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: of disorderly conduct if, with intent to cause public inconvenience, annoyance or alarm, or recklessly creating a risk thereof, he: engages in fighting or threatening, or in violent or tumultuous behavior.” 18 Pa. Cons.Stat. § 5503(a)(1). The focus is on the defendant’s behavior, not the public impact of that behavior. Commonwealth v. Fedorek, 596 Pa. 475, 946 A.2d 93, 101 (2008). The statute defines “public” as “affecting or likely to affect persons in a place to which the public or a substantial group has access,” including “places of business” and “any premises which are open to the pub-lie.” 18 Pa. Cons.Stat. § 5503(c). For there to be “public inconvenience,” there need not be multiple persons affected by the conduct — one affected person will suffice. See Fedorek, 946 A.2d at 100 (<HOLDING>). A person has the state of mind necessary to Options: A. holding that the challenged conduct or statement must be directed at the familial relationship with knowledge that the statements or conduct will adversely affect that relationship internal quotation marks omitted B. holding that uncharged conduct may be considered at sentencing when that conduct is proven by a preponderance of the evidence C. holding that the career offender guideline could not directly apply when there was an unsentenced conviction but allowing the district court on remand to consider departing from the guidelines in order to sentence a defendant whose conduct delayed his convictions as if the career offender provision applied D. holding that reduced career offender status was nonetheless based the career offender guidelines E. holding that when an offender engages in fighting or threatening or in violent or tumultuous behavior in a public arena even when that conduct is directed at only one other person the offender may be subject to conviction for disorderly conduct original emphasis

assistant: The best answer is E. holding that when an offender engages in fighting or threatening or in violent or tumultuous behavior in a public arena even when that conduct is directed at only one other person the offender may be subject to conviction for disorderly conduct original emphasis
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 the Administrative Agent’s reasonable and documented out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

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: In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and each other holder of the Securities (other than holders of Securities purchased on any securities trading market), and all of the Investor’s stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”), as incurred, from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements, but excluding any consequential, indirect or incidental damages (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any material misrepresentation or material breach of any representation or warranty made by the Company in the Transaction Documents, (b) any material breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents that remains uncured ten (10) days after the Company receives notice thereof, or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. In no event shall aggregate payments under this Section 7.15 exceed the Purchase Price. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 7.15 shall be the same as those set forth in Section 6.4(c).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: None of Borrower, Leasehold Pledgor, Owner or Operating Lessee is a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower, Leasehold Pledgor, any Individual Owner, any Operating Lessee, any Individual Property or the Collateral, or Borrower’s, Leasehold Pledgor’s, Owner’s or Operating Lessee’s business, properties or assets, operations or condition, financial or otherwise. None of Borrower, Leasehold Pledgor, any Individual Owner or any Operating Lessee is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or Permitted Encumbrance (Mortgage Loan) or any other agreement or instrument to which it is a party or by which it or any Individual Property or the Collateral is bound, or with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default (individually or when aggregated with any and all such defaults) is reasonably likely to have consequences that would materially and adversely affect the condition (financial or other) or operations of Borrower, Leasehold Pledgor, any Individual Owner, any Operating Lessee or any Individual Property or any portion of the Collateral or is reasonably likely to have consequences that would materially and adversely affect its performance hereunder.

assistant: 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 case excerpt and choose the best holding from the options. Case excerpt: “[n]ot all exceptional treatment is persecution.” Gonzalez v. Reno, 212 F.3d 1338, 1355 (11th Cir.2000). For example, in Zheng v. United States Att’y Gen., 451 F.3d 1287 (11th Cir.2006) (per curiam), we held that the petitioner, who was dragged by his arms to a detention yard, detained for five days, forced to watch reeducation videos, to stand in the sun for two hours, and to sign a pledge not to practice his religion, failed to establish past persecution. Id. at 1289-92. Because Zheng had presented no evidence that he was physically injured, we concluded that the “five-day detention during which he was not harmed [did] not compel the conclusion that he experienced past persecution.” Id. at 1290; see also Djonda v. United States Att’y Gen., 514 F.3d 1168, 1174 (11th Cir.2008) (<HOLDING>); see also Tawm v. Ashcroft, 363 F.3d 740, Options: A. holding that insults harassment death threats and a beating did not compel eligibility for withholding of removal B. holding that evidence of kidnapping at gunpoint interrogation and beating did not compel finding of persecution C. holding that harassment threats and one beating did not constitute persecution D. holding that minor abuse during brief detention did not compel finding of past persecution E. holding that a minor beating even in conjunction with threats did not compel a finding of persecution

