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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is that the debtor should always be given the opportunity to repay his debts .... S. Rep. No. 95-989, at 94 (1978), reprinted in 1978 U.S.C.A.A.N. 5787, 5880 (emphasis added). See also H.R. Rep. No. 95-595, at 380 (1977), reprinted in 1978 U.S.C.A.A.N. 5963, 6336. With regard to this legislative history, at least one court has noted that: [T]he legislative committee's choice of 'absolute' in regard to Section 706(a) is infelicitous to say the least and has spawned an interpretation of the statute couched in hyperbolic terms very much at odds with the equitable considerations of eligibility, good faith and appropriateness which are inherent in a court's review of the facts and circumstances in any request brought on by motion. In re Marcakis, 254 B.R. 77, 79 (Bankr.E.D.N.Y.2000) Options: A. holding that a debtors right to convert his or her chapter 7 case is not absolute B. holding denial of motion to convert from chapter 11 to chapter 7 is interlocutory C. holding debtor had absolute right to convert under 706a D. holding that an order striking a standing trustees motion to convert a chapter 13 petition to a chapter 7 is interlocutory not final E. holding that a bankruptcy courts decision to convert or dismiss a chapter 11 case is a matter within its discretion

assistant: The best answer is A. holding that a debtors right to convert his or her chapter 7 case is not absolute
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 no event shall the protected entities be liable for or in connection with any content posted , transmitted , exchanged or received by or on behalf of any user or other person on or through the products .

assistant: Limitation of liability
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 remedies provided for in this Article V are not exclusive and shall not limit any right or remedies which may otherwise be available to any indemnified person at law or in equity. The obligations of the parties to indemnify or make contribution under this Article V shall survive expiration or termination of this Agreement for the applicable limitation period.

assistant: Remedies
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: During the Consulting Period and thereafter, Peterson shall cooperate with the Digital Group, upon the reasonable request of the Company, with respect to any internal investigation or administrative, regulatory, or judicial proceeding involving matters that arose during Peterson’s employment with the Company (including, without limitation, Peterson being available to the Digital Group upon reasonable notice for interviews and factual investigations, appearing at the reasonable request of the Company to give testimony without requiring service of a subpoena or other legal process, and turning over to the Digital Group all relevant Digital Group documents which are or may have come into Peterson’s possession during his employment); provided, however , that any such request by the Company shall not be unduly burdensome or unreasonably interfere with Peterson’s personal schedule or ability to engage in gainful employment and the Company shall reimburse Peterson for any actual, reasonable, out-of-pocket expenses incurred in connection with providing any such cooperation.

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 case excerpt and choose the best holding from the options. Case excerpt: approached the driver’s side and requested a driver’s license and vehicle registration card from the driver, Scott Brooks. Narcotics officer Blackmon approached the passenger’s side and immediately signaled to narcotics officers Almeida and Kennedy that he smelled the odor of marijuana emanating from the interior of the car. Narcotics officers Almeida and Kennedy smelled the same strong odor at the same time. Upon smelling the odor of marijuana, the narcotics officers directed Scott Brooks to step out and stand at the rear of the car. The narcotics officers sought Scott Brooks’s consent to search the c at the government should not be permitted to use his illegal actions in seeking to avoid the illegal checkpoint as a basis to justify the stop. We find nothing improper with res 97) (<HOLDING>); Bella v. Chamberlain, 24 F.3d 1251, 1256 Options: A. holding that because the law in this area is unclear an officer who shot a fleeing motorist was not unreasonable in believing that a potential threat to third parties would justify shooting the motorist B. holding that where police officers had stopped a vehicle because they suspected that the motorist was intoxicated irrespective of whether the deputies were justified in detaining the motorist after he showed no signs of intoxication and even if they had not after approaching the motorist observed conditions raising a reasonable and articulable suspicion that criminal activity was afoot they were entitled to ask the motorist for permission to search his vehicle C. holding that a fleeing motorist was not seized for fourth amendment purposes until the law enforcement officers were successful in stopping the motorist at a roadblock D. holding that police officers are entitled to conduct an investigatory stop of a motorist if they have reasonable suspicion that the motorist has committed a traffic violation E. holding that for purposes of determining whether the roadblock worked a fourth amendment seizure the controlling considerations are whether 1 the motorist was meant to be stopped by the physical obstacle of the roadblock and 2 the motorist was so stopped

