers", "id": "8c050d9d-3dcc-430e-9efc-f088dbb6bd0f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe delay or failure by either Party to exercise or enforce any of its rights under this Agreement will not constitute, or be deemed to be, a waiver of those rights, nor will any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other right.\u00a0 No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party against which it is being enforced."], "obj_label": "Waivers", "id": "62e475eb-76e5-4c04-ae36-6ae4e72a012c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo 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 herein provided shall be cumulative and not exclusive of any rights or remedies provided by law."], "obj_label": "Waivers", "id": "2d7ffede-b734-4fca-bc23-6723a5255d23", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH OF THE PARTIES TO THIS AGREEMENT WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE OF ANY NATURE WHATSOEVER THAT MAY ARISE BETWEEN THEM, INCLUDING THOSE DISPUTES RELATING TO OR INVOLVING, IN ANY WAY THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, THE PROVISIONS OF ANY FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE NOTWITHSTANDING. By execution of this Agreement, each of the parties hereto acknowledges and agrees that such party has had an opportunity to consult with legal counsel and that such party knowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions contemplated by this Agreement, the provisions of any Applicable Law notwithstanding."], "obj_label": "Waivers", "id": "46382ea7-7337-496d-a9e3-dd9031fb7ebc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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). EACH 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."], "obj_label": "Waivers", "id": "2a19ecab-6dab-43a7-a288-efa0f9f39a8e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny failure of a Party to enforce any of the provisions of this Agreement or to require compliance with any of its terms at any time during the pendency of this Agreement shall in no way affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of the right of such Party thereafter to enforce any and each such provision."], "obj_label": "Waivers", "id": "823ec56e-ccc9-4d4e-9225-82d1f4c27b84", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH 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 PLEDGE 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 PLEDGE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.07."], "obj_label": "Waivers", "id": "6d53933c-3649-419d-9b91-6f9ed8523c50", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Guarantor expressly, unconditionally and irrevocably waives any and all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Lender or any other Holder to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any Credit Party or Subsidiary, any other Person or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. Each Guarantor acknowledges and agrees that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the other Transaction Documents and that the waivers set forth in this Article 8 are knowingly made in contemplation of such benefits. Each Guarantor acknowledges and agrees that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Transaction Documents and that, but for the provisions of this Article 8 and such waivers, the Lender would decline to enter into this Agreement."], "obj_label": "Waivers", "id": "98de7c59-a88b-4051-9eaf-d1a1b079bad6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure to exercise and no delay in exercising on the part of the Noteholder, of 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."], "obj_label": "Waivers", "id": "91551996-03f3-4de6-906d-66b12aee5e86", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSubordinated Creditor shall not object to, oppose, take any action or vote in any way so as to directly or indirectly challenge or contest (in an Insolvency Proceeding or otherwise) (i) any claim by Senior Agent or any Senior Creditor for allowance in any Insolvency Proceeding of Senior Indebtedness consisting of post-petition interest, fees, or expenses, (ii) the validity, perfection, priority or the enforceability of the Senior Credit Agreement, the other Senior Documents or the Liens granted to Senior Agent and the Senior Creditors with respect to the Senior Indebtedness, (iii) the validity or enforceability of the subordination provisions contained in this Agreement or (iv) the rights and duties of Senior Agent and the Senior Creditors established in the Senior Credit Agreement or any other Senior Document to the extent such rights and duties are not, and/or have not been exercised in a manner, prohibited by any of the terms of this Agreement. At any time prior to the Final Payment of the Senior Indebtedness, nothing contained herein shall prohibit or in any way limit Senior Agent or any Senior Creditor from objecting in any Insolvency Proceeding to any action taken by Subordinated Creditor, including the assertion by Subordinated Creditor of any of its rights and remedies under the Subordinated Documents."], "obj_label": "Waivers", "id": "3b27ba44-599e-45ea-8796-ddde1af6e850", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo provision of this Agreement may be modified, waived or discharged unless such waiver, modification, or discharge is agreed to in a writing signed by Executive and an officer of the Company (other than Executive) duly authorized by the Board to execute such amendment, waiver or discharge. No waiver by either Party of any breach of the other Party of, or 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."], "obj_label": "Waivers", "id": "4ef8e010-c973-4ffa-901d-ed72846cac8b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNo failure or delay on the part of the Sponsor, the Servicer, the Asset Representations Reviewer, 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 any party hereto 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."], "obj_label": "Waivers", "id": "af3573c6-e354-4091-a8c4-4f1b2ae15247", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny waiver by the Company or the Holder of a breach of any provision of this Note 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 Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note 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 Note on any other occasion. Any waiver by the Company or the Holder must be in writing."], "obj_label": "Waivers", "id": "d8cfe564-9f5f-48ed-97fa-7626a2ffa41d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTHE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTE AND FOR ANY COUNTERCLAIM THEREIN. 