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: The Guarantor shall indemnify Agent, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Guaranty, the Loan Agreement or the Other Documents, whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 19 by any Person under any Environmental Laws or similar laws by reason of any Borrower, any Affiliate or Subsidiary of any Borrowers, Guarantor’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances, and arising out of or in any way relating to or as a consequence, direct or indirect, of any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or Guarantor.

assistant: Indemnity
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: There is no action, claim, hearing, charge, complaint, demand, challenge, suit, proceeding or investigation (“ Action ”) pending or, to the knowledge of the Company, threatened against, nor any outstanding Order against, the Company or any of its Subsidiaries before or by any Governmental Authority, other than any such Action or Order that (i) does not involve an amount in controversy in excess of $100,000 (net of reasonably expected insurance proceeds recoverable in respect of ordinary course claims arising out of the operation of the Properties of the Company and its Subsidiaries) and (ii) does not seek or impose material injunctive or other material non-monetary relief. Neither the Company nor any of its Subsidiaries is in default with respect to any material Order. There is no material unresolved violation or exception by any Governmental Authority with respect to any SEC Report or relating to any examinations or instructions of the Company or any of its Subsidiaries and since January 1, 2014, there have been no material unresolved inquiries by, or disputes with, any Governmental Authority with respect to the business, operations, policies or procedures of the Company or any of its Subsidiaries. There are no pending Actions of the type described on Schedule 5.12(a) (“ Scheduled Actions ”) and there have been no Orders or settlements of the type described on Schedule 5.12(a) (“ Scheduled Orders or Settlements ”).

assistant: Litigations
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: TRB is a limited liability company duly organized, validly existing and in good standing under the laws of the state of New York. TRB REIT is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. Seller has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly authorized, executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer, the Company and Indemnitor) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

assistant: Enforceability
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: 2d DCA 2006) (<HOLDING>). Affirmed as to appellants, Jose Corkidi, Max Options: A. holding that written jury waivers alone cannot validly waive a defendants right to a jury trial B. holding that party did not waive right to trial by jury by requesting directed verdict C. recognizing the right to waive a jury trial D. holding that decisions on whether to plead guilty or waive the right to a jury trial reside solely with the defendant E. holding that even where defendant is served received copies of pleadings and chose not to participate in a jury trial an affirmative action more than silence or inaction is necessary to waive the right to a jury trial

assistant: The best answer is E. holding that even where defendant is served received copies of pleadings and chose not to participate in a jury trial an affirmative action more than silence or inaction is necessary to waive the right to a jury trial
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 execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not: (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Holder is a party or by which the Holder’s properties or assets are bound; or (ii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Holder or by which any property or asset of the Holder are bound or affected, except, in each case, for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, materially and adversely affect the Holder’s ability to perform its obligations under this Agreement.

assistant: No Conflicts
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: Schwan’s three unsuccessful applications before the PTO demonstrate that BRICK Oven is generic or, at most, descriptive without secondary meaning. As noted above, both of the PTO’s final rejections of Schwan’s applications stated, The overwhelming evidence shows that BRICK Oven is a generic term when used in connection with pizza, including frozen pizza. For these reasons the [agency’s provisional decision] is maintained and made FINAL. (PTO Office Action dated Apr. 29, 2005; PTO Office Action dated May 18, 2005) (emphasis in original). Schwan’s objects to the introduction of this evidence, claiming that — despite the PTO’s use of the word “final” — their rejections are not, in fact, final decisions. See Everest Capital Ltd. v. Everest Funds Mgmt., LLC, 393 F.3d 755, 764 (8th Cir.2005) (<HOLDING>) (citing Johnson v. Yellow Freight Sys., Inc., Options: A. holding that a district court did not abuse its discretion in excluding the testimony of a witness that was not highly probative B. holding trial court acted within its discretion in excluding expert testimony C. holding that district court acted within its discretion in excluding from the jury evidence of ptos tentative opinion as unfairly prejudicial under fedrevid 403 D. holding that the district court did not abuse its discretion in excluding hearsay evidence and evidence that violated the best evidence rule in deciding a summary judgment motion E. holding that the district court acted within its discretion when it denied plaintiffs request for counsel

