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: and wife where defendants allegedly transferred stolen assets to United States), cert, denied, 490 U.S. 1035, 109 S.Ct. 1933, 104 L.Ed.2d 404 (1989); Bank of Crete, S.A. v. Koskotas, No. 88 CIV. 8412, 1991 WL 177287 at *6 (S.D.N.Y. Aug.30,1991)(illicit transfers to defendant’s personal accounts in New York served as predicate acts justifying RICO subject matter jurisdiction). Accordingly, Ms. Madanes’ allegations regarding Swansea and Niwer, when coupled with her claim that the attendant communications among the Defendants constituted predicate acts of mail and wire fraud, demonstrate for the limited purposes of this motion that conduct material to the completion of fraud occurred in the United States. Thai Airways, 842 F.Supp. at 1571; see Alfadda v. Fenn, 935 F.2d 475, 480 (2d Cir.) (<HOLDING>), cert. denied, 502 U.S. 1005, 112 S.Ct. 638, Options: A. holding that conspiracies can serve as predicate acts for a rico conspiracy B. holding that a purchase agreement for a foreign corporations stock is not subject to section 10b even if the closing occurred in the united states C. holding that predicate acts of securities fraud which occurred primarily in united states served as sufficient basis for rico subject matter jurisdiction in suit between predominantly foreign parties D. holding united states government is immune from rico suit E. holding that a state securities claim which alleged federal mail wire and securities violations as the predicate acts did not arise under federal law and thus did not create federal jurisdiction

assistant: The best answer is C. holding that predicate acts of securities fraud which occurred primarily in united states served as sufficient basis for rico subject matter jurisdiction in suit between predominantly foreign parties
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: stated above, the intervention is for the limited purpose of objecting to Judge Boyle’s decision. If the motions were denied, the Court would still have to address Liggett’s objections. Further, in an effort to avoid delaying these proceedings the putative intervenors have already filed their objections, the consideration of which are contingent upon the Court’s decision with respect to these motions. Accordingly, the Court finds that the only possible prejudice the plaintiffs might face is the added expense of answering the extra objections, a condition the Court finds an insufficient basis to deny the Rule 24 motions. (ii) Disposition of an interest which the intervenors would otherwise be unable to protect For the sake of brevity, the Court will address together both (3d Cir.1979) (<HOLDING>) (collecting cases). As the D.C. Circuit stated Options: A. recognizing intervention to assert both the attorneyclient and work product privileges B. holding declaration or affidavit must support work product claim for documents listed solely as work product on privilege log C. recognizing that a district court should allow intervention by a client in the first instance as soon as the attorneyclient privilege issue is raised D. holding that failure to timely assert attorneyclient privilege constitutes waiver E. recognizing that attorneys disclosure of confidential information may be judicially compelled in accordance with recognized exceptions to the attorneyclient and work product privileges

assistant: The best answer is A. recognizing intervention to assert both the attorneyclient and work product privileges
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: 1262, 1266 n. 7 (D.C.Cir.2008). Instead, "the canon of construction in favor of Indian tribes can trump the deference to agencies’ interpretations courts ordinarily give under Chevron and its progeny.” Maniilaq Ass'n, 72 F.Supp.3d at 232. There is good reason to believe that the canon trumps Auer deference as well. See Cobell v. Norton, 240 F.3d 1081, 1103 (D.C.Cir.2001) (" ‘Whenever doubt or ambiguity exists in federal statutes or regulations, such doubt is resolved in favor of the tribes.’ ” (emphasis added and brackets omitted) (quoting Jicarilla Apache Tribe v. Supron Energy Corp., 728 F.2d 1555, 1563 (10th Cir.1984) (Seymour, J., concurring in part and dissenting in part)); see also Navajo Health Found.— Sage Mem'l Hosp., Inc. v. Burwell, 100 F.Supp.3d 1122, 1175-76 (D.N.M.2015) (<HOLDING>). Indeed, such deference may be doubly Options: A. holding that an agencys interpretation of its own regulations is entitled to deference B. holding regulations entitled to chevron deference C. holding ceq regulations entitled to substantial deference D. holding that agency interpretation which is reasonable is entitled to deference E. holding that the secretary is not entitled to deference when construing the acts implementing regulations

assistant: The best answer is E. holding that the secretary is not entitled to deference when construing the acts implementing regulations
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 is personal to Employee, and neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee. The Company may assign this Agreement without Employee’s consent, including to any member of the Company Group and to any successor to or acquirer of (whether by merger, purchase or otherwise) all or substantially all of the equity, assets or businesses of the Company.