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 9.13 ."], "obj_label": "Waivers", "id": "569e55e9-510e-45ac-878f-95f62c2fae4f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(i)\u00a0(A)\u00a0The Plan Investor Fundamental Representations shall be true and correct in all material respects (without giving effect to any limitation as to \u201cmateriality\u201d, \u201cPlan Investor Material Adverse Effect\u201d or other similar qualifications) both as of the date of this Agreement and as of the Closing Date as if made and as of such date (except to the extent expressly made as of an earlier date, in which case, as of such earlier date) and (B)\u00a0all other representations and warranties of the Plan Investor set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to \u201cmateriality\u201d, \u201cPlan Investor Material Adverse Effect\u201d or other similar qualifications) as of the date of this Agreement and the Closing Date (except to the extent expressly made as of an earlier date, in which case, as of such earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to result in a Plan Investor Material Adverse Effect and except where the failure of such representations and warranties to be true and correct arises solely out of the implementation of the Scheme, (ii)\u00a0the Plan Investor has performed, or caused to be performed, in all material respects the covenants in this Agreement that are required to be complied with by the Plan Investor Group between the date of this Agreement and the Closing Date, and (iii)\u00a0the Company shall have received a certificate signed by an authorized officer of the Plan Investor, in a form reasonably acceptable to the Company, certifying that this conditions in the foregoing clauses (i)\u00a0and (ii)\u00a0have been satisfied at Closing."], "obj_label": "Warranties", "id": "0475df17-0d5e-4d59-900b-60e7939a0b10", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll representations and warranties of the Parties set forth in Article VI and Article VII shall survive for a period of three (3) years following the Closing; provided that there shall be no termination of any such representation or warranty as to which a claim for Losses has been asserted prior to the termination of such survival period. Following the Closing, each of the covenants and agreements of the parties contained in, or made by the parties pursuant to the terms of, this Agreement that are to be performed by the parties at or after the Closing shall survive the Closing until the same shall have been performed or discharged in full in accordance with their terms. No other agreements and covenants in this Agreement shall survive other than the agreements and covenants set forth in ARTICLE III, ARTICLE IV, ARTICLE XI, this ARTICLE XIII and ARTICLE XIV, which shall survive indefinitely."], "obj_label": "Warranties", "id": "a45e47ab-b918-47b1-be78-f733285177b5", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a)\u00a0 Borrower represents, warrants and covenants that (i)\u00a0Borrower has directed all Tenants under the Leases to mail all checks and wire all funds with respect to any payments due under such Leases directly to the Collection Account pursuant to the terms of the Original Loan Agreement, and (ii)\u00a0Borrower shall deliver a letter substantially in the form attached hereto as Exhibit\u00a0B to Tenants under all Leases entered into after the date hereof."], "obj_label": "Warranties", "id": "a18410ac-7c14-4052-8b3a-054e8d37e37f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Borrower hereby (a) acknowledges the terms of this First Amendment and the Credit Agreement; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; and (c) represents and warrants to the Lenders that, as of the date hereof, after giving effect to the terms of this First Amendment: (i) all of the representations and warranties contained in each Loan Document to which the Borrower is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect, or a similar qualification, true and correct in all respects) as of the First Amendment Effective Date (unless any such representation or warranty relates solely to a specific earlier date, in which case, such representation or warranty was true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect, or a similar qualification, true and correct in all respects) as of such earlier date); (ii) no Default or Event of Default has occurred and is continuing and the Aggregate Revolving Credit Exposures do not, and will not immediately after giving effect to this First Amendment, exceed the Borrowing Base; (iii) since the date of the most recent balance sheet delivered pursuant to Section 8.01(a) of the Credit Agreement, no Material Adverse Effect has occurred; (iv) the execution, delivery and performance by the Borrower of this First Amendment are within Borrower\u2019s corporate powers, have been duly authorized by all necessary corporate action, require no consent or approval of, or filing with, any governmental body, agency or official and do not violate any provision of applicable law or any material agreement binding upon Borrower or any other Loan Party; and (v) this First Amendment constitutes the valid and binding obligation of the Borrower enforceable in accordance with its terms, except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor\u2019s rights generally, and (B) the availability of equitable remedies may be limited by equitable principles of general application, regardless of whether considered in a proceeding in equity or at law."], "obj_label": "Warranties", "id": "ce5cf052-d3bd-4fb8-a8ac-eae2e54bd8e4", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEmployee warrants that Employee is not bound by the terms of a confidentiality agreement or non-competition agreement or any other agreement with a former employer or other third party that would preclude Employee from accepting employment with the Company or that would preclude Employee from effectively performing Employee\u2019s duties for the Company. Employee further warrants that Employee has the right to make all disclosures that Employee will make to the Company during the course of Employee\u2019s employment with the Company. Employee agrees that Employee shall not disclose to the Company, or seek to induce the Company to use, any confidential information in the nature of trade secrets or other proprietary information belonging to others and that in the event that the Company directs Employee to perform tasks that would result in the disclosure or use of any such confidential information, that Employee shall notify the Company in advance of any such disclosure. Employee agrees to defend, indemnify, and hold harmless the Company for any losses that it incurs as a result of the Employee\u2019s violation of any non-competition, non-solicitation, non-disclosure, or trade secret obligations that Employee may have to any other party during employment with the Company. Employee also agrees that any violation by Employee of any non-competition, non-solicitation, non-disclosure, or trade secret obligations that Employee may have to any other party during employment with the Company shall be grounds for immediate discharge."], "obj_label": "Warranties", "id": "6517ffb8-867f-4a1f-adf8-d429bca1d426", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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 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."], "obj_label": "Warranties", "id": "9ead4395-76b3-4e78-8fe3-547b522cbda6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nTrustor represents, covenants and warrants that Trustor has good and marketable title to an indefeasible fee estate or a valid leasehold interest, as applicable, in the Site, free and