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[ { "input": "This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties hereto. Neither the Company nor Investor has relied on any representations not contained or referred to in this Agreement and the documents delivered herewith.", "output": "assignments" } ]

[ { "input": "(a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws of the State of Texas, but giving effect to federal laws applicable to national banks.", "output": "consent to service of process" } ]

[ { "input": "Each Loan Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations in full and the fees and disbursements of any attorneys employed by Lender to collect such deficiency.", "output": "waivers" } ]

[ { "input": "Such Backstop Party has the requisite power and authority (corporate or equivalent) to enter into, execute and deliver this Agreement and the Definitive Documentation to which such Backstop Party is a party and to perform its obligations hereunder and thereunder and has taken all necessary action (corporate or otherwise) required for the due authorization, execution, delivery and performance by it of this Agreement and the Definitive Documentation.", "output": "organizational power" } ]

[ { "input": "This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a   bona   fide   margin account or other lending arrangement.", "output": "assignability" } ]

[ { "input": "All notices under this Note shall be given as set forth in the Purchase Agreement.", "output": "notices" } ]

[ { "input": "Neither Party will be in default of its obligations in this Agreement if that Party is prevented from fulfilling its obligations due to conditions beyond its reasonable control, including but not limited to employee strikes, acts of God or nature, war, acts of terrorists, riots, changes in state or federal law, or any other causes of any kind whatsoever which are beyond the reasonable control of that Party.", "output": "force majeure" } ]

[ { "input": "Chairman shall have the general powers, duties and responsibilities usually vested in the office of the Executive Chairman and President of the Company, as such powers, duties, and responsibilities are defined in the Company’s Bylaws (the “ Bylaws ”) and such other additional powers as may be prescribed from time to time by the Board.", "output": "positions" } ]

[ { "input": "With respect to the Centralized Lockbox Account, an intercreditor agreement and deposit control agreement satisfactory in form and substance to the Administrative Agent and its counsel shall be in full force and effect.", "output": "intercreditor agreements" } ]

[ { "input": "No brokerage or finder’s fees or commissions are or will be payable by MEDIX to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.", "output": "certain fees" } ]

[ { "input": "Prior to due presentment for registration of transfer of any Warrant, the Company may deem and treat the person in whose name such Warrant is registered in the Warrant Register as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.", "output": "registered holders" } ]

[ { "input": "The term “ Direct Claim ” shall have the meaning set forth in Section 9.1(j)(iii) .", "output": "direct claims" } ]

[ { "input": "Evidence that the Accounts, the Policy Account and the Borrower Account have been established in accordance with the Transaction Documents and on the Closing Date, the amount on deposit in the Reserve Account is equal to $11,250,000 and the amount on deposit in the Payment Account is equal to $13,768,088.26.", "output": "accounts" } ]

[ { "input": "Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.", "output": "obligations of lenders" } ]

[ { "input": "Neither the Company nor such Seller has employed any investment bank, business broker or intermediary, or finder or incurred any liability for any broker's or finder's fees or commissions in connection with any of the transactions provided for in this Agreement.", "output": "brokers" } ]

[ { "input": "The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered Agent of the Company for service of process at such address is Corporation Services Company. The principal place of business of the Company shall be located at 950 East Base Road, Winchester, Indiana 47394 or such other location hereafter determined by the Management Committee.", "output": "principal place of business" } ]

[ { "input": "There are no taxes on or measured by income or gross receipts or franchise, real and personal property, employment, excise, sales and use or other taxes of any kind properly attributable to periods up to and including the Closing for which Buyer could be held liable which have not been or will not be paid by Seller.", "output": "taxes" } ]

[ { "input": "To the fullest extent permitted by applicable Law, no Covered Person shall be liable to the Joint Venture or any party for ( i ) any act or omission by such Covered Person in connection with the conduct of the business of the Joint Venture unless such act or omission constitutes Disabling Conduct on the part of such Covered Person or ( ii ) any action or omission by any Participant; provided such action or omission is not in connection with the Disabling Conduct of a Covered Person.", "output": "exculpations" } ]

[ { "input": "Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Settlement Agreement and otherwise to carry out its obligations hereunder.", "output": "organizations" } ]

