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 Term of this Agreement shall be for two (2) years, and shall commence on May 3, 2017 (the “Commencement Date”), and end on May 2, 2019 (the “Term”), unless terminated earlier as provided for herein. At the end of the Term of this Agreement, if you continue to be employed by the Company at the Company’s discretion without entering into a new written agreement, then you will become an at-will employee and will be paid at your then-current biweekly salary. Your principal place of employment will be at such offices as the Company may provide within the metropolitan Los Angeles, California area or such other place you and the Company mutually designate. You will travel as reasonably necessary for the performance of your duties and be reimbursed by Company for all of your travel-related expenses in accordance with the practices and policies of Company.

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 legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries have (i) good marketable fee simple title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property) and (iii) good title to (in the case of all other personal property), all of their respective material properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are held free and clear of Liens.

assistant: Liens
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 signed in counterparts, all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) 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: since' the Idaho court found the two provisions had the same meaning and lead to the same conclusion, there was no difference in the result. In this sense, it was a false conflict. Coeur d’Alene Mining is not helpful in resolving our case. In sum, although we recognize that this decision is not without countervailing considerations, we conclude the UCC pervasively occupies this field of law and that the district court properly concluded that the UCC’s three-year statute of limitations barred Bradley’s claim. II. The second issue is whether the UCC preempts Bradley’s common law claims. Although Minnesota courts have yet to address specifically whether UCC Article 3 bars common law claims, case law points in that direction. See Hapka v. Paquin Farms, 458 N.W.2d 683, 688 (Minn.1990) (<HOLDING>); Hedged Inv. Partners v. Norwest Bank Minn., Options: A. holding that article 4a of the ucc preempts common law claims where they are inconsistent or duplicative B. holding that subrogation rights are not security interests under ucc article 9 C. holding that the flsa preempts certain state law claims D. holding that article 2 of the ucc preempts common law claims E. holding that general maritime law preempts state law

assistant: The best answer is D. holding that article 2 of the ucc preempts common law claims
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: are accessible only to the seller and could not be discovered by the buyer. In Lingsch v. Savage, 29 Cal.Rptr. 201 (Cal.Ct.App. 1963), the rule was stated as follows when dealing with an “as is” sale: [W]here the seller knows of facts materially affecting the value or desirability of the property which are known or accessible only to [the seller] and also knows that such facts are not known to, or within the reach of the diligent attention and observation of the buyer, the seller is under a duty to disclose them to the buyer. Id. at 204. Other courts have followed this rule and recognized that an “as is” provision in a contract for the sale of realty does not preclude an action by the buyer for nondisclosure. See, e.g., Rayner v. Wise Realty Co., 504 So.2d 1361 (Fla.Dist.Ct.App. 1987) (<HOLDING>); Silva v. Stevens, 589 A.2d 852 (Vt. 1991) Options: A. holding that where buyer had opportunity to inspect goods and failed to inform seller in timely manner of defects buyer deemed to have accepted goods pursuant to 672606 B. holding that a real estate agent does not owe a buyer a duty independent of the agency relationship with the seller C. holding that termite damage does not fall within the meaning of property damage in the policy because the alleged misrepresentations did not cause the damage the termites did D. holding an arbitration clause contained in confirmations sent to buyer by seller was part of parties course of dealing and therefore part of the contract after buyer had repeated opportunities to object to the clause and had failed to do so E. holding as is clause does not bar a claim for nondisclosure against real estate agency that failed to inform buyer of damage to home from prior termite infestation

assistant: The best answer is E. holding as is clause does not bar a claim for nondisclosure against real estate agency that failed to inform buyer of damage to home from prior termite infestation
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: yahoo provides users with access to a rich collection of resources , including without limitation various communications tools , forums , shopping services , search services , personalized content and branded programming through its network of properties which may be accessed through any various medium or device now known or hereafter developed ( the `` yahoo services '' ) .