clear of all encumbrances except Permitted Liens, and that it has the right to hold, occupy and enjoy its interest in the Trust Estate, and has good right, full power and lawful authority to subject the Trust Estate to the Lien of this Deed of Trust and pledge the same as provided herein."], "obj_label": "Warranties", "id": "306baa21-d9e2-4ac2-91a6-a4787a0c7e8b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND MYND CALIFORNIA (ON BEHALF OF ITSELF AND EACH MEMBER OF THE MYND CALIFORNIA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH (INCLUDING WITHOUT LIMITATION GOVERNMENTAL APPROVALS OR PERMITS OF ANY KIND), AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN \u201cAS IS,\u201d \u201cWHERE IS\u201d BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH."], "obj_label": "Warranties", "id": "73f611d9-dc68-4258-bcbb-8556abbfd5c3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Loan Party covenants, warrants and represents to Lenders that all representations and warranties of such Loan Party contained in this Agreement or in any other Loan Documents shall be true at the time of such Loan Party\u2019s execution of this Agreement and the other Loan Documents, and Lenders\u2019 right to bring an action for breach of any such representation or warranty or to exercise any remedy under this Agreement based upon the breach of such representation or warranty shall survive the execution, delivery and acceptance hereof by Lenders and the closing of the transactions described herein or related hereto until the Obligations are finally and irrevocably paid in full."], "obj_label": "Warranties", "id": "9a40d962-8494-4fe0-934b-cd457f41c673", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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. The provisions of Sections \u00a010.14 and 10.15 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."], "obj_label": "Warranties", "id": "ea1eb5fb-ea0c-4080-bb49-0e06917e2a1d", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(b) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Companies in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Companies. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. Each Lender and each Issuing Bank acknowledges that no Agent or Related Person of any Agent has made any representation or warranty to it. Except for documents expressly required by any Loan Document to be transmitted by an Agent to the Lenders or the Issuing Banks, no Agent shall have any duty or responsibility (either express or implied) to provide any Lender or any Issuing Bank with any credit or other information concerning any Loan Party or any Affiliate of a Loan Party, including the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of a Loan Party, that may come in to the possession of an Agent or any of its Related Persons."], "obj_label": "Warranties", "id": "13ae3072-5085-4927-8c3e-befd40cff350", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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 until the Termination Date."], "obj_label": "Warranties", "id": "6cf6862d-ba17-4a22-95bb-d9d57392357a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nInvestor represents and warrants to Company that: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an \u201caccredited investor\u201d as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) Investor has been furnished with or has had access to all information it has requested from Company and has had an opportunity to review the books and records of the Company and to discuss with management of Company its business and financial affairs and has generally such knowledge and experience in business and financial matters and with respect to investments in securities of development-stage companies so as to enable it to understand and evaluate the risks of such investment and form an investment decision with respect thereto."], "obj_label": "Warranties", "id": "57077d5b-8170-41fd-a289-5f774259fa2a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny representation or warranty of the Borrower made in the Purchase Agreement, this Note, the Warrant described in the Purchase Agreement, the Irrevocable Transfer Agent Instructions or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement."], "obj_label": "Warranties", "id": "f2223c17-c9f6-4829-8d57-295398be303e", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGuarantor represents and warrants to Lender that\u00a0\u00a0(A)\u00a0\u00a0no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty;\u00a0\u00a0(B)\u00a0\u00a0this Guaranty is executed at Borrower's request and not at the request of Lender;\u00a0\u00a0(C)\u00a0\u00a0Guarantor has full power, right and authority to enter into this Guaranty;\u00a0\u00a0(D)\u00a0\u00a0the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor;\u00a0\u00a0(E)\u00a0\u00a0Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein;\u00a0\u00a0(F)\u00a0\u00a0upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided;\u00a0\u00a0(G)\u00a0\u00a0no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition;\u00a0\u00a0(H)\u00a0\u00a0no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened;\u00a0\u00a0(I)\u00a0\u00a0Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and\u00a0\u00a0(J)\u00a0\u00a0Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition.\u00a0\u00a0Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor\u00a0\u00a0any information or documents acquired by Lender in the course of\u00a0\u00a0its relationship with Borrower."], "obj_label": "Warranties", "id": "9efd5968-3e25-46bf-9ca1-cc3f551ccc8a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Borrower hereby (a) confirms that all of the representations and warranties set forth in the Credit Agreement are, after giving effect to this Amendment and the transactions contemplated hereby, true and correct with respect to such Borrower as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, and (b) covenants to perform its respective obligations under the Credit Agreement. Each Borrower confirms and agrees that all security interests and Liens granted to Agent continue in full force and effect, and all Collateral remains free and clear of any Liens, other than those granted to Agent and Permitted Liens. Nothing herein is intended to impair or limit the validity, priority or extent of Agent\u2019s security interests in and Liens on the Collateral."], "obj_label": "Warranties", "id": "e10520db-bae6-4ac4-94dc-f5a1f4278419", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including without limitation the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement."], "obj_label": "Warranties", "id": "677fb218-23b9-4057-acb5-3460ca0b4e48", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Purchaser understands and agrees that the offering and sale of the Shares has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser\u2019s representations as expressed herein."], "obj_label": "Warranties", "id": "9f8c5ebf-9ca7-45cc-abf2-bd051bdfadb6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Party hereto represents and warrants to the other Party, as of the A&R Agreement Effective Date, as follows: (a) it is duly organized and validly existing under the Laws of