[ { "input": "Without limiting any restrictions set forth in the Partnership Agreement, from the date of this Agreement through the Closing or earlier termination of this Agreement, the Seller agrees and covenants with the Purchaser that the Seller shall not Transfer any interest, directly or indirectly, in the Acquired Interests.", "output": "covenants" } ]

[ { "input": "Prior to entering into this Agreement, Buyer has received (or, to the extent not received, Buyer irrevocably waives) all disclosure documents required to be provided by or on behalf of Seller or Seller’s representatives. Reports furnished by or on behalf of Seller shall be for informational purposes only and are not made part of this Agreement unless required under applicable law.", "output": "disclosures" } ]

[ { "input": "On the Closing Date, the Administrative Agent shall have received a solvency certificate from the chief financial officer of the Company substantially in the form of Exhibit D .", "output": "solvency certificates" } ]

[ { "input": "Set forth on Schedule 5 hereto is a true and complete list of changes, if any, to the list set forth on Schedule 5 of the Prior Collateral Questionnaire, for each Credit Party, of all the stock, partnership interests, limited liability company membership interests or other Equity Interests in any Material Subsidiary owned by such Credit Party, specifying the issuer and certificate number of, and the number and percentage of ownership represented by, such Equity Interests.", "output": "equity interests" } ]

[ { "input": "The Seller or any Guarantor that is not a natural person shall commence dissolution proceedings or otherwise shall cease operation of its business as conducted on the date hereof, or any Guarantor that is a natural person shall die or become incapacitated.", "output": "death" } ]

[ { "input": "No Borrower shall, nor shall any Borrower permit any Subsidiary to, (i) amend or restate any of their respective Constituent Documents without prior consent of the Administrative Agent, except as would not be reasonably expected to be materially adverse to the Lenders, and (ii) amend or restate any agreement or contract of which such Obligated Party is a party that could reasonably result in a Material Adverse Event.", "output": "material agreements" } ]

[ { "input": "Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the chairman of the Board. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.", "output": "notices" } ]

[ { "input": "The Company shall pay Executive, within ten days following the Effective Date, a one-time sign-on bonus of $30,000.", "output": "sign-on bonus" } ]

[ { "input": "No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board.", "output": "amendments" } ]

[ { "input": "At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.", "output": "sec filings" } ]

[ { "input": "The Company’s accounting firm is Sadler, Gibb & Associates, LLC. To the knowledge and belief of the Company, such accounting firm is a registered public accounting firm as required by the Exchange Act.", "output": "accountants" } ]

[ { "input": "Not enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by any Loan Party of any of its Obligations hereunder or under any other Loan Document, or (b) prohibit Borrower from granting to Lender, a Lien on the Collateral.", "output": "inconsistent agreements" } ]

[ { "input": "The Company is a sophisticated business enterprise that has retained the Placement Agents for the limited purposes set forth in this Agreement. The parties acknowledge and agree that their respective rights and obligations are contractual in nature. Each party disclaims an intention to impose fiduciary obligations on the other by virtue of the engagement contemplated by this Agreement.", "output": "no partnership" } ]

[ { "input": "Investment ” shall have the meaning provided in the preamble to Section 8.5 .", "output": "investments" } ]

[ { "input": "The Employers shall make the payments for COBRA Premiums provided for in Section 4.2 of the Plan for the first six month of the Qualifying Employee’s COBRA coverage.", "output": "medical" } ]

[ { "input": "It is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver and perform this Agreement.", "output": "organizations" } ]

[ { "input": "Executive shall be entitled to four weeks of paid vacation each year in accordance with the Company’s policies and procedures applicable to other executive employees of the Company, in effect from time to time.", "output": "vacations" } ]

[ { "input": "There are no disagreements of any kind presently existing, or reasonably anticipated by Banjo to arise, between the accountants, and lawyers formerly or presently employed by Banjo and Banjo is current with respect to any fees owed to its accountants and lawyers.", "output": "no disagreements with accountants" } ]

[ { "input": "Within thirty (30) days after the Effective Date, to the extent requested by Lender, Borrower shall have delivered to Lender evidence satisfactory to Lender that all actions necessary or requested by Lender to perfect Lender’s Lien in each motor vehicle owned by a Loan Party have been taken.", "output": "motor vehicles" } ]