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 the event that your Service (as defined below) is terminated for any reason upon the occurrence of a Change in Control or within three (3) months thereafter (a “ Termination Event ”), all of the unvested Options will vest immediately prior to the effective date of such Termination Event and the Options shall become fully exercisable.

assistant: Change In 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in the event aaa declines or is unable to administer the arbitration , you and oculus agree to use an arbitration forum or arbitrator that you and oculus mutually agree upon .

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: At the expense of the Party controlling the course of conduct of the action or proceeding, the Parties shall cooperate fully with respect to any such action or proceeding, including to the extent permissible by law, providing each other with any information or assistance that either may reasonably request relating to the status of, or developments in, any such action or proceeding or any negotiation related thereto. The Party not controlling the course of conduct of the action or proceeding shall have the right to be kept fully informed and advise and comment with respect to decisions regarding the appropriate course of conduct for such action or proceeding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Unless previously terminated, (i) the Commitments and the Swingline Commitments shall automatically terminate on the Maturity Date and (ii) the LC Commitments shall automatically terminate on the earlier to occur of (x) the termination of the Commitments and (y) the last day of the LC Availability Period.

assistant: Terminations
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: fee award by twenty-five percent to account for these and, as indicated below, other deficiencies in the plaintiffs fee petition. b. Clerical and Other NonProfessional Services The defendants argue that the plaintiffs counsel inappropriately billed for clerical tasks, a type of acti may be reimbursable if they cannot be separated from legal activities. Cf. Lopez, 38 F.Supp.2d at 25 (explaining that charges for “filing” motions were not reimbursable because they were purely clerical, not de minimis). In this case, the defendants declined to reimburse the plaintiff for activities suc he plaintiffs’ counsel’s rate was reasonable because it was below the Laffey Matrix rate for attorneys of her experience); Nesbit v. District of Columbia, Civ. No. 01-2429, at 1 (D.D.C. Nov. 4, 2003) (Order) (<HOLDING>). Furthermore, this court has rejected the Options: A. holding that plaintiffs may provide evidence to supplement the laffey matrix including fees awarded to attorneys with similar qualifications in comparable cases B. holding that idea administrative proceedings which require expert testimony regarding whether a student has been denied a fape are sufficiently complex to warrant application of the laffey matrix C. holding that once a rate is filed with the appropriate agency except for review of the agencys orders the courts can assume no right to a different rate on that ground that in its opinion it is the only or the more reasonable rate D. holding that a billing rate in accordance with the laffey matrix was reasonable E. holding that the laffey matrix is the proper formula to determine the prevailing market rate for legal services rendered in connection with idea administrative proceedings

assistant: The best answer is D. holding that a billing rate in accordance with the laffey matrix was reasonable
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: Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to, enter into, or cause, suffer or permit to exist any material transaction, arrangement or contract with any of its other Affiliates (other than the Loan Parties and the Subsidiaries of the Loan Parties) which is not entered into in good faith, at arm’s length and/or on commercially reasonable terms; provided that this provision shall not prohibit (1) any transaction with a Person that would constitute a transaction with an Affiliate solely because a Loan Party or Subsidiary owns Capital Securities in or otherwise controls such person and (2) any transaction that has otherwise been approved, in good faith, by a majority of disinterested directors of the Borrower or relevant Subsidiary (or the applicable committee thereof).

assistant: Transactions With Affiliates
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: erroneous statutory citations in an indictment do not constitute grounds for reversing a conviction, as long as the defendant was on fair notice of the charges against him. See, e.g., United States v. Stein, 233 F.3d 6, 23-24 (1st Cir.2000); United States v. Van West, 455 F.2d 958, 959 (1st Cir.1972). We perceive no substantive difference between charging a defendant with a section 371 conspiracy to violate section 1203 and charging a defendant under the nascent conspiracy provision of section 1203, as amended. This congruence is solid proof that the appellants were in no way prejudiced in their ability to mount a defense by the government’s erroneous citation to the amended (and inapplicable) version of section 1203. See, e.g., United States v. Eirby, 262 F.3d 31, 38 (1st Cir.2001) (<HOLDING>); see also Fed.R.Crim.P. 7(c)(3). The short of Options: A. holding that a district courts refusal to strike jurors for cause should only be reversed if the defendant demonstrates actual prejudice B. holding that the violation of a rule of procedure prescribed by this court does not call for a reversal of a conviction unless the record discloses that noncompliance with rule resulted in prejudice or harm to the defendant C. holding that miscitation or omission of a statutory provision is not a basis for reversal unless the defendant demonstrates prejudice D. holding that prosecutorial error does not warrant reversal unless substantial prejudice results E. holding that omission was not plain error

