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: when necessary to give effect to an arbitration agreement.” Moses H. Cone, 460 U.S. at 20, 103 S.Ct. 927 (emphasis in original). As such, the third factor does not favor abstention. See PaineWebber, 276 F.3d at 207 ("[T]he desire to avoid litigating a single issue in multiple forums is insufficient to overcome the strong federal policy support-mg arbitration.” (citations omitted)). 3 . It is true that Randy signed the arbitration agreement and is also a wrongful-death beneficiary, so it may appear on the surface that he was a party to the arbitration agreement and should be bound by it. But Randy signed the arbitration agreement on behalf of his father, not on behalf of himself. So Randy was not a party to the agreement. See Ping v. Beverly Enters., Inc,, 376 S.W.3d 581, 596 (Ky.2012) (<HOLDING>). 4 . Randy does not contest that the signature Options: A. holding that an arbitration agreement is separable from the underlying agreement B. holding that daughter had no express authority to sign arbitration agreement for mother where no power of attorney and daughter did not discuss signing the agreement with her mother C. holding that although signing arbitration agreement was condition of employment agreement was not void for unconscionability D. holding that a person signing an arbitration agreement using power of attorney is not a party to that agreement merely by virtue of having signed it E. holding that an arbitration agreement enforceable against party who signed the agreement even where the other party did not sign it because generally it is enough that the party against whom the contract is sought to be enforced signs it

assistant: The best answer is D. holding that a person signing an arbitration agreement using power of attorney is not a party to that agreement merely by virtue of having signed it
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) In the event that any of the Secured Obligations fails to be timely and fully performed in accordance with the terms of the Loan Documents, once the applicable grace period shall have elapsed without the applicable default having been remedied in accordance with the Credit Agreement, the Pledgee, in its capacity as administrative agent for the benefit of the Secured Parties, may enforce the pledge granted hereunder, in accordance with the provisions of the Negotiable Instruments Law, the Commerce Code and applicable law.

assistant: Enforcements
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 payments of accrued interest and/or principal and interest hereon shall be payable in lawful money of the United States and in immediately available funds. All payments received shall be applied: (i) first, to payment of accrued and unpaid interest, if any; (ii) second, to payment of any outstanding principal then due, if any; (iii) third to late charges, if any, then due and owing; (iv) fourth, to reasonable out-of-pocket attorneys’ fees and costs of collection of the Loan; and (v) fifth, absent an Event of Default, to Borrower (and otherwise to reduce the outstanding principal balance of the Note until such principal shall have been fully repaid); provided, however, following an Event of Default, and until cured, if cured and if Lender accepts the cure, all payments shall be applied in any order determined by Lender in its sole discretion. All payments due hereunder shall be made without offset, demand (unless expressly required by this Agreement or another Loan Document), counterclaim, deduction, abatement, defense or recoupment, each of which Borrower hereby waives; provided payment shall not be deemed a waiver of defenses or counterclaims.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: which course to take-ia, an ability to choose whether to commit the act that gives rise to criminal liability.” Tippetts, 43 P.3d at 458. The court went on to distinguish the defendant’s voluntary act of possessing the marijuana before he was arrested from his involuntary act of introducing the marijuana into the jail. Id. at 459. Therefore, because “no reasonable juror could find that the introduction of contraband into the jail was a reasonably foreseeable consequence of possessing it,” the court reversed the defendant’s conviction for supplying contraband. Id. at 460. {11} We agree with the reasoning of the court in Tippetts and with the courts of other jurisdictions that have held similarly. See, e.g., State v. Sowry, 2004-Ohio-399, 155 Ohio App.3d 742, 803 N.E.2d 867, at ¶19 (<HOLDING>). We hold that, to be found guilty of bringing Options: A. holding that the evidence was insufficient to prove the offense of supplying contraband to a jail because the defendant was not in possession of the drugs when he was taken to jail where the arresting officer entered the jail with the drugs B. holding that trial judge was not authorized to impose jail time as condition of probation and deleting the 90 day jail penalty C. holding that jail records can properly be considered in determining jail credit issues raised pursuant to rule 3800a D. holding that the defendants possession of contraband in a jail was not the result of a voluntary act on his part because officers brought him into the jail under arrest E. holding that the defendant was entitled to counsel when the offense for which he was tried could result in the imposition of a jail sentence