assistant: The best answer is C. holding that a fleeing motorist was not seized for fourth amendment purposes until the law enforcement officers were successful in stopping the motorist at a roadblock
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 Award Agreement will be governed by the laws of New York, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New York , and agree that such litigation will be conducted in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this Award Agreement is made and/or to be performed.

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: The Borrower shall, and shall cause its Subsidiaries to, cooperate and provide reasonable information and other assistance in connection with any proposed assignment or participation of a Loan permitted by Section 11.05(b) .

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: Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Second Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all article, section and exhibit references in this Second Amendment refer to articles, sections and exhibits of the Credit Agreement.

assistant: Defined 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: Each Party hereby expressly agrees that it has no intention to violate any public policy, statutory or common laws, rules, regulations, treaty or decision of any government agency or executive body thereof of any country or community or association of countries; that if any word, sentence, paragraph, clause or combination thereof in this Agreement is found by a court or executive body with judicial powers having jurisdiction over this Agreement or either Party hereto, in a final unappealed order, to be in violation of any such provisions in any country or community or association of countries, such words, sentences, paragraphs, clauses or combination shall be inoperative in such country or community or association of countries and the remainder of this Agreement shall remain binding upon the Parties, so long as enforcement of the remainder does not violate the Parties’ overall intentions in this transaction.

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: (i) All foreign, Federal and material provincial, state and local tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been filed, or extensions have been obtained, and (ii) all taxes, assessments and other governmental charges imposed upon any Loan Party or any property of any Loan Party which have become due and payable on or prior to the date hereof have been paid, except (x) unpaid Taxes in an aggregate amount at any one time not in excess of $250,000, and (y) Taxes contested in good faith by proper proceedings which stay the imposition of any penalty or Lien and with respect to which adequate reserves have been set aside for the payment thereof on the Financial Statements in accordance with GAAP.

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 case excerpt and choose the best holding from the options. Case excerpt: arm of the state entitled to Eleventh Amendment immunity in so far as they are sued in their official capacities. See, e.g., Temple Univ. v. White, 941 F.2d 201, 214 (3d Cir.1991) (barring legal remedies against Pennsylvania’s Department of Public Welfare on Eleventh Amendment grounds); Betts v. New Castle Youth Dev. Ctr., 621 F.3d 249, 254 (3d Cir.2010) (“Individual state employees sued in their official capacity are also entitled to Eleventh Amendment immunity.”). Second, to the extent that Matthews sues the Defendants in their individual capacities under § 1983, his complaint fails to state a claim because he has not alleged any personal involvement by the Defendants in violation of his civil rights. See Polk County v. Dodson, 454 U.S. 312, 325, 102 S.Ct. 445, 70 L.Ed.2d 509 (1981) (<HOLDING>). The only conceivable claim is against Options: A. holding that individual liability under 1983 must be based on personal involvement in the alleged constitutional violation B. recognizing respondeat superior liability C. holding that liability may not be predicated upon a theory of respondeat superior because a supervisor can be liable only for his own acts or omissions D. holding that liability in a 1983 action must be predicated on personal involvement not on the basis of respondeat superior E. holding that county liability under 1983 cannot rest on a theory of respondeat superior