assistant: The best answer is C. holding that miscitation or omission of a statutory provision is not a basis for reversal unless the defendant demonstrates prejudice
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 rulings of the Alaska Supreme Court regarding releases ..., and it remains its intention to release the above described Claims. Section 3. Release by [Old Harbor]. [The release language is virtually identical to Section 2 with Old Harbor replacing Akhiok]. 8 . 852 P.2d 1146, 1150-52 (Alaska 1993). 9 . Id. at 1152. 10 . See Witt v. Watkins, 579 P.2d 1065, 1067-68 (Alaska 1978). 11 . See id. 12 . See Diagnostic Imaging Ctr. Assocs. v. H & P, 815 P.2d 865, 867-68 (Alaska 1991). 13 . See National Soil Servs., Inc. v. Hurst, 630 P.2d 3, 7 (Alask d 438, 440 (1963) ("joint venturers like partners owe the duty of finest loyalty and such loyalty continues throughout the life of the venture and its dissolution"); accord Lavin v. Ehrlich, 80 Misc.2d 247, 363 N.Y.S.2d 50, 52 (N.Y.App.1974) (<HOLDING>). t 19 . See Karchmar, 236 Ill.Dec. 378, 707 Options: A. holding partner owes fiduciary duty in dealings effecting the winding up of the partnership and the proper preservation of partnership assets during that time B. holding that a retiring partner or the representative of a deceased partner is a creditor of the partnership in the amount of the retiring or deceased partners partnership interest C. holding only a party to the partnership agreement can breach it and be liable for a breach of fiduciary duty relating to partnership obligations D. holding that under the texas uniform partnership act the government was entitled to collect the tax liability indisputably a partnership debt from any one of the general partners E. holding that under texas law limited partner could not bring breach of fiduciary duty claims without the partnership because the partners claims would be indirect and duplicative of the partnerships claims

assistant: The best answer is A. holding partner owes fiduciary duty in dealings effecting the winding up of the partnership and the proper preservation of partnership assets during that time
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 (including the Exhibits and Schedules hereto) constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings with respect thereto.

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

user: In addition, upon the completion of the services provided by VENDOR to UNIVERSITY, VENDOR shall return or destroy, as UNIVERSITY may instruct, all Confidential Information in VENDOR’S possession or control, whether in printed, electronic or any other format, including all duplicates and copies thereof of any files, compilation, study, report, analysis, or data base containing, based on or derived from the Confidential Information.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: their principals, and the principals' household family members on the state’s internet website. SIFMA v. Garfield, 469 F.Supp.2d 25 (D.Conn.2007). 9 . As set forth in greater detail below, plaintiffs' First Amendment claims in counts two and three that relate to the triggering provisions are without merit. The triggers are nevertheless applicable to plaintiffs’ other First and Fourteenth Amendment claims, namely, that the CEP crowds them out of races, especially in one-party-dominant districts, and that the CEP is effectively a subsidy to major party candidates, not a substitute for private campaign contributions. Plaintiffs have standing to raise those First and Fourteenth Amendment claims. 10 . I understand plaintiffs’ First Amendment cha 17 S.Ct. 555, 136 L.Ed.2d 473 (1996) (<HOLDING>) (internal citations and quotations omitted). Options: A. holding federal district courts do not have jurisdiction over challenges to state court decisions in particular cases arising out of judicial proceedings even if those challenges allege that the state courts action was unconstitutional review of those decisions may be had only in this united states supreme court B. holding that a requirement that a religious practice be mandatory to warrant first amendment protection finds no support in the cases of the supreme court or of this court C. holding that 1915g does not violate a prisoners right to access the courts separation of powers due process or equal protection D. holding that the supreme courts decisions regarding access to judicial processes reflect both equal protection and due process concerns and that a precise rationale has not been composed for analyzing those cases because cases of this order cannot be resolved by resort to easy slogans or pigeonhole analysis E. holding that although not essential to the outcomes of two previous cases the court of appeals should have followed the texas supreme courts statements in those cases

