flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: suited to resolve disputes between the parties where a plaintiff alleges direct and consequential losses that ... could have been the subject of their negotiations.”); Slim CD, Inc. v. Heartland Payment Sys., 2007 WL 2459349, at *9, 2007 U.S. Dist. LEXIS 62536, at *25 (D.N.J. Aug. 22, 2007) (“Under New Jersey law, a tort remedy does not arise from a contractual relationship unless the breaching party owes an independent duty imposed by law.” (quoting Saltiel v. GSI Consultants, Inc., 170 N.J. 297, 788 A.2d 268, 277 (2002))). In other words, the economic loss doctrine is meant to prevent plaintiffs from recovering on tort claims where their relationship with a defendant “only flows from a contract,” and thus should be litigated as a contract claim. See also Hunter, 588 F.Supp.2d at 652 (<HOLDING>); Shinn v. Champion Mortgage Co., 2010 WL Options: A. holding that the economic loss doctrine will preclude conversion claims arising out of a contractual relationship B. holding that economic loss rule precludes recovery of economic damages only in the absence of personal injury or property damage claims C. holding that the economic loss doctrine may bar recovery if the defendants duties emanate from contractual relationships D. holding postmoransais that economic loss doctrine barred negligence claim because aggrieved partys damages emanate from breach of contract and not from an independent tort E. holding economic loss rule did not bar recovery of tort damages on statutory fraud claim based upon fraudulent inducement

assistant: The best answer is C. holding that the economic loss doctrine may bar recovery if the defendants duties emanate from contractual relationships
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: she was a chapter president, Kaur stated only “I do not know.” We are not compelled to credit this explanation. Majidi v. Gonzales, 430 F.3d 77, 80-81 (2d Cir.2005). Because the aforementioned discrepancies fundamentally undermine the Petitioners’ claims for relief, we can confidently predict that the same result would ensue even if some other findings of the IJ are erroneous. See Xiao Ji Chen, 471 F.3d at 339-40. Finally, as the government notes, the Petitioners never sought relief under the Convention Against Torture (“CAT”) before the IJ. Although we note that the Petitioners raised the issue in their brief to the BIA, it is nevertheless unexhausted because the IJ, as fact-finder, never had the opportunity to review the claim. See Karaj v. Gonzales, 462 F.3d 113, 119 (2d Cir.2006) (<HOLDING>); 8 C.F.R. §§ 1003.1(d)(3)(iv), 1003.3(f) Options: A. holding that a petitioner must raise each category of relief to the agency before subsequently raising it in this court B. holding that when a state court adjudication is contrary to clearly established supreme court precedent this court must review de novo whether petitioner is entitled to habeas relief C. holding that where defendant failed to raise defense of plaintiffs fraud in federal court defendant is barred from raising that issue in state court D. holding that plaintiffs failure to raise his constitutional claims in the military court system bars him from raising them in federal court E. recognizing general requirement that subpoenaed taxpayer must present himself with his records for questioning and as to each question and each record elect to raise or not raise the defense of selfincrimination

assistant: The best answer is A. holding that a petitioner must raise each category of relief to the agency before subsequently raising it in this court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: arbitrary because crimes other than illegal reentry, such as possession of a firearm by a felon, are inherently more dangerous. We hold that the enhancement level in § 2L1.2(b)(1)(A) has a rational basis and serves a legitimate government interest. The 16 level enhancement did not violate Ruiz’s right to equal protection. 8 U.S.C. § 1326 prohibits noncitizens from reentering the United States if they have previously “been denied admission, excluded, deported, or removed.” 8 U.S.C. § 1326(a). Such a violation may result in up to 20 years of imprisonment depending on the noncitizen’s criminal history. 8 U.S.C. § 1326(a)-(b). We have recognized that § 1326 is a legitimate exercise of Congress’s immigration power. See United States v. Hernandez-Guerrero, 147 F.3d 1075, 1078 (9th Cir.1998) (<HOLDING>). Section 2L1.2 of the Sentencing Guidelines Options: A. holding that congress had exceeded its authority by using its section five power under the fourteenth amendment to enact the statute B. holding states in exercising the federal trust power over indian tribes pursuant to a federal statute authorizing them to do so may enact legislation that would be an otherwise unconstitutional exercise of state power C. holding that congress possesses ample authority to enact 1326 pursuant to its inherent immigration power D. holding congress has authority under 5 of fourteenth amendment to enact rfra and rfra does not usurp judiciarys power to interpret the constitution E. recognizing inherent power of courts of appeals