its jurisdiction of incorporation; (b) it has full corporate power and authority and has taken all corporate action necessary to enter into and perform this Agreement; (c) the execution and performance by it of its obligations hereunder will not constitute a breach of, or conflict with, its organizational documents or any other material agreement or arrangement, whether written or oral, by which it is bound or requirement of applicable Laws; (d) this Agreement is its legal, valid and binding obligation, enforceable in accordance with the terms and conditions hereof (subject to applicable Laws of bankruptcy and moratorium and other Laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity); (e) such Party is not prohibited by the terms of any agreement to which it is a party from performing the IO Discovery Program or granting the rights or licenses hereunder; and (f) no broker, finder or investment banker is entitled to any brokerage, finder\u2019s or other fee in connection with this Agreement or the transactions contemplated hereby based on arrangements made by it or on its behalf."], "obj_label": "Warranties", "id": "eac022b3-b045-403c-bbbf-447891ab3031", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBuyer acknowledges and agrees (for itself and on behalf of its Affiliates) that, except for the representations and warranties expressly set forth in Article 3, Seller makes no, and has made no, representation or warranty relating to the Seller or the Interests, and neither Buyer nor any of its Affiliates has relied or will rely upon any representation or warranty except for those expressly set forth in Article 3.\u00a0\u00a0Without limiting the representations and warranties of Seller in Article 3: (i) Buyer acknowledges that it and its representatives have received reasonable access to the books and records of the Companies for the purposes of conducting a due diligence review of the Companies and the Interests, and (ii) Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgement concerning, the Interests."], "obj_label": "Warranties", "id": "3b73c3f2-7673-4f90-8c7b-129b5ba71c9b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties set forth in this Article shall survive the closing under Section 2.02, the sale of the First-Tier Assets by the Purchaser to the Issuer pursuant to the Second-Tier Sale Agreement, and the pledge of the First-Tier Assets by the Issuer to the Indenture Trustee.\u00a0 Upon discovery by the Seller, the Purchaser or the Indenture Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others."], "obj_label": "Warranties", "id": "46f84f7c-ab0b-411a-8974-a70eed9ca487", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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 Loan Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding."], "obj_label": "Warranties", "id": "cae0ac63-3b31-4dc1-b8bd-e3b56110b86a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Purchaser agrees that except for the representations and warranties of the Seller contained in this Agreement, neither the Seller nor any of its Affiliates, stockholders, directors, officers, employees, representatives or advisors have made and shall not be deemed to have made, nor has the Purchaser relied on, any other representation, warranty, covenant or agreement, express or implied, with respect to the Seller, ELAD, the ELAD System, the Purchased Assets, or the transactions contemplated by this Agreement, or the completeness or accuracy of any information made available to the Purchaser."], "obj_label": "Warranties", "id": "11f1c3c3-cd75-42dd-ad39-c884a4b54b90", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe 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 5.5."], "obj_label": "Warranties", "id": "aa267d8c-c77e-4710-9929-69802ede2e28", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties made hereunder shall survive the Closing for a period of one (1) year thereafter (the \u201c Expiration Date \u201d). Notwithstanding the preceding sentence, any representation or warranty in respect of which an indemnity may be sought hereof shall survive the time at which it would otherwise terminate pursuant to the preceding sentence, if a claim for indemnification shall have been given to the party against whom such indemnity may be sought prior to the Expiration Date."], "obj_label": "Warranties", "id": "32e8e22d-b050-469a-8194-124d40894a9b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company shall have delivered the certificate required to be delivered pursuant to Section\u00a04(o) \u00a0on or before the date on which delivery of such certificate is required pursuant to Section\u00a04(o) . The Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to such date, including, but not limited to, the covenants contained in Section\u00a04(p) , Section\u00a04(q) \u00a0and Section\u00a04(r) ."], "obj_label": "Warranties", "id": "b1a6c184-68d9-4a07-ab9e-a443814e8d7a", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the specific representations and warranties contained in this Article \u00a0IV (in each case as modified by the Disclosure Schedules hereto) and the other Transaction Documents, none of GNC, Parent, Seller, or Nutra or any other Person makes any express or implied representation or warranty, including with respect to GNC, Nutra, Parent or Seller, or their respective Subsidiaries or the transactions contemplated by this Agreement, and GNC, Parent, Nutra and Seller disclaim any other representations or warranties, whether made by GNC, Parent, Nutra or Seller, any of their respective Affiliates or any of their respective officers, directors, managers, employees, agents or other Representatives."], "obj_label": "Warranties", "id": "fd8d974f-2e53-4b2d-b7ed-59f25c20dab2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the representations and warranties contained in Section 3 and any schedules or certificates delivered in connection herewith, the Company makes no other representation or warranty, express or implied, written or oral, and hereby, to the maximum extent permitted by applicable Law, disclaims any such representation or warranty, whether by the Company or any other Person, with respect to the Company or with respect to any other information (including, without limitation, pro forma financial information, financial projections or other forward-looking statements) provided to or made available to the Purchaser or any of their respective Representatives in connection with the transactions contemplated hereby."], "obj_label": "Warranties", "id": "c454b25d-1361-4f4a-a493-c7768b93c001", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Issuer hereby assigns to the Trustee its rights relating to the Pledged Loans under the Depositor Purchase Agreement including the rights assigned to the Issuer by the Depositor to payment due from the related Seller, or if applicable the related Approved Seller, for repurchases of Defective Loans (as such term is defined in the applicable Seller Purchase Agreement) resulting from the breach of representations and warranties under the applicable Seller Purchase Agreement or Approved Sale Agreement."], "obj_label": "Warranties", "id": "13d2a1e9-84d5-4034-961d-407bc8948580", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nBuyer acknowledges and agrees (for itself and on behalf of its Affiliates) that, except for the representations and warranties expressly set forth in Article 3, Seller makes no, and has made no, representation or warranty relating to the Seller or the Shares, and neither Buyer nor any of its Affiliates has relied or will rely upon any representation or warranty except for those expressly set forth in Article 3.