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: Each Debtor acknowledges that it is not authorized to file any amendment or termination statement with respect to any financing statement relating to any security interest granted hereunder without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to such Debtor’s rights under Section 9-509(d)(2) of the UCC.

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: The Administrative Agent shall have received a certificate (in form and substance reasonably satisfactory to the Administrative Agent) from the chief financial officer of the Guarantor certifying that the Guarantor and its Subsidiaries, considered as a whole, after giving effect to the transactions contemplated hereby to occur on the Closing Date, are Solvent.

assistant: Solvency
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 may be subject to additional terms and conditions that may apply when you use or purchase certain other yahoo services , affiliate services , third-party content or third-party software .

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: During the Employment Term, the Executive shall serve as the Executive Chairman of CFI. The Executive shall report directly to the Board during the Employment Term. At all times during the Employment Term during which the Executive is serving as a member of the Board, the Executive shall serve as the Chairman of the Board.

assistant: Positions
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 necessary so that the court may properly exercise its responsibility under 42 U.S.C. § 405(g) to determine if the Secretary’s decision is supported by substantial evidence. It is incumbent upon the examiner to make specific findings — the court may not speculate as to his findings. Williams v. Celebrezze, 359 F.2d 950 (4th Cir.1966). “We think it is not too much to require that an administrative decision that a claimant is not eligible ... be supported by explicit findings of all facts that are essential to the conclusion of ineligibility.” Choratch v. Finch, 438 F.2d 342, 343 (3d Cir.1971). Baerga, 500 F.2d at 312-313 (alteration in original). This Court applies the Ninth Circuit’s reasoning in Lester to the instant case and rejects the discredit 08 (D.Mass.1998) (Freedman, J.) (<HOLDING>). The Rohrberg court discussed the importance Options: A. holding that government officials are provided with qualified immunity so long as their actions could have been reasonably thought consistent with the rights they are alleged to have violated B. holding that costs of daily transcripts during trial are not recoverable C. holding that evidence that is consistent with acts of private violence or that merely shows that a person has been the victim of criminal activity does not constitute evidence of persecution based on a statutorily protected ground D. holding without discussion of the verbalwritten distinction that plaintiffs oral complaints were protected activity E. holding that a determination of residual functional capacity must include a discussion of why reported daily activity restrictions are or are not reasonably consistent with the medical evidence quoting avery 797 f2d at 29

assistant: The best answer is E. holding that a determination of residual functional capacity must include a discussion of why reported daily activity restrictions are or are not reasonably consistent with the medical evidence quoting avery 797 f2d at 29
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 experience, training or specialized knowledge withih the realm of an' expert, but because of the particularized' knowledge that the witness has by virtue of his-or herposition in the business. - The amendment does not purport to change this analysis. See also Tampa Bay Shipbuilding & Repair Co. v. Cedar Shipping Co., Ltd., 320 F.3d 1213, 1217-23 (11th Cir.2003), However, Rule 701 “does not distinguish between expert and lay witnesses, but rather between expert and lay testimony.” Fed. R. Evid. 701, Advisory Committee Note to the 2000 Amendment (emphasis original). Thus, within the testimony of a single witness, one opinion may fall under Rule 701 and another under Rule 702- Id.; see also. Lebron v. Secretary of Fla. Dep’t of Children & Families, 772 F.3d 1352, 1372 (11th Cir.2014) (<HOLDING>); Wilson v. Taser Int'l, Inc., 303 Fed.Appx. Options: A. recognizing that while a lay witnesses may testify about their own immediate perceptions under rule 701 testimony that blurs into supposition and extrapolation crosses the line into expertise B. holding that a lay witness could not opine about whether something constituted a compelling state interest because it required legal expertise C. recognizing rule D. recognizing that a common illustration of an admissible opinion under rule 701 is an expression of opinion by a lay observer of a cars speed E. holding the testimony admissible as that of a skilled witness under indianas r 701

assistant: The best answer is A. recognizing that while a lay witnesses may testify about their own immediate perceptions under rule 701 testimony that blurs into supposition and extrapolation crosses the line into expertise
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 an arrangement with Goldman Sachs & Co. LLC, no broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Seller or any Acquired Company or Related Consolidated Entity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of the Grantee with respect to Performance Shares without the Grantee’s consent.