assistant: The best answer is C. holding that district court acted within its discretion in excluding from the jury evidence of ptos tentative opinion as unfairly prejudicial under fedrevid 403
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: (a decision in which the mother’s degree of consent, acquiescence, or mere acceptance cannot be determined from the record) is also a not infrequent occurrence among students, nor one which mandates a finding of emancipation. The only other point the father raises in support of a finding of emancipation is that the daughter claimed an exemption for herself on her own income tax return. This is irrelevant as to the emancipation issue in that every person filing a return is entitled to claim a personal exemption, and a child claiming a personal exemption on his own return does not preclude an otherwise qualified parent from claiming a dependency exemption for such a child. See 26 U.S.C. §§ 151 and 152 and the underlying cases. See also Calia v. Calia, 624 S.W.2d 870, 873 (Mo.App.1981) (<HOLDING>). After examining the evidence and the Options: A. recognizing that power to act in public welfare must be exercised in manner consistent with established standards B. holding that a courts power to allocate tax exemptions between parents must be exercised in accord with the internal revenue code C. holding language sufficient to override antialienation provisions of internal revenue code with respect to pension fund D. holding that the segregation of funds was not a prerequisite to the establishment of a statutory trust under the internal revenue code E. holding a county taxpayer has standing to bring a declaratory decree and injunctive action against public officials of the county when the action seeks to enjoin the grant of certain tax exemptions given to other taxpayers in the county on the ground that such exemptions violate specific limitations on the countys authority to grant tax exemptions imposed by the florida constitution

assistant: The best answer is B. holding that a courts power to allocate tax exemptions between parents must be exercised in accord with the internal revenue code
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 term of this Agreement shall be from the date hereof until December 31, 2017 unless terminated sooner in accordance with Section 5 or Section 6 hereof, provided, however, that the term shall be automatically extended for an additional year on January 1, 2018 and on January 1 of each year thereafter, unless either party hereto gives written notice of an intention not to extend this Agreement (a “Non-Renewal Notice”) on or before September 30 of the then current year, in which case no further automatic extension shall occur and the term of this Agreement shall end on December 31 of such year.

assistant: Terms
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: statutory violation is deeply ingrained. We are virtually the only jurisdiction that permits a private cause of action for violations of statutes requiring sidewalks to be in good repair.” Jenkins, 167 W.Va. at 600, 280 S.E.2d at 255 (footnote and citations omitted). We also based our decision on the fact that “the administrative remedy provides no direct relief for an injured-person, but only provides sanctions against the company or fines in favor of the State.” Jenkins, 167 W.Va. at 605, 280 S.E.2d at 257(footnote omitted). Finally, this Court noted that “the strong policy declaration in our statute against unfair insurance practices initially suggests the appropriateness of a private cause of action.” Id. See also Mutafis v. Erie Ins. Exchange, 174 W.Va. 660, 328 S.E.2d 675 (1985) (<HOLDING>) and Morton v. Amos-Lee Securities, Inc., 195 Options: A. recognizing that no private right of action exists for subsection a violations B. holding that a private right of action exists C. holding that a private cause of action exists for violations of wva code 33ll4la of the act D. holding that a private cause of action exists for violations of wva code 331143 and 5 of the unfair trade practices act E. holding that a cause of action exists under the connecticut unfair trade practices act for violations of the cuipa

assistant: The best answer is D. holding that a private cause of action exists for violations of wva code 331143 and 5 of the unfair trade practices act
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 Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

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: This Note shall be governed by, enforced under and interpreted in accordance with the laws of the state in which the Property is located, without regard to principles of conflicts of laws. The parties hereto irrevocably (a) agree that any suit, action or other legal proceeding arising out of or relating to this Note may be brought in a court of record in the state in which the Property is located or in the courts of the United States of America located in the state in which the Property is located, (b) consent to the non-exclusive jurisdiction of each such court in any suit, action or proceeding, and (c) waive any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

assistant: Applicable 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: Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Employee shall be addressed to him or her at the address stated in the Company’s employee records. By a notice given pursuant to this Section 11, either party may hereafter designate a different address for notices to be given to the party. Any notice that is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 11. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service or when delivered personally to the Secretary or Employee.