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 case excerpt and choose the best holding from the options. Case excerpt: is some delay which is presumptively prejudicial, there is no necessity for inquiry into the other factors that go into the balance.” Id. The actual length of delay necessary to warrant an application of the other factors in the balancing test is not defined by the Constitution, but must be considered in light of the circumstances of the particular case. Id. at 530-31, 92 S.Ct. at 2191-92. A delay of less than one year will rarely qualify as “presumptively prejudicial” for purposes of triggering the Barker inquiry. See Doggett v. United States, — U.S. -, - n. 1, 112 S.Ct. 2686, 2691 n. 1, 120 L.Ed.2d 520 (1992). The legally relevant delay in this case was only ninety-two days, a period insufficient to presume prejudice. See United States v. Vanella, 619 F.2d 384, 386 (5th Cir.1980) (<HOLDING>). Under Barker, we need not even consider the Options: A. holding that a relatively brief delay of less than one hundred days certainly does not rise to the level of presumptive prejudice B. holding thirty days in disciplinary segregation does not rise to the level of punishment invoking the due process clause C. holding that a limited financial hardship exception to the schools uniform policy does not rise to the level of a system of individualized exemptions D. holding any improper delegation did not rise to level of plain error E. holding that apprendi does not apply where the defendant was sentenced to less than the statutory maximum

assistant: The best answer is A. holding that a relatively brief delay of less than one hundred days certainly does not rise to the level of presumptive prejudice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, Note, Loan Documents, or other document, instrument, contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any failure of Lender to notify Guarantor of any such action.

assistant: Modifications
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 Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without the requisite affirmative approval of stockholders of the Company, make any amendment which requires stockholder approval under the Code or under any other applicable law or rule of any stock exchange which lists Common Stock or Company Voting Securities. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award.

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: Unless earlier terminated in accordance with Section 4 hereof, the term of Executive’s employment under this Agreement shall be the two-year period commencing on the Effective Date and ending on the second anniversary of the Effective Date (the " Scheduled Termination Date "), provided that the Executive’s employment may be terminated earlier by either the Executive or the Company at any time and for any reason or for no reason, but subject to the notice and other requirements set forth in Section 4 (the period of time, the Executive is commencing with the Effective Date until the termination of Executive's employment (but in no event later than the Scheduled Termination Date is referred to herein as the " Term ").

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The interest of each Participant in the Fund shall be distributed in the manner, in the amount, and at the time provided in this Article, except as provided in Article VIII and except in the event of the termination of the Plan. The provisions of this Article shall be construed in accordance with section 401(a)(9) of the Code and regulations thereunder, including the incidental death benefit requirements of section 401(a)(9)(G) of the Code.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President - Investments and Corporation agrees to employ and retain Officer in such capacity. Officer shall have such duties and responsibilities as may be prescribed by the Corporation’s Chief Executive Officer and/or the Board of Directors. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform his duties under this Agreement. Officer shall report to Corporation’s Chief Executive Officer and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Executive Vice President - Investments. Officer’s principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise provided under the terms of a Phantom Stock Agreement and subject to subsection (i) above, in the event a Participant elects to defer under this Plan any award of Restricted Stock that, in accordance with the director compensation program or policy then in effect, would have been subject to vesting or other forfeiture restrictions, then the corresponding Phantom Stock under this Plan and any earnings and dividends attributable thereto shall be subject to the same vesting and forfeiture restrictions as would have otherwise applied to such Restricted Stock and/or the earnings and dividends thereon, as applicable. In the event the Participant forfeits shares of Phantom Stock in accordance with the foregoing or the terms of a Phantom Stock Agreement, the Participant’s Equity Compensation Sub-Account shall be debited for the number of shares of Phantom Stock forfeited along with any earnings and dividends related to such shares.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any state or federal court sitting in the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking or obtaining such relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware and the federal and other state courts sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than such federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 9 hereof or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO ANY CONFLICT OR CHOICE OF LAW PRINCIPLES THAT MAY RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

