Split (3)

train · 60k rows

id stringlengths 36 36	prompt stringlengths 1.48k 9.26k	response stringclasses 100 values
7dfd3b17-9366-42cf-8a0a-04074013f8a9	Clause: (a) (i) The fair value of the assets of Holdings , the Borrower and the its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings , the Borrower and the its subsidiaries on a consolidated basis , respectively ; (ii) the present fair saleable value of the property of Holdings , the Borrower and the its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Holdings , the Borrower and the its subsidiaries on a consolidated basis , respectively, on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings , the Borrower and the its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings , the Borrower and the 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. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Solvency
bde2a555-0f03-48a9-9a8a-199ba734289f	Clause: (a) SA WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING IN ANY WAY TO THIS AGREEMENT. ADDITIONALLY, SA’s LIABILITY RELATING IN ANY WAY TO THIS AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID TO SA BY CLIENT DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE DISPUTE. (IF FEES HAVE BEEN PAID FOR LESS THAN 6 MONTHS, THEN THE AVERAGE MONTHLY FEES ACTUALLY PAID FOR EACH FULL CALENDAR MONTH WILL BE MULTIPLIED BY 6 TO CALCULATE THE MAXIMUM LIABILITY.) THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE CLAIM IS MADE IN CONTRACT, TORT OR OTHERWISE, OR THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES MAY ARISE. (b) Client is concurrently herewith entering into an Indemnity Agreement (the “ Indemnity Agreement ”) with Ryan Selhorn, who will serve as Client’s chief financial officer in connection with the Services to be provided by SA hereunder. Client shall indemnify and otherwise provide benefits to SA and each of its officers, directors, managers, members, employees, agents, affiliates, successors and assigns (collectively, the “ SA Indemnitees ”) to the same extent as if each such SA Indemnitee was the “Indemnitee” under the Indemnity Agreement and such SA Indemnitee qualified as an “agent” of Client under the Indemnity Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Indemnifications
9b9d7fd3-2c15-40e3-a242-762f7f629db6	Clause: The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company's stock option plans and pursuant to the conversion or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except pursuant to the Securities Purchase Agreement dated the date hereof, as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. As of the date hereof, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Capitalization
8c66892c-8776-47fd-9c68-2fb8192566d4	Clause: The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Non-Disparagement
d1d2f723-530f-4262-853b-5d665b07af55	Clause: Any required notices hereunder shall be given in writing and sent by facsimile or priority mail to the address of each Party below, or to such other address as either Party may substitute by written notice. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Notices
b8de47e0-6d4d-480d-8883-3858dade321c	Clause: Unless otherwise indicated herein, Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Trust Agreement as in effect on the date of execution hereof. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Definitions
88af828a-5263-43af-ac4c-c274007052cb	Clause: It is intended that the fees paid hereunder shall constitute revenues to Consultant. Consultant shall have full responsibility and the Company shall have no responsibility for satisfying any liability for any federal, state or local income or other taxes required by law to be paid with respect to the fees paid hereunder. The Company may withhold any income or employment taxes required by law to be withheld from payments made hereunder. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Taxes
dd39fc4b-3395-4d82-a725-9f55e710448d	Clause: All claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by the laws of the State of Washington without regard to choice of law considerations. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
35056fbe-27ca-412c-97e6-4108c8cf38f4	Clause: This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the laws of the state of New York without regard to the principles of conflicts of laws thereof. THE COMPANY AND EACH COMMITMENT 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 RELATED TO THIS COMMITMENT LETTER, THE FEE LETTER, THE LOAN DOCUMENTS, THE USE OF PROCEEDS THEREOF OR ANY OF THE TRANSACTIONS OR THE ACTIONS OF ANY COMMITMENT LENDER IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. THE COMPANY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND APPELLATE COURTS THEREOF FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE LOAN DOCUMENTS, THE USE OF PROCEEDS THEREOF, THE TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY AND EACH COMMITMENT LENDER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION THE COMPANY OR A COMMITMENT LENDER ARE OR MAY BE SUBJECT, BY SUIT UPON JUDGMENT. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT ON THE COMPANY MAY BE MADE BY REGISTERED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS APPEARING AT THE BEGINNING OF THIS LETTER FOR ANY SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT PURSUANT TO THIS COMMITMENT LETTER. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
7321dbb4-8679-434d-96e5-a0aa4fa791a6	Clause: All provisions contained in the Plan shall be severable, and in the event that any one or more of them shall be held to be invalid by any competent court, the Plan shall be interpreted as if such invalid provisions were not contained herein. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Severability
0208191d-07fc-4364-9718-6d3ebe2927d8	Clause: (a) Each of the First Lien Secured Parties hereby irrevocably appoints and authorizes the Applicable Authorized Representative to take such actions on its behalf and to exercise such powers as are delegated to the Applicable Authorized Representative by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Applicable Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to Section 4.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative, shall be entitled to the benefits of all provisions of this Article IV and Section 8 of the Credit Agreement and the equivalent provision of any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Applicable Authorized Representative” named therein) as if set forth in full herein with respect thereto. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Authority
46dbec4c-1316-4c16-bf32-4b73aacd9457	Clause: As between the First Lien Secured Parties, the Applicable Authorized Representative, shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Insurances
