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 legal provision and list the applicable contract clause categories. Provision: Executive agrees that any and all discoveries, concepts, ideas, inventions, writings, plans, articles, devices, products, designs, treatments, structures, processes, methods, formulae, techniques and drawings, and improvements or modifications related to the foregoing that are in any way related to the Company’s patent portfolios or any other intellectual property owned by the Company or its affiliates, whether patentable, copyrightable or not, which are made, developed, created, contributed to, reduced to practice, or conceived by Executive, whether solely or jointly with others, in connection with Executive’s employment with the Company (collectively, the “ Intellectual Property ”) shall be and remain the exclusive property of the Company, and, to the extent applicable, a “work made for hire,” and the Company shall own all rights, title and interests thereto, including, without limitation, all rights under copyright, patent, trademark, statutory, common law and/or otherwise. By Executive’s execution of this Agreement, Executive hereby irrevocably and unconditionally assigns to the Company all right, title and interest in any such Intellectual Property. Executive further agrees to take all such steps and all further action as the Company may reasonably request to effectuate the foregoing, including, without limitation, the execution and delivery of such documents and applications as the Company may reasonably request to secure the rights to Intellectual Property worldwide by patent, copyright or otherwise to the Company or its successors and assigns. Executive further agrees promptly and fully to disclose any Intellectual Property to the officers of the Company and to deliver to such officers all papers, drawings, models, data and other material (collectively, the “ Material ”) relating to any Intellectual Property made, reduced to practice, developed, created or contributed to by Executive and, upon termination, or expiration of his or her employment with the Company, to turn over to the Company all such Material. Any intellectual property which was developed by Executive prior to the date of this Agreement, or which is developed by Executive during or after the termination of this Agreement and is not in any way related to any of the Company’s or any of its affiliates’ intellectual property, shall be owned by Executive.

assistant: Intellectual Property
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 or course of dealing shall be established by (a) the failure or delay of Administrative Agent or any Lender to require strict performance by any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Administrative Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein. Any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

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: To the extent permitted by applicable law, in the event of any litigation between the parties hereto, to the extent that a trial by jury would be available as to any matters in such litigation, the parties hereby expressly waive the right to a trial by jury as to such matters, and hereby agree not to demand a jury trial as to any such matters in such litigation.

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 legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FACILITY DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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: necessary for the panel to decide this question, because the receiver voluntarily consented to the FBI agent’s seizure of the materials. The district court found that the receiver “did not ask for a subpoena; he only asked that [the FBI agent] provide him with an inventory of the documents taken,” and that the receiver said, prior to being served with a subpoena, that the FBI agent “was free to look around the building and to collect whatever files he needed.” R.R. at 26-27. Consent to a search may be voluntary even if the person giving the consent has already been served with a subpoena for the items to be seized, to say nothing of the case here, where the receiver consented when he had not yet been served with a subpoena. See United States v. Susskind, 965 F.2d 80, 87 (6th Cir.1992) (<HOLDING>), vacated, 975 F.2d 1206 (6th Cir. 1992), Options: A. holding where officer falsely represented he had a valid search warrant consent not voluntary B. holding that warrantless search of defendants vehicle was legal because defendants consent was voluntary even through he was in police custody at the time of giving consent C. holding that a detained defendants consent to search his car was voluntary even though the police did not tell him he was free to leave D. holding that the defendants consent to search was voluntary although he had been served with a subpoena E. holding that joinder in or consent to the removal petition must be accomplished by only those defendants 1 who have been served and 2 whom the removing defendants actually knew or should have known had been served

assistant: The best answer is D. holding that the defendants consent to search was voluntary although he had been served with a subpoena
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: the Supreme Court considered the issue of whether a first offender record of an adverse witness in a civil case was admissible to impeach the witness by showing the witness had been convicted of a felony or a crime involving moral turpitude. In Witcher, unlike Favors, the Supreme Court was not concerned with a “balancing of rights” but instead based its ruling on the express language of the statute and the obvious intent of the General Assembly. The court thus reasoned that since there was no “conviction” in a case given first offender treatment, the first offender record could not be used to impeach an adverse witness by showing that the witness has been convicted of a crime involving moral turpitude. Compare Hightower v. General Motors Corp., 255 Ga. 349, 351 (338 SE2d 426) (1986) (<HOLDING>). By examining the Supreme Court’s decisions in Options: A. holding that admission of hearsay testimony was harmless where the jury heard admissible testimony from three other sources to the same effect B. holding alford plea admissible in burglary prosecution C. holding first offender plea admissible to disprove or contradict testimony of the plaintiff D. holding that evidence of subsequent remedial conduct to disprove a plaintiffs comparative fault is inadmissible E. holding future dangerousness expert testimony to be admissible