assistant: The best answer is C. holding that congress possesses ample authority to enact 1326 pursuant to its inherent immigration power
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as will be discharged in full by (and as will be the sole responsibility of) the Sellers, no person, firm, corporation or entity acting for or on behalf of the Sellers is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any parties in connection with any of the transactions contemplated by this Agreement or the Transaction Documents.

assistant: Brokers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement embodies all of the representations, warranties and agreements between the parties hereto relating to Employee’s employment with the Company, supersedes and nullifies all previous agreements between the Parties about the Company’s employment of Employee, including the 2017 Agreement, except for any current sales commission plan which is incorporated herein by reference. No other representations, warranties, covenants, understandings, or agreements exist between the parties hereto relating to Employee’s employment. This Agreement may not be amended or modified except by a writing signed by each of the parties hereto. Sections 7 through 19 and the last sentence of Section 4 of this Agreement shall survive the expiration or termination of this Agreement.

assistant: Entire Agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: at the end of a call , fractional cent charges will be rounded up to the nearest whole cent , for example a total call price of $ 0.034 will be rounded up to $ 0.04 .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by the internal laws of the state of Delaware as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Any legal action or proceeding with respect to the Plan or this Agreement may only be brought and determined in a court sitting in the state of Florida. The Company may require that the action or proceeding be determined in a bench trial.

assistant: Governing Laws
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For purposes of this Agreement, the term “ Disability ” shall have the meaning given to such term in the long-term disability policy available to Executives of the Corporation and the Company, as amended or replaced from time to time.

assistant: Disability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: required expert testimony at trial. We agree with other appellate courts that the statute does not violate the open courts provision by requiring an expert report sooner rather than later in the litigation. See, e.g., Gill v. Russo, 39 S.W.3d 717, 719 (Tex.App.-Houston [1st Dist.] 2001, no pet.); Knie v. Piskun, 23 S.W.3d 455, 467 (Tex.App.-Amarillo 2000, pet. denied). Mocega’s fifth point is overruled. Notice of Hearing Mocega’s final two points assert the trial court was required to grant her the grace period provided under art. 4590i, § 13.01(g). A motion under that section is timely if filed before “any hearing” on a defendant’s motion to dismiss. Urquhart’s motion was “heard” by submission on April 3rd. See Martin v. Martin, Martin & Richards, Inc., 989 S.W.2d 357, 359 (Tex.1998) (<HOLDING>). Mocega’s motion was not filed until April Options: A. holding term successor does not contemplate acquisition by ordinary purchase from another corporation B. holding that a hearing does not contemplate an oral presentation unless required by express language or context C. holding that oral rendition of judgment supported by the courts docket sheet was insufficient express specific written order is required D. holding that statutory authority to modify does not contemplate fundamental changes E. holding that express oral agreement with government agent was not binding because among other factors applicable regulations required contract to be in writing

assistant: The best answer is B. holding that a hearing does not contemplate an oral presentation unless required by express language or context
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: nature of the speech or the identity of the speaker and the functioning of the nonpublic forum is not mandated.” 473 U.S. at 808, 105 S.Ct. at 3452 (citing cases). In a nonpublic forum, an evaluation of the reasonableness of the restriction of access “must be assessed in the light of the purpose of the forum and all the surrounding circumstances.” Id. at 809, 105 S.Ct. at 3452. Concerning the “viewpoint neutrality” prong, Cornelius stated the rule for a nonpublic forum as well: [T]he government violates the First Amendment when it denies access to a speaker solely to suppress the point of view he espouses on an otherwise includible subject. Id. at 806, 105 S.Ct. at 3451. Subsequent Supreme Court decisions have followed this analysis. See Lamb’s Chapel, — U.S. at —, 113 S.Ct. at 2147 (<HOLDING>); R.A.V. v. City of St. Paul, 505 U.S. 377, Options: A. holding that speech about financial assistance and handling racial discrimination does not qualify as protected speech B. holding that first amendment protections apply to compelled speech as well as restrictions on speech C. holding that free speech clause precludes state university that pays student publications printing costs from denying funding based on publications religious viewpoint D. holding unconstitutional a rule excluding all religious speech as viewpoint discrimination E. holding the right of free speech is not absolute at all times and under all circumstances