f85cbb44-d6f5-4576-9ab2-c95fbbea752f	Clause: Notwithstanding anything in this Agreement to the contrary, to the extent applicable, Sections 1, 6 and 8 shall survive the termination of this Agreement for any reason. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Survival
1a50f89f-8fcc-4872-a1f1-50e2157beb34	Clause: Any representation or warranty of the Borrower made herein, in the Purchase Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Warranties
782893f5-342d-484d-9473-45361b6c40c0	Clause: The Guarantor shall have no further liability or obligation under this Guaranty from and after the earliest of (a) a written agreement between the Guarantor and the Beneficiary terminating the obligations and liabilities of the Guarantor pursuant to this Guaranty and (b) the termination of the Purchase Agreement in accordance with its terms. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Terminations
c3a0dd9f-2217-435b-a448-5c5274b76995	Clause: Any number of counterparts of this Amendment may be signed and delivered, each of which will be considered an original and all of which, together, will constitute one and the same instrument. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Counterparts
6def760b-ec69-46d0-a9a6-92b1d2b09973	Clause: Except as set forth in the Target Schedule 1.03 , Target does not have any subsidiaries, and does not own, beneficially or of record, any shares of or control any other corporation. For purposes hereinafter, the term “Target” also includes those subsidiaries set forth on the Target Schedules. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Subsidiaries
abdeb7e2-3e80-4119-b22b-8afcde5ea83d	Clause: Any dispute arising out of or relating to (i) this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, or (ii) Employee’s application or candidacy for employment, employment and/or termination of employment with Bio-Techne including, but not limited to, any and all disputes, claims or controversies relating to discrimination, harassment, retaliation, wrongful discharge, and any and all other claims of any type under any federal or state constitution or any federal, state, or local statutory or common law shall be discussed between the disputing Parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Any request for arbitration must be filed with the American Arbitration Association within ninety (90) days of the events giving rise to the claim. Bio-Techne encourages Employee to consult an attorney regarding the reasonableness of this ninety (90) day filing provision. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the Parties cannot agree on an arbitrator within 20 days, any Party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement, but without submission of the dispute to such Association. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may award to the prevailing Party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the Parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota. This agreement to arbitrate does not include worker’s compensation claims, claims for unemployment compensation, or any injunctive or other relief to which the Bio-Techne may be entitled in accordance with the Prior Agreements referred to in Section 4.1 herein. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Arbitration
11a2873f-ebf2-44ea-bd6f-89d5c88560b2	Clause: This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the laws of the State of Delaware, without regard to any choice of law principle that would require the application of the law of another jurisdiction. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
48a04543-6430-467c-8c26-1480ef611d88	Clause: The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate (or, if the nature of such transaction is such that it is not available on an arm’s-length basis, on terms and conditions that are fair and reasonable); provided that this Section 6.09 shall not prohibit any transaction permitted by Section 6.03(h) or in connection with the Welch Allyn Recapitalization; provided , further , that this Section 6.09 shall not apply to (i) reasonable compensation (including amounts paid pursuant to Plans) and indemnification paid or made available to an officer, director or employee of the Borrower or any of its Restricted Subsidiaries for services rendered in that Person’s capacity as an officer, director or employee or the making of any Restricted Payment otherwise permitted by this Agreement, in each case to the extent any such payments are made in accordance with applicable Laws and (ii) the Farm Agreement. For purposes of this Section 6.09, Affiliate shall not include the Borrower or any wholly-owned Restricted Subsidiary of the Borrower. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Transactions With Affiliates
452491af-7f80-4f95-87bd-af37f8a67559	Clause: Beginning on November 1, 2016, and during the term of this Agreement and under the direction of FBR’s President and CEO or his designee(s), Consultant will serve as a retained consultant to FBR’s Executive Committee and/or the CEO and be reasonably available, on an as needed basis, to provide Services to FBR’s Executive Committee and/or CEO. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Duties
65f886bb-67fb-4a37-a2b8-8ff58a2d06e1	Clause: The Agreement comprises the final and complete integration of all prior expressions by Servicer on the one hand and the Lender on the other hand with respect to the subject matter hereof as of the date hereof and shall constitute the entire agreement between Servicer on the one hand and the Lender on the other hand with respect to such subject matter, superseding all prior oral or written understandings. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Integration
663fbef5-a313-4d0a-8e7a-f3e51d52d087	Clause: No provision of this Agreement may be waived except by a written instrument signed by the party waiving compliance. No waiver by any party hereto of any of the requirements hereof or of any of such party’s rights hereunder shall release the other parties from full performance of their remaining obligations stated herein. No failure to exercise or delay in exercising on the part of any party hereto any right, power or privilege of such party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by such party. This Agreement may not be amended, nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification, consent or discharge is sought. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Waivers
e4b5b125-edfd-4db0-987e-165d268291a9	Clause: Subject to the provisions of Sections 3 and 4 of this Agreement, the Company will pay or cause to be paid to the Executive so long as the Executive is employed hereunder a base salary equal to $800,000 per annum (the “ Base Salary ”). Base Salary may be adjusted to reflect any changes made to the Executive’s Base Salary in the payroll records of the Company and agreed to by the Company and the Executive, and the Executive’s Base Salary, as so adjusted. The timing of payments pursuant to this Section 2(a) will be made on a basis consistent with CBRE’s general payroll practices. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Base Salary