assistant: The best answer is C. holding first offender plea admissible to disprove or contradict testimony of the plaintiff
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: If, as a result of the Consultant's inability to perform substantially all of his duties hereunder by reason of a physical or mental disability or infirmity (i) for a continuous period of fifteen (15) calendar days or (ii) at such earlier time as Consultant submits satisfactory medical evidence that he has a physical or mental disability or infirmity which will likely prevent him from returning to the performance of his work duties for fifteen (15) calendar days or longer (a "Disability"), the Company may terminate this Agreement. The date of such Disability shall be the last day of such fifteen (15) calendar days period, or the day on which Consultant submits such satisfactory medical evidence, as the case may be.

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 legal provision and list the applicable contract clause categories. Provision: If any one or more of the covenants, agreements, provisions or terms of this 2016-B Servicing Supplement or the 2016-B Servicing Agreement is held invalid, illegal or unenforceable, then such covenants, agreements, provisions or terms will be deemed severable from the remaining covenants, agreements, provisions and terms of this 2016-B Servicing Supplement or the 2016-B Servicing Agreement, as applicable, and will in no way affect the validity, legality or enforceability of the other covenants, agreements, provisions and terms of this 2016-B Servicing Supplement or the 2016-B Servicing Agreement.

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 legal provision and list the applicable contract clause categories. Provision: That, except as expressly provided in opinion paragraphs (1) and (2) below with respect to the Nevada Guarantors, each of the parties to the Loan Documents: (i) is duly organized, validly existing and in good standing or its status is active, as applicable, in its state of incorporation, formation or organization, as applicable, and is duly qualified to transact business in each jurisdiction in which it is required to so qualify, and (ii) has all the legal capacity, power and authority required for it to enter into and deliver the Loan Documents to which it is a party, and to pay or perform its respective obligations thereunder.

assistant: Organizations
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: on United States v. Schaffer, 110 F.3d 530, 532-34 (8th Cir.1997). We disagree. In Schaffer, we were asked to determine whether the district court ignored section 3553(e)’s directive to rely on the Guidelines in calculating reduced sentences, when the court used the 60-month mandatory minimum sentence as the starting point for its downward departure in sentencing the defendant for an 18 U.S.C. § 924(c)(1) conviction. The defendant in that case, who also had pleaded guilty to a drug offense, argued that the district court instead should have applied a two-level enhancement under U.S. Sentencing Guidelines Manual § 2Dl.l(b)(l) (1997) to his drug sentence, departed from that point, and treated the consecutive 60-month sentence as if it did not exist. See Schaffer, 110 F.3d at 531-534 (<HOLDING>). Here, however, there is no allegation that Options: A. holding that a sentence below a statutory minimum based on the filing of a substantial assistance motion did not eliminate the otherwise applicable mandatory minimum for purposes of sentence modification under 3582c2 B. holding 60month mandatory minimum sentence was proper departure point following grant of 3553e motion C. holding that a motion under 5k11 permitted a downward departure from the guideline range but that the departure could not extend below the statutory minimum sentence absent an additional motion by the government under 3553e D. holding where the statutory minimum sentence exceeds the guidelines sentence a substantialassistance downward departure begins at the mandatory minimum sentence E. holding that after granting the governments motion for downward departure pursuant to both 3553e and 5k11 the district court did not err when it determined that the starting point for departing downward was the higher statutorily required minimum sentence and not the lower otherwise applicable guideline range