assistant: The best answer is D. holding that the supreme courts decisions regarding access to judicial processes reflect both equal protection and due process concerns and that a precise rationale has not been composed for analyzing those cases because cases of this order cannot be resolved by resort to easy slogans or pigeonhole analysis
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 and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any Governmental Authority having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect.

assistant: Compliance With 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 case excerpt and choose the best holding from the options. Case excerpt: in Gonzalez v. Chertoff, 454 F.3d 813 (8th Cir.2006), that the reasoning of Alvarez-Portillo is overruled. In Gonzalez, we held an alien who failed to apply for adjustment of status before IIRIRA’s enactment, based on a pre-IIRIRA marriage, was subject to the new expedited removal proceedings under IIRIRA. See Gonzalez, 454 F.3d at 814-15, 816-18 & n. 4. After discussing Fernandez-Vargas at length, we determined "the Supreme Court in Femandez-Vargas found that the elimination of the opportunity to apply for adjustment of status under [IIRIRA] imposed no new burden on a completed act.” Id. at 818. We stated "[w]e find that decision determinative on the issue of retroactivity in the instant case.” Id. We then noted, "To the extent our decision in Alvarez-Portillo, 280 F.3d at 861 (<HOLDING>), suggests a different result, it is overruled Options: A. holding that the substantive defenses to removal eliminated by 8 usc 1231a5 may not be retroactively denied to aliens who illegally reentered prior to enactment B. holding that zadvydas applies to inadmissible aliens who have illegally entered the united states C. holding that sjection 241a5 bars aliens who have illegally reentered the united states after having previously been deported from applying for relief D. holding that a change of an element of an offense could not be applied retroactively to a crime committed prior to the statutes enactment E. holding that an iirira provision on reinstatement of orders of removal did not apply to aliens who reentered prior to the iiriras effective date

assistant: The best answer is A. holding that the substantive defenses to removal eliminated by 8 usc 1231a5 may not be retroactively denied to aliens who illegally reentered prior to enactment
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: questions of law and fact.” While making clear that ineffectiveness questions are “mixed,” this announcement in no way clarifies the appropriate standard of review. Indeed, other state courts have been struggling with this very question and reaching different results. See, e.g., Coleman v. State, 741 N.E.2d 697, 699-700 (Ind.2000) (supporting a deferential standard of review: “We will reverse a negative judgment after a non-jury trial only if ‘the evidence as a whole leads unerringly and unmistakably to a decision opposite that reached by the postconviction court.’ ”); State v. Gill, 967 S.W.2d 540, 542 (Tex.App.1998) (noting that court reviews Strickland standards “through the prism of an abuse of discretion standard”); but see State v. Rice, 261 Kan. 567, 932 P.2d 981, 1005 (1997) (<HOLDING>). When reviewing mixed questions of fact and Options: A. recognizing de novo standard of review B. holding that the appellate standard of review of ineffectiveness claim is de novo C. holding that under nebraska statute appellate review is de novo D. holding that review of the denial of a motion to compel arbitration is under the de novo standard E. recognizing abuse of discretion rather than de novo standard of review