assistant: Amendments
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 p ay on demand all costs and expenses incurred by Lenders in connection with the preparation, execution, delivery, filing, and administration of this Amendment (including, without limitation, Attorneys’ Costs incurred in connection with the preparation of this Amendment and advising Lender as to its rights, and the cost of any credit verification reports or field examinations of the Borrower’ properties or books and records). The Borrower's obligations to Lenders under this Section 1.07 shall survive termination of this Amendment and repayment of the Borrower’ Obligations to Lenders under the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: states: “It shall be unlawful for any person ... to receive or possess a firearm which is not registered to him in the National Firearms Registration and Transfer Record.” From the text of the statute, the only element is possession of an unregistered firearm. However, the Supreme Court has read a mens rea requirement into the crime — to obtain a conviction, the Government must prove the defendant “knew of the features of [the firearm] that brought it within the scope of the Act.” Staples v. United States, 511 U.S. 600, 619, 114 S.Ct. 1793, 128 L.Ed.2d 608 (1994). Dwyer contends that because “the gravamen of the offense ... is the lack of registmtion th Cir.) (same), cert. denied, 528 U.S. 958, 120 S.Ct. 388, 145 L.Ed.2d 303 (1999); United States v. Fortes, 141 F.3d 1, 7 (1st Cir.1998) (<HOLDING>); United States v. Dunn, 946 F.2d 615 (9th Options: A. holding that possession of sawedoff shotgun is violent felony as defined by armed career criminal act B. holding that ohios thirddegree burglary statute constituted a violent felony under the residual clause of the armed career criminal act C. holding that possession of a shortbarreled shotgun is a violent felony under the accas residual clause because sawedoff shotguns are inherently dangerous and lack usefulness except for violent and criminal purposes internal quotation marks omitted D. holding that the illinois crime of failure to report for imprisonment is not a violent felony for purposes of the armed career criminal act E. holding that for purposes of 4b12 possession of a sawedoff shotgun in violation of 5861d is a crime of violence because by its very nature a sawedoff shotgun always creates a serious risk of physical injury to another

assistant: The best answer is A. holding that possession of sawedoff shotgun is violent felony as defined by armed career criminal act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: right to possession of real property either by an unlawful act or a lawful act performed in an unlawful manner.” N.Y. State Nat. Org. for Women v. Terry, 886 F.2d 1339, 1361 (2d Cir.), cert. denied 495 U.S. 947, 110 S.Ct. 2206, 109 L.Ed.2d 532 (1990) (finding summary judgment on a trespass claim to be appropriate against anti-abortion groups protesting on an abortion clinic’s property), citing Ivancic v. Olmstead, 66 N.Y.2d 349, 352, 497 N.Y.S.2d 326, 488 N.E.2d 72, cert. denied, 476 U.S. 1117, 106 S.Ct. 1975, 90 L.Ed.2d 658 (1986); see also Phillips v. Sun Oil Co., 307 N.Y. 328, 331, 121 N.E.2d 249 (1954). To succeed in an action for trespass, Plaintiff must prove that there was a wrongful or unjustifiable entry upon his land. Scribner v. Summers, 84 F.3d 554, 557 (2d Cir.1996) (<HOLDING>). As explained above, the barges at issue are Options: A. holding that under new york law trespass is the intentional invasion of anothers property B. holding that new york law applies to this matter C. holding that contract signed in new york by promisor from florida and partially performed in florida was governed by new york law because it was executed in new york D. holding that outofstate defendants transmittal into new york of ceaseanddesist letter to new york plaintiff for purported trademark infringement was insufficient to create jurisdiction over defendant in a new york declaratory judgment action E. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership

assistant: The best answer is A. holding that under new york law trespass is the intentional invasion of anothers property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be effective as of the date hereof and shall continue in effect until, and shall terminate upon, the earliest to occur of (a) the consummation of a sale of the Company and distribution of proceeds to, or escrow for, the benefit of the Stockholders in accordance with the Charter; (b) June 15, 2017; or (c) the termination of this Agreement in accordance with Section 6.8 below.