assistant: The best answer is E. holding that a minor beating even in conjunction with threats did not compel a finding of persecution
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: 400 U.S. 16 91 S.Ct. 99 Joseph COLOMBOv.NEW YORK. No. 175. Supreme Court of the United States October 19, 1970 On Petition for Writ of Certiorari to the Court of Appeals of New York. PER CURIAM. 1 The petition for a writ of certiorari is granted, the judgment is vacated, and the case is remanded to the Court of Appeals of New York for further consideration in light of Waller v. Florida, 397 U.S. 387, 90 S.Ct. 1184, 25 L.Ed.2d 435. 2 Mr. Justice BLACK is of the opinion that certiorari should be granted and the judgment reversed on the ground that the state prosecution is barred by the Double Jeopardy Clause of the Fifth Amendment of the Constitution.

assistant: 1
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: Court would apply its own jurisprudence because Braun prescribes an objective just cause standard-the standard Jurgens requests. 65 . Cassel, 14 P.3d at 284 (quoting Univ. of Alaska v. Tovsen, 835 P.2d 445, 447 (Alaska 1992)). 66 . Id. at 284 (quoting Baldwin, 769 P.2d at 304). 67 . See NPMC 2.36.010(A) (stating that purpose of chapter is to "establish and operate a system of personnel administration based upon equitable merit principles and professional methods governing ... removal, [and] discipline ... of employees"), .310(A) (requiring system of "uniform and equitable administration of discipline"), .310(B) (requiring that "discipline [] be administered in increasingly progressive severity"), .321(F) (allowing board to impose "lesser disciplinary action"); Tovsenm, 835 P.2d at 447 (<HOLDING>). 68 . See Braun, 816 P.2d at 142. 69 . See Options: A. holding that a termination of a government contract does not constitute a taking of the plaintiffs property without just compensation or without due process of law B. holding that words found evaluated and unsatisfactory in personnel regulation required an objective just cause termination C. holding that beyond reasonable doubt standard not required in termination cases D. holding that termination is an adverse employment action E. holding that although a reason was provided in the termination letter the without cause termination provision was applicable

assistant: The best answer is B. holding that words found evaluated and unsatisfactory in personnel regulation required an objective just cause termination
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: There is no claim, action, suit, proceeding, arbitration, investigation, hearing or notice of hearing, pending or threatened, before any court or governmental, administrative or other competent authority or private arbitration tribunal against the DMSI, or relating to or affecting (directly or indirectly, including by way of indemnification) the Business or the Assets, or the transactions contemplated by this Agreement; nor are any facts which could reasonably give rise to any such claim, action, suit, proceeding, arbitration, investigation or hearing, which may have any material adverse effect, individually or in the aggregate, upon the Business, the value of the Assets or the transactions contemplated by this Agreement. DMSI has not waived any statute of limitations or other affirmative defense with respect to any of the aforesaid matters. There is no continuing order, injunction or decree of any court, arbitrator or governmental, administrative or other competent authority to which DMSI is a party, or to which DMSI, the Assets or the Business is subject. DMSI, nor any current officer, director, or employee of DMSI has been permanently or temporarily enjoined or barred by order, judgment or decree of any court or other tribunal or any agency or other body from engaging in or continuing any conduct or practice in connection with the Business.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: accounts at issue in Lee, for instance—do not allow their beneficiaries to make lump sum withdrawals. See ibid. The CCPA protects those particular accounts even though it does not protect lump sum distributions as a general rule. ■ Sayyed also contends that the Employee Retirement Income Security Act (“ERISA”), 29 U.S.C. § 1001 et seq., protects his retirement accounts from seizure. Doc. 168 at ¶ 9. Section 206(d)(1) of ERISA, 29 U.S.C. § 1056(d)(1), prohibits certain retirement plans from being “assigned or alienated,” which means that those plans’ assets typically cannot be seized to satisfy judgments. See Guidry v. Sheet Metal Workers Nat’l Pension Fund, 493 U.S. 365, 371-72, 110 S.Ct. 680, 107 L.Ed.2d 782 (1990); cf. N.L.R.B. v. HHS Trucking, Inc., 755 F.3d 468, 470 (7th Cir.2014) (<HOLDING>). But the MVRA supersedes ERISA’s Options: A. holding that the proceeds of a pension plan could be garnished after they had been paid out to the beneficiaries B. holding that the son of a pension plan participant who had not been designated to receive any of his fathers pension benefits stood no closer to beneficiary status than any other person C. holding that the defendant withheld pension benefits in breach of the plan D. holding that an agreement may provide elements of a plan by setting out rules under which beneficiaries will be entitled to care E. holding that appropriate remedy was to compute service credit for veterans in accordance with vrra rather than pursuant to employers pension plan and requiring retroactive pension plan payments to be made