assistant: The best answer is B. holding 60month mandatory minimum sentence was proper departure point following grant of 3553e motion
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: which was sovereign immunity. While it is true that where the basis of a dismissal is unclear, the jurisdictional ground controls and thus the dismissal does not preclude a future action, see Remus Joint Venture and Envl. Disposal Sys., Inc. v. McAnally, 116 F.3d 180, 184 n. 5 (6th Cir.1997); Restatement (First) of Judgments § 49 cmt. C (1949), it is not clear that a dismissal based on sovereign immunity is sufficiently jurisdictional for the purposes of claim preclusion. Compare Touvell v. Ohio Dept. of Mental Retardation & Developmental Disabilities, 422 F.3d 392, 395 (6th Cir.2005) (“The Eleventh Amendment provides a type of sovereign immunity, and deprives the federal courts of jurisdiction”), with Nair v. Oakland Cnty. Cmty. Mental Health Auth., 443 F.3d 469, 474 (6th Cir. \2006) (<HOLDING>). Undoubtedly, this is a point of heavy Options: A. holding that congress had no power under article i to abrogate state sovereign immunity B. holding that the exercise of judicial power under article iii of the united states constitution requires an actual case or controversy C. holding that dismissal pursuant to a plea to the jurisdiction based on sovereign immunity is with prejudice D. holding that the sovereign immunity defense may be raised for the first time on appeal E. recognizing that a defense based on sovereign immunity is not coextensive with the limitations on judicial power in article iii

assistant: The best answer is E. recognizing that a defense based on sovereign immunity is not coextensive with the limitations on judicial power in article iii
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: issue. The legislature, identifying a state interest in preventing domestic abuse and in protecting family and household members against physical harm, has instituted an expedited judicial process to promote that interest. We have concluded that there is a rational basis in treating domestic abuse situations differently from harassment cases. On the other hand, we have recognized that while HRS § 586-5.5 impinges upon a defendant’s fundamental freedom of movement, that freedom is not unduly infringed or curtailed. Accordingly, HRS § 586-5.5 does not constitute a significant deprivation of a defendant’s freedom of movement, requiring that he or she be afforded the greater protection of a clear and convincing standard of proof. Cf. Addington, 441 U.S. 418, 99 S.Ct. 1804, 60 L.Ed.2d 323 (<HOLDING>); Thompson v. Yuen, 63 Haw. 186, 623 P.2d 881 Options: A. holding that civil commitment for any purpose constitutes significant deprivation of liberty that requires due process protection B. holding that for an initial civil commitment the state has the burden of proof C. holding that due process encompasses the right to counsel in a civil contempt proceeding D. holding that clear and convincing standard is required by due process in a civil proceeding brought under state law to commit an individual involuntarily for an indefinite period to a state mental hospital because civil commitment for any purpose constitutes a significant deprivation of liberty that requires due process protection E. holding that in a proceeding to terminate parental rights the preponderance of the evidence standard of proof violates the due process clause and that due process requires at least a clear and convincing evidence standard

assistant: The best answer is D. holding that clear and convincing standard is required by due process in a civil proceeding brought under state law to commit an individual involuntarily for an indefinite period to a state mental hospital because civil commitment for any purpose constitutes a significant deprivation of liberty that requires due process protection
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: Any notice, request, approval or consent required or permitted to be given under this Agreement shall be in writing and directed to a Party at its address shown below or such other address as such Party shall have last given by notice to the other Party. A notice will be deemed received: if delivered personally, on the date of delivery; if mailed, five (5) days after deposit in the United States mail; if sent via courier, one (1) business day after deposit with the courier service.

assistant: Notices
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: Any payments to be made or benefits to be provided by the Company or any affiliate thereof pursuant to this Article III or any other provision hereof which requires receipt of a release from Executive, shall be subject to the Company's receipt from Executive of an effective general release and agreement not to sue, in a written form satisfactory to the Company (the " Release "). Notwithstanding the due date of any payment hereunder requiring a Release, the Company shall not be obligated to make any such payment until after the expiration of any revocation period applicable to the Release.

assistant: Releases
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $ of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“ DVP ”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

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 illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