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: Except as provided in Section 8(a), the vesting of your PSUs is dependent upon your remaining continuously employed with Stryker through March 21, 2019 (the “Vesting Date”) as well as upon the Company’s financial performance during the three-year period ending December 31, 2018 (the “Performance Period”). Specifically, the vesting of any of the PSUs is dependent upon attainment of the Threshold Performance Target as set forth in Section 3. If the Threshold Performance Target is attained, then the vesting of 50% of the PSUs (the “EPS PSUs”) is dependent on Adjusted EPS Growth as set forth in Section 4, and vesting of the remaining 50% of the PSUs (the “Sales Growth PSUs”) is dependent on the Sales Growth Percentile Ranking as set forth in Section 5. The actual number of your PSUs that become vested, if any, shall be determined based on exercise of negative discretion by the Committee in accordance with Sections 4, 5 and 6 below.

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: Smallwood, 385 F.3d at 574. 19 . Although the parties did not fully brief this issue, we must consider it as it goes to whether the federal courts have subject matter jurisdiction over this case. See McDonal, 408 F.3d at 182-83 (if court lacks subject matter jurisdiction, case must be remanded to state court). 20 . Smallwood, 385 F.3d at 575. 21 . Id. at 574. 22 . McDonal, 408 F.3d at 184 (quoting Rainwater v. Lamar Life Ins. Co., 391 F.3d 636, 638-39 (5th Cir.2004) (per curiam)). 23 . See Rainwater, 391 F.3d at 638. 24 . Ameen concedes that she has no cause of action against the individual defendants on her retaliation claim. 25 . WFAA-TV, Inc. v. McLemore, 978 S.W.2d 568, 571 (Tex. 1998). 26 . See Abbott v. Pollock, 946 S.W.2d 513, 520 (Tex.App.-Austin 1997, pet. denied) (<HOLDING>). 27 . Texas Civ. Prac. & Rem.Code § 16.002. 28 Options: A. holding that defendant failed to raise a constitutional issue at trial and thus failed to preserve the issue for appellate review B. holding that appellants failed to raise material issue of fact when they relied on their belief that appellee or his employees had spoken disparagingly about them C. holding that plaintiff failed to show genuine issue of material fact on equitable estoppel claim D. holding that the nonmovant failed to raise a fact issue on mitigation by not raising a fact issue as to the amount of damages that could have been avoided had the movantproperly mitigated his damages E. holding that defendants failed to raise triable issue of material fact where they did not establish that the type size of the copy they submitted in opposition to summary judgment motion was identical to that of the original contract

assistant: The best answer is B. holding that appellants failed to raise material issue of fact when they relied on their belief that appellee or his employees had spoken disparagingly about 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 legal provision and list the applicable contract clause categories. Provision: Item 6.24 (“Accounts”) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof) identifies all InvestLine Accounts and deposit, securities and commodities accounts and subaccounts in the name of any Loan Party or any Shell Subsidiary of any Loan Party, including, for each such account or subaccount, the name on the account or subaccount, the account or subaccount number, the type of account or subaccount, the name and address of the financial institution at which the account or subaccount is located, and the sources and uses of funds contained in or credited to such account or subaccount. Except as identified in Item 6.24 (“Accounts”) of the Disclosure Schedule (as updated from time to time pursuant to the terms hereof), each Loan Party and each Subsidiary of any Loan Party has and will pay its own liabilities and expenses out of its own funds drawn on its own InvestLine Account or bank account or subaccounts.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: child is important, but ultimately the .health, welfare, and safety of the child must be paramount. Being a parent requires parental obligations to care for the child, specifically to ensure the child’s life, safety, well-being, and physical, mental, and emotional health. See § 39.806(l)(c), Fla. Stat. (2016). Contrary to S.M.’s assertion, termination of parental rights does not always end in eviscerating the bond between the parent and child forever. In looking at the best interests of the child, the Legislature has left open the possibility of allowing continued visitation between a biological parent and child after the parent’s rights have been terminated. See § 39.811(7)(b), Fla. Stat. (2016); Fla. Dep't of Children & Family Servs. v. A.D., 904 So.2d 480, 482 (Fla. 1st DCA 2005) (<HOLDING>) These options could alleviate any concern of Options: A. holding the termination of parental rights does not necessarily mean that all bonds are broken between parent and child a court may allow some continued communication between the parent and children pending adoption and even after adoption if it determines that such contact is in the childrens best interest B. holding a parent is excused from maintaining contact with his or her children when the failure to maintain contact is caused by the involuntary confinement of the parent and the parent is precluded from contacting the children during such confinement C. holding that natural parents consent for an adoption is required so long as the parent complies with the duty to support for any period during the oneyear preceding the filing of the adoption petition D. recognizing that termination of parental rights can be accomplished only by resort to chapters 63 adoption and 39 termination of parental rights and any attempt by a parent to contract away the childs right to support is void and unenforceable as contrary to public policy E. holding that publicagency adoption termination of mentallyill biological parents rights that mandated visitation between biological parent and child inappropriate because applicable termination statutes spoke in absolute terms noting however that continued contact between biological parent and child possible on voluntary basis without court order