aa21ba10-7bad-457d-a86d-4c340eebf3f8	Clause: Subject to Section 11A, the Co-Tenants must unanimously approve any sale or exchange of the Property; provided, however each of the Co-Tenants reserve the right to transfer or assign its own interest in the Property subject to the rights of the other Co-Tenants set forth in Section 15 E. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Assignments
28fc20c0-03d3-42dd-8654-60dc013fb894	Clause: With exception of the Certificate of Designation, the Series D-2 Certificate of Designation and the Series D-3 Certificate of Designation, which shall be governed by the laws of the State of Delaware, all questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or 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 any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
720bb887-eda6-4d9b-8dfc-38b8759b12ca	Clause: Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Borrower, the Administrative Agent and the Required Lenders agree that the Aggregate Commitment is hereby permanently reduced from $250,000,000 to $150,000,000. All provisions of the Credit Agreement and the other Loan Documents are hereby amended to give effect to such reduction, notwithstanding any notice requirements in respect thereof. Each Lender’s Commitment shall be reduced ratably as a result of such permanent reduction in the Aggregate Commitment. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Amendments
01a23351-05a6-48fc-9358-8d74f9be7669	Clause: The Company does not own, license or otherwise have any right, title or interest in any intellectual property. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Intellectual Property
4cf3f53e-e200-43b3-8268-435276011432	Clause: The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than as set forth in Section 3.1(e), no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Capitalization
ebc871d1-e5fa-4aca-b7b5-ee345e9d9123	Clause: BioScrip agrees to employ Executive and Executive hereby accepts such employment, upon the terms and conditions set forth in this Agreement, for the period beginning on September 9, 2016 (“ Start Date ”) and ending as provided in Section 2.4 of this Agreement (“ Employment Period ”). Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Employment
98f4a5a8-ed74-472a-80e5-e8803e925649	Clause: Except as otherwise provided herein, the vesting schedule of any Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted Stock Units or Other Stock-Based Award shall be set by the Committee in its discretion. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Terms
413bc0e8-27d4-4039-a0f1-fc98d4227d71	Clause: During the Term, the Company shall provide the Employee at the Company’s expense, with all benefits currently in place or subsequently established by the Company for its employees in the United States. Employee shall be entitled to (i) paid vacation in each calendar year, and (ii) paid days off for illness, religious observance and personal reasons (which shall, in any event, be at least three days), all in accordance with the Company’s policy in effect from time to time. The timing of such vacation and personal days shall be scheduled in a reasonable manner by Employee and shall not interfere with the operations of the Company. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Benefits
7ad0c066-1bb4-406e-8c1c-8647de4bcb51	Clause: Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation of this Lease within 15 days after written notice from Landlord. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Liens
caaf8f9f-e515-4ee5-aef3-3d6b13dc6c78	Clause: Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Interpretations
e85c7323-c060-4844-b363-47dd5513569c	Clause: The Borrowers shall, and shall cause Guarantor and Subservicer to keep all property useful and necessary in its business in good working order and condition. The Borrowers shall and shall cause Subservicer to maintain a fidelity bond and be covered by insurance (including, without limitation, errors and omissions insurance) of the kinds and in the amounts customarily maintained by such similarly situated entities in the same jurisdiction and industry as the Borrowers, in amounts acceptable to the Agencies, and no Borrower or Subservicer shall reduce such coverage without the written consent of Lender, and shall also maintain such other insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by entities engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such entities. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Insurances
3bf900b9-ebce-4d60-bf35-5b91b187a9a8	Clause: No termination or expiration of this Agreement or any Work Order for any reason will relieve any Party of any liability or obligation to the extent accrued prior to such termination or expiration. The following provisions will survive termination or expiration of this Agreement under any circumstance: Reports, Audits and Record Retention ( Section 2.17 ), Term and Termination (this Section 4 ), Representations and Warranties ( Section 5 ), Confidentiality and Proprietary Rights ( Section 6 ), Defense/Indemnity ( Section 7 ), Loss or Damage to Goods ( Section 8 ), Insurance ( Section 9 ), Taxes ( Section 11 ), General ( Section 13 ). Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Survival
2f80b465-8300-46dc-a0e2-f6aa7adeb3a2	Clause: Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company shall be represented by units of limited liability company interest (each a “ Unit ”). As of the Effective Date, the Company shall have two authorized classes of Units, consisting of units of limited liability company interest denominated as “Common Units” and “Series A Preferred Units.” All Common Units shall have identical rights and privileges in all respects, and all Series A Preferred Units shall have identical rights and privileges in all respects. The Company shall have the authority to issue an unlimited number of Units. The ownership by a Unitholder of Units shall invest such Unitholder with the Economic Interest therein (except to the extent Transferred to an Assignee). For purposes of this Agreement, Units held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Units, and all Units shall be rounded to the fourth decimal place. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Capitalization
0ecc577c-d800-4edc-9209-381fc2f4390f	Clause: Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet or oral description from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the 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 in the future. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Confidentiality