\u00a0\u00a0Without limiting the representations and warranties of Seller in Article 3: (i) Buyer acknowledges that it and its representatives have received reasonable access to the books and records of the Companies for the purposes of conducting a due diligence review of the Companies and the Shares, and (ii) Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgement concerning, the Shares."], "obj_label": "Warranties", "id": "064d1caf-69e6-4b32-a5cd-40d5c0533c19", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll covenants, agreements, representations and warranties made by the Loan Parties in this Amendment and the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Amendment, the 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 this Amendment 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 or thereunder, and shall continue in full force and effect until the Loan Obligations have been Fully Satisfied. The provisions of Sections\u00a02.14, 2.15, 2.16 and 10.03 and Article\u00a0IX of the Agreement 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 Amendment, the Agreement or any provision hereof or thereof."], "obj_label": "Warranties", "id": "4cb3a362-615b-4bf4-94a8-5c64aa23789f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND TELEMYND (ON BEHALF OF ITSELF AND EACH MEMBER OF THE TELEMYND GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH (INCLUDING WITHOUT LIMITATION GOVERNMENTAL APPROVALS OR PERMITS OF ANY KIND), AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN \u201cAS IS,\u201d \u201cWHERE IS\u201d BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH."], "obj_label": "Warranties", "id": "d0f1b948-314c-4ba0-a309-ced25259f1f8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 twenty-four (24) months, except with respect to (a) occurrences of fraud or intentional misrepresentation, for which there shall be no time restriction, (b) the representations and warranties contained in Sections 3.1.8 and 3.1.19, which shall survive for the applicable statute of limitations, and (c) 3.1.1, 3.1.2, 3.1.4, 3.1.8, 3.1.10 , 3.2.1, 3.2.2 and 6.1 (collectively, \u201cFundamental Representations\u201d), which shall survive indefinitely."], "obj_label": "Warranties", "id": "18c22419-09d1-41a5-9800-edb39a4e5c07", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties contained in Article VI shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) on and as of such borrowing or issuance date with the same effect as if made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) as of such earlier date and except that for purposes of this Section 5.2(a) , the representations and warranties contained in subsections (i) and (ii) of Section 6.1(g) shall be deemed to refer to the most recent statements furnished pursuant to clauses (i) and (ii), respectively, of Section 7.1(a) ."], "obj_label": "Warranties", "id": "41fc7b97-6b03-4c52-b19c-8d5f6fa68b16", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties contained in Section 5 of the Credit Agreement, insofar as the representations and warranties contained therein are applicable to such Guarantor and its properties, are true and correct in all material respects as of the Closing Date, each such representation and warranty set forth in such Section (insofar as applicable as aforesaid) and all other terms of the Credit Agreement to which reference is made therein, together with all related definitions and ancillary provisions, being hereby incorporated into this Guarantee by this reference as though specifically set forth in this Article."], "obj_label": "Warranties", "id": "45d68257-e096-4c88-8898-0896c6d0a837", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Company hereby represents and warrants to the undersigned that the Company\u2019s representations and warranties as set forth in Section 3.1 and as set forth in the covenants listed in Article IV of the Securities Purchase Agreement (other than as set forth in section 4.12), dated as of April 20, 2018 (the \u201c Purchase Agreement \u201d), together with any updates in the Company\u2019s SEC Reports subsequent to the Purchase Agreement, are true and correct as of the date hereof and have been fully performed as of the date hereof. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement."], "obj_label": "Warranties", "id": "9514f9e6-1d05-4f0c-bc45-5f48dc29fd20", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the representations and warranties contained in this Article V , neither Buyer nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Buyer or its Subsidiaries, including any representation or warranty arising by Law, as to the accuracy or completeness of any information as to Buyer\u2019s business or ability to enter into this Agreement, or as to the future revenue, profitability or success of the Business after Closing."], "obj_label": "Warranties", "id": "9289f761-5f24-47b4-8020-5b8c8c453721", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise disclosed by those reports listed on Schedule I attached hereto and made a part hereof in respect of the Properties (referred to below collectively as the \u201c Environmental Reports \u201d), copies of which have been provided to Indemnitee, to Indemnitors\u2019 knowledge and except as would not have a material adverse effect individually or in the aggregate on the business or condition (financial or otherwise) of Borrower or any Mortgage Borrower, (a) there are no Hazardous Substances (defined below) or underground storage tanks in, on or under any Individual Property, except those that are both (i) in compliance with all Environmental Laws (defined below) and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing pursuant to the Environmental Reports; (b) there are no past, present or threatened Releases (defined below) of Hazardous Substances in, on, under or from any Individual Property which have not been remediated as required under Environmental Laws; (c)\u00a0there is no threat of any Release of Hazardous Substances migrating to any Individual Property; (d)\u00a0there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any Individual Property which has not been remediated as required under Environmental Laws; (e)\u00a0none of the Indemnitors and none of Mortgage Borrowers knows of, or has received, any written or oral notice or other communication from any Person (including, but not limited to, any Governmental Authority) relating to any Release or Remediation (defined below) of any Hazardous Substance, of possible liability of any Indemnitor pursuant to any Environmental Law, any other environmental conditions in connection with any Individual Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (f)\u00a0no Toxic Mold (as defined below) is present in the indoor