assistant: The best answer is A. holding that the proceeds of a pension plan could be garnished after they had been paid out to the beneficiaries
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company, the Administrative Agent and each Lender and thereafter shall be binding upon and inure to the benefit of the Company, the Administrative Agent and each Lender and their respective successors and permitted assigns, except that the Company shall have no right to assign its rights hereunder or any interest herein without the prior written consent of each Lender (and any other attempted assignment or transfer by any party hereto shall be null and void).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: right to free speech and association under the First Amendment’) with Compl. at 7 para. (1) (requesting an order ”[d]eclaring that Defendants are unlawfully depriving plaintiffs of their right to engage in organization and other expressive activity in violation of the First Amendment to the United States Constitution.”). Defs.' Reply at 6 n. 6. 6 . The Court concludes that because Counts I and II of the plaintiffs' complaint are barred pursuant to the doctrine of res judicata, the Court need not address whether these counts state a claim for which relief may be granted. 7 . See Orange, 59 F.3d at 1273 (finding that the plaintiffs speech was a matter of public concern because it regarded "potential fraud at a public university.”); Spiegla v. Hull, 371 F.3d 928, 935-36 (7th Cir.2004) (<HOLDING>). Speech is not of public concern "when it is Options: A. holding that a public employees internal memoranda raising concerns about public corruption are protected first amendment speech because they addressed a matter of public concern B. holding that issues of prison security public safety and official corruption are matters of public concern C. holding police officer is a public official D. recognizing a public employees first amendment right to address matters of legitimate public concern E. holding that a public employees deposition testimony involves a matter of public concern if arguably a statement about misconduct or corruption in city government and regardless of whether testimony is given in employees official capacity

assistant: The best answer is B. holding that issues of prison security public safety and official corruption are matters of public concern
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: part of their potential audiences would therefore be placed at a competitive disadvantage compared to carried stations in their efforts to attract local advertisers. See 1998 House Hearing at 68 n. 38 (statement of James J. Popham). Congress heard testimony that a station-by-station license would essentially enable satellite carriers to pick winners and losers in local advertising markets, undermining the efforts of emerging television networks to compete with the established broadcast networks: “Nothing could more surely dull the cutting edge of competition from new networks, their local affiliates, and innovative independent stations in local markets.” Id. at 59. In short, Con gress had substantial evidence for the judgment t, 466 U.S. 789, 807, 104 S.Ct. 2118, 80 L.Ed.2d 772 (1984) (<HOLDING>). We therefore conclude that Congress’s Options: A. holding constitutional a tax on a private citizens interest in housing on government property received as part of the private citizens compensation B. holding that a sublessee had no property interest taken by the city C. holding that city had a substantial interest in preventing the visual assault on the citizens of los angeles presented by an accumulation of signs posted on public property D. holding that a law prohibiting signs on public property in order to preserve aesthetics could be applied to politicalcampaign signs E. holding that the government interest in preventing crime is compelling

assistant: The best answer is C. holding that city had a substantial interest in preventing the visual assault on the citizens of los angeles presented by an accumulation of signs posted on public property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Pledgor shall take such further actions, and execute and/or deliver to the Administrative Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Administrative Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Administrative Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Administrative Agent’s security interest in the Pledged Collateral or permit the Administrative Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby, all in form reasonably satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. If an Event of Default has occurred and is continuing, the Administrative Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be necessary or advisable to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