[ { "input": "This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or pdf shall be equally as effective as delivery of a manually executed counterpart.", "output": "execution" } ]

[ { "input": "If the Employee ceases to be an Employee of the Employer by reason of death, 100% of the Options pursuant to this grant will vest on the date of death. Vested Options will expire on the earlier of the Expiration Date or the date that is one year after the date of death.", "output": "death" } ]

[ { "input": "Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Stock Units in such amounts as the Administrator, in its sole discretion, will determine. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.", "output": "grant of restricted stock units" } ]

[ { "input": "The Lease and this Second Amendment and the rights and obligations of both parties thereunder and hereunder shall be governed by the laws of the State of Connecticut and shall be binding upon and inure to the benefit of the Landlord and Tenant and their respective legal representatives, successors and assigns.", "output": "governing laws" } ]

[ { "input": "Borrower is not (a) an investment company or a company Controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended or (b) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.", "output": "investment company acts" } ]

[ { "input": "Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 9 shall be in cash, Shares (based on Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.", "output": "payments" } ]

[ { "input": "The Borrower is not a party to any contract or agreement that materially adversely affects its business, property, assets or condition (financial or other) and the Borrower is in compliance in all material respects with all contracts and agreements to which it is a party.", "output": "contracts" } ]

[ { "input": "As soon as practicable following the Effective Date SHO will pay to you a $60,000 signing bonus less all applicable withholdings and deductions required by law.", "output": "signing bonus" } ]

[ { "input": "Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one (1) year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, including any automatic renewal provision, one (1) year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date.", "output": "expiration dates" } ]

[ { "input": "The Company shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of $190,000 per annum (the “ Base Salary ”).", "output": "base salary" } ]

[ { "input": "The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.", "output": "inability to obtain authority" } ]

[ { "input": "This Amendment may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement.", "output": "modifications" } ]

[ { "input": "The provisions of Article VIII (Dispute Resolution), Section 11.1(d) (Counterparts), Section 11.7 (Force Majeure), Section 11.8 (No Set-Off), Section 11.9 (Expenses) and Section 11.13 (Specific Performance) of the Separation Agreement shall apply to this Agreement, mutatis mutandis , and are incorporated herein by reference.", "output": "miscellaneous" } ]

[ { "input": "Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.11 through 2.14 and 2.25 , (i) all amounts owed hereunder with respect to the Term B Loans shall be paid in full no later than the Term B Loan Maturity Date and (ii) all amounts owed hereunder with respect to the Closing Date Term C Loans and Delayed Draw Term C Loans shall be paid in full no later than the Term C Loan Maturity Date.", "output": "term b loans" } ]

[ { "input": "Yuma Partnership will conduct the Offering to accredited investors only, of up to 300 Class A Interests (plus a possible over allocation of up to 40 Interests) at $10,000 per Interest (the “Offering Price”), for a total of $3,000,000 (the “Offering”) or upon over-allotment a total of $3,400,000.", "output": "offerings" } ]

[ { "input": "The Borrower shall have delivered a Closing Certificate to the Agent, the form of which is attached hereto as Exhibit E . The Borrower shall have delivered a compliance certificate in the form of Exhibit C-4 hereto evidencing compliance with the covenants set forth in §10 on a pro forma basis.", "output": "closing certificates" } ]

[ { "input": "The Borrowers will not, and will not permit any of their Subsidiaries to, amend, modify or waive any of its rights under its certificate of incorporation, bylaws or other organizational documents.", "output": "amendment to material documents" } ]

[ { "input": "Except as set forth on Schedule 5.7 , no Credit Party or any of their Subsidiaries is, to the knowledge of any Credit Party or such Subsidiaries, the subject of any review or audit by the IRS or any governmental investigation concerning the violation or possible violation of any law.", "output": "audits" } ]

[ { "input": "During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him in accordance with the policies and practices of the Company as in effect from time to time.", "output": "expenses" } ]

[ { "input": "Except as otherwise provided herein, all principal with respect to Revolving Credit Loans shall be due and paid in full on the Revolving Credit Termination Date.", "output": "principals" } ]

[ { "input": "Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2013 Equity and Incentive Compensation Plan (the “ Plan ”).", "output": "certain definitions" } ]

[ { "input": "Contractor . The Director’s status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.", "output": "independent" } ]