assistant: The best answer is D. holding that liability in a 1983 action must be predicated on personal involvement not on the basis of respondeat superior
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Latham & W atkins LLP, 355 South Grand Avenue, Los Angeles, California, at 5:00 a.m. Los Angeles time on the date of this Agreement and substantially simultaneously with the occurrence of the Merger Closing, subject to the satisfaction or waiver of all of the conditi ons set forth in Article V , or such other time and place as the Company the Holders may agree in writing. The date on which the Closing is to occur is referred to herein as the “ Closing Date ”. Immediately after the Closing, the Company shall cancel the Preferred Shares.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee acknowledges that the Company may be irreparably injured by a violation of Sections 7, 8 or 9 and agrees that the Company shall be entitled to an injunction restraining Employee from any actual or threatened breach of Sections 7, 8 or 9 or to any other appropriate equitable remedy without bond or other security being required. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement, to recover damages and costs (including reasonable attorney’s fees and expenses) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.

assistant: Remedies
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: these arguments is sufficient to override the designation of Shar-key which appears in the record and Pine Tree did not abuse its discretion is so concluding. First, plaintiff contends that Sharkey waived her rights to the death benefits under the pension program when, attendant to the dissolution of her marriage to Decedent, she executed a Voluntary Separation Agreement, which was incorporated into, but not merged in the judgment of divorce. The Separation Agreement contained, inter alia, a mutual release by the Decedent and Sharkey of “any and all rights or interests which [they now have] or may hereafter acquire in the real, personal or other property of the other.” See Defs.’ Ex. 14. This contention founders on the rule of Estate of Altobelli v. IBM, 77 F.3d 78, 81 (4th Cir.1996) (<HOLDING>). The Separation Agreement in this case neither Options: A. holding that erisa permits suits to recover benefits only against the plan as an entity and thus the beneficiary had erred by suing her exhusbands employer and plan administrator when proper party would have been the benefits plan itself B. holding that a termination of an erisa plans benefits must be based upon the plans terms and language C. holding that plan participants in a defined benefit pension plan have no claim to the plans surplus assets D. holding that the family courts award to exwife of interest in 387 of debtors military pension payable directly from the plan was not subject to discharge because interest in pension plan was not a debt rather it was considered exwifes separate ownership interest E. holding that exwife had no interest in exhusbands erisa plan because each party clearly intended by the terms of a property settlement to relinquish all interests in the pension plans of the other

assistant: The best answer is E. holding that exwife had no interest in exhusbands erisa plan because each party clearly intended by the terms of a property settlement to relinquish all interests in the pension plans of the other
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: v. Greenway, 170 Ariz. 155, 167-68, 823 P.2d 22, 34-35 (1991) (rejecting double jeopardy argument and finding aggravating factor applied to each of defendant’s first degree murder convictions when both murders were committed during commission of offense); see also State v. Ramirez, 178 Ariz. 116, 131, 871 P.2d 237, 252 (1994) (same). 9. Is the death penalty proportional in this case? See State v. Salazar, 173 Ariz. 399, 417, 844 P.2d 566, 584 (1992) (proportionality review not constitutionally required and court no longer conducts them). 10. Is death by lethal gas cruel and unusual punishment, barred by the 8th and 14th Amendments to the United States Constitution and article 2, § 15 of the Arizona Constitution? No. State v. Williams, 166 Ariz. 132, 142, 800 P.2d 1240, 1250 (1987) (<HOLDING>); see also Ariz. Const, art. 22, § 22 (approved Options: A. holding that execution of the mentally retarded is prohibited under the eighth amendment to the united states constitution B. holding that defendants claim that execution by electrocution or lethal injection constitutes cruel and unusual punishment is meritless C. holding execution of mentally retarded individuals fails to achieve legitimate penalogical objectives for punishment as required by the eighth amendment to the united states constitution and article i 16 of the tennessee constitution D. holding that execution by lethal gas is not cruel and unusual punishment prohibited by either 8th and 14th amendments to united states constitution or article 2 15 of the arizona constitution E. holding californias sole method of execution lethal gas unconstitutional under the federal cruel and unusual provision

