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: with the state court judgment. Feldman, 460 U.S. at 483 n. 16, 103 S.Ct. 1303. The Rooker-Feldman doctrine applies as long as the party had a reasonable opportunity to raise his federal claims in the state court proceedings. Wood v. Orange County, 715 F.2d 1543, 1547 (11th Cir.1983). Dale, 121 F.3d at 626. A federal suit is so intertwined with the earlier state court judgment “if the federal claim succeeds only to the extent that the state court wrongly decided the issues before it.” Pennzoil Co. v. Texaco, Inc., 481 U.S. 1, 25, 107 S.Ct. 1519, 95 L.Ed.2d 1 (1987) (Marshall, J., concurring). Datz v. Kilgore, 51 F.3d 252 (11th Cir.1995). The Rooker-Feldman doctrine also applies to bar federal review of state court convictions. See Jones v. Crosby, 137 F.3d 1279 (11th Cir.1998) (<HOLDING>); Datz v. Kilgore, 51 F.3d 252 (11th Cir.1995). Options: A. holding that the state law of collateral estoppel applies in civil rights actions brought under 42 usc 1983 B. holding that person in 42 usc 1983 does not include states C. holding that a defendant cannot utilize 42 usc 1983 to recast his claim and thereby obtain collateral review in federal court of the state court decision denying his application for a stay D. holding that a state is not a person under 42 usc 1983 E. holding that a state prisoner may not challenge the constitutionality of his conviction in a suit for damages under 42 usc 1983

assistant: The best answer is C. holding that a defendant cannot utilize 42 usc 1983 to recast his claim and thereby obtain collateral review in federal court of the state court decision denying his application for a stay
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 shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: establish prior use in commerce.” Housing, 1997 WL 349949, at *11. “[S]uch ‘analogous use’ of a mark ‘has consistently been held sufficient ... to establish priority rights as against subsequent users of the same or similar marks,’ as long as the use is ‘open and notorious’ or is ‘of such a nature and extent that the [mark] has become popularized in the public mind.’.” Id. at *12 (internal citations omitted). IHE’s proffered evidence is insufficient to show use in commerce of its marks because the evidence demonstrates no deliberate and continuous actual or analogous use of the marks in the ordinary course of trade. The undisputed facts demonstrate that, over the two-year period in question, IHE’s use of the marks in the provision of services was limited ciete Anonyme, 495 F.2d at 1272 (<HOLDING>). Nor does IHE’s evidence demonstrate use of Options: A. holding that the continued use of licensed trademark after termination of franchise agreement constituted trademark infringement and breach of contract B. holding that an exclusive license standing alone did not bar sales to a store that would resell the product within the exclusive territory of a different company and noting that there was no restriction against bona fide sales to an independent vendor even with knowledge that some products may be resold into another territory C. recognizing that generic marks are not subject to trademark protection D. holding that proof of unauthorized use of an original trademark by one whose license to use the trademark had been terminated is sufficient to establish the likelihood of confusion prong E. holding that 89 sales in 20 years was not the kind of bona fide use intended to afford a basis for trademark protection

assistant: The best answer is E. holding that 89 sales in 20 years was not the kind of bona fide use intended to afford a basis for trademark protection
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company is authorized to withhold (from any compensation or benefits payable hereunder to Employee) such amounts for income tax, social security, unemployment compensation and other taxes as shall be necessary or appropriate in the reasonable judgment of the Company to comply with applicable laws and regulations.

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 legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (A) a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person, (B) a Defaulting Lender, (C) any Loan Party or any of Affiliate or Subsidiary of any Loan Party or (D) a Prohibited Transferee) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each Subsidiary has (a) timely filed or caused to be filed all Tax returns and reports required to have been filed, except to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (b) paid or caused to be paid all Taxes required to have been paid by it (including in its capacity as withholding agent), except (i) any Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which the Company or such Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP or (ii) to the extent that the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. There is no current or proposed tax assessment, deficiency or other claim against the Company or any of the Subsidiaries that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement amends and restates the Original Agreement and, with the Related Agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement does not, and is not intended to, confer any rights or remedies upon any person other than the Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Subscriber of this Agreement and each of the Rights Agreements (a) has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (b) do not and will not (i) contravene the terms of any of the Subscriber’s organization documents, or (ii) conflict with or result in any breach or contravention of any contractual obligation to which the Subscriber is a party, any Applicable Law, or any order, injunction, writ or decree of any governmental authority or any arbitral award to which the Subscriber or their respective property is subject, except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