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 legal provision and list the applicable contract clause categories. Provision: In the event Executive is made, or threatened to be made, a party to any legal action or proceeding, by reason of the fact that Executive is or was an employee, director or officer of the Company or serves or served any other entity in any capacity at the Company’s request, Executive shall be indemnified by the Company, and the Company shall pay Executive’s related expenses when and as incurred, including but not limited to attorney fees, all to the fullest extent permitted by law. This Section 7.5 shall survive termination of Executive’s employment and this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower that (i) involve any of the Loan Documents or the Transactions, or (ii), if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Section 624.155 does not delineate the procedure by which a claim for punitive damages is to be pled, section 768.72 provides that procedure. Key West Convalescent Center v. Doherty, 619 So.2d 367 (Fla. 3d DCA 1993) supports the insurer’s analysis. In Doherty, this court observed that section 768.72 created a positive legal right not to be subjected to financial worth discovery until after there has been an affirmative finding of a reasonable evidentiary basis for punitive damages. While Doherty concerned the statutory provision setting the standards for nursing home facilities, and the case sub judice calls for application of the insurance code, the observations of Doherty are nonetheless applicable here. See Walt Disney World Co. v. Noordhoek, 672 So.2d 98 (Fla. 3d DCA 1996) (<HOLDING>). The insurance company has a substantive right Options: A. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages B. holding that an award for punitive damages must be supported by clear unequivocal and convincing evidence C. holding what section 76872 requires is that a plaintiff who has pleaded punitive damages must offer a reasonable evidentiary basis for punitive damages and obtain an order authorizing the maintenance of the punitive damage claim as a predicate to conducting discovery of a defendants financial worth D. holding a court may not award punitive damages E. holding punitive damages claims must be stricken absent a reasonable evidentiary basis for their award

assistant: The best answer is E. holding punitive damages claims must be stricken absent a reasonable evidentiary basis for their award
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Each Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this Agreement in the presence of the other Parties. No Party shall be bound by the terms and provisions of this Agreement until such time as all of the Parties have executed counterparts of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received all fees due and payable thereto or to the Arranger or any Lender on or prior to the Second Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Commitment Letter dated as of February 21, 2017 (the “ Commitment Letter ”) or the Fee Letter dated as of February 21, 2017 on or prior to the Second Amendment Effective Date.

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: Each party hereto, at the reasonable request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and 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: State v. Welke, 298 Minn. 402, 216 N.W.2d 641 (1974) (prospective application only); State v. DeSantis, 65 N.J. 462, 323 A.2d 489 (1974) (prospective application only); State v. Bryant, 285 N.C. 27, 203 S.E. 2d 27, cert. denied, 419 U.S. 974, 95 S.Ct. 238, 42 L.Ed.2d 188 (1974); State v. Watkins, 262 S.C. 178, 203 S.E.2d 429 (1973), cert. denied, 418 U.S. 911, 94 S.Ct. 3204, 41 L.Ed.2d 1157 (1974); West v. State, 514 S.W.2d 433 (Tex.Cr.App.1974); State v. J-R Distributors, Inc., 82 Wash.2d 584, 512 P.2d 1049 (1973), cert. denied, 418 U.S. 949, 94 S.Ct. 3217, 41 L.Ed.2d 1166 (1974) (semble) (may have been applying pre-Miller construction); State ex rel. Chobot v. Circuit Court, 61 Wis.2d 354, 212 N.W.2d 690 (1973). 16 . Commonwealth v. Winkleman, 230 Pa.Super. 265, 326 A.2d 496 (1974) (<HOLDING>). The statute held unconstitutional in Options: A. holding that an unconstitutional act of congress has no legal effect B. holding that although probation statute was repealed by sentencing reform act old provision continued to apply to offenses which occurred before effective date of act nov 1 1987 C. holding that 1972 amendments had no effect on persons not covered by the act D. holding that section 211a of the act commonly known as the parole act act of august 6 1941 added by section 5 of the act of august 24 1951 pl 1401 as amended formerly 61 ps 33121aa repealed by the act of august 11 2009 pl 147 providing that a convicted parole violator forfeits all the time spent at liberty on parole similar language can be found at section 6138 of the prisons and parole code 61 pa cs 6138a2 was not subject to the rule of lenity because that section did not define elements of a crime but defines the ramifications when an individual who was on parole from a prior crime is convicted of committing a new crime E. holding unconstitutional act of june 24 1939 pl 872 528 as amended formerly codified as 18 ps 4528 repealed by act of december 6 1972 pl 1605 no 334 5

assistant: The best answer is E. holding unconstitutional act of june 24 1939 pl 872 528 as amended formerly codified as 18 ps 4528 repealed by act of december 6 1972 pl 1605 no 334 5
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or Proceeding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi) )) or (ii) the determination by Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

assistant: Releases
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’s obligations under this Section 3.02 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Issuers, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by any of the Partnership Entities shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision or term in this Section is declared invalid or unenforceable by a court of competent jurisdiction, the invalid and unenforceable portion shall be reformed to the maximum time, activity-related restrictions and/or limitations permitted by applicable law, so as to be valid and enforceable.