assistant: Miscellaneous
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: An Other Stock-Based Award shall entitle the Participant to receive, at a specified date, payment of an amount equal to all or a portion of either (i) a specified or determinable number of shares of Stock granted by the Committee, (ii) the value of a specified or determinable number of shares of Stock granted by the Committee, or (iii) a percentage or multiple of the value of a specified number of shares of Stock determined by the Committee. At the time of the grant, the Committee must determine the specified number of shares of Stock or the percentage or multiple of the specified number of shares of Stock, as may be applicable; and the Performance Goals, if any, applicable to the determination of the ultimate payment value of the Other Stock-Based Award. The Committee may provide for an alternate percentage or multiple under certain specified conditions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall serve as "President" reporting to the Company's Board of Directors (the " Board "). In this role, the Executive shall be responsible for directing the Company with respect to strategic matters, with a primary focus on developing and implementing the Company’s acquisition strategy. The Executive will also retain the title of Chairman Emeritus. The Executive's principal place of employment shall be 601 Carlson Parkway, Suite 990, Minnetonka, Minnesota 55305.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Second Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Any signature page to this Second Amendment containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in keeping with the literal direction of the writ and order — not the mere fact of removal— that gives rise to Pahnke’s cause of action. We must therefore decide whether Pahnke’s immediate removal consistent with the express declaration of the writ and order is the kind of discretionary act that warrants the protection of official immunity. See Anderson, 678 N.W.2d at 656. A nondiscretionary, ministerial duty is one that is “absolute, certain, and imperative, involving merely the execution of a specific duty arising from fixed and designated facts.” Id. at 659 (quotation omitted). Minnesota appellate courts have recently applied the distinction between discretionary and ministerial duties to various law-enforcement actions. See, e.g., Mumm v. Mornson, 708 N.W.2d 475, 492 (Minn.2006) (<HOLDING>); Thompson, 707 N.W.2d at 675 (holding that Options: A. holding that police officers have no affirmative duty to search out favorable evidence for the defendant B. holding that police officers have a duty to conduct an investigation into the basis of the witness report C. holding that officers were entitled to qualified immunity where defendant officers could have reasonably believed that they were given sufficient third party consent to search D. holding that police officers sued in their official capacity are not liable for a violation of a privacy interest where the police department did not have a policy of deliberately failing to train its officers with respect to the confidentiality of records E. holding that policy requiring police officers to discontinue vehicular pursuit if they could establish offenders identity imposed a ministerial duty and that officers did not have discretion to ignore the policy

assistant: The best answer is E. holding that policy requiring police officers to discontinue vehicular pursuit if they could establish offenders identity imposed a ministerial duty and that officers did not have discretion to ignore the policy
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 Loan Party and each other Material Subsidiary is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for non-compliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions applicable to any Loan Party, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

assistant: Anti-Corruption 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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 425 U.S. 559 96 S.Ct. 1752 48 L.Ed.2d 169 DREW MUNICIPAL SEPARATE SCHOOL DISTRICT et al., petitioners,v.Katie Mae ANDREWS et al. No. 74-1318. Supreme Court of the United States May 3, 1976 On writ of certiorari to the United States Court of Appeals for the Fifth Circuit. PER CURIAM. 1 The writ of certiorari is dismissed as improvidently granted.