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: without any governing agreement. Furthermore, the September OC provides that “a contract of sale will come into being no sooner than the date on which the relevant class has been priced and the Initial Purchasers have confirmed the allocation of Securities to be made to such prospective investor” (at v). This provision implies that a contract came into being at least by the time of closing, if not earlier. The contract can be loosely described as an agreement to invest in the CDO identified in the marketing materials; its precise terms must be determined through an analysis of the marketing materials, oral statements, and the established course of dealing as it was understood when the commitment was made. See Lowenstein v. Lombard, Ayres & Co., 164 N.Y. 324, 333, 58 N.E. 44 (1900) (<HOLDING>). Plaintiff performed its obligation to Options: A. holding that enforcement of alleged oral representations made prior to execution of written contract was barred by the parol evidence rule and the explicit integration clause B. holding that there was no evidence that parties actually agreed to modify stock purchase agreement and thus contract was effective as originally written C. holding rule 16 does not apply to oral statements other than statements of the defendant D. holding that when the courts oral statements in the plea colloquy conflict with the written agreement the courts oral statements control E. holding that as a matter of evidence juries may properly consider prior oral and written statements for the purpose of defining the contract that was actually made

assistant: The best answer is E. holding that as a matter of evidence juries may properly consider prior oral and written statements for the purpose of defining the contract that was actually made
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: Marketer shall use commercially reasonable efforts to (i) collect all production funds from the purchasers of such Producer’s Hydrocarbons, (ii) arrange for the timely payment of severance taxes to any Governmental Authorities, (iii) make timely payment to royalty owners and third party working interest owners, and (iv) remit to Partnership its net proceeds from the sale of Producer’s Hydrocarbons after making all necessary or appropriate allocations and distributions in connection with the receipt of such proceeds in accordance with Section 3.1. The Parties recognize that the calculation and payment of severance taxes and royalty payments set forth above may be based upon estimates at the time of the payment of the Net Amount in accordance with Section 3.1 and that positive or negative adjustments to the Net Amount for prior Months shall be made as soon as practicable following receipt of available information regarding actual severance tax and royalty payments.

assistant: Payments
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: charging Morales contained two counts: a conspiracy count involving one kilogram or more of heroin and a substantive count involving 100 grams or more of heroin. The reference to Section 841(b)(1)(B) clearly informed Morales that the government would seek and the District Court would be required to impose a sentence of at least ten years on the substantive count. Morales contended at sentencing that he went to trial because he believed that the only mandatory minimum the government would seek was the ten years authorized by Section 841(b)(1)(B). This argument has some force because lack of an affirmative obligation to convey information does not necessarily excuse the giving of potentially misleading incomplete information. Cf. United States v. Couto, 311 F.3d 179, 187-88 (2d Cir.2002) (<HOLDING>). Nevertheless, because Section 851 does not Options: A. holding that attorneys failure to timely file application for suspension of deportation despite contrary representations to client constituted ineffective assistance B. holding that although we had previously held that an attorneys failure to inform his or her client of the immigration consequences of a conviction was not ineffective assistance actively misleading the client concerning these consequences was ineffective assistance C. holding that the ineffective assistance of counsel claim fails because there is no duty to inform a client about conviction at trial of a lesser included offense when such a possibility is nonexistent D. holding that defendant may raise claim of ineffective assistance of counsel on direct appeal only if ineffective assistance is conclusive from the record E. holding that failure to object to admissible evidence was not ineffective assistance of counsel