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 case excerpt and choose the best holding from the options. Case excerpt: 406 (1994). “To satisfy the prejudice inquiry, the evidence suppressed must have been material to guilt or punishment.” Gibson, 951 A.2d at 1126-1127 (Pa.2008). As noted by Appellant, materiality extends to evidence affecting the credibility of witnesses, rather than merely to purely exculpatory evidence. See Giglio v. United States, 405 U.S. 150, 154, 92 S.Ct. 763, 31 L.Ed.2d 104 (1972) (“When the ‘reliability of a given witness may well be determinative of guilt or innocence,’ nondisclosure of evidence affecting credibility falls within this general rule.”). Moreover, we have held that the protection of Brady extends to the defendant’s ability to investigate alternate defense theories and to formulate trial strategy. See Commonwealth v. Green, 536 Pa. 599, 640 A.2d 1242, 1245 (1994) (<HOLDING>). “[F]avorable evidence is material, and Options: A. holding that the failure to disclose evidence known to the defense cannot form the basis of a brady violation B. holding that defendants failure to assert the defense in any pretrial motions did not waive defendants limitations defense because the assertion of a limitations defense in the answer preserved defendants right to raise the defense both during the first trial and before the second C. holding that the trial court did not err in its refusal to consider the borrowers defense of merger on appeal since the defense was outside the subject matter jurisdiction of the trial court D. holding that the trial court did not err in refusing to consider debtors claim of rescission as an equitable defense to the foreclosure action where that defense was not raised before the clerk E. holding that courts must consider any adverse effect that the prosecutors failure to disclose might have had on not only the presentation of the defense at trial but the preparation of the defense as well

assistant: The best answer is E. holding that courts must consider any adverse effect that the prosecutors failure to disclose might have had on not only the presentation of the defense at trial but the preparation of the defense as well
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by Ford Elliot, J.), citing Senate Legislative Journal, No. 13, 172nd General Assembly, Volume I, at 1780, 1784, and 1786 (February 23, 1988). See also House Legislative Journal, No. 16, 172nd General Assembly, Volume I, at 357, 363, 373 and 374 (March 16, 1988) (for similar comments). Further, the legislature imposed more severe penalties on those individuals who were found to possess and/or deliver greater quantities of drugs.... [T]he legislature’s scheme of imposing harsher penalties and longer periods of confinement on convicted drug dealers is rationally related to the laudable goal of attempting to put an end to the pernicious effects which drugs and the illicit drug trade have inflicted upon our society. Commonwealth v. Eicher, 413 Pa.Super. 235, 605 A.2d 337, 352 (1992) (<HOLDING>). Additionally, the statute is not applied Options: A. holding transfer rule did not violate federal equal protection B. holding that the cap does not violate equal protection C. holding the mandatory minimum sentencing provisions under 18 pacsa 7508 do not violate the equal protection clause D. holding that lprs are entitled to the protection of the equal protection clause E. holding that doctrine does not violate equal protection

assistant: The best answer is C. holding the mandatory minimum sentencing provisions under 18 pacsa 7508 do not violate the equal protection clause
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: Timothy G. Wakefield appeals the district court’s order affirming his conviction for operating a motor vehicle on a Forest Development Road without a valid driver’s license in violation of 36 C.F.R. § 261.54 and Forest Order No. 01-005. We have jurisdiction pursuant to 28 U.S.C. § 1291, and we affirm. Wakefield contends that the Forest Service does not have authority to create the prohibition that he violated nor to enforce it. This argument is without merit. The Forest Service regulation at issue is well within the scope of its authority. See 36 C.F.R. § 261.50 (stating the Forest Service supervisor may issue orders that restrict the use of described areas within its jurisdiction); cf. United States v. True, 946 F.2d 682, 683-84 (9th Cir.1991) (<HOLDING>). Wakefield’s August 30, 2004 motion to correct Options: A. recognizing that the forest service supervisor had authority to issue orders pursuant to 36 cfr 26150 B. holding that national forest service had authority to forbid opening rs 2477 routes to motorized travel C. holding plaintiffs supervisor subject to suit D. holding in suit under the administrative procedure act challenging us forest service approval of forest development plan that injury to aesthetic conservational or recreational interests is sufficient to confer standing E. holding under basic principles of property law that easement rights are subject to regulation by the forest service as the owner of the servient estate