air of any Individual Property at concentrations for which any Legal Requirement applicable to such Individual Property requires removal thereof by remediation professionals, and no Indemnitor or Mortgage Borrower is aware of any conditions at any Individual Property that are likely to result in the presence of Toxic Mold in the indoor air at concentrations for which any Legal Requirement applicable to such Individual Property would require such removal; and (g)\u00a0Indemnitors have truthfully and fully provided to Indemnitee, in writing, any and all material information relating to conditions in, on, under or from each Individual Property that is actually known to any Indemnitor or Mortgage Borrower and that is contained in the files and records of any Indemnitor, including, but not limited, to any reports relating to Hazardous Substances in, on, under or from each Individual Property and/or to the environmental condition of each Individual Property."], "obj_label": "Warranties", "id": "69148f5e-9b12-46eb-922d-c7115c2978e8", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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 Committed Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding."], "obj_label": "Warranties", "id": "8a58e3c8-8384-446c-9beb-e86d0db299fd", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Issuer, the Administrator, the Servicer and the Indenture Trustee hereby restate as of the related Issuance Date, the Effective Date and each other date as is specifically referenced in the body of such representation and warranty, all of the representations and warranties set forth in Sections 9.1 , 10.1 and 11.14 , respectively, of the Base Indenture, and all of the representations and warranties set forth in the Note Purchase Agreement."], "obj_label": "Warranties", "id": "1e7e4209-297e-4e8e-aeea-dba2eb71c0e6", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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."], "obj_label": "Warranties", "id": "cede55f3-b2e6-40ff-a75f-8b195ecb79b3", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nSeller represents and warrants that (i) to its knowledge, it holds good and marketable title in fee simple to the Property, (ii) all closing documents signed by Seller will be valid, authorized and binding upon Seller, (iii) to its knowledge, no outstanding contracts, fees, debts or liens exist on the Property (except mortgage liens to be satisfied at closing and other items related to the development of the Property); and (iv) to its knowledge, there are no leases or third-party rights/interests on the Property and Seller is in sole possession. These representations and warranties of Seller shall be evaluated by Buyer during its title review and shall not create any obligations of Seller or rights of Buyer, outside of those specified in Paragraph 5 of this Agreement."], "obj_label": "Warranties", "id": "5141eec6-03b9-462d-990f-93c0e1d6ff2f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(a) EXCEPT FOR ANY EXPRESS WARRANTIES UNDER THIS AGREEMENT (INCLUDING THE WARRANTY), THE PARTIES HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE PARTIES AGREE THAT THE REMEDIES SET FORTH IN THIS AGREEMENT ARE OWNER\u2019S EXCLUSIVE REMEDIES FOR A BREACH OF WARRANTY DISCOVERED AFTER SUBSTANTIAL COMPLETION OR ANY OTHER CLAIM FOR DEFECTIVE WORK DISCOVERED AFTER SUBSTANTIAL COMPLETION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE; PROVIDED, THAT SUCH LIMITATION WILL NOT LIMIT THOSE RIGHTS OR REMEDIES AVAILABLE TO OWNER TO REDRESS CONTRACTOR\u2019S FAILURE TO SATISFY OTHER OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING CONTRACTOR\u2019S INDEMNITY OBLIGATIONS."], "obj_label": "Warranties", "id": "6a98d12b-50e8-45fa-9251-2b03d076f199", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the representations and warranties contained in Section 3 and any schedules or certificates delivered in connection herewith, the Company makes no other representation or warranty, express or implied, written or oral, and hereby, to the maximum extent permitted by applicable Law, disclaims any such representation or warranty, whether by the Company or any other Person, with respect to the Company or with respect to any other information (including, without limitation, pro forma financial information, financial projections or other forward-looking statements) provided to or made available to the Purchaser or any of its Representatives in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary herein, nothing in this Agreement shall limit the right of the Purchaser and its Affiliates to rely on the representations, warranties, covenants and agreements expressly set forth in this Agreement or in any certificate delivered pursuant hereto, nor will anything in this Agreement operate to limit any claim by the Purchaser or any of its Affiliates for fraud."], "obj_label": "Warranties", "id": "01829510-a7eb-4a74-aa5c-0acb2ec7ed50", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll representations, warranties, agreements, covenants and obligations in this Agreement, the Ancillary Agreements, the Company Schedule of Exceptions, any exhibit to this Agreement or an Ancillary Agreement or any agreement, instrument, certificate or document specifically required to be delivered under this Agreement or an Ancillary Agreement by any Party are material and shall be deemed to have been relied upon by the Parties receiving the same. The representations and warranties of the Company contained in this Agreement, the Ancillary Agreements or in any certificate or other instrument delivered pursuant to this Agreement or the Ancillary Agreements, shall survive until 11:59 p.m. Mountain Time on the twenty-four (24) month anniversary of the Closing Date (the \u201c Expiration Date \u201d), other than the Fundamental Representations, the Tax Representation and the Special Representations, which shall survive each survive until 11:59 p.m. Mountain Time on the thirty-six (36) month anniversary of the Closing Date. The date until which any representation or warranty survives shall be referred to as the \u201c Survival Date \u201d for such representation or warranty. Notwithstanding anything in this Section 9.01 to the contrary, if, at any time prior to 11:59 p.m. Mountain Time on the applicable Survival Date, a claim for recovery is made hereunder, then the claim so asserted, and the applicable representations, warranties and covenants, shall survive the applicable Survival Date until such claim is fully and finally resolved. All covenants and agreements contained in this Agreement, the Ancillary Agreements or in any certificate or other writing delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the Closing and shall continue to remain in full force and effect in accordance with their express terms."], "obj_label": "Warranties", "id": "8e616667-163b-4588-9319-7a421e4e0c0c", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe representations and warranties contained herein, other than the representations and warranties contained in Sections 4.2 (Authorization; Enforceability), \u00a0 4.4 (Title), \u00a0 4.19 (Taxes), and 4.20 (Environmental Matters), shall survive the Closing for a