assistant: 9
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: have moved for summary judgment does not permit the entry of a summary judgment if disputes remain as to material facts. However, cross motions for summary judgments do authorize the court to assume that there is no evidence which needs to be considered other than that which has been filed by the parties. Harrison W. Corp. v. Gulf Oil Co., 662 F.2d 690, 692 (10th Cir.1981) (citations omitted). See Sec. & Exch. Comm’n v. Am. Commodity Exch., Inc., 546 F.2d 1361, 1366 (10th Cir.1976)(“[F]iling of cross-motions under Rule 56, F.R. Civ. P. raises the inference that there is no evidence other than the pleadings and supporting instruments to be considered, and so the trial court need only examine those materials in ascertaining whether an issue of material fact exists.” (8th Cir.1996)(<HOLDING>). “The district court has discretion to go Options: A. holding that the district court has no affirmative obligation to plumb the record to procure material facts B. holding that a failure to advise even when the defendant has an affirmative obligation to do so is not the same as engaging in affirmative misconduct C. holding state has affirmative duty to disclose favorable and material evidence to defense D. holding that the court has an affirmative obligation to ensure that it is acting within the scope of its jurisdictional authority E. holding that the court had no obligation to search large record extract

assistant: The best answer is A. holding that the district court has no affirmative obligation to plumb the record to procure material facts
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 alleged express warranty includes provisions on Generic Manufacturers’ la bel. As discussed above, the duty of sameness required Generic Manufacturers to conform their labeling to that of the brand-name drugs. Mensing, 131 S.Ct. at 2577-78. Therefore, federal law prohibited Generic Manufacturers from modifying any “express warranty” contained in the labeling. In Smith, this Court rejected a similar argument regarding warranty claims, finding them preempted. Smith v. Wyeth, 657 F.3d 420, 423 (6th Cir.2011) (finding all claims preempted, including plaintiffs’ warranty claims in their supplemental brief). Plaintiffs cite three cases outside the prescription drug context in support of their argument, Cipollone v. Liggett Group, Inc., 505 U.S. 504, 112 S.Ct. 2608, 120 L.Ed.2d 407 (1992) (<HOLDING>), Bates v. Dow Agrosciences LLC, 544 U.S. 431, Options: A. holding flsa did not preempt state law fraud claim B. holding that the labeling act did not preempt negligent and wanton design and manufacture claims against cigarette manufacturer C. holding that the federal cigarette labeling and advertising act did not preempt state law damages actions D. holding that the labeling act did not preempt design defect claim against cigarette manufacturer E. holding that federal law did not preempt commonlaw fraud claim against cigarette manufacturer based on advertising of light cigarettes

assistant: The best answer is C. holding that the federal cigarette labeling and advertising act did not preempt state law damages actions
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 WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION WOULD ORDINARILY APPLY.

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: Legal Texts § 4 (2012) (“A textually permissible interpretation that furthers rather than obstructs the document’s purpose should be favored.”). This result also makes sense in the context of bankruptcy litigation. The lion’s share of damages from violations of automatic stays are typically attorneys’ fees. Most debtors are not in the financial position to afford an action to prosecute damages and, even if they could, limiting fees to those incurred in ending the stay violation would be too small to justify the expensive litigation that may follow. See Schwartz-Tallard, 803 F.3d at 1100. Rather than draining the limited funds in the bankruptcy estate and jeopardizing creditors’ recoveries, the party wrongfully violating the automatic stay and causing the resulting damage 1th Cir. 1989) (<HOLDING>); see also Comm’r, INS v. Jean, 496 U.S. 154, Options: A. holding that under the wpcl an employee who has prevailed on a claim for past wages due is entitled to attorneys fees as a matter of entitlement B. holding that a plaintiff who prevailed on a 42 usc 1983 claim was entitled to an award of attorneys fees incurred on appeal C. holding that the plaintiff who prevailed in an ipra enforcement action was entitled to an award of damages fees and costs D. holding that a district court may award attorneys fees while the merits are on appeal E. holding that a state is not a person under 42 usc 1983