assistant: The best answer is D. holding that execution by lethal gas is not cruel and unusual punishment prohibited by either 8th and 14th amendments to united states constitution or article 2 15 of the arizona constitution
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: Subject to the Participant’s continued employment with the Company or one of its Subsidiaries, and the provisions of the Plan (including Article XI thereof) and this Agreement, the Restricted Performance Stock shall vest in full on the ____ (____) anniversary of the Grant Date (the “Vesting Date”) provided the Company has achieved the “Annual Performance Goals” detailed below for each of the fiscal years which ends during the period beginning on the Grant Date and ending on the Vesting Date (each such fiscal year constitutes a “Performance Period”).

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 case excerpt and choose the best holding from the options. Case excerpt: admitted the testimony, the error was harmless. See Magleby, 241 F.3d at 1318. Thus, we affirm the District Court’s decision to admit the testimony. D. Disqualification of Counsel 1. Standard of Review Mr. Hardridge contests the District Court’s order disqualifying his attorney. “We review attorney disqualification orders under a bifurcated standard of review. First, we review the district court’s factual conclusions under a clear error standard. Second, we review the district court’s legal interpretation of particular ethical norms under a de novo standard when that interpretation implicates important constitutional rights.” United States v. Bolden, 353 F.3d 870, 878 (10th Cir. 2003) (internal citations omitted); see also United States v. Collins, 920 F.2d 619, 628 (10th Cir.1990) (<HOLDING>). 2. Merits Mr. Hardridge retained attorney Options: A. holding that a trial courts erroneous denial of the defendants counsels application for admission pro hac vice violated the defendants sixth amendment right to choice of counsel and amounted to a structural error requiring no showing of prejudice B. holding disqualification orders affect a defendants sixth amendment rights when they disqualify the defendants counsel of choice C. holding that the fourteenth amendment incorporated the sixth amendment right to counsel D. recognizing a defendants constitutional right to be represented by counsel of his own choice E. holding that a criminal defendant has a sixth amendment right to counsel at trial

assistant: The best answer is B. holding disqualification orders affect a defendants sixth amendment rights when they disqualify the defendants counsel of choice
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 shall be eligible to participate in all benefit plans, programs and other arrangements of the Company that may be offered by the Company to its executives as a group (including, without limitation, medical and dental insurance and a 401(k) plan). During the lesser of the period during which Executive or a qualifying beneficiary (as defined in Section 607 of ERISA) has in effect an election for post-termination continuation coverage or conversion rights to medical and dental benefits under applicable law, including Section 4980 of the Code (“COBRA”), or the period ending on the 18-month anniversary of the Date of Termination, Executive (or, if applicable, the qualifying beneficiary) shall be entitled to such coverage at an out-of-pocket premium cost that does not exceed the out-of-pocket premium cost applicable to similarly situated active employees (and their eligible dependents).

assistant: Benefits
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: corrections and issued an order specifying that defendant had to complete the one-year period of mandatory parole under the supervision of the Probation Department. On appeal, defendant contends that the trial court’s order constitutes an illegal sentence because the Department of Corrections, through the division of adult services, is vested with the sole authority to supervise an inmate’s parole. We disagree. Prior to July 1993, the trial courts were accorded discretion to impose up to one year of post-release supervision, to be supervised by the county probation department, following a defendant’s completion of a sentence to a residential community corrections facility. See Colo. Sess. Laws 1982, ch. 74, §17-27-105(5) at 311; see also People v. Herrera, 734 P.2d 136 (Colo.App.1986) (<HOLDING>). However, §17-27-105(5) was repealed in 1993. Options: A. holding that a district court had jurisdiction to impose rule 11 sanctions regardless of the existence of subjectmatter jurisdiction B. holding that the sentence entered by the circuit court was illegal because the court had no authority to impose a sentence that exceeded the punishment fixed by the jury C. holding that under former 17271055 the district court possessed jurisdiction to impose a oneyear period of postrelease supervision following the discharge of a direct sentence to community corrections D. holding that government waived right to challenge alleged error of district court in failing to impose statutory minimum sentence under 841b1b by failing to object to sentence announced by district court E. holding it is denial of due process to impose vindictive sentence following successful appeal