assistant: The best answer is D. holding unconstitutional a rule excluding all religious speech as viewpoint discrimination
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: benefit. We find that this federal doctrine as urged here imposes far too heavy a burden on class certification where the purported injuries to class members are so minimal as to preclude the likelihood they would be individually asserted. Although we have misgivings about the aseertainability doctrine’s use at the certification stage in any class action, we decline to consider its application in cases other than those involving low value co not benefit the chief goal of our court rules — the fair and efficient administration of justice; the Third Circuit’s experiences suggest the doctrine is practically unworkable in application and is being exploited by defendants in unsuitable cases to evade liability. See Hughes v. Kore of Ind. Enter., Inc., 731 P.3d 672, 677 (7th Cir.2013) (<HOLDING>). In rejecting the applicability of the Options: A. recognizing that when what is small is not the aggregate but the individual claim thats the type of case in which class action treatment is most needfulf and emphasizing that a class action has a deterrent as well as a compensatory objective B. holding that the right of all putative members of a proposed class in an action filed pursuant to kansass class action rule of civil procedure to file a separate action is preserved pending the determination of whether the initial case shall be maintained as a class action C. holding that class action was superior to individual suits where class members had relatively small interests and might not have the wherewithal to bring suit to protect their individual rights D. recognizing a narrow class of cases in which the termination of the class representatives claim for relief does not moot the claims of the class members E. holding that tolling applies to a subsequent class action when class certification was granted in a prior case

assistant: The best answer is A. recognizing that when what is small is not the aggregate but the individual claim thats the type of case in which class action treatment is most needfulf and emphasizing that a class action has a deterrent as well as a compensatory objective
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT, THE CREDIT AGREEMENT, THE GUARANTY, THE SECURITY AGREEMENT, IN EACH CASE AS AMENDED BY THIS AGREEMENT, THE NOTES AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

assistant: Entire Agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In case any one or more of the provisions contained of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right.

assistant: Severability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: parole is not a consequence of a plea of guilty, but a matter of legislative grace or a consequence of the withholding of legislative grace [, and t]here is no co SE2d 609) (2008) (same). 6 See Rice, 277 Ga. 649; Williams, 301 Ga. App. at 850-51 (1). 7 Earley v. State, 310 Ga. App. 110, 112 (712 SE2d 565) (2011) (citation and punctuation omitted). 8 Murray v. State, 307 Ga. App. 621, 623-24 (705 SE2d 726) (2011) (footnote and punctuation omitted); see also Strickland v. Washington, 466 U. S. 668 (104 SC 2052, 80 LE2d 674) (1984). 9 Rios v. State, 281 Ga. 181, 181 (2) (637 SE2d 20) (2006) (punctuation omitted). 10 Murray, 307 Ga. App. at 624 (punctuation omitted). 11 Williams v. Duffy, 270 Ga. 580, 581 (1) (513 SE2d 212) (1999) (citations and punctuation omitted). 12 See id. at 582 (1) Options: A. holding that counsels failure to advise the defendant of the collateral consequences of a guilty plea cannot rise to the level of constitutionally ineffective assistance B. holding that ineffective assistance can render a guilty plea involuntary C. holding that an attorney is required to advise a defendant of the direct consequences of a plea and will not be found ineffective for failing to advise of collateral consequences of the plea D. holding that right to appeal claim of ineffective assistance of counsel alleging that counsel failed to convey plea negotiations timely and adequately inform of consequences of pleading guilty to jury for sentencing waived because plea of guilty to jury was independent of and not supported by alleged ineffective assistance of counsel claims E. holding failure to advise of right to subpoena witnesses does not affect the validity of a guilty plea

assistant: The best answer is A. holding that counsels failure to advise the defendant of the collateral consequences of a guilty plea cannot rise to the level of constitutionally ineffective assistance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and FBR each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this agreement or any transaction contemplated hereby.