assistant: The best answer is B. holding that although we had previously held that an attorneys failure to inform his or her client of the immigration consequences of a conviction was not ineffective assistance actively misleading the client concerning these consequences was ineffective assistance
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 no Loan Party may 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 Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) 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 subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Persons of each of the Credit Parties) 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: To its knowledge, DEAC, each of its Subsidiaries and each of their respective affiliates has been and is in compliance with, and has not received any notice of any violation of any, applicable law, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC, or the applicable securities laws and rules and regulations of any state. DEAC is not an "investment company" as such term is defined by the Investment Company Act of 1940, as amended. To its knowledge, each of DEAC and its Subsidiaries possess from the appropriate Governmental Authority all licenses, permits, authorizations, approvals, franchises and rights that are necessary for WOD to engage in its business as currently conducted and to permit DEAC and each of its Subsidiaries to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "DEAC Permits "). DEAC has not received notice from any Governmental Authority or other Person that it is lacking any license, permit, authorization, approval, franchise or right necessary for DEAC to engage in its business as currently conducted and to permit DEAC to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, DEAC Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or to the knowledge of DEAC, does circumstances exist that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any DEAC Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any DEAC Permit. DEAC has not received notice from any Governmental Authority or any other Person regarding: (i) any actual, alleged, possible or potential contravention of any DEAC Permit; or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any DEAC Permit. To its knowledge, all applications required to have been filed for the renewal of such have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such DEAC Permits have been duly made on a timely basis with the appropriate Persons. All DEAC Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure by the Lender to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: expression as a factor in deciding not to continue with the trash hauling contract at the end of the contract’s annual term.” Id. The court expressly declined to rule on Defendants’ claim that their actions were protected by legislative immunity, but held, alternatively, that Defendants were entitled to qualified immunity from damages for their actions. Finally, the district court held that Mr. McClure was additionally entitled to summary judgm holding that fee agents who were not employees but were “ ‘more in the nature of independent contractors’ ” who were dismissed following a change in administration were not protected by the First Amendment), cert. denied, 459 U.S. 878, 103 S.Ct. 174, 74 L.Ed.2d 143 (1982); Ambrose v. Knotts, 865 F.Supp. 342, 345 (S.D.W.Va. Oct. 17, 1994) (<HOLDING>); O’Hare Truck Serv., Inc. v. City of Options: A. holding that independent contractor claiming denial of public contract because of political affiliation was not protected by first amendment B. holding that independent contractor claiming termination of contract because of lobbying and other political activities not protected by first amendment C. holding that independent contractor claiming termination of contract because of political affiliation not protected by first amendment D. holding that it was not clearly established that independent contractor claiming denial of public contract because of political affiliation was protected under first amendment E. holding that independent contractor claiming termination of contract in retaliation for petition was not protected by first amendment

assistant: The best answer is E. holding that independent contractor claiming termination of contract in retaliation for petition was not protected by first amendment
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: Co v Long, 588 F2d 538, 541 (CA 6, 1978); Nix v Spector Freight Sys, Inc, 264 F2d 875, 877 (CA 3, 1959). 62 As previously noted, one of the fundamental purposes of the CLA is to protect contractors, workers, and suppliers by providing a method to secure payment for their labor and materials. 63 The dissent frets that allowing attorney fees when a party prevails on the related contract action will open the floodgates to claims for attorney fees under § 118(2) any time a party prevails on other, unspecified, ancillary claims. However, it is hard to imagine other ancillary claims bearing as close a relationship as the lien foreclosure and underlying contract claims. The plain language of the CLA contemplates that a party may achieve its main objective thro 3 Wy 31, ¶ 9; 64 P3d 739 (2003) (<HOLDING>); Murphy v Nat’l Union Fire Ins Co, 438 Mass Options: A. holding continuing controversy not moot B. holding that payment does not moot a confirmation request C. holding that a trial court may deny a confirmation motion when satisfaction has rendered the controversy moot D. holding that dismissal for failure to prosecute rendered moot any prior ruling of the district court E. holding a case becomes moot when a ruling will have no practical effect upon the existing controversy

assistant: The best answer is C. holding that a trial court may deny a confirmation motion when satisfaction has rendered the controversy moot
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: that changed a previously certified class from opt-out to mandatory that “[t]o deny interlocutory appeal in this situation, when class counsel agrees to a fundamental restructuring of the class to which they were once opposed, aggravates those concerns.” De Los Santos, 933 S.W.2d at 495. However, the De Los Santos court did not hold, as Citgo suggests, that a conflict of interest alone, even if one is created, transforms an order that is not otherwise subject to interlocutory appeal into one that is. We do not have jurisdiction over an interlocutory order disposing of matters incidental to class certification unless the order also certifies or refuses to certify the class. See American Express Travel Related Servs. Co. v. Walton, 883 S.W.2d 703, 707 (Tex.App.-Dallas 1994, no writ) (<HOLDING>). THE SUBSTANCE AND PRACTICAL EFFECT OF THE Options: A. holding that section 51014a3 conferred jurisdiction over complaints about notice and class size only because the trial court disposed of those issues in its order certifying the class B. holding that to maintain a class action the existence of the class must be pleaded and the limits of the class must be defined with some specificity C. recognizing cause of action by class member against class counsel for negligence in providing notice D. holding that the district court did not abuse its discretion in certifying the class but suggesting that prior to trial the district court ensure that appropriate subclasses are identified E. recognizing a narrow class of cases in which the termination of the class representatives claim for relief does not moot the claims of the class members