period of fifteen (15) months. The representations and warranties contained in Sections 4.2 (Authorization; Enforceability) and 4.4 (Title) shall survive the Closing until the expiration of the applicable statute of limitations period specified pursuant to applicable Law (but not less than fifteen (15) months). \u00a0If written notice of a claim has been given prior to the expiration of the applicable survival period set forth above by a party in whose favor such representations and warranties have been made to the party that made such representations and warranties, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. \u00a0The covenants contained in Section\u00a06 shall continue indefinitely unless such covenant specifically provides for a termination date for such covenant\u2019s survival."], "obj_label": "Warranties", "id": "b2b83dd4-2c4a-4a70-862a-764d0958c724", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach Lender party hereto represents and warrants that, after giving effect to this Amendment, the representations and warranties of such Lender set forth in Section 10.12 of the Credit Agreement are true and correct as of the Effective Date. Each Lender party hereto hereby agrees to comply with the covenants applicable to such Lender set forth in Section 10.12 of the Credit Agreement."], "obj_label": "Warranties", "id": "b6baae52-ae39-4747-b290-badd2a417877", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nGrantor warrants that:\u00a0\u00a0(A)\u00a0\u00a0this Agreement is executed at Borrower's request and not at the request of Lender;\u00a0\u00a0(B)\u00a0\u00a0Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender;\u00a0\u00a0(C)\u00a0\u00a0Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and\u00a0\u00a0(D)\u00a0\u00a0Lender has made no representation to Grantor about Borrower or Borrower's creditworthiness."], "obj_label": "Warranties", "id": "1fe90481-2476-45c2-9697-f326c7a7f313", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\n(i)\u00a0(A)\u00a0The Company Fundamental Representations shall be true and correct in all material respects (without giving effect to any limitation as to \u201cmateriality\u201d, \u201cCompany Material Adverse Effect\u201d or other similar qualifications) both 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 earlier date) and (B)\u00a0all other representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation as to \u201cmateriality\u201d, \u201cCompany Material Adverse Effect\u201d or other similar qualifications) both 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 earlier date), except where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, (ii)\u00a0the Company has performed, or caused to be performed, in all material respects the covenants in this Agreement that are required to be complied with by the Company Group between the date of this Agreement and the Closing Date, and (iii)\u00a0the Plan Investor shall have received a certificate signed by an authorized officer of the Company, in a form reasonably acceptable to the Plan Investor, certifying that the conditions in the foregoing clauses (i)\u00a0and (ii)\u00a0have been satisfied at Closing (\u201c Company Closing Certificate \u201d)."], "obj_label": "Warranties", "id": "d157e709-2927-433e-84cb-2595a20c09f1", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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."], "obj_label": "Warranties", "id": "1ab64b77-0792-450a-b6f3-d52cb4919efc", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach representation and warranty of such Credit Party contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) on the date hereof after giving effect to the amendments set forth herein, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, in which case it shall be true and correct in all respects) as of such specified earlier date."], "obj_label": "Warranties", "id": "01c780ac-36d1-4670-8243-ea26f15f954f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNeither Seller nor the Business has given or made any express warranties to third parties with respect to any merchandise sold or services performed by the Business.\u00a0 Seller has no Knowledge of any statement of facts or the occurrence of any event which could form the basis of a claim against Seller or the Business for liability on account of any express or implied warranty."], "obj_label": "Warranties", "id": "db9783d1-c7d8-4746-a3a9-0f32436ffd72", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the representations and warranties contained in this Section 2, neither the Seller Parties nor any other Person on behalf of any Seller Parties makes any other express or implied representation or warranty with respect to Seller, the Seller Subsidiaries or the Business or with respect to any other information provided to Purchaser, and Seller Parties disclaim any other representations or warranties, whether made by the Seller Parties, the Seller Subsidiaries or any of their respective Affiliates, or any of the Seller\u2019s officers, directors, employees, agents or representatives."], "obj_label": "Warranties", "id": "fd04b0d1-c76b-465a-8885-d0a5cc3eebf9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExecutive represents and warrants to the Company that (a)\u00a0Executive does not have any agreements with Executive\u2019s prior employer that will prohibit Executive from working for the Company or fulfilling Executive\u2019s duties and obligations to the Company pursuant to this Agreement, and\u00a0(b)\u00a0Executive has complied with all duties imposed on Executive with respect to Executive\u2019s former employer, e.g., Executive does not possess any tangible property belonging to Executive\u2019s former employer."], "obj_label": "Warranties", "id": "6cd04c23-973c-490a-84af-e52f2e2f0518", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the representations and warranties contained in this Article IV (including the related portions of the Disclosure Schedules), neither Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller or its Subsidiaries, including any representation or warranty arising by Law or as to the accuracy or completeness of any information regarding the Business, the Product Portfolio, the Purchased Assets and the Assumed Liabilities furnished or made available to Buyer and its Representatives (including any presentations prepared by Seller or Jefferies LLC and any information, documents or other materials made available to Buyer in expectation of the transactions contemplated hereby via the Data Room or through other methods), as to the future revenue, profitability or success of the Business."], "obj_label": "Warranties", "id": "00d69727-7b58-4aff-95c0-5327dfa99ee9", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll representations and warranties contained in this Agreement and any other Loan Document will survive the execution of this Agreement and are material and have been or will be relied on by the Lender, and no investigation made by the Lender, any Loan Party or any other Person on the behalf of any of them affects the representations and warranties or the right of the Lender to rely on them. No implied representations or warranties are created or