assistant: The best answer is B. holding that a plaintiff who prevailed on a 42 usc 1983 claim was entitled to an award of attorneys fees incurred on appeal
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 Shares shall be issued in the amounts and on the dates specified in the following schedule so long as the Grantee remains an employee or in the services of the Company on such dates. The restrictions and conditions of Section 2 shall lapse as to each amount of shares issued according to the schedule below. The Committee may at any time accelerate the vesting schedule specified in this Section 3.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: With respect to the amounts due pursuant to this Note or any other Loan Document, Borrower waives the following: (a) all rights of exemption of property from levy or sale under execution or other process for the collection of debts under the Constitution or laws of the United States or any State thereof; (b) demand, presentment, protest, notice of dishonor, notice of nonpayment, notice of protest, notice of intent to accelerate, notice of acceleration, suit against any party, diligence in collection of this Note and in the handling of securities at any time existing in connection herewith, and all other requirements necessary to enforce this Note except for notices required by Governmental Authorities and notices required by the Loan Agreement and/or any of the other Loan Documents; and (c) any further receipt by Lender or acknowledgment by Lender of any collateral now or hereafter deposited as security for the Loan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the LPT Schroeder was a managing director at Morgan Stanley and was among the top ranked property and casualty insurance industry analysts. Tr. 382-83. The team she led regularly advised institutional investors about AIG. Tr. 377, 409. 12 . At the time of the LPT Cohen was a senior equity analyst at Merrill Lynch focusing on property and casualty insurance companies, including AIG. Tr. 3544-45. His clients included institutional investors such as hedge funds, pension funds, and mutual funds. Tr. 3546. 13 . In reaching this conclusion, the Court also notes that a misstatement is material so long as investors would consider the misstated facts significant in making investment decisions, even if investors would consider other information to be more important. See Gemi-no, 228 F.3d at 162 (<HOLDING>); United States v. Reyes, No. 06-00556-1, 2007 Options: A. holding that no remand is necessary where no additional facts need be developed and any district court decision of the issue would be reviewed de novo B. holding that to rebut presumption plaintiff need only allege specific facts not plead evidence C. holding that nature and occasion of offenses are facts inherent in convictions and those facts need not be alleged in indictment or submitted to jury D. holding appellate court need not address issues unnecessary to its decision E. holding an investment decision need not hinge on misstated facts

assistant: The best answer is E. holding an investment decision need not hinge on misstated facts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of this Agreement and the consummation by the Investor of the transactions contemplated hereby do not and will not (a) result in a violation of the Investor’s charter documents or bylaws or other organizational documents or (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which the Investor is a party or by which its properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on the Investor). The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase the Notes and shares of Series A Preferred Stock in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: responsibility for interpreting provisions of G.L.c. 138 rests with Court, not Commission). Although the Court acknowledges that the Commission’s “experience, technical competence, specialized knowledge and discretionary authority” are entitled to “due weight,” this principle is “one of deference, not abdication.” Brown-Forman, 65 Mass.App.Ct. at 503 (quoting Leopoldstadt, Inc. v. Commissioner of Div. of Health Care Finance & Policy, 436 Mass. 80, 91 (2002). Accord Arnone v. Commissioner of Dep’t of Social Services, 43 Mass.App.Ct. 33, 34 (1997) (“[t]he approach is one of judicial deference and restraint, not abdication”). In this regard, no deference is owed to analysis of the Commission falling outside the purview of its institutional expertise. Brown-Forman, 65 Mass.App.Ct. at 504 (<HOLDING>). ANALYSIS Applying the foregoing standards to Options: A. holding nondeferential review warranted because the commission drew no inferences from the unambiguous agreement other than its ultimate finding which no matter how couched is in fact a conclusion of law that an agency relationship existed B. holding that no special relationship existed between the school and student C. holding no liability existed under the circumstances D. recognizing that the existence of an agency relationship is ordinarily a question of fact E. holding that it was not an abuse of discretion for the trial court to exclude an agency finding of no discrimination on the ground that the report would suggest to the jury that it should reach the same conclusion as the agency

assistant: The best answer is A. holding nondeferential review warranted because the commission drew no inferences from the unambiguous agreement other than its ultimate finding which no matter how couched is in fact a conclusion of law that an agency relationship existed
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 set forth on Schedule 4.6 attached hereto, the Company shall use the net proceeds from the sale of the Shares hereunder for commercialization activities for working capital purposes and shall not use such proceeds for: (a)) the redemption of any Common Stock or Common Stock Equivalents, or (b) the settlement of any outstanding litigation.