assistant: Waiver Of Jury Trials
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an issue in the case — shown by the interrogatory responses, depositions and disclosures — we find that Com-cast can show no irreparable prejudice from the fact that the Class did not explicitly emphasize DBS foreclosure of regional sports programming in the earlier motions practice. The cases that Comcast cites to support its argument, several of which are nonprecedential, all provide that district courts have broad discretion to disallow the addition of new liability claims after discovery has closed. See e.g., Josey v. John R. Hollingsworth Corp., 996 F.2d 632, 641-42 (3d Cir.1993) (upholding district court’s rejection of a new disparate impact civil rights claim that had been raised after the close of discovery); Carr v. Gillis Assoc. Indus., Inc., 227 Fed.Appx. 172 (3d Cir.2007) (<HOLDING>) (not precedential); Spence v. City of Options: A. holding that district court did not abuse its discretion in refusing to permit a design defect products liability expert to submit an untimely addendum stating a new claim of failure to warn after defense expert refuted the basis of original design defect opinion B. holding that the labeling act did not preempt design defect claim against cigarette manufacturer C. holding that an expert could testify that unguarded elevator buttons constituted a design defect despite the experts lack of a specific background in design and manufacture of elevators D. holding that plaintiffs did not need to identify the specific defective lawn mower to sustain their claim of a design defect E. holding that complaint alleging design defect likely to cause damage failed to state a claim

assistant: The best answer is A. holding that district court did not abuse its discretion in refusing to permit a design defect products liability expert to submit an untimely addendum stating a new claim of failure to warn after defense expert refuted the basis of original design defect opinion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

assistant: Subsidiaries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: refusal to pay a significant portion of what it owed to ThoughtWorks. JX 66; Tr. 64. 15 . The $10 million line of credit was secured by ThoughtWorks's accounts receivable. 16 . ThoughtWorks did not seek or obtain approval from the holders of the preferred stock for the expansion of the line of credit to $5 million. 17 . SVIP thought the $10 million line of credit was excessive and well beyond what it thought was appropriate for the purposes of running the company. 18 . Tr. 54, 100-103. Goodwin testified that “the ultimate goal was to become an employee-owned and employee-controlled company.” The put right had the potential to threaten the company’s independence. 19 . JX 14 (emphasis added). 20 . Id. 21 .Id. 22 . Eagle Indus. v. DeVilbiss Health Care, 702 A.2d 1228, 1232 (Del.1997) (<HOLDING>). 23 . Id. at 1232; see also Capital Mgmt. v. Options: A. holding that person who is not party to contract does not have standing to challenge contract B. holding that parties can stipulate that they were both parties to a contract and thus the real parties in interest even when one party did not sign the contract C. holding that when a contract is unambiguous the court will enforce the plain meaning of the contract as the intention of the parties D. holding for purposes of contract clause analysis a statute can be said to impair a contract when it alters the reasonable expectations of the contracting parties E. holding that contract terms themselves will be controlling when they establish the parties common meaning so that a reasonable person in the position of either party would have no expectations inconsistent with the contract language

assistant: The best answer is E. holding that contract terms themselves will be controlling when they establish the parties common meaning so that a reasonable person in the position of either party would have no expectations inconsistent with the contract language
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: A Participant is considered disabled if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer.