0ce9d104-f798-4d60-8680-d3c4e7d726b8	Clause: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. The provisions of this Agreement are to be deemed severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions which shall continue in full force and effect. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
f7fb5682-11a5-4def-b7a7-88d70a4cc83f	Clause: The Company shall reimburse all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Participant if the Participant prevails on a material issue with respect to his or her claim for relief in an action by the Participant to obtain or enforce any right or benefit provided by this Plan. If a Participant is entitled to recover fees and expenses under this Section 10.1, the reimbursement of an eligible expense shall be made within 10 business days after delivery of the Participant's respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in no event later than March 15 of the year after the year in which such rights are established. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Expenses
3ab06a35-8f84-4a19-a79c-a6a3e2595d6b	Clause: The registration rights provided to the Holders of Registrable Securities hereunder, and the Company’s obligation to keep the Registration Statements effective, shall terminate at the end of the Effectiveness Period hereinafter defined. Notwithstanding the foregoing, Section 3(d), Section 6, Section 8, Section 9 and Section 11 shall survive the termination of this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Terms
b21a7798-428e-4024-ad02-7ba490556c9c	Clause: Tenant’s indemnity of Landlord as set forth in the Lease 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’s Parties, or any one directly or indirectly employed by any of them, or in connection with Tenant’s non-payment of any amount arising out of the Tenant Improvements and/or Tenant’s disapproval of all or any portion of any request for payment. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Indemnity
c82922c7-7de8-4486-9ba2-a00a6e43d53c	Clause: Notwithstanding any provision to the contrary in this Section 5, the Holder may transfer, with or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section 5(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other assurances reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s Transfer Agent that such transfer does not violate applicable securities laws. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Assignments
50a63dcf-9b42-4db7-9781-8c39a88d6324	Clause: This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder (by operation of law, merger or otherwise) without the prior written approval of the other party; provided , however , that Buyer may assign any or all of its rights and interests hereunder to one or more of its Affiliates or to a purchaser of substantially all the assets of Buyer. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Assignments
c6827391-9430-4995-ae02-249fcbd8e827	Clause: Executive shall be entitled to reimbursement for all reasonable and appropriate travel, entertainment, and other expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for its executive officers) in the performance of his duties and responsibilities under this Agreement; provided that Executive properly accounts for such expenses in accordance with Company policies and procedures. The Executive shall be responsible for any unreasonable or inappropriate expenses incurred in violation of Company policies and procedures. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Expenses
b8085fbc-06bd-4ebc-8834-26b45636f895	Clause: This Agreement shall terminate automatically, without any notice or other action by any Person, upon the first to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Effective Time, (c) the acceptance for payment by Purchaser of all of the Shares validly tendered pursuant to the Offer and not properly withdrawn, (d) upon mutual written consent of the parties to terminate this Agreement, and (e) the date of any modification, waiver or amendment of the Merger Agreement in a manner that reduces the amount or changes the form of consideration payable thereunder to such Stockholder (the date of termination with respect to any Stockholder being referred to herein as the “ Termination Date ”). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, that (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any willful breach of this Agreement prior to termination hereof, (y) the provisions of this Article V (excluding Section 5.14 ) shall survive any termination of this Agreement, and (z) the provisions of Section 4.5 shall survive any termination of the date hereof in the event the Offer has been consummated. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Terminations
a07fe1a1-98a5-49df-9934-973ea63a6267	Clause: This Agreement shall automatically terminate and be of no further force and effect in the event that any of the conditions in paragraph 1(b) of this Agreement is not satisfied. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Terminations
785d57cf-95ed-4867-9144-ffdb5950fd44	Clause: Capitalized terms used in this Agreement and not specifically defined herein shall have the respective meanings ascribed thereto in the Plan. In the event of any inconsistency between the Agreement and the Plan, the terms of the Plan shall govern. The terms of the Plan are incorporated into this Agreement and the Restricted Stock Units are subject to the provisions of the Plan. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Defined Terms
75356d9a-e59c-46a4-8bcd-2aa2c0dc2da0	Clause: Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in the Facility Agreement shall have such meanings when used in this Amendment. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Definitions
568d03d9-4936-40e3-b140-25c45c3f38e1	Clause: The number and class of securities subject to an Award shall be subject to adjustment as provided in Section 5.7 of the Plan. In the event of a Change in Control or Corporate Transaction, Awards shall be subject to the terms of Section 5.8 of the Plan, as determined by the Committee. The decision of the Committee regarding any such adjustment, Change in Control and/or Corporate Transaction shall be final, binding and conclusive. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Adjustments