assistant: Use Of Proceeds
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: 1989); Tweedle v. State, 153 Tex.Crim. 200, 218 S.W.2d 846 (1949). But Humphreys was not convicted in a Texas court, and we think it sufficient answer to point out the obvious: Texas criminal procedure does not govern federal criminal trials in Iowa. BODA was required, under Tex.R.Disci-plinaey P. 8.02 (1992), to treat the record of conviction as “conclusive evidence” of Hum-phreys’s guilt. Moreover, U.S. Const, art. 4, § 1, and 28 U.S.C. § 1738, require Texas to extend “full faith and credit” to the judgments of federal trial courts in other states just as Texas must to the decisions of other state courts. Hancock Nat’l Bank v. Farnum, 176 U.S. 640, 645, 20 S.Ct. 506, 508, 44 L.Ed. 619 (1900); see generally Bard v. Charles R. Myers Ins. Agency, Inc., 839 S.W.2d 791, 794 (Tex.1992) (<HOLDING>). While Texas will not extend full faith and Options: A. holding this rule does not deny full faith and credit B. holding that texas is required to extend full faith and credit to valid judgments from other states C. holding that puerto rican judgments are entitled to full faith and credit D. holding that a judgment of another states court is entitled to full faith and credit j when the judgment is considered final under the laws of the rendering state E. holding that the full faith and credit clause does not require a state to apply another states law in violation of its own legitimate public policy

assistant: The best answer is B. holding that texas is required to extend full faith and credit to valid judgments from other states
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: Prema Mathai-Davis, Lewis Pennock, Ruth Quigley, Loius Sklar, Robert Graham, and Mark Williamson — are the trustees of the three nomi nal defendants: AIM Sector Funds, AIM Combination Stock & Bond Funds, and AIM Stock Funds (“Nominal Defendants”). See Document No. 8 ¶¶ 13-16. 4 . It is undisputed that the Funds qualify as registered investment companies under the ICA. See 15 U.S.C. §§ 80a-2(8); 80a-3. 5 . This fiduciary duty is breached when the investment advisor, or an affiliated person, charges "a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s-length bargaining.” Gartenberg v. Merrill Lynch Asset Mgmt., Inc., 694 F.2d 923, 928 (2d Cir.1982). 6 . See Green, 147 F.Supp.2d at 330 (<HOLDING>); Halligan v. Standard & Poor's/Intercapital, Options: A. holding that even though attorneys fees were not properly awardable under rule 68 costs excluding fees were mandatory B. holding that awarded fees were reasonable and that proof that attorneys fees are necessary apart from testimony as to the reasonableness of the fee is not required C. holding that each plaintiff is liable for fees if he would have been entitled to his fees if he had prevailed D. holding that investment advisors officers whose salaries came from fees paid to the investment advisor were not liable under 36b even though they may have indirectly received fees E. holding that a wife was able to pay her own attorneys fees because she had an investment account of 16000 which could be liquidated to pay the fees

assistant: The best answer is D. holding that investment advisors officers whose salaries came from fees paid to the investment advisor were not liable under 36b even though they may have indirectly received fees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall reimburse Hudson Bay (a Buyer) or its designee(s) (in addition to any other expense amounts paid to any Buyer or its counsel prior to the date of this Agreement) for all costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including all legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith), which amount may be withheld by such Buyer from its purchase price for any Notes purchased at the Closing to the extent not previously reimbursed by the Company. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Placement Agent and all fees payable to the Control Account Bank in connection with the Master Control Account Agreements. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise defined in this Fifth Amendment, terms used in this Fifth Amendment that are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement (as amended by this Fifth Amendment). The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to this Fifth Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the Swingline Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the Borough of Manhattan, and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Lender, any Issuing Lender or the Swingline Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Credit Party or its properties in the courts of any jurisdiction.

assistant: Submission To Jurisdiction
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: modification : this agreement may not be modified except by a revised terms of service posted by vimeo on the vimeo site or a written amendment signed by an authorized representative of vimeo .

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: This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission, e.g., a “ pdf ” or a “ tif ”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by accessing , browsing and using our ( mobile ) website or any of our applications through whatever platform ( hereafter collectively referred to as the `` website '' ) and/or by completing a reservation , you acknowledge and agree to have read , understood and agreed to the terms and conditions set out below ( including the privacy statement ) .

assistant: Contract by using
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: Holdings will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

assistant: Compliance With Laws