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: posed by Walker’s use of a firearm in connection with two crimes of violence and one drug trafficking crime more than he might have been punished for “actual” violent crime. Walker also argues that Section 924(c)(1) is irrational because it fails to differentiate between a first time offender who commits more than one Section 924(c)(1) offense and a recidivist. Consequently, he contends that he is being punished as a recidivist even though he has not “failed to learn his lessons from the initial punishment” and committed a repeat offense. The Supreme Court has rejected the contention that the second or consecutive sentencing provision of Section 924(c)(l)(C)(i) could only rationally apply to “recidivists.” See Deal v. United States, 508 U.S. 129, 113 S.Ct. 1993, 124 L.Ed.2d 44 (1993) (<HOLDING>). In rejecting the contention that application Options: A. holding that when two underlying offenses are charged in an indictment for capital murder the state need only prove one of the two offenses to support the conviction B. holding that when defendants plead not guilty the government is required to prove all elements of charged offenses including intent C. holding that in the conviction and sentencing for criminal offenses committed in the course of one criminal episode it is the intent of the legislature that there be a separate conviction and sentence for each criminal offense unless one of the offenses is a degree of the other a necessarily included lesser offense subsumed in the other or both offenses are identical D. holding that a defendants statements regarding offenses for which he had not been charged were admissible notwithstanding the attachment of his sixth amendment right to counsel on other charged offenses E. holding that congress intended that the mandatory terms of 20 years each for second and subsequent offenses required by section 924c1c be imposed even if all of the offenses were charged in the same indictment

assistant: The best answer is E. holding that congress intended that the mandatory terms of 20 years each for second and subsequent offenses required by section 924c1c be imposed even if all of the offenses were charged in the same indictment
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 Recipient Party may disclose Confidential Information to the extent required: (a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or (c) by applicable laws or regulations, provided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance.

assistant: Yes
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: Mr. Schultz’s or the Bank’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Mr. Schultz or the Bank may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

assistant: No 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: This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “ Electronic Delivery ”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto, each other party hereto shall re‑execute original forms hereof and deliver them in person to all other parties. No party hereto shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

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 legal provision and list the applicable contract clause categories. Provision: To the fullest extent permitted by law, the Company shall indemnify, defend and save harmless each Member and each of their respective Related Parties, agents, officers, partners, members, employees, representatives, directors and shareholders from any loss, cost, damage, fee (including without limitation, legal and expert witness fees and costs) or expense incurred by reason of (i) such party’s status as a Member or the Related Party thereof or such party’s status as agent, officer, partner, member, employee, representative, director or shareholder of such Member, (ii) any act performed in good faith within the scope of the authority conferred by this Agreement, (iii) any failure or refusal to perform any acts except those required by the terms of this Agreement; provided (i), (ii) and (iii) are determined to be in the best interests of the Company and provided that no indemnification shall be given with respect to acts or omissions that constitute fraud, gross negligence or willful misconduct.

assistant: Indemnifications
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 amendment of the Plan is effective as of December 7, 2016, subject to the approval of the amendment by an affirmative vote, at the next meeting of the stockholders of the Company, or any adjournment thereof, of the holders of a majority of the outstanding shares of the common stock and Class B stock, voting together as a class, of the Company, present in person or by proxy and entitled to vote at such meeting. Prior to such affirmative vote, the Plan shall operate pursuant to the terms in effect prior to such amendment.

assistant: Effective Dates
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: Cite as: 577 U. S. ____ (2016) 1 Per Curiam NOTICE: This opinion is subject to formal revision before publication in the preliminary print of the United States Reports. Readers are requested to notify the Reporter of Decisions, Supreme Court of the United States, Wash- ington, D. C. 20543, of any typographical or other formal errors, in order that corrections may be made before the preliminary print goes to press. SUPREME COURT OF THE UNITED STATES _________________ No. 14–1516 _________________ STEPHEN DUNCAN, WARDEN, PETITIONER v. LAWRENCE OWENS ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE SEVENTH CIRCUIT [January 20, 2016] PER CURIAM. The writ of certiorari is dismissed as improvidently granted. It is so ordered.

assistant: 9
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: constantly, virtually daily, once it had been discovered by market participants that the settlement prices had been manipulated and were incorrect. c.In addition, the defendants knew about the price manipulation because it is impossible for an underlying market to move in one direction and have both puts and calls move in that same direction, as they were doing during the relevant time period. This placed defendants on notice of the price manipulation daily. (Compl.1ffl 61, 76.) These allegations adequately present a showing of knowledge by the Defendants. b. Ulterior Motive First, Plaintiffs argue that a willful disregard of information concerning manipulation is adequate to show bad faith. This Court has repeatedly rejected this argument. E.g., Western Capital, 180 F.Supp.2d at 442 (<HOLDING>); Vitanza v. Board of Trade of New York, No. 00 Options: A. holding that although courts have inherent power to dismiss bad faith litigant 707a does not provide basis for dismissal on grounds of bad faith filing B. holding that a bad faith claim is a tort C. holding that the defendant did not establish good faith as a matter of law D. holding title company liable for bad faith E. holding that alleging an exchanges gross indifference to enforcing its floor rules governing outside trading did not sufficiently establish bad faith