assistant: Disability
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: predecisional nor deliberative and, therefore, do not implicate the deliberative-process privilege. These eight documents are: CE523-524, CE555, CE580-585, CE3720, CE2539-2588, CE6838, CE6871-6873, and CE6899. Because the government did not meet its burden of showing that these documents fall within Exemption 5, it must disclose them to the plaintiff. Al-Fayed, 254 F.3d at 305; Summers, 140 F.3d at 1080. As to documents CE523-524, CE555, CE3720, CE6838, CE6871-6873, and CE6899, all or portions of them appear- to be neither predecisional nor deliberative. When conducting an in camera review, the court is at a disadvantage because it reviews the documents outside the context in which they were generated. See Johnson v. Executive Office for U.S. Attorneys, 310 F.3d 771, 775 (D.C.Cir.2002) (<HOLDING>). It is imperative, therefore, that the Options: A. holding one who claims tax exemption has burden of showing entitlement to exemption B. recognizing relevance of information and that need for this information outweighs the burden to appellants C. recognizing that to meet its burden the government may need to explain the exemptions relevance in addition to simply statfing which exemption the agency claims for each withheld document D. recognizing burden E. holding that an agency carries its burden of proof by providing affidavits to explain why documents are subject to an exemption

assistant: The best answer is C. recognizing that to meet its burden the government may need to explain the exemptions relevance in addition to simply statfing which exemption the agency claims for each withheld document
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall be deemed to constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes.

assistant: Counterparts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to pay all charges incurred by users of your credit card , debit card , or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the service at the prices in effect when such charges are incurred .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Purchase Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

assistant: Taxes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: while there is third party evidence from research that meditation can assist in the prevention and recovery process for a wide array of conditions as well as in improving some performance and relationship issues , headspace makes no claims , representations or guarantees that the products provide a therapeutic benefit .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Exhibits and Schedules attached hereto, together with the Confidentiality Agreement, contain the final and entire agreement between the Parties hereto with respect to the transactions contemplated hereby and are intended to be an integration of all prior negotiations and understandings, and without limitation supersede that certain Letter of Intent dated August 14, 2017. Steadfast, Blackstone and their agents shall not be bound by any terms, conditions, statements, warranties or representations, oral or written, not contained herein. No change or modifications to this Agreement shall be valid unless the same is in writing and signed by the Parties hereto. Each Party reserves the right to waive any of the terms or conditions of this Agreement which are for their respective benefit and to consummate the transaction contemplated by this Agreement in accordance with the terms and conditions of this Agreement which have not been so waived. Any such waiver must be in writing signed by the Party for whose benefit the provision is being waived. No failure of either Party to exercise any power given such Party hereunder or to insist upon strict compliance by either Party with its obligations hereunder, and no custom or practice of the Parties at variance with the terms hereof, shall constitute a waiver of any Party’s right to demand exact compliance with the terms hereof.

assistant: Entire Agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: At the time of and immediately after the Amendment No. 2 Effective Date and the making of the Extended Term Loans and the availability of the Extended Revolving Credit Commitments, no Default or Event of Default shall exist or would result from this Amendment or from the application of any proceeds therefrom.

assistant: No Defaults
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and enforced in accordance with the internal laws of the State of New York, without regard to the principals of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (whether against a named party to this Agreement or any of their affiliates, agents, officers, directors or employees), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.

assistant: Governing Laws
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the forgoing or anything in this Agreement or any deferral election form to the contrary, in the event of the Director’s death or a Change of Control, the Settlement Date of the Award shall accelerate and the Award shall be settled as soon as practicable but in no event more than sixty (60) days following the date of the Director’s death or such Change of Control.