14ad3b23-4f6c-4e9c-b1c3-95bc0d13cec5	Clause: Titan will pay or reimburse Executive for any expenses reasonably and necessarily incurred by him in furtherance of his duties hereunder, including, without limitation, expenses for entertainment, travel (including automobile operating expenses), meals, hotel accommodations and other ordinary and necessary activities incurred on behalf of the Company, subject to reasonable documentation of such expenses by the Executive. Such payment or reimbursement shall be made by the Company to the Executive within a reasonable time in accordance with the Company’s standard procedures. Any expenses which have not yet been reimbursed to Executive upon his separation or termination of employment for any reason hereunder, shall be paid to him or his estate in the case of his death within thirty (30) days of his termination or separation of employment with Titan. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Expenses
924494ab-729d-4b26-8e3a-af9cf5864e44	Clause: This Agreement and the other Credit Documents (unless otherwise expressly provided therein) shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, applicable to contracts made and to be performed entirely within such state, including without regard to conflicts of laws principles (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). Each Letter of Credit shall be governed by either (i) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, or (ii) the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, in either case, including any subsequent revisions thereof approved by a Congress of the International Chamber of Commerce. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
2656c920-461a-4b25-9793-2d1a8f5805db	Clause: Any amendment to this Agreement shall be made in writing and signed by both the parties hereto. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Amendments
26135c53-2032-446e-8371-7ded497ee1fd	Clause: During the Employment Period the Executive shall serve as the Executive Vice Chairman of the Company and as a member of the Board of Directors (the “Board”) with such authority, duties, powers and responsibilities as are normally attributable to such positions and with such other duties and responsibilities as may be from time to time reasonably assigned to the Executive by the Board. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Duties
096d6c05-498c-4415-a5ce-f79d33152ebc	Clause: No member of the Committee shall be liable for any action, omission, or determination made in good faith. The Company shall indemnify (to the extent permitted under Delaware law) and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company. The determination, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Indemnifications
fa28472c-633c-4f61-b03e-eb380d19a253	Clause: All of Borrower’s obligations under this Section 2.5 shall survive termination of the Agreement, and repayment of the Loans hereunder. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Survival
1d0099af-c0ce-4104-a0d0-4fd36f129bcb	Clause: BORROWERS AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWERS AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Waiver Of Jury Trials
e4df7793-54ec-448d-949a-a0556c1bac4e	Clause: All notices, demands, requests or other communications given under this Agreement shall be in writing and be given by personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier service to the address set forth below or as may subsequently in writing be requested. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Notices
2dba94a7-0460-4912-af21-37842a0ac741	Clause: On the Closing Date after giving effect to the Transactions and the other transactions related thereto, Parent and its Subsidiaries, on a consolidated basis, are Solvent. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Solvency
b9281219-4a5c-47f7-816e-5ce3a8ead9fb	Clause: During and after your employment with Artisan, you agree that you will reasonably cooperate with Artisan and its representatives in connection with any action, investigation, proceeding, litigation or otherwise with regard to matters of which you have knowledge as a result of your employment. Artisan will use its reasonable business efforts, whenever possible, to provide you with reasonable advance notice of its need for assistance and will attempt to coordinate with you the time and place at which such assistance is provided to minimize the impact of such assistance on any other material and pre-scheduled business commitment that you may have. The Artisan Group will reimburse you for the reasonable out-of-pocket expenses incurred in connection with such cooperation. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Cooperation
d2c3884c-a078-488a-872b-38fb6651957d	Clause: While he is an employee of the Company, Employee shall be entitled paid vacation that accrues at a rate of 1.66 days for each month worked (20 days per calendar year). Employee shall have the right to carryover unused vacation from one calendar year to the next, to the extent permitted by the Company’s policy from time to time in effect, up to a maximum of 10 carryover days. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Vacations
7423b8da-532d-41ed-a468-5b27f23be135	Clause: This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, between the parties hereto with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto and, as applicable, their respective heirs, legal representatives, successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, except that Merger Sub and Merger LLC shall be express third-party beneficiaries of this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Entire Agreements
c6fcf0dc-43ef-43a9-b619-f21fde6fed05	Clause: Any and all notices (with the exception of Transaction Notices, which shall be delivered via facsimile only), statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Notices
a1790aa1-f1c2-4d01-8b76-7e254e399985	Clause: Risks of loss for any Parcel shipped to the Buyer hereunder shall pass to the Buyer as such Concentrates pass over ship’s rail at the Port of Loading. Title to any Parcel shipped to the Buyer shall pass from the Seller to the Buyer as that Parcel has been loaded on to the performing vessel at the Port of Loading as per Incoterms, 2010, or in the event the Seller exercises its Advance Payment Option then title shall pass from Seller to Buyer at the time Seller receives the Advance Provisional Payment. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Titles
c13d1507-863c-42dc-9dec-8075f5d3a703	Clause: This Agreement shall not be modified or amended except in writing signed by all parties hereto. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Amendments