assistant: The best answer is A. holding the termination of parental rights does not necessarily mean that all bonds are broken between parent and child a court may allow some continued communication between the parent and children pending adoption and even after adoption if it determines that such contact is in the childrens best interest
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 the Employer has elected to apply Section 1.07(a)(3)(D), then, upon a Change in Control, notwithstanding any other provision of the Plan to the contrary, all Participant Accounts shall be 100% vested.

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: linden lab does not ensure continuous , error-free , secure or virus-free operation of the service , the software , the websites , the servers , or your account , and you understand that you shall not be entitled to refunds or other compensation based on linden lab 's failure to provide any of the foregoing other than as explicitly provided in this agreement .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at, sent by facsimile to, sent by courier (overnight or hand-delivered) at or mailed by registered mail, return receipt requested, to (a) in the case of the Issuer, to 2445 Technology Forest Blvd., Suite 800, The Woodlands, TX, 77381, (b) in the case of the initial Servicer or Conn Appliances, to 2445 Technology Forest Blvd., Suite 800, The Woodlands, TX, 77381, (c) in the case of the Trustee, to the Corporate Trust Office, (d) in the case of the Receivables Trust, to c/o Wilmington Trust, National Association, as Receivables Trust Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration – Conn’s Receivables 2018-A Trust and (e) in the case of each Rating Agency, the address specified in the Series Supplement; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party. Unless otherwise provided in the Series Supplement or otherwise expressly provided herein, any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Noteholder as shown in the Note Register. Any notice so mailed or published, as the case may be, within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice.

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 case excerpt and choose the best holding from the options. Case excerpt: be complete and that the requested information was therefore not necessary to evaluate her claim. It is the governmental agency that may, pursuant to Bivins, determine when a claim is capable of evaluation. Further, Crockett's eight-month delay in providing the requested information without any explanation of the reason for that delay was not responsive to Insurer's March 26 or May 9 requests for the information within fourteen days. Again, once a request for information to evaluate the claim has been filed, Bivins does not contemplate that the claimant then controls when the 90-day period begins to run. 17 Second, a request for information does not always erase the 90-day time period. See Trent By and Through Trent v. Bd. of County Comm'rs of Johnston County, 1988 OK 15, 755 P.2d 615 (<HOLDING>); Doe v. Indep. School Dist. No. I-89, 1988 OK Options: A. holding the sixyear limitations period begins to run upon date that payment is made B. holding that limitations period begins to run on date notice was received at claimants residence even if claimant did not receive it until a later date C. holding that limitation period begins to run at the time of the breach D. holding that the 90day evaluation period begins to run from the time notice of a claim has been filed even though the public agency requests additional information after that date E. holding that the statute of limitations period begins to run when the allegedly discriminatory pension plan is applied to the plaintiffs and leaving determination of the actual date the statute begins to run on each claim to the district court