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: Borrower shall maintain and keep in force for each Contributed REO Property sufficient liability insurance, homeowner’s insurance, hazard insurance, flood insurance and title insurance, with all such insurance carried with companies and in amounts satisfactory to Agent, and deliver to Agent from time to time at Agent’s request schedules setting forth all insurance then in effect, together with a lender’s loss payable endorsement for all such insurance naming Agent as a lender loss payee and naming Agent and each Lender as an additional insured with respect to any liability insurance. Borrower shall deliver to Agent no later than two (2) Business Days after the Closing Date lender’s loss payable endorsements for all of Borrower’s applicable insurance naming Agent as a lender loss payee in a form reasonably satisfactory to Agent.

assistant: Insurances
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: E.g., Swenson v. Northern Crop Ins., Inc., 498 N.W.2d 174, 177 n. 2 (N.D.1993); Baranyk v. McDowell, 442 N.W.2d 423, 424 (N.D.1989); Fairmount Twp. Bd. of Supervisors v. Beardmore, 431 N.W.2d 292, 295 (N.D.1988). [¶ 19] An exception to the Reiling rule was created in the criminal context. Cummings, 386 N.W.2d at 472. Cummings determined that when considering ameliorating penal legislation, courts may infer the Legislature intended retroactivity be- cause a lesser punishment is the most appropriate penalty for the offense. Id,.; see also State v. Shafer-Imhoff, 2001 ND 146, ¶ 45, 632 N.W.2d 825 (stating amelioration of imprisonment may be retroactive “prior to the final conviction without infringing on the executive branch’s exclusive power to pardon”); cf. Davenport, 536 N.W.2d 686 (<HOLDING>). Because White’s case does not involve an Options: A. holding that the act is retroactive B. holding that retroactive application of amended guidelines provision is not plain error C. holding retroactive application D. holding that the act is not retroactive E. holding amended statute of limitation retroactive and criminal charges timely

assistant: The best answer is E. holding amended statute of limitation retroactive and criminal charges timely
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: Id. We agree with the reasoning in these cases. We thus hold that wills should be construed by the law as it existed when the testator died, thereby excluding adopted children as beneficiaries unless the will indicates an intent to include adopted children. In the instant case, the probate court determined that Jenkins did not intend to include his daughters’ adopted children as beneficiaries of his testamentary trust. In making its determination, the probate court considered the law as it existed in 1944, when Jenkins executed his will. At that time, Colorado law presumed that adopted children were not included as beneficiaries unless the testator expressly included the term “adopted children” in the will. See Brunton v. International Trust Co., 114 Colo. 298, 164 P.2d 472 (1945) (<HOLDING>). The law presumes that Jenkins knew the law in Options: A. holding an unborn child is a child for purposes of prosecuting chemical endangerment of a child B. holding that when a testator makes provision for a child or children of another person an adopted child of the other person is not included unless other language in the will makes it clear that the adopted child was intended to be included C. holding a fetus is not a child person or individual for purposes of criminal prosecution under the reckless injury to a child statute D. holding that the trial court had erred in imposing an obligation to pay child support when clear and convincing evidence established that the husband was not the father of the child E. holding an unborn child is not a child for purposes of criminal prosecution of mistreatment of a child

assistant: The best answer is B. holding that when a testator makes provision for a child or children of another person an adopted child of the other person is not included unless other language in the will makes it clear that the adopted child was intended to be included
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: findings or recommendations to which objection is made. A judge of the court may accept, reject, or modify, in whole or in part, the findings or recommendations made by the magistrate. “Absent objection, ... [a] district court ha[s] a right to assume that [the affected party] agree[s] to the magistrate’s recommendation.” Templeman v. Chris Craft Corp., 770 F.2d 245, 247 (1st Cir.1985), cert. denied, 474 U.S. 1021, 106 S.Ct. 571, 88 L.Ed.2d 556 (1985). Additionally, “failure to raise objections to the Report and Recommendation waives that party’s right to review in the district court and those claims not preserved by such objections are precluded upon appeal.” Davet v. Maccarone, 973 F.2d 22, 30-31 (1st Cir.1992); see Henley Drilling Co. v. McGee, 36 F.3d 143, 150-51 (1st Cir.1994) (<HOLDING>); see also Lewry v. Town of Standish, 984 F.2d Options: A. holding that objections are required when challenging findings actually set out in a magistrates recommendation as well as the magistrates failure to make additional findings B. holding that errors of law in a magistrates findings and recommendations pursuant to section 636b1b can be challenged on appeal even in the absence of the filing of objections in the district court C. holding an argument waived on appeal for failure to raise the issue in objection to the magistrates recommendation D. holding that objections are required to challenge magistrate judges findings as well as magistrates failure to make additional findings E. holding that failure to object timely to a magistrates report operates as a waiver of any further judicial review of the magistrates decision