4fc9fe19-0ea9-410c-bade-916baec84a34	Clause: Adient agrees that it shall promptly advise Johnson Controls if Adient becomes aware of any unauthorized third-party use of any Johnson Controls Marks; provided , that the failure to notify Johnson Controls of such use shall not constitute a breach of this Agreement. Adient shall not take any steps to contact any such third party without Johnson Controls’ prior written permission. Johnson Controls shall have the sole discretion to determine whether, and in what manner, to respond to any such unauthorized third-party use and shall be exclusively entitled to any remedies, including monetary damages, related thereto or resulting therefrom. In the event that Johnson Controls decides to initiate any claim against any third party, Adient shall use commercially reasonable efforts to cooperate, in good faith, with Johnson Controls (including by assisting Johnson Controls to claim that the Johnson Controls Marks are famous or distinctive in Johnson Controls’ territory, based upon use in Adient’s territory) at Johnson Controls’ cost and expense. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Enforcements
bb5cbe8c-39f8-4c10-a64c-e93edacc1e9f	Clause: Company shall indemnify and hold harmless Employee from any liability related to any credit cards, or similar financial agreements that include Employee as an account holder or joint account holder (this includes a negative impact to Employee’s credit rating as a result of misuse or nonpayment of any of these items for which Employee is an account holder or joint account holder), except for any expenses or charges that are not reimbursable expenses under the Company’s policies. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Indemnity
de833a79-4a77-4a10-bf01-7fc07cf915e7	Clause: The Borrower and the Guarantors will and will cause each of their respective Subsidiaries to, cooperate with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Further Assurances
b12edd83-442e-4f9e-8c6d-c5dccea75210	Clause: Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Confidentiality
14784dd8-6d68-45f7-a323-981add61acda	Clause: The Borrower may, upon three (3) Business Days’ notice in the case of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans, prepay Loans on any Business Day; provided that the Borrower pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments of Eurodollar Rate Loans must be accompanied by a payment of interest on the amount so prepaid. Prepayments of Eurodollar Rate Loans must be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Prepayments of Base Rate Loans must be in a principal amount of at least $500,000 or, if less, the entire principal amount thereof then outstanding. The Borrower may, upon three (3) Business Days’ notice, terminate the Commitment hereunder. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Terminations
1f9d0419-0a22-48d9-bbf6-3c3ca132ac63	Clause: If any provision of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other provisions of this Note will remain in full force and effect. Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. Borrower also waives all defenses based on suretyship or impairment of collateral. This Note shall bind Borrower and its heirs, executors, administrators, successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns; provided , however , that Borrower may not assign this Note in whole or in part without Lender’s written consent and Lender at any time may assign this Note in whole or in part. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Binding Effects
4bf30a31-672b-40ab-9b5a-212d07f84967	Clause: Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices or payment by the Company of tax obligations of the directors and officers of the Company under currently outstanding equity incentive awards), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Use Of Proceeds
921ef7c0-f3cf-4786-af0e-c36c48e7eb00	Clause: Each of such Credit Party and its Subsidiaries has timely filed all U.S. federal, state, local and foreign tax returns and reports required to be filed by it and has paid all Taxes, assessments, fees and other charges levied upon it or upon its properties that are shown thereon as due and payable, other than (i) those Taxes, assessments, fees and other charges that are being contested in good faith and by proper proceedings and for which adequate reserves have been established in accordance with GAAP, or (ii) where the failure to file such returns and reports or the failure to pay such Taxes, assessments, fees and other charges could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such returns are true, correct and complete in all material respects. There is no ongoing audit or examination or other investigation by any Governmental Authority of the Tax liability of such Credit Party or any of its Subsidiaries the outcome of which could reasonably be expected to have a Material Adverse Effect. There is no unresolved claim by any Governmental Authority concerning the Tax liability of such Credit Party or any of its Subsidiaries for any period for which Tax returns have been or were required to have been filed, other than claims for which adequate reserves have been established in accordance with GAAP or that could not reasonably be expected to have a Material Adverse Effect. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Taxes
1bd540b9-49fc-4104-ab17-84afdf00033e	Clause: In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limit in Sections 3 and 5(a) of the Plan. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Adjustments
ad18bb55-d49e-494c-97db-e27600deeb21	Clause: ALL MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
17551830-0746-4bf6-ab33-51e5188878ce	Clause: Performance Guarantor shall keep in full force and effect its existence and rights as a corporation under the laws of the State of Nevada, and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Performance Guaranty, the other Transaction Documents and the Support Assets except to the extent the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Existence
77d424a0-4000-43be-9f8b-6a6b7f88a42a	Clause: The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules) are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement and the other Transaction Documents. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to the singular shall include the plural and vice versa. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Headings
21a1870b-0c28-4bdc-86b7-4d57a1e2ffa0	Clause: In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to Optionees of Common Stock other than a regular cash dividend, the number and class of securities subject to the Option will be equitably adjusted by the Committee, such adjustment to be made in accordance with Section 409A of the Code, to the extent applicable. The decision of the Committee regarding any such adjustment is final and binding. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Adjustments
30fab220-1587-48b9-8cb5-44ae7fd8b9dd	Clause: ISA has made no promises to Phillips with respect to the subject matter hereof other than those set forth in this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Entire Agreements