assistant: The best answer is D. holding that the 90day evaluation period begins to run from the time notice of a claim has been filed even though the public agency requests additional information after that date
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: voluntary dismissal by stipulation under Rule 41 (a)(1)[ (A) ](ii) is of right, cannot be conditioned by the court, and does not call for the exercise of any discretion on the part of the court.”). 10 . See also Bechuck v. Home Depot U.S.A., Inc., 814 F.3d 287, 292-93 (5th Cir. 2016) (“Court-ordered sanctions should be neither ‘a consequence’ of a voluntary dismissal without prejudice nor a ‘condition’ placed upon such dismissal.” (quoting Cooter &Gell, 496 U.S. at 396-97, 110 S.Ct. 2447)); Predator Int'l, Inc. v. Gamo Outdoor USA, Inc., 793 F.3d 1177, 1188 (10th Cir. 2015) (“Forum shopping is not an improper purpose [under Rule 11] if a ground for federal jurisdiction arguably exists.” (alteration in original) (quotation omitted)); Pedrina v. Chun, 987 F.2d 608, 610 (9th Cir. 1993) (<HOLDING>). 11 . We also held that the district court Options: A. holding that plaintiffs were entitled to vacate final order of dismissal as void when they did not receive the motion for dismissal or notice of the hearing on the order until after the dismissal was entered B. holding that default judgment could not be rendered after the defendant had served plaintiff with a copy of a motion to dismiss that had not then been filed C. holding district court had no authority to require plaintiffs to obtain courts permission to dismiss defendant who had not served answer or motion for summary judgment as plaintiffs had absolute right to dismissal without prejudice and thus court could not sanction plaintiffs for filing notice of voluntary dismissal rather than motion D. holding that district court has discretion when deciding to convert a defendants motion to dismiss to a motion for summary judgment E. holding that a review committee of the kansas board for discipline of attorneys had the authority to dismiss a complaint against an attorney with or without prejudice and when dismissal was ordered without specifying the nature of the dismissal the dismissal was without prejudice to the filing of later proceedings on the same matter

assistant: The best answer is C. holding district court had no authority to require plaintiffs to obtain courts permission to dismiss defendant who had not served answer or motion for summary judgment as plaintiffs had absolute right to dismissal without prejudice and thus court could not sanction plaintiffs for filing notice of voluntary dismissal rather than motion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: While you are employed hereunder, the Company will pay you a base salary at the annual rate of no less than $225,000 per year (the “Base Salary”). You may be eligible for an annual salary increase in the good faith determination of the Company and the Compensation Committee of its Board of Directors. The Company will pay such Base Salary on a semi-monthly basis in accordance with the Company’s normal payroll practices and will deduct from each monthly salary payment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which you participate.

assistant: Base Salary
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 of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, that determination will not impair or affect the validity, legality, or enforceability of the remaining provisions, because each provision is separate, severable, and distinct.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: deleting your account on tinder or deleting the tinder application from your device does not cancel your subscription ; tinder will retain all funds charged to your iap account until you cancel your subscription through your iap account .

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: Borrower represents and warrants to Lender that the execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all necessary action on the part of Borrower and do not contravene the Borrower's Organizational Documents, do not contravene any provision of, or constitute a default under, any material indenture, mortgage, contract, or other instrument to which Borrower is a party or by which it is bound, and that upon execution and delivery thereof, the Loan Documents will constitute legal, valid, and binding agreements and obligations of Borrower, enforceable in accordance with their respective terms.

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 legal provision and list the applicable contract clause categories. Provision: To the Borrower’s knowledge, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or threatened against or affecting Borrower, Guarantor or the Project, which actions, suits or proceedings, if finally and adversely determined against Borrower, Guarantor or the Project, could materially adversely affect Borrower’s or Guarantor’s ability to perform their obligations under this Agreement or the condition or ownership of the Project.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding Section 3 of the Agreement, in the event of a corporate transaction or a Change in Control as set forth in Section 2.11 of the Plan, adjustments to the terms and conditions of the French Qualifying Options or underlying Shares may be made only in accordance with the Plan and the Nonqualified Stock Option Agreement, in which case such Options might no longer qualify as French Qualifying Options under the French Commercial Code.

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 legal provision and list the applicable contract clause categories. Provision: (a) Each person who is or shall have been a member of the Committee or its delegate shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party, or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.

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: No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the Transactions or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

assistant: Disclosures
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: 10.2 viber reserves the right to refuse a refund request if it reasonably believes or suspects ( i ) that you are trying to unfairly exploit this refund policy , for example , by making repetitive refund requests in respect of the same product or feature ; ( ii ) that you are in breach of the terms of this license ; ( iii ) that you are using any of our products fraudulently or that your user account is being used by a third party fraudulently ; or ( iv ) that you purchased your credit through a third party service and the terms of such third party do not allow such refund .