assistant: Death
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: substantial rights. Mares, 402 F.3d at 520. The district court made no comments suggesting it would have imposed a lesser sentence in the absence of mandatory guidelines. See United States v. Bringier, 405 F.3d 310, 317 (5th Cir.2005) (stating the issue as “whether [the defendant] has demonstrated that the sentencing judge would have reached a different result had it sentenced [the defendant] under an advisory scheme rather than a mandatory one”), cert. denied, — U.S. -, 126 S.Ct. 264, 163 L.Ed.2d 238 (2005) (No. 05-5535). Therefore, Tovar fails to demonstrate plain error. Tovar contends for the first time on appeal that the statute under which he was convicted, 21 U.S.C. § 841, is unconstitutional under Apprendi v. New Jersey, 530 U.S. 466, 490, 120 S.Ct. 2348, 147 L.Ed.2d 435 (2000) (<HOLDING>). As he concedes, however, this issue is Options: A. holding any fact other than a prior conviction that increases the maximum penalty beyond the prescribed statutory maximum must be submitted to the jury and proved beyond a reasonable doubt B. holding that ojther than the fact of a prior conviction any fact that increases the penalty for a crime beyond the prescribed statutory maximum must be submitted to a jury and proved beyond a reasonable doubt C. holding that any fact other than a prior conviction may not be used to enhance a defendants sentence beyond the statutory maximum unless it is submitted to a jury and proved beyond a reasonable doubt D. holding that other than the fact of a prior conviction any fact that increases the penalty for a crime beyond the prescribed statutory maximum must be submitted to a jury and proved beyond a reasonable doubt E. holding that other than fact of prior conviction any fact that increases penalty for crime beyond prescribed statutory minimum must be submitted to jury and proved beyond reasonable doubt

assistant: The best answer is C. holding that any fact other than a prior conviction may not be used to enhance a defendants sentence beyond the statutory maximum unless it is submitted to a jury and proved beyond a reasonable doubt
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No ERISA Events have occurred or are reasonably expected to occur that could, in the aggregate, reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of such Plan by an amount that could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date or dates of the most recent financial statements reflecting such amounts, exceed by an amount that could reasonably be expected to result in a Material Adverse Effect the fair value of the assets of all such underfunded Plans.

assistant: Erisa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: president herself knew nothing of the purported addition until she arrived at the meeting and found “a paper” at each seat “that had the item on it highlighted so that we would recognize that it was an extra item that was not in our mail packet,” 5) a copy of the agenda was requested by Gardner from the assistant superintendent sometime after the meeting had transpired and before suit was filed, and 6) the copy Gardner received from the assistant superintendent contained no reference to an item “13A” or the Athletic Code of Ethics. From the foregoing circumstantial evidence, one could reasonably, but not necessarily, infer that notice of the topic in question was not disclosed prior to the meeting. See Guthrie v. Suiter, 934 S.W.2d 820, 831 (Tex.App. —Houston [1st Dist.] 1996, no writ) (<HOLDING>). And, because one could so infer, the Options: A. holding that inconsistencies in the summary judgment evidence of a single witness create a fact issue B. holding that the mere existence of a scintilla of evidence is insufficient to create a dispute of fact that is genuine C. holding that direct evidence of a fact is not necessary and that circumstantial evidence is not only sufficient but may also be more certain satisfying and persuasive D. holding that circumstantial evidence may create a fact issue if from the evidence a reasonable person could conclude that the existence of the ultimate fact in dispute is more reasonable than its nonexistence E. holding that dispute regarding material fact is genuine if the evidence is such that a reasonable jury could return a verdict for the nonmoving party

assistant: The best answer is D. holding that circumstantial evidence may create a fact issue if from the evidence a reasonable person could conclude that the existence of the ultimate fact in dispute is more reasonable than its nonexistence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The RECEIVING PARTY and its employees, officers, agents and affiliates shall hold the CONFIDENTIAL INFORMATION in confidence and take all reasonable steps to preserve the confidential and proprietary nature of the CONFIDENTIAL INFORMATION, including, without limitation: (i) refraining from disclosing the CONFIDENTIAL INFORMATION to persons within its organization not having a reason to know, and all persons outside its organization unless they have a reason to know and are bound by fiduciary duties of confidentiality to the RECEIVING PARTY; and