assistant: The best answer is C. holding that under former 17271055 the district court possessed jurisdiction to impose a oneyear period of postrelease supervision following the discharge of a direct sentence to community corrections
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All corporate action on the part of the Company necessary for the authorization of this Agreement, the Notes and the Warrants, and the performance of all obligations of the Company hereunder and thereunder has been taken. This Agreement constitutes, and the Notes and Warrants, when executed and delivered at the Closing, will constitute, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies.

assistant: Authorizations
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 challenged conduct did not violate a constitutional right (the objective element) and the official undertook the challenged conduct in a good-faith belief that the conduct was valid (the subjective element). However, on further consideration, the Court in Harlow v. Fitzgerald stated, “[t]he subjective element of the good-faith defense frequently has proved incompatible with our admonition in Butz that insubstantial claims should not proceed to trial.” 457 U.S. 800, 815-16, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982). Therefore, the modern qualified immunity doctrine is viewed only through the lens of objective reasonableness. Id., at 815-16, 102 S.Ct. 2727. Title VI Claims Plaintiff appears to bring his Title VII claims against both the individual Defendants — in t 084 (5th Cir.1981) (<HOLDING>); Chavez v. McDonald’s Carp., 1999 WL 814527, Options: A. holding that a title vii plaintiff could not hold coworkers liable in their individual capacities under title vii B. holding that individual employees are not liable under title vii C. holding that a supervisor who implemented a maternity leave policy that violated the terms of title vii could not be held individually liable D. holding that individual defendants may not be held liable for violations under title vii E. holding individual employees may be liable under title vii

assistant: The best answer is C. holding that a supervisor who implemented a maternity leave policy that violated the terms of title vii could not be held individually liable
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: not provide a mechanism for taking investigative depositions. Third, the fact that Squaw Creek seeks presuit discovery under rule 202 rather than final adjudication of its claims militates against application of the primary jurisdiction doctrine. Primary jurisdiction precludes a court from “finally adjudicating a claim until the agency has an opportunity to act on the matter.” Subaru of Am., Inc. v. David McDavid Nissan, Inc., 84 S.W.3d 212, 221 (Tex.2002) (emphasis added). Squaw Creek does not seek final or even preliminary adjudication of its claims; rather, it seeks only to investigate potential claims. Under these circumstances, primary jurisdiction does not preclude the trial court from allowing Squaw Creek to take investigative depositions. See Butnaru, 84 S.W.3d at 209, 211-12 (<HOLDING>). We hold that the district court has Options: A. holding that the trial court had continuing jurisdiction over all subsequent custody orders once the trial court acquired jurisdiction B. holding that although doctrine of primary jurisdiction required trial court to abate claims over which agency had primary jurisdiction trial court did not abuse its discretion by imposing temporary injunction to maintain the status quo C. holding that primary jurisdiction did not apply where the court had to determine whether defendants all natural claims were misleading D. holding primary jurisdiction doctrine does not apply because defendant did not identify with precision any relevant proceedings to which this court should defer for the resolution of the question presented E. holding that trial court did not abuse its discretion by granting such a temporary injunction

assistant: The best answer is B. holding that although doctrine of primary jurisdiction required trial court to abate claims over which agency had primary jurisdiction trial court did not abuse its discretion by imposing temporary injunction to maintain the status quo
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 not pay, and shall not permit any Guarantor to pay, any management fees or other payments under any Management Agreement for any Unencumbered Pool Property to Borrower, any other manager that is an Affiliate of Borrower or any other manager, or any advisory fees or other payments to Advisor, in the event that a Default or an Event of Default shall have occurred and be continuing.