[ { "input": "The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Term Loan or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan or to make its payment under Section 10.04(c) .", "output": "obligations of lenders several" } ]

[ { "input": "Upon the Vesting of any Restricted Stock, the Company may require the Employee to make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. The granting of the Restricted Stock hereunder shall be subject to all applicable laws, rules and regulations and to such approvals of any governmental agencies as may be required.", "output": "securities laws" } ]

[ { "input": "Schedule 3.17 sets forth, with respect to each real estate lease agreement to which any Borrower is a party (as a lessee), the address of the subject property and each other Material Contract as of the Closing Date.  The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination in favor of any party to any Material Contract (other than any Credit Party).", "output": "material contracts" } ]

[ { "input": "This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to conflict of laws principles thereof.", "output": "applicable laws" } ]

[ { "input": "Subject to Section 2.4 , each Grantor will, at all times, keep pledged to the Administrative Agent pursuant hereto all Pledged Equity Interests constituting Collateral, all dividends and distributions with respect thereto and all other Collateral and other securities, instruments, proceeds, and rights from time to time received by or distributable to such Grantor in respect of any Collateral.", "output": "continuous pledge" } ]

[ { "input": "The entire unpaid principal balance of the Loan, together with accrued interest thereon, shall be due and payable on the Maturity Date. The parties intend that, under the terms of the Funding Event, the outstanding principal balance of the Loan shall be applied in full satisfaction of a like amount of cash consideration payable by Lender to Borrower at the closing of such Funding Event, and the Loan shall thereby be discharged in full.", "output": "payment terms" } ]

[ { "input": "Certain of the Members have contributed interests in KG Fracing Acquisition Corp., KSD Newco Corp., Keane Group Holdings, LLC, Keane Management Holdings LLC, CIP VI Keane International, LLC and CIP VI Keane Overseas, LLC in exchange for certain Class A Units, Class B Units and Class C Units of the Company. The Members’ ownership of Units as of the date of this Agreement is as reflected on Schedule B hereto.", "output": "capital contributions" } ]

[ { "input": "No Borrower shall: (a) execute a negative pledge agreement with any Person covering any of its Property, or (b) cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), its Property (including, without limitation, the Collateral), whether now owned or hereafter acquired, to be subject to a Lien except for Permitted Liens.", "output": "liens" } ]

[ { "input": "Each Individual Property is used exclusively for medical office purposes and other appurtenant and related uses.", "output": "use of property" } ]

[ { "input": "Borrower shall not change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days prior written notice.", "output": "principal place of business" } ]

[ { "input": "Such Originator will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing. Such Originator will pay when due any taxes payable in connection with the Receivables of such Originator, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns.", "output": "taxes" } ]

[ { "input": "This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one and the same agreement.  In pleading or proving this Agreement, it will not be necessary to produce or account for more than one such counterpart.", "output": "counterparts" } ]

[ { "input": "At any time, the rate of interest per annum publicly announced from time to time by the Lender then acting as the Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by the Lender acting as Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.", "output": "prime rate" } ]

[ { "input": "This letter represents the entire agreement between you and the Company with regard to this subject matter. The provisions of Section 12 of the Employment Agreement are incorporated by reference into this letter and shall have the same force and effect as if they had been initially set forth in this letter.", "output": "miscellaneous" } ]

[ { "input": "This Award is not transferable except as designated by the Participant by will or by the laws of descent and distribution.", "output": "transferability" } ]

[ { "input": "If the Company terminates this Agreement for Cause or if Executive terminates this Agreement without Good Reason, then the Company shall pay Executive only his or her Base Salary due and owing through the date of termination of employment and shall have no obligation to pay any further sums to Executive other than Executive’s business expenses that shall be reimbursed in accordance with Section 4.3 above or as otherwise required under the Incentive Unit Offer Letter.", "output": "termination with cause" } ]

[ { "input": "Such Grantor does not have any Commercial Tort Claims having a potential value in excess of $200,000 except as set forth in Schedule 8 or as have been notified to the Administrative Agent in accordance with Section 5.20 .", "output": "commercial tort claims" } ]

[ { "input": "Subject to applicable law, nothing in this Option Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s Service, for any reason, with or without Cause.", "output": "no rights as employee" } ]