assistant: The best answer is E. holding that alleging an exchanges gross indifference to enforcing its floor rules governing outside trading did not sufficiently establish bad faith
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: EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY HERETO, OR ANY RELATED PARTY OF THE FOREGOING, IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

assistant: Submission To Jurisdiction
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: Each Loan Party shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

assistant: Use Of Proceeds
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 counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by fax, email pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: stated that “[a]ll parties agree that Rule 10301(a) does not require the Defendanh-Investors to be direct customers of BMA. Instead, they fit within the confines of the Rule — and therefore may require BMA to arbitrate — even if they are only customers of BMA’s ‘associated person’ and not BMA.” See id. at 820 (emphasis in the original) (citing John Hancock Life Ins. Co. v. W pp.2d 1108, 1116 (D.Minn.2002) (“Federal case law plainly states that when the investor deals with an agent or representative [of a member], the investor deals with the member, and on that basis the investor is entitled to have resolved in arbitration any dispute that arises out of that relationship”) (internal citations omitted); Hornor, Townsend & Kent, Inc. v. Hamilton, 218 F.Supp.2d 1369, 1376-77 (N.D.Ga.2002) (<HOLDING>); see also Fin. Network Inv. Corp. v. Becker, Options: A. holding that a nasd member is required to arbitrate claims brought by the customer of an associated person B. holding that plaintiffs who are customers of a registered representative of a nasd member firm are customers of the nasd member firm for purposes of compelling arbitration C. holding that investors who were customers of an associated person were not customers of a nasd member without evidence of a firsthand customer relationship D. holding unconscionable an arbitration agreement requiring employees to arbitrate claims against the employer but not requiring the employer to arbitrate claims against the employees E. holding that employees could be required under mandatory securities registration form to arbitrate claims brought under adea

assistant: The best answer is A. holding that a nasd member is required to arbitrate claims brought by the customer of an associated person
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: adult entertainment licenses based upon a provision in the Ordinance that they have not challenged — the prohibition on private booths and rooms. A favorable decision cannot redress Appellants’ alleged injury because the Ordinance required the City to reject Appellants’ license applications and Appellants have not challenged the provision of the Ordinance that mandated that rejection. See, e.g., Maverick Media Grp., Inc. v. Hillsborough Cnty., 528 F.3d 817, 821 (11th Cir.2008) (per curiam) (explaining because “the County could have denied [plaintiffs sign permit] applications under an alternative, unchallenged provision of its sign ordinance,” plaintiffs alleged injury was not redressable by a favorable decision); KH Outdoor, L.L.C. v. Clay Cnty., 482 F.3d 1299, 1303-04 (11th Cir.2007) (<HOLDING>). Moreover, on December 20, 2010, the parties Options: A. holding that postconviction relief claims which either were raised or could have been raised on direct appeal were properly denied without an evidentiary hearing B. holding that a plaintiff did not have a redressable injury where its sign permit applications were denied on the basis of one provision in a countys sign ordinance but could have been denied on the basis of some alternate but unchallenged regulation C. holding that it would be inequitable to allow a town to deny a permit based on a new ordinance after the property owner was denied a permit three times and brought suit to determine the validity of the prior ordinance D. holding that the basis of liability is negligence and not injury E. holding certain plaintiffs did not have standing to attack ordinance governing sexually oriented businesses where the record did not reveal that any one of these plaintiffs was subject to the ordinance even though the city attorney conceded at oral argument before the supreme court that one or two of them had had their licenses denied under the ordinance