assistant: Fees
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 Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by any Loan Party and without limiting the obligation of each Loan Party to do so), in the amount of its pro rata share (based on its aggregate outstanding Loans and unused Commitments hereunder determined at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct (it being understood and agreed that any action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents), in any such case for purposes of this Section 9.07 , shall in no event in and of itself be deemed to constitute gross negligence or willful misconduct). The failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent for such other Lender’s ratable share of such amount. The agreements in this Section 9.07 shall survive termination of the Commitments and the payment of the Loans and all other amounts payable under any Loan Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee understands and acknowledges that during the course of his employment, he has had access to and learned about confidential, secret and proprietary documents, materials and other information, in tangible and intangible form, of and relating to the Company, its businesses and existing and prospective customers, suppliers, investors and other associated third parties (“Confidential Information”). For purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, whether oral or written, relating directly or indirectly to financial statements, projections, evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing, research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential information and intellectual property of the Company. Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appeal to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Employee agrees, as a condition of this Agreement, that Employee will not use or disclose any Confidential Information which Employee learned or that came into Employee possession during the course of employment with the Company. Among other things, and without limitation, Employee will not use or disclose, without the consent of the Company, any trade secrets, confidential or proprietary information of or concerning the Company, its owners, affiliates, customers or suppliers.

assistant: Confidentiality
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: Neither Party may waive or release any of its rights or interests in this Warrant except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Warrant shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: None of (a) the representations or warranties or (b) covenants or agreements to the extent which by their terms contemplate performance before the Closing, in this Agreement shall survive the Closing; provided, however, that notwithstanding the foregoing, the representations and warranties set forth in Section 5 and Section 6 shall survive for a period of one year following the Closing solely for the purposes of Section 10. This Section 11.1 shall not limit any covenant or agreement of the parties hereto to the extent which by its terms contemplates performance after the Closing, including Sections 7.6 and 7.7.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the date of this Agreement or as otherwise required hereby and which remain in full force and effect on the date of this Agreement), or exemption by, any Governmental Authority, is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, the execution, delivery and performance of any Loan Document or the legality, validity, binding effect or enforceability of any such Loan Document.

assistant: Approvals
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: as a “hands-down” winner, we cannot address the ineffectiveness question because of the state of the record. Although Broussard filed a motion for new trial asserting ineffective assistance of counsel, he never raised the ground he now asserts on appeal. Thus, the record is silent as to why his counsel might have acted as he did. In such circumstances, our duty is clear — -we must presume counsel made all significant decisions in the exercise of reasonable professional judgment. Jackson v. State, 877 S.W.2d 768, 771 (Tex.Crim.App.1994). The Court of Criminal Appeals has repeatedly held that without a sufficient record, an appellant cannot overcome this presumption, and we cannot conclude counsel was ineffective. See Chuong Duong Tong v. State, 25 S.W.3d 707, 714 (Tex.Crim.App.2000) (<HOLDING>), cert. denied, 532 U.S. 1053, 121 S.Ct. 2196, Options: A. holding that without some explanation as to why counsel acted as he did we presume that his actions were the product of an overall strategic design B. recognizing strict product liability actions C. holding that where the defendants expert described the product design using superlatives namely the safest design you could possibly put on the machine the plaintiff should have been permitted to impeach the expert by inquiring why the safest design possible was modified following the plaintiffs accident D. holding that using a trade secret to produce a design for which a patent application is then submitted and using a product design to procure financing for development of that product constitute use E. holding that defendant waived his right to selfrepresentation where he told the trial judge before trial that he did not want to represent himself and the public defender acted as counsel for the remainder of trial without objection

assistant: The best answer is A. holding that without some explanation as to why counsel acted as he did we presume that his actions were the product of an overall strategic design
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: Subject to Section 6.9, the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