assistant: The best answer is A. holding that section 51014a3 conferred jurisdiction over complaints about notice and class size only because the trial court disposed of those issues in its order certifying the class
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 Term and thereafter for a period of [***] years, each Party shall procure and maintain adequate insurance coverage with internationally-reputable company or a program of self-insurance (which shall be of types and amounts sufficient to cover the liabilities hereunder, contingent or otherwise of such Party and its Affiliates). It is understood that such insurances shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under this Section 15 . Each Party shall provide the other Party with written evidence of such insurance upon request. Each Party shall provide the other Party with written notice at least [***] days prior to the cancellation, non-renewal or material change in the insurance coverage.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant acknowledges and agrees that the Participant has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understands all provisions of the Award.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT NO. 3 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or hypothetical), which is fairly traceable to the challenged action of the defendant, and that is likely to be redressed by a favorable decision (instead of merely speculative). (Doc. 18 at 1) (citing White’s Place, Inc. v. Glover, 222 F.3d 1327, 1329 (11th Cir.2000)). The JIC Defendants claim that "Plaintiffs have failed to demonstrate that each of these standing requirements are in fact satisfied.” Id. 30 .The JIC Defendants argue that "[h]ere, Plaintiffs are challenging the constitutionality of a non-binding advisory opinion, not the validity of the Canon which were interpreted in the advisory opinion and not the authority of the JIC to render the opinion[,]” and that "[bjecause the opinion does not represent 'a rule or regulation of an admin S.Ct. 956, 22 L.Ed.2d 113 (1969) (<HOLDING>); and, Renne v. Geary, 501 U.S. 312, 321-22, Options: A. recognizing standing of congressman udall as a congressman and as a committee chairman B. holding that there was no standing where the prospective future candidacy of a former congressman was involved C. holding that citizen did not have standing where there was no showing of a procedural irregularity D. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable E. holding there was no claim and no basis for a claim of surprise concerning allegation of a former conviction

assistant: The best answer is B. holding that there was no standing where the prospective future candidacy of a former congressman was involved
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 of the Lenders and the L/C Issuers hereby irrevocably appoints DBNY to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 10.05 and 10.06 , the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

assistant: Authority
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: Lenders agree to indemnify Agent (to the extent not reimbursed by Borrowers hereunder and without limiting the Obligations of Borrowers hereunder) ratably, in accordance with their Pro Rata Shares, for any and all claims of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Financing Agreement or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that Agent is obligated to pay hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided , that , no Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the party to be indemnified as determined by a final non-appealable judgment of a court of competent jurisdiction.

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 case excerpt and choose the best holding from the options. Case excerpt: evidence is so critical to the defense as to render the trial fundamentally unfair, we would have little difficulty concluding on the facts before us that this is not such a case. Id. at 1300. At the hearing on Gutierrez’s motion to dismiss, the district court noted: [Gutierrez] is still free to argue these claims to the jury, which in fact, in my view, provides him with an avenue that he might not have had if the evidence had been preserved. Similarly, the defendant’s expert, if you have one, would still be able to provide testimony about how the firearm could have been expelled from the vehicle after the crash, even without knowing the exact speed and impact that may or may not have been shown by the vehicle’s black box or sensors. (R. Vol. 3 at 220-21.); see Hood, 615 F.3d at 1300 (<HOLDING>). It is highly unlikely Gutierrez’s defense Options: A. holding that unpleaded affirmative defense was properly considered by the district court where plaintiff had notice of the defense and an opportunity to respond B. holding that it is not reversible error to reject a defendants proposed instruction on his theory of the ease if other instructions adequately cover the defense theory internal quotation marks omitted C. holding hood had ample opportunity to advance his defense theory before the jury in other ways D. holding that the jury need not agree on the theory supporting the conviction if there is sufficient evidence to support either theory E. holding that the district court did not err in continuing the trial without defendant when the trial had commenced in defendants presence he vigorously expressed his desire to be absent he was given ample opportunity to change his mind despite the disturbance he had created he had competent counsel and he knew of his right to be present