assistant: The best answer is A. recognizing that the forest service supervisor had authority to issue orders pursuant to 36 cfr 26150
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent that the vesting or settlement of a Phantom Unit (including any DERs) results in the receipt of compensation by Participant with respect to which any of the Partnership Entities has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by Participant that are acceptable to such Partnership Entity, Participant shall deliver to the Partnership Entity such amount of money as the Partnership Entity may require to meet its withholding obligations under applicable law. No settlement of Phantom Units shall be made pursuant to this Agreement until the amount has been paid or arrangements approved by the Partnership Entity have been made to satisfy in full the applicable tax withholding requirements of the Partnership Entity with respect to such event.

assistant: Tax Withholdings
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: failed to exhaust administrative remedies on their claim that the Forest Service failed to properly monitor the population of MIS. I address only the Forest Service’s exhaustion claim as I conclude it is dispositive. The APA requires plaintiffs to exhaust' available administrative remedies before bringing their grievances to federal court. 5 U.S.C. § 704 (setting forth the APA’s exhaustion requirement); see also 7 U.S.C. § 6912(e) (requiring that plaintiffs “exhaust all administrative appeal procedures” before bringing an action against the Department of Agriculture); 36 C.F.R. Part 215 (establishing appeal procedures in cases involving Forest Service and requiring exhaustion prior to judicial review); Darby v. Cisneros, 509 U.S. 137, 154, 113 S.Ct. 2539, 125 L.Ed.2d 113 (1993) (<HOLDING>). The doctrine of exhaustion “cuts down on the Options: A. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record B. recognizing that exhaustion of state administrative remedies is not required as a prerequisite to bringing an action pursuant to 1983 C. holding that under the apa exhaustion is a prerequisite to judicial review when expressly required by statute or when an agency rule requires appeal before review so long as the administrative action is made inoperative pending that review D. holding that a courts authority to require exhaustion of administrative remedies in actions brought under the apa is limited when neither the statute nor agency rules specifically mandate exhaustion as a prerequisite to judicial review E. holding that judicial review under the apa is precluded when a remedy is available under a citizen suit provision of an environmental statute citations omitted

assistant: The best answer is C. holding that under the apa exhaustion is a prerequisite to judicial review when expressly required by statute or when an agency rule requires appeal before review so long as the administrative action is made inoperative pending that review
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: § 53-21(1) for acts likely to injure the health of a minor constitute crimes of violence. As discussed above, the Connecticut Supreme Court has held that these crimes require an act perpetrated on a minor that amounts to “deliberate, blatant abuse.” Schriver, 207 Conn, at 466, 542 A.2d 686. We have no difficulty in holding that, such crimes, by their nature, involve a substantial likelihood that physical force against the person of the minor will be employed in the course of committing the crime. Additionally, we hold that convictions under § 53-21(1) for an act likely to injure the morals of a minor, which require the deliberate touching of the private parts of a child in a sexual or indecent manner, id. at 463, 465, 542 A.2d 686, and convictions under § 53-21(2), which (per curiam)(<HOLDING>); In re B-, 21 I. & N. Dec. at 289 (holding Options: A. holding that a conviction under california penal code 2735 is categorically at crime of violence under the sentencing guidelines because the offense requires the intentional use of physical force against the person of another B. holding that under iowa code 7098 the offense of lascivious acts with a child was a crime of violence because it involved a substantial risk that physical force would be used against the child victim in the course of committing the offense C. holding that the florida offense of attempted lewd assault on a child under the age of sixteen is a crime of violence even though the offense might be accomplished without use of physical force D. holding attempted aggravated assault on a law enforcement officer is not a crime in florida E. holding that a conviction for sexual assault of a child under nebrevstat 28320011 was a crime of violence because this type of contact between parties of differing physical and emotional maturity carries a substantial risk that physical force may be used in the course of committing the offense

assistant: The best answer is C. holding that the florida offense of attempted lewd assault on a child under the age of sixteen is a crime of violence even though the offense might be accomplished without use of physical force