arise as a result of this Agreement. For purposes of this section, all statements in any certificate or other writing required by this Agreement or any other Loan Document to be delivered to the Lender by or on behalf of any Loan Party are deemed to be representations and warranties contained in this Agreement."], "obj_label": "Warranties", "id": "d42571f5-420c-4188-ad73-047b6e9ed288", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny representation or warranty of the Company made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement."], "obj_label": "Warranties", "id": "e902f009-a892-4800-b320-738d1e6c0530", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nThe Parties make no representations or warranties of any kind or nature, express or implied, at law or in equity, except as expressly set forth in this Agreement or in any certificate executed and delivered pursuant to this Agreement. Each Party hereby expressly negates and disclaims, and will not be liable for, any and all representations or warranties which may have been made or alleged to have been made in any other document or instrument or in any statement or information made or communicated to any other Party in any manner that is not expressly set forth in this Agreement or any a certificate executed and delivered pursuant to this Agreement."], "obj_label": "Warranties", "id": "2b5b26ef-8f5a-4537-b3c1-890c9c9d057b", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAll 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 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. The provisions of Sections\u00a010.14 and 10.15 shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied."], "obj_label": "Warranties", "id": "1d2e2a8f-74fd-4ac0-8bce-5a4f5f4d80e2", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the representations and warranties of the Company in this Agreement shall be true and correct in all 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 respects as of such date."], "obj_label": "Warranties", "id": "de9a73c6-4998-4c1d-876b-7174e3f57e25", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of such Investor nor any person acting on behalf of such Investor nor any of such Investor\u2019s affiliates (the \u201c Investor Parties \u201d) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to such Investor and this offering, and the Investor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Investor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company\u2019s affiliates (collectively, the \u201c Company Parties \u201d)."], "obj_label": "Warranties", "id": "b83ff41b-4986-4d84-babc-67c78d44c107", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nNone of the Seller nor any of its Affiliates, nor any Representatives of any of the foregoing, is making any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, in connection with this Agreement, any of the Ancillary Agreements or the transactions contemplated hereby or thereby, except as expressly set forth in this ARTICLE III, any certificate delivered pursuant to Section 8.2(a)(iii) or any Ancillary Agreement, and such Persons hereby disclaim any such other representations or warranties."], "obj_label": "Warranties", "id": "fd97ccc5-e767-4b48-b3ed-55f1968b9e40", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nEach of the representations and warranties of the Borrower and its Restricted Subsidiaries set forth herein and in the other Credit Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of the Closing Date, except to the extent that any such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date."], "obj_label": "Warranties", "id": "76f2a044-178f-48b9-b8d0-1c7e10fd5e7f", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nExcept as otherwise disclosed by those reports listed on Schedule II attached hereto and made a part hereof in respect of the Properties (referred to below collectively as the \u201c Environmental Reports \u201d), copies of which have been provided to Indemnitee, to Indemnitor\u2019s knowledge and except as would not have a material adverse effect individually or in the aggregate on the business or condition (financial or otherwise) of Borrower or any Individual Borrower, (a) there are no Hazardous Substances (defined below) or underground storage tanks in, on or under any Individual Property, except those that are both (i) in compliance with all Environmental Laws (defined below) and with any necessary permits issued pursuant thereto and (ii) fully disclosed to Indemnitee in writing pursuant to the Environmental Reports; (b) there are no past, present or threatened Releases (defined below) of Hazardous Substances in, on, under or from any Individual Property which have not been remediated as required under Environmental Laws; (c)\u00a0there is no threat of any Release of Hazardous Substances migrating to any Individual Property; (d)\u00a0there is no past or present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in connection with any Individual Property which has not been remediated as required under Environmental Laws; (e)\u00a0none of Indemnitors know of, or have received, any written or oral notice or other communication from any Person (including, but not limited to, any Governmental Authority) relating to any Release or Remediation (defined below) of any Hazardous Substance, of possible liability of any Indemnitor pursuant to any Environmental Law, any other environmental conditions in connection with any Individual Property, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (f)\u00a0no Toxic Mold (as defined below) is present in the indoor air of any Individual Property at concentrations for which any Legal Requirement applicable to such Individual Property requires removal thereof by remediation professionals, and Indemnitors are not aware of any conditions at any Individual Property that are likely to result in the presence of Toxic Mold in the indoor air at concentrations for which any Legal Requirement applicable to such Individual Property would require such removal; and (g)\u00a0Indemnitors have truthfully and fully provided to Indemnitee, in writing, any and all material information relating to conditions in, on, under or from each Individual Property that is actually known to any Indemnitor and that is contained in the files and records of any Indemnitor, including, but not limited, to any reports relating to Hazardous Substances in, on, under or from each Individual Property and/or to the environmental condition of each Individual Property."], "obj_label": "Warranties", "id": "7962b47d-0c44-4007-b943-e2de07a3e228", "sub_label": "ContractSections"}
{"masked_sentences": ["10. <mask>:\nAny representation or warranty of the Borrower made herein or in any agreement, statement, certificate,\u00a0 or any other document given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement, and/or the due diligence questionnaire provided by the Borrower to the Holder on or around the Issue Date), shall be false or misleading in any material respect when made and/ or the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement."], "obj_label": "Warranties", "id": "c112f0ae-5f41-4594-80ee-311719fcea38", "sub_label": "ContractSections"}