assistant: The best answer is A. holding that objections are required when challenging findings actually set out in a magistrates recommendation as well as the magistrates failure to make additional findings
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 defend , indemnify and hold harmless oculus and our affiliates , independent contractors and service providers , and each of our respective directors , officers , employees and agents ( collectively , `` oculus parties '' ) from and against all third-party claims , damages , costs , liabilities and expenses ( including , but not limited to , reasonable legal fees ) caused by , arising out of or related to ( a ) your purchase or use of , or inability to use , the services ; ( b ) your violation of these terms or any other applicable terms , policies , warnings or instructions provided by oculus or a third party in relation to the services ; ( c ) your violation of any applicable law or any rights of any third party ; or ( d ) any user content or feedback that you provide .

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: The Borrower represents and warrants to the Lenders that after giving effect to this Amendment (a) all of the representations and warranties of the Borrower contained in the Loan Documents (other than the representation set forth in Section 4.4 of the Credit Agreement) are true and correct in all material respects on and as of the date hereof, and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default.

assistant: Representations
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: correctly their prior understanding.”); Hopkins v. The Equitable Life Assurance Society of the United States, 107 R.I. 679, 685, 270 A.2d 915, 918 (1970) (“To warrant reformation it must appear that by reason of mistake, common to both parties, their agreement fails in some material respect correctly to reflect their prior completed understanding.”). The Family Court, which did not find mutual mistake in this case, is subject to that same limitation. Absent the consent of the parties or one of the recognized bases for reformation, the Family Court does not have the authority to reform or modify a contractual property settlement agreement that is incorporated by reference in (but not merged into) the final divorce judgment. See Riffenburg v. Riffenburg, 585 A.2d 627, 680 (R.I.1991) (<HOLDING>). We have found the Property Settlement Options: A. recognizing court has authority to modify agreement to cure any unreasonable provision as to duration or scope B. holding that trial court is without authority to modify a settlement agreement but may enforce and interpret it C. holding that former husband was not entitled to evidentiary hearing on petition to modify alimony where he failed to demonstrate substantial change in circumstances since entry of a prior order denying modification of alimony from which he did not appeal D. holding that the judiciary is without authority to modify alimony in a nonmerged separation agreement E. recognizing that in cases involving separation agreements unlike commercial contracts the state itself has an interest in the terms and enforceability of the agreement because if either spouse is left in necessitous circumstances by a separation agreement that spouse might become a public charge

assistant: The best answer is D. holding that the judiciary is without authority to modify alimony in a nonmerged separation agreement
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 Credit Party shall indemnify Agent, each Lender, GSO, each GSO Entity and each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent, GSO, each GSO Entity or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents (but excluding, for the avoidance of doubt, to the extent arising from or specifically related to any equity investment by GSO or any other GSO Entity in HT or its Affiliates), whether or not Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) asserted against or incurred by any of the indemnitees described above in this Section 14.5 by any Person under any Environmental Laws or similar laws by reason of any Credit Party’s or any other Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Substances and Hazardous Waste, or other Toxic Substances, and arising out of or in any way relating to or as a consequence, direct or indirect, of any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor.

assistant: Indemnity
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: be improper and (2) prejudicially affect the defendant’s substantial rights. United States v. Eckhardt, 466 F.3d 938, 947 (11th Cir.2006). “A defendant’s substantial rights are prejudicially affected when a reasonable probability arises that, but for the remarks, the outcome of the trial would have been different.” Id. (citation omitted). In recognizing the government’s burden of proving guilt beyond a reasonable doubt, we have recognized that a prosecutor’s comment may be so prejudicial as to shift the burden of proof. United States v. Simon, 964 F.2d 1082, 1086 (11th Cir. 1992). However, the prejudice from a prosecutor’s comments that may result in burden-shifting can be cured by a court’s instructions regarding the burden of proof. Id. at 1087; see also Hernandez, 145 F.3d at 1439 (<HOLDING>). Here, the prosecutor’s statements did not Options: A. holding that the burden is on the plaintiff B. holding that the prosecutors comment regarding the defendants failure to call a potential witness did not shift the burden of proof because it did not implicate the defendants fifth amendment right not to testify C. holding that any potential prejudice regarding burdenshifting is diminished by the prosecutors statement that the burden of proof is the governments and the courts explicit instructions regarding the burden of proof in the jury charge D. holding that the burden of proof is on the claimant E. recognizing that the burden of proof is an essential element of the claim itself and that one who asserts a claim has the burden of proof that normally comes with it