assistant: The best answer is B. holding that the appellate standard of review of ineffectiveness claim is de novo
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 letter to a local newspaper or discussing politics with a co-worker, noting that these activities are “the kind of activity engaged in by citizens who do not work for the government.” Id. at 423-24, 126 S.Ct. 1951 (citations omitted). In assessing this key consideration, the Supreme Court emphasized that “[f|ormal job descriptions often bear little resemblance to the duties an employee actually is expected to perform, and the listing of a given task in an employee’s written job description is neither necessary nor sufficient to demonstrate that conducting the task is within the scope of the employee’s professional duties for First Amendment purposes.” Id. at 424-25, 126 S.Ct. 1951; see also Weintraub v. Bd. of Educ. of City Sch. Dist. of City of N.Y., 593 F.3d 196, 203 (2d Cir.2010) (<HOLDING>). Courts considering this question in the wake Options: A. holding that under the first amendment speech can be pursuant to a public employees official job duties even though it is not required by or included in the employees job description or in response to a request by the employer B. holding that a transfer of job duties can constitute an adverse employment action C. holding that a change in job duties was not an adverse employment action where the new job duties did not constitute qualitatively inferior work requiring any less skill or knowledge D. holding that garcetti barred claims involving speech not necessarily required by the plaintiffs job duties but nevertheless related to his job duties E. holding that when public employees make statements pursuant to their official duties the employees are not speaking as citizens for first amendment purposes and the constitution does not insulate their communications from employer discipline

assistant: The best answer is A. holding that under the first amendment speech can be pursuant to a public employees official job duties even though it is not required by or included in the employees job description or in response to a request by the employer
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 each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. Either party may execute this letter agreement by signing on the designated signature block below, and by transmitting such signature page via facsimile or e-mail (via PDF format) to the other party. Any signature made and transmitted by facsimile or e-mail (via PDF format) for the purpose of executing this letter agreement shall be deemed an original signature for purposes of this letter agreement, and shall be binding upon the party transmitting its or his signature by facsimile or e-mail (via PDF format).

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: The Executive’s employment shall be terminable by the Company, subject to applicable law and the Company’s short-term and long-term disability policies then in effect, if the Executive becomes physically or mentally disabled, whether totally or partially, such that he is prevented from performing his usual duties and services hereunder for a period of 180 consecutive days as determined by a medical doctor selected by the Company and reasonably acceptable to the Executive or his legal representative (“Disability”). If the Executive’s employment is terminated by the Company due to his Disability, the Company shall have no further obligation to the Executive hereunder, except for the payment to the Executive or his legal guardian or representative, as appropriate, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses (if any), subject to Section 2(d), and (iii) the payment or provision of any Other Benefits.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you also agree not to : circumvent , remove , alter , deactivate , degrade or thwart any of the content protections in the netflix service ; use any robot , spider , scraper or other automated means to access the netflix service ; decompile , reverse engineer or disassemble any software or other products or processes accessible through the netflix service ; insert any code or product or manipulate the content of the netflix service in any way ; or use any data mining , data gathering or extraction method .

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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Revolving Lender, the Issuing Bank that is the issuer thereof hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank under such Letter of Credit and not reimbursed by the Borrower on the date due as provided in paragraph (f) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02.

assistant: Participations
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: Coker’s attempt to conflate the two, “upward adjustments” (also known as “sentence enhancements”) and “upward departures” are two different things. The Guidelines Manual explains that “adjustments” are applied first to calculate a defendant’s guideline range, U.S.S.G. § 1B1.1(c), (e), while “departures” are given only at the end of the sentencing process and after all adjustments have been applied. Id. at § 1B1.1(i). An “upward departure” is “a sentence greater than a sentence that could be imposed under the applicable guidelines range,” id. at § 1B1. that a defendant who waives the right to challenge her sentence unless the court “departs upward” cannot challenge the district court’s calculation of sentence enhancements. United States v. Fogg, 409 F.3d 1022, 1025 (8th Cir.2005) (<HOLDING>); United States v. Flint, 156 Fed.Appx. 252 Options: A. holding that district courts error was not harmless because the court relied on an improper factor in imposing an upward departure B. holding appeal of enhancement under ussg 3allb waived because it was an adjustment rather than an upward departure C. holding that waiver of right to appeal sentence unless its was an upward departure barred appeal of sentence within guidelines range D. holding harmless any error in departing upward under ussg 4a13 where district court alternatively imposed reasonable sentence as an upward variance E. holding that the governments representations to the court that it was not seeking an upward departure suggested it had not breached the plea agreement