assistant: Jurisdictions
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: Unless the context of this Agreement otherwise clearly requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to one gender include the other gender, (c) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”, (d) the terms “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms “day” and “days” mean and refer to calendar day(s) unless such reference is specifically to “Business Days,” and if any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter, (f) the terms “year” and “years” mean and refer to calendar year(s), (g) unless set forth specifically otherwise, the settlement of all payments hereunder shall be made in Dollars, and (h) when this Agreement describes a two-Party relationship or interaction that occurs at or before the Closing, the Purchaser shall be deemed to be a single Party and the Company and the Seller, collectively, shall be deemed to be the other Party, and, when this Agreement describes a two-Party relationship or interaction that occurs after the Closing, the Purchaser and the Company, collectively, shall be deemed to be a single Party and the Seller, collectively, shall be deemed to be the other Party. Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (ii) a particular Law means such Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time. References herein to documents “provided” or “made available” to the Purchaser, or similar terms, include all documents provided by the Sellers and the Company, or representatives thereof, to Purchaser or its representatives in whatever manner. All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

assistant: Construction
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 out-of-class payments, but it did not object to the arbitrator. 5 . The clause relating to "Management Rights” provides in pertinent part: Matters of inherent managerial policy are reserved exclusively to the City. Except as specifically addressed in this Award and the collective bargaining agreement, matters of inherent management policy include, but are not limited to, such areas of discretion or policy as civilianization of bargaining unit member positions, as addressed in the Award, the functions of and programs of the City, standards of service, the overall budget and the organizational structure of the Police Department, and the selection and direction of personnel. 6 . See also Plumstead Township v. Pennsylvania Labor Relations Board, 713 A.2d 730 (Pa.Cmwlth.1998) (<HOLDING>); City of Bethlehem v. Pennsylvania Labor Options: A. holding that police officials did not have property interest in continuation of longstanding policy of providing officers with step and longevity salary increases B. holding that police officers sued in their official capacity are not liable for a violation of a privacy interest where the police department did not have a policy of deliberately failing to train its officers with respect to the confidentiality of records C. holding that police officers may stop vehicles when they observe minor traffic violations D. holding that a transfer of work was a mandatory subject of bargaining because the motivation for the shift was to cut labor costs E. holding that a townships unilateral termination of a longstanding policy of permitting police officers to take police vehicles home at the end of their shifts was a mandatory subject of bargaining

assistant: The best answer is E. holding that a townships unilateral termination of a longstanding policy of permitting police officers to take police vehicles home at the end of their shifts was a mandatory subject of bargaining
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: we reach the obvious conclusion that vanity plates are an unlikely means by which to engage in meaningful “assembly and debate,” Perry Educ. Ass’n, 460 U.S. at 45, 103 S.Ct. 948, or other expressive activity. Because vanity plates are physically restricted by size and shape and by the state’s interests, including that of vehicle identification, vanity plates are a highly limited and extremely constrained means of expression. The very character of license plates also suggests that they are not a designated public forum. In light of all of the circumstances described above, we hold that Vermont has not intended to designate, and has not designated, its vanity plates as a public forum. Cf. In re Denial of the Application for the Custom Plates, 170 Or.App. 542, 13 P.3d 531 (2000) (en banc) (<HOLDING>). But see Sons of Confederate Veterans, Inc. v. Options: A. recognizing that government is not required to retain open nature of designated public forum B. holding that a state statute authorizing the rejection of vanity plates deemed contrary to public policy violated the first amendment because it granted unfettered discretion to state officials C. holding that a vanity plate is not a public forum D. holding that a vanity plate is a designated public forum where a state allows groups to place various slogans and designs on license plates E. recognizing that where plaintiff is from the forum state and defendant is from an alternate forum each forum can claim a connection to one of the parties

assistant: The best answer is C. holding that a vanity plate is not a public forum
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: third party software ( for example , open source software libraries ) included in the spotify service are licensed to you either under the agreements or under the relevant third party software library 's licence terms as published in the help or settings section of our desktop and mobile client and/or on our website .

assistant: None