a92bc51a-7c2b-4288-af9c-158013a6d728	Clause: The Borrower will use the proceeds of (a) the Term Loans made on the Effective Date, together with cash on hand of the Borrower, to finance the Transactions and to pay the Transaction Costs and (b) the Revolving Loans and Swingline Loans made after the Effective Date to fund working capital requirements and for other general corporate purposes. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Use Of Proceeds
a1431767-93db-4a89-8587-022098fb7aa5	Clause: This First Amendment shall be governed by, and construed in accordance with, the laws of the State of California applicable to agreements entered into and to be performed entirely within such state. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
6cfb1f4a-4797-4df8-a780-e3489e18348c	Clause: The validity, interpretation, construction and performance of the Policy shall in all respects be governed by the laws of the State of Delaware, without reference to principles of conflict of law. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
7736b93f-6708-45ae-a8b7-24a2dc42af90	Clause: The employment relationship between you and the Company will be at-will. You and the Company will have the right to terminate the employment relationship at any time and for any reason whatsoever, with or without cause, and without any liability or obligation except as may be expressly provided herein. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Terms
42bd340e-5039-485e-a7dc-96092c21a918	Clause: None of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors) that is required to be disclosed and is not disclosed in the SEC Reports, including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, other than for (i) payment of salary, consulting fees or financial advisory fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including restricted stock programs and stock option agreements under any stock option plan of the Company. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Transactions With Affiliates
d4539aad-e120-48eb-927c-f6d1fd4dfe9e	Clause: You agree to cooperate fully in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company about which you have knowledge or were involved by virtue of your employment with the Company, and in any claim or action brought by the Company against any other entity about which you have knowledge or were involved by virtue of your employment with the Company. On or before the Separation Date, you agree to return all of the Company’s property, including your identification badge and any and all keys, passwords, external hard drives, laptops, phones, software, spreadsheets and any other property and/or information that you may have received, created, or accessed as an employee of the Company, including but not limited to any documents or data stored on any Company device or on any personal device. You agree not to retain, and represent that you have returned, any copies of any property, documents, spreadsheets or information, including but not limited to paper documents or items stored in any electronic format, which was made or compiled by you, or made available to you, relating to the Company, its clients or any of them. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Cooperation
e361953a-bf9e-4309-b498-fce4969b6c28	Clause: (a). Except as set forth on Schedule 3.06 , on the Effective Date there are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Litigations
ad4961c5-8945-42f6-870f-388d41a2dcd7	Clause: None of the Credit Parties or any of their respective Subsidiaries (a) is in default under or with respect to the Vodafone Agreement or the Citibank Agreement or (b) is in default under or with respect to, or a party to, any Contractual Obligation (other than any such Contractual Obligation referred to in the foregoing clause (a) or in respect of Indebtedness) that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. On the Closing Date, after giving effect to the Transactions, none of the Credit Parties or any of their respective Subsidiaries is in default under or with respect to any Contractual Obligation in respect of Indebtedness or purported Indebtedness. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: No Defaults
4beb05b7-f127-48ef-bdc8-bb335297e160	Clause: Employee’s employment hereunder shall automatically terminate upon Employee’s death. Upon such event, the Company shall pay to Employee’s designated beneficiary (or, if none, to Employee’s estate) the pro rata portion of Employee’s Base Salary and any other accrued and vested but unpaid compensation through the date of Employee’s death. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Death
df1e4e57-aaf2-43ea-9762-fb3cd5fae0f0	Clause: The subject headings of the paragraphs of this Note are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Headings
3aa02257-1ae5-4b37-9554-d4ffead4a54b	Clause: No modification, amendment or waiver of any provision of this Guaranty, nor the consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent and Guarantor, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in the same, similar or other circumstances. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Modifications
37686a4a-c3f7-4fd9-bc91-9cb6747c394b	Clause: Assignments and Assumptions of Contracts from each Seller in the form of Exhibit E attached hereto and by this reference incorporated herein, assigning by quit-claim any and all rights such Seller has under the Contracts from such Seller to Purchaser on the terms set forth therein and without any representation or warranty of any kind (collectively, the “ Assignments of Contracts ”). Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Assignments
86454625-567f-4417-bc5c-14a90837b741	Clause: Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The respective addresses for such notices and communications shall be as set forth on the signature pages attached hereto or as the recipient shall have otherwise provided to the other parties in conformity with this section. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Notices
21cafe3c-3628-4ece-9d86-82cb1a603d83	Clause: During the Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing services hereunder, including all reasonable expenses of travel and living while away from home, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Corporation. The Executive shall travel at the same level provided generally for executives at her level of seniority. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Expenses
f9c6307c-4131-44e1-87ee-f2e9ce915d3b	Clause: During the Term (as defined below), Executive shall serve the Company as President of the Completion Services division, or in such other capacity as the Board or the Chief Executive Officer of the Company shall determine. Executive shall comply with the policies of the Company as may be in effect from time to time for executive officers, including, without limitation, the Company’s policies regarding confidentiality, ownership of intellectual property, drug testing, discrimination and harassment, and ethical conduct. Executive shall have such duties, authorities and responsibilities as the Board or the Chief Executive Officer of the Company shall designate that are consistent with Executive’s position. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Duties