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 case excerpt and choose the best holding from the options. Case excerpt: See, e.g., Employers Liab. Assurance Corp., 224 A.2d at 623. Nor does Section 2719 of the UCC apply. Instead, Pennsylvania common law controls the enforceability of the “Limitation of Liability” provision here and makes clear that said limitation is valid and enforceable. Lobianco, 437 A.2d at 420-21 (although case involved a sale of goods under Article 2 of UCC, court found § 2719(c) not applicable and therefore applied Pennsylvania common law in holding that a limitation of liability provision in contract for installation of security alarm system limiting liability to cost of repairs was enforceable, and noting clauses limiting liability in security alarm cases have uniformly been upheld in non-UCC cases); Wedner v. Fidelity Sec. Sys., Inc., 228 Pa.Super. 67, 307 A.2d 429, 432 (1973) (<HOLDING>); Magar v. Lifetime, Inc., 187 Pa.Super. 143, Options: A. holding that nolostprofits clause in parties agreement was not unconscionable as a matter of law in part because similar clause had been in the agreement between the parties for years B. holding that a limitation on liability for stolen property in a contract between a jeweler and a burglar alarm company was valid and did not invoke the public service exception where the contractual provision in question was set out in the contract in bold print and neither party contended that the contract in question was not signed by it nor does the plaintiff deny its contents C. holding in contract for burglar alarm system limitation of liability provision as to damages resulting from vendors own negligence was enforceable and not against public policy or unconscionable where agreement was between two private businesses and plaintiff had 20 years experience with similar provisions in similar service contracts with a competitor of the defendant D. holding similar agreement void on public policy grounds E. holding contract not unconscionable where parties were of equal bargaining power plaintiff had opportunity to have an attorney review the contract the contract was clear and easily read the plaintiff had been a party to similar contracts in the past and was under no financial pressure to sign the con tract

assistant: The best answer is C. holding in contract for burglar alarm system limitation of liability provision as to damages resulting from vendors own negligence was enforceable and not against public policy or unconscionable where agreement was between two private businesses and plaintiff had 20 years experience with similar provisions in similar service contracts with a competitor of the defendant
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: jury’s verdict.” Brecht, 507 U.S. at 637, 113 S.Ct. 1710; see also Penry v. Johnson, 532 U.S. 782, 795, 121 S.Ct. 1910, 150 L.Ed.2d 9 (2001) (same). To the extent Atwood objects to the application of the “substantial and injurious effect or injury” harmless error standard in evaluating this claim, the objection is overruled. 3. Analysis a. Waiver Atwood’s first objection is directed at Judge Zoss’s finding that he waived his right to be present. In his Report and Recommendation, Judge Zoss found that because Atwood failed to request his presence when the trial judge communicated the information regarding the threat to the jury, and in the absence of any legal authority placing an affirmative duty on the trial judge to ensure his presence at this meeting, Atwood waived his h Cir.1961) (<HOLDING>), cert. denied, 369 U.S. 825, 82 S.Ct. 840, 7 Options: A. holding that drug felony under state law can constitute an aggravated felony for federal sentencing guidelines purposes even if the same conduct would not constitute a felony under federal law B. recognizing that the right to be present can be waived in noncapital felony federal cases C. holding that defendants in noncapital trials have no constitutional right to present mitigating evidence in a separate penalty proceeding D. recognizing that immunity may be waived E. recognizing constitutional right to be present when sentence is imposed