assistant: The best answer is C. holding hood had ample opportunity to advance his defense theory before the jury in other ways
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: documents that may be exempt from disclosure under the Sunshine Law. See Chasnoff v. Bd. of Police Comm’rs, 334 S.W.3d 147, 150 (Mo.App. E.D.2011) (noting trial court reviewed investigative file log of 59 documents in camera to determine disclosure under Sunshine Law); Bill, 935 S.W.2d at 663 (noting trial court granted in camera review of retirement benefit records of government employees; subsequently finding records exempt from disclosure under Sunshine Law); accord State ex rel. Lester E. Cox Med. Ctr. v. Keet, 678 S.W.2d 813, 815 (Mo. banc 1984) (in discovery context, trial court has discretion to examine privileged documents in camera to determine whether redaction and production of documents is appropriate); State ex rel. Fusselman v. Belt. 893 S.W.2d 898, 901 (Mo.App. W.D.1995) (<HOLDING>). In light of the Sunshine Law and the Missouri Options: A. holding that trial court properly refused to permit disclosure of privileged communications in part because use of the privileged information was not essential to the defense B. holding that where a party claims a document is privileged and the trial court fails to conduct an in camera review or balancing test the trial court has departed from the essential requirements of the law C. holding the government has an affirmative duty to disclose exculpatory evidence to a criminal defendant D. holding in camera review by trial court to determine whether crime stoppers information contained brady information would meet the balance of defendants constitutional rights against the states interest in fostering law enforcement E. holding trial court should have reviewed records requested by criminal defendant in camera to determine whether they contained exculpatory evidence while protecting against unnecessary publication of privileged information

assistant: The best answer is E. holding trial court should have reviewed records requested by criminal defendant in camera to determine whether they contained exculpatory evidence while protecting against unnecessary publication of privileged information
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 Court, therefore, will substitute the District of Columbia as the defendant in place of defendants 1-3, listed above. See Kranz, 842 F.Supp.2d at 16 n. 1; Waker v. Brown, 754 F.Supp.2d 62, 65 (D.D.C.2010) (substituting the District of Columbia for the mayor, police chief, and Department of Corrections); Henneghan v. D.C. Pub. Schs., 597 F.Supp.2d 34, 37 (D.D.C.2009) (substituting the District of Columbia for DCPS). 4 . In the instant action, because the plaintiff is proceeding pro se, she was provided with an order on December 11, 2013, outlining the requirements for responding both to a motion under Federal Rule of Civil Procedure 12(b)(6) and under Federal Rule of Civil Procedure 56. See Dec. 11, 2013 Order, ECF No. 9; see also Fox v. Strickland, 837 F.2d 507, 509 (D.C.Cir.1988) (<HOLDING>); Neal v. Kelly, 963 F.2d 453, 456 Options: A. holding a court can restrict future pro se pleadings if it first provides a pro se litigant notice and an opportunity to respond B. holding that a pro se party must be advised of consequences of failing to respond to a dispositive motion including an explanation that the failure to respond may result in the district court granting the motion and dismissing the case C. holding that the trial court did not err by failing to hold an oral hearing on a motion to dismiss an appeal because the appellant was afforded a full opportunity to respond to the motion D. holding that the district court must find a total failure to respond to the discovery requested E. holding that district court did not err in summarily granting defendants motion for summary judgment pursuant to local rule where pro se plaintiff failed to respond to motion after district court had warned plaintiff that it would deem his failure to respond a consent to granting of motion

assistant: The best answer is B. holding that a pro se party must be advised of consequences of failing to respond to a dispositive motion including an explanation that the failure to respond may result in the district court granting the motion and dismissing the case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including (iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly (other than a prepayment with the proceeds of Refinancing Term Loans) so notify the applicable Lenders. Each prepayment of the Term Loans under this Section shall be applied on a pro rata basis among the Initial Term Loans and, if applicable, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (as determined based on the then outstanding principal amount of each such Term Loan), except to the extent that any applicable amendment or other governing document implementing an Incremental Term Loan, Extended Term Loan and/or Refinancing Term Loan provides that the applicable Class of Term Loans made thereunder shall be entitled to less than pro rata treatment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein, and it supersedes all prior discussions, understandings or agreements between the parties. Any and all exhibits and/or schedules attached hereto are a part of this Agreement and are incorporated herein by reference. The parties acknowledge and agree that there are no third party beneficiaries of this Agreement other than Seller’s Indemnified Parties and Buyer’s Indemnified Parties.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the language of the mediation and/or arbitration shall be english , unless you do not speak english , in which case the mediation and/or arbitration shall be conducted in both english and your native language .