184fc48d-0582-4292-891b-a27be3a80408	Clause: The Company is authorized and directed to withhold from payments, distributions or allocations to any Member and to pay over to any Governmental Authority any amount required to be withheld pursuant to the Code or any other Governmental Requirements, including Governmental Requirements relating to money laundering and terrorism, with respect to any payment, distribution or allocation to the Company or such other Member and shall allocate any such amounts to such other Member with respect to which such amount was withheld. All amounts so withheld shall be treated as amounts paid or distributed to such other Member and shall reduce the amount otherwise payable or distributable to such other Member for all purposes of this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Withholdings
2cb4e6d4-20bc-407c-b0bc-4bd5633cf9df	Clause: Seller has good and marketable title to (i) the Patents, including without limitation all rights, title, and interest in the Patents to sue for infringement thereof, and (ii) the Subject technology. The Patents are free and clear of all liens, mortgages, security interests or other encumbrances, and restrictions on transfer. There are no actions, suits, claims or proceedings threatened, pending or in progress on the part of any named inventor of the Patents relating in any way to the Patents and Seller has not received notice of (and Seller is not aware of any facts or circumstances which could reasonably be expected to give rise to) any other actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the Patents. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Patents. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Titles
3516edd7-a625-433c-afd8-2e3c85ae5a21	Clause: This Amendment shall be construed in accordance with the internal laws of the State of California, without regard to the conflict of law provisions of any state. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Governing Laws
445eac82-1dd2-44a4-8458-ddd7eb4674bb	Clause: The covenants, agreements and representations and warranties of the Issuers under the Operative Documents shall survive the execution and delivery hereof. All obligations of the Issuers hereunder are joint and several. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Survival
1aeca081-ae01-4c6c-8f6c-3f7819df43f4	Clause: Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier communication, facsimile transmission or electronic mail) and mailed, telecopied, transmitted or delivered: if to any Obligor, to such Obligor as set forth on Schedule I hereto; if to any Lender, at its address, facsimile number or electronic mail address specified on Schedule 13.03 ; and if to the Administrative Agent, at the Notice Office; if to the Facility Agent, at the Notice Office, if to the Security Agent at 60 Wall Street, New York, New York 10005, Attention: Dusan Lazarov, facsimile number (212) 797-5695; if to the Co-Collateral Agents, at Deutsche Bank AG New York Branch, 60 Wall Street, New York, New York 10005, Attention: Dusan Lazarov, facsimile number (212) 797-5695 and Bank of America, N.A., 100 Federal Street, Boston MA 02110, Attention: Christine Hutchinson, facsimile number (617) 434-4131; or, as to any Obligor or the Administrative Agent, the Facility Agent, the Security Agent or any Co-Collateral Agent, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Lender, at such other address, facsimile number or electronic mail address as shall be designated by such Lender in a written notice to the Borrowers and the Administrative Agent. All such notices and communications shall, when mailed, telecopied, faxed, mailed electronically or sent by overnight courier, be effective when deposited in the mails or overnight courier, as the case may be, or sent by telecopier or electronic mail, except that notices and communications to the Administrative Agent, the Security Agent and any Co-Collateral Agent, shall not be effective until received by the Administrative Agent, the Security Agent or such Co‑Collateral Agent, as the case may be. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Notices
97b4e4a3-d576-4cee-99c4-ce7a9999f8fb	Clause: Any claim or dispute between the Parties arising out of or relating to this Agreement, any other agreement between the Parties, Executive’s employment with the Company, or any termination thereof (collectively, “ Covered Claims ”) shall (except to the extent otherwise provided in Section 15(e) with respect to certain requests for injunctive relief) be resolved by binding confidential arbitration, to be held in Wilmington, Delaware, before a panel of three arbitrators in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association and this Section 29. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Pending the resolution of any Covered Claim, Executive (and his beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise, except to the extent that the arbitrators otherwise provide. The Company shall reimburse Executive for all costs and expenses (including, without limitation, legal, tax and accounting fees) incurred by him in any arbitration under this Section 29, to the extent he substantially prevails in any such arbitration. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitalization, Change In Control, Closings, Compliance With Laws, Confidentiality, Consent To Jurisdiction, Consents, Construction, Cooperation, Costs, Counterparts, Death, Defined Terms, Definitions, Disability, Disclosures, Duties, Effective Dates, Effectiveness, Employment, Enforceability, Enforcements, Entire Agreements, Erisa, Existence, Expenses, Fees, Financial Statements, Forfeitures, Further Assurances, General, Governing Laws, Headings, Indemnifications, Indemnity, Insurances, Integration, Intellectual Property, Interests, Interpretations, Jurisdictions, Liens, Litigations, Miscellaneous, Modifications, No Conflicts, No Defaults, No Waivers, Non-Disparagement, Notices, Organizations, Participations, Payments, Positions, Powers, Publicity, Qualifications, Records, Releases, Remedies, Representations, Sales, Sanctions, Severability, Solvency, Specific Performance, Submission To Jurisdiction, Subsidiaries, Successors, Survival, Tax Withholdings, Taxes, Terminations, Terms, Titles, Transactions With Affiliates, Use Of Proceeds, Vacations, Venues, Vesting, Waiver Of Jury Trials, Waivers, Warranties, Withholdings Return exactly: Label: <type>	Label: Arbitration

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