assistant: The best answer is B. holding that a plaintiff did not have a redressable injury where its sign permit applications were denied on the basis of one provision in a countys sign ordinance but could have been denied on the basis of some alternate but unchallenged regulation
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 376 U.S. 773 84 S.Ct. 1032 12 L.Ed.2d 77 Jesse James ARNOLD and George Dixon, Petitioners,v.NORTH CAROLINA. No. 572. Argued March 26, 1964. Decided April 6, 1964. J. Harvey Turner and Fred W. Harrison, Kinston, N.C., for petitioners. Ralph Moody, Raleigh, N.C., for respondent. PER CURIAM. 1 The petitioners, Arnold and Dixon, were found guilty of m rder by a jury and their convictions were affirmed, the Supreme Court of North Carolina concluding that they had not made out a case of systematic exclusion of Negroes from the grand jury which returned the indictment. 258 N.C. 563, 129 S.E.2d 229. In support of their motion to quash the indictment because of consistent exclusion of Negroes from grand jury service, petitioners, both Negroes, offered testimony of the county tax supervisor showing that the tax records of the county, on which Negro and white persons are listed separately and from which the names of jurors are derived, revealed 12,250 white persons and 4,819 Negroes in the county, with 5,583 white men and 2,499 Negro men listed for poll tax. In addition, the clerk of the trial court testified that while there have been as many as four or five Negroes upon the regular jury panel from which grand jurors have been chosen, in his 24 years as clerk he could remember only one Negro serving on a ground jury, another having been selected but excused. This evidence was uncontradicted, the State cross-examining the witnesses but offering no evidence. 2 The judgment below must be reversed. The 'testimony in itself made out a prima facie case of the denial of the equal protection which the Constitution guarantees.' Norris v. Alabama, 294 U.S. 587, 591, 55 S.Ct. 579, 581, 79 L.Ed. 1074. The situation here is quite like that in Eubanks v. Louisiana, 356 U.S. 584, 586, 78 S.Ct. 970, 973, 2 L.Ed.2d 991, where systematic exclusion of Negroes from grand jury duty was found. In that case: 3 'Although Negroes comprise about one-third of the population of the parish, the uncontradicted testimony of various witnesses established that only one Negro had been picked for grand jury duty within memory. * * * From 1936, when the Commission first began to include Negroes in the pool of potential jurors, until 1954, when petitioner was indicted, 36 grand juries were selected in the parish. Six or more Negroes were included in each list submitted to the local judges. Yet out of the 432 jurors selected only the single Negro waschosen.' 4 See also Hernandez v. Texas, 347 U.S. 475, 74 S.Ct. 667, 98 L.Ed. 866. 5 Reversed.

assistant: 2
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 Executive Change of Control Agreement (together, the “Severance Agreements”) contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon termination of his employment, and the Severance Agreements and the Proprietary Information and Inventions Agreement collectively represent the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

assistant: Integration
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: in the state courts of Arizona. The Supreme Court reversed the Arizona court judgment in favor of the trader, holding that no jurisdiction existed therefor. That holding appears based on two grounds: one, that Arizona had not accepted and assumed Public Law 280 jurisdiction; and two, that to allow “the exercise of state jurisdiction here would undermine the authority of the tribal courts over Reservation affairs and hence would infringe on the right of the Indians to govern themselves.” Id., 358 U.S. at 223, 79 S.Ct. at 272. Most of the succeeding litigation has been attempts to apply that test rather than focusing on the exceptions to Public Law 280 jurisdiction. See Washington v. Confederated Tribes of Colville Indian Reservation, 447 U.S. 134, 100 S.Ct. 2069, 65 L.Ed.2d 10 (1980) (<HOLDING>); White Mountain Apache Tribe v. Bracker, supra Options: A. holding that states have authority to tax sales of cigarettes to nonmembers of the tribe B. holding that an express pass through statement is not necessary before an indian tribe may be required to collect cigarette taxes C. holding that the essential purpose of use tax is the recoupment of lost sales tax revenue D. holding property lien for nonpayment of sales tax was beyond boroughs authority to collect sales tax E. holding that both the state and the tribe can tax cigarette sales to nonindians

assistant: The best answer is E. holding that both the state and the tribe can tax cigarette sales to nonindians
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 enforceable to the fullest extent allowed by law. In the event that a court holds any provision of this Agreement to be invalid or unenforceable, the Parties agrees that, if allowed by law, that provision shall be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: Receipt by the Administrative Agent of a written representation from each Borrower that (i) all governmental, shareholder and third party consents and approvals necessary or, in the reasonable opinion of the Administrative Agent, advisable in connection with the transactions contemplated hereby have been received and are in full force and effect and (ii) no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated hereby, and receipt by the Administrative Agent of copies of any required orders of the Virginia State Corporation Commission, the Public Service Commission of South Carolina or any other state utilities commission approving the relevant Borrower’s execution, delivery and performance of this Credit Agreement and the borrowings hereunder.

assistant: Consents