assistant: The best answer is B. holding appeal of enhancement under ussg 3allb waived because it was an adjustment rather than an upward departure
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: by riveting different types of metal and roofing material into the boot, together with a stainless steel bolt obtained from a hardware store. Adair specifically characterized this arrangement as "homemade.” 10 . See generally Ken Driggs, A Current of Electricity Sufficient in Intensity to Cause Immediate Death: A Pre-Furman History of Florida’s Electric Chair, 22 Stetson L.Rev. 1169 (1993). 11 . See, e.g., Buenoano, 565 So.2d at 315 (Kogan, J., dissenting): An expert in the design and construction of electric chairs, Fred Leuchter, Jr., reported that the Florida chair was not functioning properly because of its use of only a single "homemade” leg electrode. According to Leu-chter, an electric c urder, see, e.g., Enmund v. Florida, 458 U.S. 782, 102 S.Ct. 3368, 73 L.Ed.2d 1140 (1982) (<HOLDING>); Coker v. Georgia, 433 U.S. 584, 97 S.Ct. Options: A. holding that the fact that defendant spent years on death row awaiting execution does not render the death penalty cruel and unusual punishment B. holding aiding and abetting is not a discrete criminal offense C. holding the death penalty disproportionately cruel and unusual when imposed for the crime of rape D. holding the death penalty disproportionately cruel and unusual when imposed for aiding and abetting a robbery resulting in murder E. holding that seventyfive to ninetynine years for robbery is not cruel and unusual punishment

assistant: The best answer is D. holding the death penalty disproportionately cruel and unusual when imposed for aiding and abetting a robbery resulting in murder
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 a fire or other casualty causes substantial damage to the Building or the Premises, Landlord shall engage a registered architect to certify, within one (1) month of the casualty, to both Landlord and Tenant the amount of time needed to restore the Building and the Premises to tenantability, using standard working methods. If the time needed exceeds twelve (12) months from the beginning of the restoration, or two (2) months therefrom if the restoration would begin during the last eighteen (18) months of the Term, then in the case of the Premises, either Landlord or Tenant may terminate this lease, and in the case of the Building, Landlord may terminate this Lease, by notice to the other party within ten (10) days after the notifying party’s receipt of the architect’s certificate. The termination shall be effective thirty (30) days from the date of the notice and Rent shall be paid by Tenant to that date, within an abatement for any portion of the space which has been untenantable after the casualty.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the provisions of this Agreement which are explicitly stated to survive the Closing, none of the terms of this Agreement shall survive the Closing. The provisions of this Article 15 shall survive the termination of this Agreement and the Closing.

assistant: Survival
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 representations and warranties of the parties set forth in this Agreement and in any document delivered in connection herewith shall not survive the Closing. All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance.

assistant: Survival
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 proof of causation from circumstantial evidence is: Proof of the necessary factual causal connection may be by either direct or circumstantial evidence, but in the event the latter is used, it must be sufficient to make the plaintiffs asserted theory reasonable probable, not merely possible, and more probable than any other theory based on such evidence, and it is generally for the trier of fact to say whether circumstantial evidence meets this test. 57A Am.Jur.2d Negligence § 461, at 441-42 (1989) (footnotes omitted). ¶ 10. Moreover, if the evidence is conflicting, the jury is the sole judge of credibility of the witnesses and the weight of their testimony. In re Estate of Dabney, 740 So.2d 915, 919 (Miss.1999); Illinois Cent. R.R. v. Clinton, 727 So.2d 731, 734 (Miss.Ct.App.1998) (<HOLDING>). Under the applicable standard of review, the Options: A. holding that an evidentiary hearing is not required if there are no factual issues in dispute B. holding that the arbitrator did not exceed his authority because it was necessary to interpret the contract to resolve the parties dispute C. holding that if facts are in dispute jury is given authority to resolve them D. holding that the district court retained jurisdiction to resolve a dispute over an injunction bond even where the underlying dispute had itself been dismissed for lack of subjectmatter jurisdiction E. holding issues of fact in dispute are solely for the jury