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and misappropriation liability.” Cuban, 620 F.3d at 555; see also Yun, 327 F.3d at 1271 (acknowledging that after O’Hagan and before Rule 10b5-2 “it [was] unsettled whether non-business relationships ... provide the duty of loyalty and confidentiality necessary to satisfy the misappropriation theory”). Accordingly, the imposition of a duty to disclose under Rule 10b5-2(b)(2) when parties have a history, pattern or practice of sharing confidences does not conflict with Supreme Court precedent. Moreover, even if the rule were to conflict with the Court’s interpretation of deceptive devices, the Court “did not purport to adopt or apply the unambiguous meaning” of § 10. See Swallows Holding, Ltd. v. Comm’r, 515 F.3d 162, 170 n. 11 (3d Cir.2008); Brand X, 545 U.S. at 982, 125 S.Ct. 2688 (<HOLDING>). Indeed, the Supreme Court has recognized that Options: A. holding that a courts prior judicial construction of a statute trumps an agency construction otherwise entitled to chevron deference only if the prior court decision holds that its construction follows from the unambiguous terms of the statute and thus leaves no room for agency discretion B. holding that the interpretation of an unambiguous contract is a question of law C. holding that to foreclose a conflicting agency interpretation a prior court decision must hold that its construction follows from the unambiguous terms of the statute D. holding that when a statutes terms are clear and unambiguous on their face there is no room for statutory construction and a court must apply the statute according to its literal meaning E. recognizing court must enforce unambiguous contract according to its terms

assistant: The best answer is C. holding that to foreclose a conflicting agency interpretation a prior court decision must hold that its construction follows from the unambiguous terms of the statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The closing of the Purchase (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, 3330 Hillview Avenue, Palo Alto, CA 94304, on the date hereof, or at such other place, time and date as shall be agreed between the Company and the Investor. The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date .” The Closing shall be deemed to occur and be effective as of 12:01 a.m., New York City time, on the Closing Date.

assistant: Closings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The waiver by either party of any breach or violation of any provision of this Agreement or the failure by any party to take action in response to the conduct or performance of any party shall not operate or be construed as a waiver of any subsequent breach, violation, conduct or performance.

assistant: Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower waives demand and presentment for payment, notice of non-payment or dishonor, notice of protest and protest of this Note and any other notice required to be given by applicable law and agrees that its liability hereunder shall not be affected by any renewals, amendments or modifications of this Note, or extensions of the time of payment of all or any part of the amount owing hereunder at any time or times.

assistant: Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party, shall be deemed a waiver of any similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

assistant: Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Excepting only the Severance Agreement, the terms described in this Agreement constitute the entire agreement between the Parties regarding the subject matter in this Agreement and may not be altered or modified other than in a writing signed by each of the Parties to this Agreement. Employee agrees that no promise, inducement or agreement not expressed in this Agreement has been made to Employee in connection with this Agreement. Excepting only the Severance Agreement, the Parties acknowledge and agree that this Agreement supersedes all prior arrangements, communications, commitments or obligations between Employee and the Company, except as otherwise referenced in this Agreement. Notwithstanding the foregoing, Employee acknowledges that this Agreement has no effect on Employee’s obligations that survive Employee’s termination of employment and that all agreements with Employee and all obligations of Employee as of the Separation Date with respect to the protection of information, non-disclosure, confidentiality, non-solicitation, non-competition and non-interference shall continue in full force and effect and are in addition to, and not superseded by, this Agreement.

assistant: Entire Agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: prevails. The hearing officer found that because the video was shown at Union meetings, it was clear to viewers that it was partisan propaganda, and not Board-issued material. We agree with the Board’s finding that the video did not improperly imply that the Board supported the Union. k- Union “bribery” of employees Finally, Maremont claims that the Union impermissibly “bribed” the employees with T-shirts and other benefits. The evidence in this case does not support this objection. The hearing officer found that “[t]he overwhelming majority of employees who testified at [the] hearing testified consistent with the testimony of Union officials that employees were not required to sign [the “Vote Yes’ petition] in order to receive campaign items.” See Dickinson Press, 153 F.3d at 286 (<HOLDING>). III. CONCLUSION For all of the reasons stated Options: A. holding that an employer could only distribute its proposal to union employees when the proposal was properly before the union B. holding that although the distribution of economic inducements generally constitutes objectionable conduct a union may distribute inexpensive campaign propaganda such as tshirts at a union meeting C. holding union members state law claims for defamation against union preempted D. recognizing that union members interests are adequately represented by the union E. holding that a union officials comments may be used to infer the object of union activity

assistant: The best answer is B. holding that although the distribution of economic inducements generally constitutes objectionable conduct a union may distribute inexpensive campaign propaganda such as tshirts at a union meeting