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: if left uncorrected; so clear-cut, so obvious, a competent judge should be able to avoid it without benefit of objection. 11 .Bordley v. State, 832 A.2d 1250 (Del.2003). 12 . Allen v. State, 868 A.2d 837, 839 (2005). 13 . See 24 Del. C. § 701, Chiropractic defined; limitation of chiropractic license. b. The practice of chiropractic includes, but in not limited to, the diagnosing and locating of misaligned or displaced verteg-rae (subluxation complex), using x-rays and other diagnostic test procedures. Practice of chiropractic includes the treatment through manipulation/adjustment of the spine and other skeletal structures and the use of adjunctive procedures not otherwise prohibited by the chapter. 14 . See, e.g., Lowman v. Kuecker, 246 Iowa 1227, 71 N.W.2d 586, 588 (Iowa, 1955) (<HOLDING>); Klein v. Harper, 186 N.W.2d 426, 431 (N.D., Options: A. holding that the term medical pertains to the science or art of preserving health and can be properly applied to the practice of chiropractic B. holding that the term medical as used in the hearsay exception regarding statements made for the purpose of medical diagnosis or treatment includes emotional and mental health as well as physical health C. holding that trade usage and custom can be applied to an undefined contract term D. holding that there can be no implied contractual term at variance with an express term of a contract E. recognizing an individuals right of privacy in the content of health records and noting that health records are the property of the health care entity maintaining them

assistant: The best answer is A. holding that the term medical pertains to the science or art of preserving health and can be properly applied to the practice of chiropractic
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 350 U.S. 413 76 S.Ct. 464 100 L.Ed. 486 The STATE of FLORIDA ex rel. Virgil D. HAWKINS, Petitioner,v.The BOARD OF CONTROL et al. No. 624. Decided March 12, 1956. Rehearing Denied April 23, 1956. See 351 U.S. 915, 76 S.Ct. 693. PER CURIAM. 1 The petition for certiorari is denied. 2 On May 24, 1954, we issued a mandate in this case to the Supreme Court of Florida. 347 U.S. 971, 74 S.Ct. 783, 98 L.Ed. 1112. We directed that the case be reconsidered in light of our decision in the Segregation Cases decided May 17, 1954, Brown v. Board of Education, 347 U.S. 483, 74 S.Ct. 686, 98 L.Ed. 873. In doing so, we did not imply that decrees involving graduate study present the problems of public elementary and secondary schools. We had theretofore, in three cases, ordered the admission of Negro applicants to graduate schools without discrimination because of color. Sweatt v. Painter, 339 U.S. 629, 70 S.Ct. 848, 94 L.Ed. 1114; Sipuel v. Board of Regents of University of Oklahoma, 332 U.S. 631, 68 S.Ct. 299, 92 L.Ed. 247; cf. McLaurin v. Oklahoma State Regents for Higher Education, 339 U.S. 637, 70 S.Ct. 851, 94 L.Ed. 1149. Thus, our second decision in the Brown case, 349 U.S. 294, 75 S.Ct. 753, 99 L.Ed. 1083, which implemented the earlier one, had no application to a case involving a Negro applying for admission to a state law school. Accordingly, the mandate of May 24, 1954, is recalled and is vacated. In lieu thereof, the following order is entered: 3 PER CURIAM. 4 The petition for writ of certiorari is granted. The judgment is vacated and the case is remanded on the authority of the Segregation Cases decided May 17, 1954, Brown v. Board of Education, 347 U.S. 483, 74 S.Ct. 686, 98 L.Ed. 873. As this case involves the admission of a Negro to a graduate professional school, there is no reason for delay. He is entitled to prompt admission under the rules and regulations applicable to other qualified candidates. Sweatt v. Painter, 339 U.S. 629, 70 S.Ct. 848, 94 L.Ed. 1114; Sipuel v. Board of Regents of University of Oklahoma, 332 U.S. 631, 68 S.Ct. 299, 92 L.Ed. 247; cf. McLaurin v. Oklahoma State Regents for Higher Education, 339 U.S. 637, 70 S.Ct. 851, 94 L.Ed. 1149. 5 Certiorari denied.

assistant: 2
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall be construed in accordance with and governed by the laws of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( 2 ) carry out any action with a disruptive effect , such as intentionally causing the chat screen to scroll faster than other users are able to read , or setting up macros with large amounts of text that , when used , can have a disruptive effect on the normal flow of chat , or using tools that distort or interfere with oral communication of the users ;

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: subject to your compliance with these conditions of use and any service terms , and your payment of any applicable fees , amazon or its content providers grant you a limited , non-exclusive , non-transferable , non-sublicensable license to access and make personal and non-commercial use of the amazon services .

assistant: None