assistant: The best answer is C. holding that if facts are in dispute jury is given authority to resolve them
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: of using a firearm during a robbery, 18 U.S.C. § 924(c)(1)(A)(ii), to run consecutively; 25 years (300 months) for his second such conviction, id. § 924(c)(1)(C)(i), to run consecutively; and 124 months for his third such conviction, to run consecutively. The last conviction, Warren’s third for using a firearm during a crime of violence, carries a statutory minimum sentence of 25 years, but the court granted the government’s motion for a downward departure under 18 U.S.C. § 3553(e) because of Warren’s substantial assistance (his testimony against Thacker). The guideline range was calculated correctly, and he was sentenced at the low end of it. No evidence in this record indicates that this sentence was unreason able. Compare United States v. Mykytiuk, 415 F.3d 606 (7th Cir.2005) (<HOLDING>), with United States v. Rita, 177 Fed.Appx. 357 Options: A. holding that when a court miscalculates the guideline range yet imposes a sentence that falls within a properly calculated guideline range the sentence enjoys a presumption of reasonableness B. holding that we may apply a presumption of reasonableness to a sentence within the guidelines range C. holding that the defendants sentence was within the guidelines range and therefore presumptively reasonable D. recognizing a presumption of reasonableness E. holding that sentence within guidelines range enjoys a presumption of reasonableness

assistant: The best answer is E. holding that sentence within guidelines range enjoys a presumption of reasonableness
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 provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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: For the purpose of this Agreement, notices and all other communications to either party hereunder provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed, in the case of the Company, to the General Counsel of the Company at 157 Church Street, New Haven, Connecticut 06506 with a copy to the Chief Human Resources Officer of the Company at 157 Church Street, New Haven, Connecticut 06506, or, in the case of the Executive, to the Executive at his residence, or to such other address as either party shall designate by giving written notice of such change to the other party.

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: GUARANTOR HEREBY WAIVES HIS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. GUARANTOR REPRESENTS THAT HE HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES HIS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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: Except as otherwise provided herein, your Restricted Share Units will vest in full on the earlier of (1) the one (1) year anniversary of the Grant Date, and (2) the date of the Annual General Meeting of shareholders in respect of fiscal 2017, provided in each case that you are a member of the Company’s Board of Directors on such date (or your term of service ends on such date). No credit will be given for periods following Termination of Directorship.

assistant: Vesting
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: Upon the termination of any Management Holder’s employment or engagement with the Company and its Subsidiaries for any reason (whether by the Management Holder or the Company or one of its Subsidiaries and whether with or without Cause) (a “ Termination ”) and in the event that an Additional Repurchase Event occurs, the Company, GPP and Orgenesis will have the option to repurchase all or any portion of the Management Holder Securities held by such Management Holder (whether held by the Management Holder or one or more of its, his or her Permitted Transferees) (“ Management Holder Securities ”) pursuant to the terms and conditions set forth in this Section 3.6 .

assistant: General
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: Appellant's App. at 70. An "x" is handwritten into the blank next to "written," followed by a second "x" to indicate that Brooks had shown a "disregard for safety." Id. These lines are followed by the narrative recitation of the facts surrounding this safety violation. Id. Above the signature line, the form states that the signer had "received a full explanation of my failure to perform to the expected standards of the company" and that "further failure on my part will be due cause for disciplinary action." Id. As an initial stage in the disciplinary process, the corrective form is a subsequent remedial measure that may not be used to prove Strack's negligence or culpability in connection with Carter's injury. See Dukett v. Mausness, 546 N.E.2d 1292 (Ind.Ct.App.1989), trans. denied (<HOLDING>). Our analysis does not end here, however, Options: A. holding parol evidence is admissible to show mistake B. holding that evidence of subsequent measures was admissible to show the feasibility of a design change C. holding that evidence of other crimes though generally inadmissible to show character is admissible to show for instance proof of motive or plan D. holding that postevent disciplinary measures are not admissible to show negligence or culpability E. holding that ordinary negligence and gross negligence are not separate causes of action

assistant: The best answer is D. holding that postevent disciplinary measures are not admissible to show negligence or culpability