assistant: The best answer is B. recognizing that the right to be present can be waived in noncapital felony federal cases
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: (stating that the certification and execution requirement contained in the formal application form “is an essential element of the form prescribed by the Secretary and affords evidentiary significance to the statements contained on the application and serves as a release to allow VA to obtain the applicant’s medical records”). To the extent that no formal finding has been made that the Secretary’s interpretation of sections 501(a)(2) and 5101(a), contained in § 3.155(a), as requiring that VA receive a formal application form before benefits may be paid is a valid exercise of the Secretary’s rulemaking authority, we make such a finding today. , See Mayo Foundation for Medical Educ. and Research v. United States, — U.S. -, 131 S.Ct. 704, 711, 178 L.Ed.2d 588 (2011) (Mayo Foundation) (<HOLDING>). 2. Timing and Effect of Return of Formal Options: A. holding that legislative regulations are given controlling weight unless they are arbitrary capricious or manifestly contrary to the statute B. holding that under chevron usa inc v natural res def council inc 467 us 837 104 sct 2778 81 led2d 694 1984 courts may not disturb an agency rule unless it is arbitrary or capricious in substance or manifestly contrary to the statute C. holding that under chevron step two courts may not disturb an agency rule unless it is arbitrary or capricious in substance or manifestly contrary to the statute internal quotations omitted D. holding the court will not disturb the decision of the abcmr unless it was arbitrary capricious contrary to law or unsupported by substantial evidence E. holding that regulations promulgated pursuant to an express congressional grant of rulemaking authority will be upheld unless they are arbitrary capricious or manifestly contrary to the statute

assistant: The best answer is B. holding that under chevron usa inc v natural res def council inc 467 us 837 104 sct 2778 81 led2d 694 1984 courts may not disturb an agency rule unless it is arbitrary or capricious in substance or manifestly contrary to the statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we 've recently updated our : ( 1 ) terms of service , ( 2 ) payments terms of service , and ( 3 ) privacy policy ( collectively , `` terms '' ) .

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 of a Change in Control (as defined in the Plan), the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror" ), may, without the consent of any Participant, either assume the Company's rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiror's stock. In the event the Acquiror elects not to assume or substitute for outstanding Options in connection with a Change in Control, the Committee shall provide that any unexercised and/or unvested portions of outstanding Options shall be immediately exercisable and vested in full as of the date thirty (30) days prior to the date of the Change in Control. The exercise and/or vesting of any Option that was permissible solely by reason of this Section 11 shall be conditioned upon the consummation of the Change in Control. Any Options which are not assumed by the Acquiror in connection with the Change in Control nor exercised as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control.

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 case excerpt and choose the best holding from the options. Case excerpt: of the Conch Republic. Although Sterling did not specifically claim to be an official “duly accredited ... to the United States,” his presentation of this credential supported such an inference. See Callaway, 446 F.2d at 754 (“[A]ny misrepresentation designed to obtain something of value implies the representation that the status, which would produce the thing of value sought, exists in the person making the misrepresentation.”). Furthermore, the card stated that, based on his status as a diplomat, Sterling was “officially immune from traffic infractions, detention, arrest, or civil and criminal prosecution.” Officer Preston testified that this notice led him to give Sterling a warning rather than a speeding ticket. See United States v. Rippee, 961 F.2d 677, 679 (7th Cir.1992) (<HOLDING>). Based on this evidence, a reasonable jury Options: A. holding determination of property value in case to decide if assessed value was excessive is not a liquidated demand where only evidence of property value was the conclusory allegation of value in plaintiffs unsworn petition B. recognizing this presumption C. recognizing this type of forbearance from prosecution as something of value D. recognizing this as the general rule E. recognizing this rule

assistant: The best answer is C. recognizing this type of forbearance from prosecution as something of value
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of clause (b) of this Section, (ii) by way of participation in accordance with the provisions of clause (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 not be assigned or otherwise transferred (including in the event of a change of control or comparable transaction) by a Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Flextronics shall be permitted to assign the benefits of this Agreement, in whole or in part, to any Affiliate, provided that Flextronics shall remain liable for all of its obligations under this Agreement notwithstanding any such assignment. Any purported assignment in violation of this Section 7.4 shall be void.

assistant: Assignments
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 Loan Parties shall deliver to Collateral Agent, within thirty (30) days after the Closing Date (or any longer period Collateral Agent agrees to in its sole discretion), insurance endorsements (in form and substance reasonably satisfactory to Collateral Agent) naming Collateral Agent as lenders loss payee or additional insured, as applicable, and containing the provision that the Purchasers be given thirty (30) days written notice of intent to terminate such insurance policy by the Borrower, any of its Subsidiaries, or the insuring company.

assistant: Insurances