assistant: The best answer is C. holding that any potential prejudice regarding burdenshifting is diminished by the prosecutors statement that the burden of proof is the governments and the courts explicit instructions regarding the burden of proof in the jury charge
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 Parent Guarantor hereby agrees to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and each other Financing Party in connection with the enforcement of this Parent Guaranty and the protection of the Financing Parties’ rights hereunder and any amendment, waiver or consent relating hereto (including, in each case, without limitation, the reasonable fees and disbursements of counsel (Including in-house counsel) employed by the Administrative agent and each other Financing Party).

assistant: Expenses
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 either Party determines in its reasonable discretion that any further instruments, assurances or other things are necessary or desirable to carry out the terms of this Agreement, the other Party will execute and deliver all such instruments and assurances and do all things reasonably necessary or desirable to carry out the terms of this Agreement.

assistant: Further Assurances
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: Debtor shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as Secured Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

assistant: Further Assurances
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 Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

assistant: Insurances
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: award is vacated, modified, or corrected as prescribed in sections 10 and 11 of this title.” 9 U.S.C. § 9 (1970) (emphasis added). See, e.g., Cullen v. Paine, Webber, Jackson & Curtis, Inc., 863 F.2d 851, 854 (11th Cir.) (noting that “[a] confirmation proceeding under 9 U.S.C. § 9 is intended to be summary: confirmation can only be denied if an award has been corrected, vacated, or modified in accordance with the Federal Arbitration Act”) (quoting Taylor v. Nelson, 788 F.2d 220, 225 (4th Cir.1986)), cert. denied, — U.S. -, 109 S.Ct. 3159, 104 L.Ed.2d 1022 (1989). The Act, like the Georgia proceeding at issue in Weems, enumerates only a few, strictly limited defenses to the confirmation of an award. Saxis Steamship Co. v. Multifacs Int’l Traders, Inc., 375 F.2d 577, 581-82 (2d Cir.1967) (<HOLDING>). The Act’s enunciation of specific defenses to Options: A. holding that a transcript is necessary if the asserted grounds for vacatur of arbitration award are grounded in the conduct of the proceeding B. holding that because the federal arbitration act provides that requests for relief should be made by motion rather than by filing a complaint the rules of notice pleading provided for in fedrcivp 8 do not apply to a proceeding to vacate an arbitration award C. holding that the courts review is limited to ascertaining whether there is clear error on the face of the record D. holding in the context of an arbitration award confirmation proceeding that the decision as to whether to allow additional discovery is an entirely practical one involving a balancing of the need for additional information with its effect on the arbitration process E. holding that the role of the courts is limited to ascertaining whether there exists one of the specific grounds for the vacation of an award as provided in 10 of the arbitration act and that the court should not review the arbitration proceeding for errors of law or fact

assistant: The best answer is E. holding that the role of the courts is limited to ascertaining whether there exists one of the specific grounds for the vacation of an award as provided in 10 of the arbitration act and that the court should not review the arbitration proceeding for errors of law or fact
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: if a skype premium subscription or day pass expires during a group video call , or it has exceeded the fair usage limit , or the owner of the skype premium subscription leaves the call ( and there is no other participant on the call who owns a skype premium subscription ) , then the call will convert from video to audio .

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: In addition to any amounts otherwise payable pursuant to this Transition Services Agreement, Buyer will be responsible for any and all sales, use, excise, services or similar taxes imposed on the provision of goods and services by Supplier or its Representatives to Buyer pursuant to this Transition Services Agreement (“ Sales Taxes ”) and will either (a) remit such Sales Taxes to Supplier (and Supplier will remit the amounts so received to the applicable taxing authority), (b) provide Supplier with a certificate or other proof, reasonably acceptable to Supplier, evidencing an exemption from liability for such Sales Taxes or (c) pay directly or reimburse or indemnify Supplier for such Sales Taxes. For the avoidance of doubt, all amounts under this Transition Services Agreement are expressed exclusive of Sales Taxes. The parties agree to cooperate with each other in determining the extent to which any Sales Tax is due and owing under the circumstances, and will provide and make available to each other any resale certificate, information regarding out of state use of materials, services or sales, and other exemption certificates or information reasonably requested by either party. The parties further agree to work together to structure the provision of the Services in a lawful manner to eliminate or minimize applicable Sales Taxes. For the avoidance of doubt, (i) there shall be no mark-up on any Sales Taxes or other Taxes payable by Buyer under this Transition Services Agreement, and (ii) Buyer shall have no responsibility for any income Taxes of any Supplier attributable or related to any Services.