[ { "input": "Such other documents, agreements, financing statements, affidavits, approvals, consents, opinions and other documents as Lender and its legal counsel deem necessary to adequately secure the Obligations.", "output": "other documents" } ]

[ { "input": "Sections 8.6 and 8.7 of the Agreement shall govern this Amendment.", "output": "waiver of jury trials" } ]

[ { "input": "The OWNERS shall have executed and delivered the documents described in Section 2.03 above.", "output": "closing documents" } ]

[ { "input": "This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the First Closing has not been consummated on or before April 15, 2016; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "output": "terminations" } ]

[ { "input": "Except as expressly contemplated herein, this Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.", "output": "entire agreements" } ]

[ { "input": "No condition exists or event or transaction has occurred under or relating to any Plan of the Originator or its Affiliates which would reasonably be expected to result in a Material Adverse Effect.", "output": "employee benefit plans" } ]

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

[ { "input": "Strand has no Liabilities except (a) those which are adequately reflected or reserved against in the Strand Interim Balance Sheet as of the Strand Interim Balance Sheet Date, and (b) current liabilities which have been incurred in the Ordinary Course of Business since the Strand Interim Balance Sheet Date.", "output": "undisclosed liabilities" } ]

[ { "input": "The RSUs are intended to be exempt from (or in the alternative to comply with) Code Section 409A. This Agreement will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A, consistent with Section 18.6 of the Plan.", "output": "code section 409a" } ]

[ { "input": "Neither Steampunk nor any other person on behalf of Steampunk (a) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local or foreign law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law.", "output": "changes" } ]

[ { "input": "Cowen shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in Cowen’s reasonable opinion is material, or omits to state a fact that in Cowen’s opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.", "output": "no misstatement or material omission" } ]

[ { "input": "This Facility IP License and the Services Agreement contains the entire agreement of the Parties, and there are no oral or written representations, understandings or agreements between the Parties respecting the subject matter of this Facility IP License that are not expressed herein.", "output": "entire agreements" } ]

[ { "input": "The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement.  The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.", "output": "measurement price" } ]

[ { "input": "The Employee has participated in the Iron Mountain 2014 Stock and Cash Incentive Plan and the Employee’s entitlement in this respect remains unchanged.", "output": "stock options" } ]

[ { "input": "CR and its representatives who perform the Services may be engaged or employed in any other business, trade, profession, or other activity which does not place CR in a conflict of interest with HES.", "output": "other business activities" } ]

[ { "input": "The Participant will have no rights as a stockholder with respect to Shares covered by this Award Agreement (including voting rights) until the date the Participant or his nominee becomes the holder of record of such Shares on the Settlement Date or as provided in Section (C) or (D) above, if applicable.", "output": "no rights as a stockholder" } ]

[ { "input": "The Company is not an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.", "output": "investment company" } ]

[ { "input": "None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the Credit Agreement; provided that no such waiver amendment, supplement or modification shall require the consent of any Qualified Counterparty except as expressly provided in Section 10.1 of the Credit Agreement.", "output": "amendments in writing" } ]

[ { "input": "The term of the consulting engagement pursuant to this Agreement shall begin on January 1, 2017 and shall end on June 30, 2017, unless earlier terminated pursuant to Section 6 of this Agreement (the “ Consulting Period ”).", "output": "consulting periods" } ]

[ { "input": "In the event that any Loan Party or any of its Subsidiaries receives Net Cash Proceeds in respect of any Casualty Event, then, substantially simultaneously with (and in any event not later than the fifth Business Day next following) the receipt of such Net Cash Proceeds, the Borrower shall prepay the Revolving Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds.", "output": "casualty events" } ]

[ { "input": "Employer shall reimburse Executive for all ordinary and necessary business expenses reasonably incurred by Executive in the performance of Executive's duties under this Agreement, subject to the presentment and approval of appropriate itemized expense statements, receipts, vouchers or other supporting documentation in accordance with Employer's normal policies for expense verification in effect from time to time.", "output": "expenses" } ]

[ { "input": "Neither the Parent nor any of its Subsidiaries nor, to the Parent’s knowledge, any director, officer, agent, employee or affiliate of the Parent is currently subject to any U.S. sanctions administered by OFAC.", "output": "office of foreign assets control" } ]