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: subject to the terms and conditions of this agreement , 9gag , inc may offer to provide the services , as described more fully on the site , and which are selected by subscriber , solely for subscriber 's own use , and not for the use or benefit of any third party .

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: If at any time subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement. Upon such determination that any term hereof is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

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: See Camp, 553 F.3d at 507; Velichkov, 860 F.Supp.2d at 979. 18 .As the dissent in the court of appeals aptly noted, ’’[s]urely virtually every person who finds it necessary to hire a truck to haul a cargo also must tell the trucker where to get the cargo and where to haul it.” 413 S.W.3d at 157 (Campbell, J., dissenting); see also Schramm v. Foster, 341 F.Supp.2d 536, 550 (D.Md.2004) (instructing driver as to time and place of pick-up and delivery does not amount to an assumption of control or motor-carrier responsibility). 19 . As noted above, the trial court rendered a default judgment against Garcia for several million dollars for breaching these duties. 20 . See also Ellwood Tex. Forge Corp. v. Jones, 214 S.W.3d 693, 702-03 (Tex.App.-Houston [14th Dist.] 2007, pet. denied) (<HOLDING>). 21 . Garcia testified Gonzalez told him that Options: A. holding that a general contractors right to forbid the work from being performed in a dangerous manner and the fact that he would have stopped the work and required protective equipment had he seen the employee of the independent contractor not using such equipment merely showed the possibility of control not actual control B. holding that putative employers control over result but not manner in which work was performed is factor that weighs in favor of independent contractor status C. holding that duty to ensure that independent contractor performs its work in safe manner arises if the general contractor retains some control over the manner in which the independent contractor performs its work D. holding that the right to control the means by which the work is accomplished is clearly the most significant test of the employment relationship and observing that many of the other factors enumerated in the restatement second are merely evidentiary indicia of the right to control E. holding that if the putative employee has the discretion to adopt the means and methods he wishes to accomplish the required work he is an independent contractor

assistant: The best answer is A. holding that a general contractors right to forbid the work from being performed in a dangerous manner and the fact that he would have stopped the work and required protective equipment had he seen the employee of the independent contractor not using such equipment merely showed the possibility of control not actual control
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: claim is DISMISSED. SO ORDERED. 1 . Plaintiff Toyee, while declining to concur in the relief sought by this motion pursuant to Local Rule 7.1(a) (E.D.Mich. November 7, 1994), has not submitted a response to Reno’s motion to dismiss. 2 . In his brief in opposition to defendant’s motion for summary judgment, presently pending before this court, Toyee argues that "the arrogance and intentional political posturing that defendant attributed to plaintiff on the basis of this event [the T-shirt incident] clearly contributed to the alleged "unprofessional attitude” that admittedly was the primary factor in the decision to discharge [Toyee]. (emphasis in the original) 3 . Bivens v. Six Unknown Named Agents of the Federal Bureau of Narcotics, 403 U.S. 388, 91 S.Ct. 1999, 29 L.Ed.2d 619 (1971) Options: A. holding that a federal cause of action for damages arises upon a federal agents unconstitutional conduct B. holding that a single cause of action arises out of the same set of facts C. recognizing an action for damages against unknown federal agents for the violation of constitutional rights D. recognizing cause of action for damages against federal agents acting under their authority who allegedly violated plaintiffs fourth amendment rights E. holding plaintiff may sue federal agents for money damages for violation of his constitutional rights

assistant: The best answer is A. holding that a federal cause of action for damages arises upon a federal agents unconstitutional conduct
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 has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, equity and cash flows (i) as of and for the fiscal years ended December 31, 2015 and December 31, 2016, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2017 certified by the Company’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

assistant: Financial Statements