assistant: The best answer is D. holding that the defendants possession of contraband in a jail was not the result of a voluntary act on his part because officers brought him into the jail under arrest
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: those rights is a compelling state interest. See, e.g., Eu, 489 U.S. 214, 109 S.Ct. 1013, 103 L.Ed.2d 271. In this case, the current scheme is not narrowly tailored to achieve that end because there exist several less onerous means by which a state may secure the party’s right to guide its own association in this fashion. First of all, New York State could allow parties to associate with their favored candidates by permitting parties to finance those candidates, directly and indirectly, at the nominating stage — a practice that is illegal under the current statutory scheme. See N.Y. Elec. L. § 2-126 (providing that par ties may not expend funds “in aid of the designation or nomination of any person”); but see Avella v. Bait, 83 A.D.3d 77, 820 N.Y.S.2d 332, 333 (3d Dep’t 2006) (<HOLDING>); Kermani v. N.Y. State Bd. of Elections, No. Options: A. holding that attorney disciplinary rule was unconstitutionally vague as applied B. holding that ny elec l 2126 unconstitutionally burdens first amendment rights as applied to a party supporting a crossendorsed candidate running in another partys primary C. holding that provision requiring candidate to be a resident and qualified elector unconstitutionally adds additional qualifications D. holding that a tax on ink and paper burdens rights protected by the first amendment E. recognizing that electoral restrictions that affect a political partys ability to perform its primary functions organizing and developing recruiting supporters choosing a candidate and voting for that candidate in a general election can constitute severe first amendment burdens

assistant: The best answer is B. holding that ny elec l 2126 unconstitutionally burdens first amendment rights as applied to a party supporting a crossendorsed candidate running in another partys primary
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 in the summary order issued today, we affirm the judgments of conviction and the sentences. 1 . Cox argues that there was no evidence sufficient to establish that the alleged crimes occurred on the date charged in the indictment, but we reject that claim in the summary order published concurrently with this opinion. 2 . The Third, Fifth, Eighth, and Ninth Circuits hold that taking a gun for drugs constitutes "use” of a firearm under 18 U.S.C. § 924(c)(1). See United States v. Sumler, 294 F.3d 579, 580 (3d Cir.2002) (upholding conviction because "bartering illegal drugs for a gun constitutes use”), cert. denied, — U.S. -, 123 S.Ct. 1257, 154 L.Ed.2d 1032 (2003); United States v. Ulloa, 94 F.3d 949, 956 (5th Cir.1996); United States v. Cannon, 88 F.3d 1495, 1509 (8th Cir.1996) (<HOLDING>); United States v. Ramirez-Rangel, 103 F.3d Options: A. recognizing this distinction B. holding that trading drugs for a gun violates the in furtherance of prong of 924c C. holding that trading drugs for a firearm constituted use under 924c1a D. recognizing distinction between tolling and estoppel E. holding that distinction between trading a gun for drugs and trading drugs for a gun is a distinction without a difference

assistant: The best answer is E. holding that distinction between trading a gun for drugs and trading drugs for a gun is a distinction without a difference
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: From time to time, as and when requested by any party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to consummate the Transaction.

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: The remedies available to Company upon the breach of this Agreement and/or the promissory note attached hereto are cumulative and the Company may elect to pursue any or all of such remedies and all or any remedies that are available at law or equity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Restricted Stock Units under this Agreement shall be considered to be earned and vested upon a Change in Control that occurs before the end of the Performance Period to the extent determined by the Committee in good faith under Section 11.9(b) of the Plan, provided that the Grantee is then employed by the Company or one of its Affiliates. In the event that Restricted Stock Units become earned and vested under this Paragraph 6, payment shall be made consistent with the terms of the Plan as soon as practicable (but in no event more than five business days) following a Change in Control. If the Grantee is a party to an Officer Special Severance Agreement, treatment of the Restricted Stock Units under this Award upon and following a Change in Control shall be governed by such agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement and (b) upon fair and reasonable terms no less favorable to the Borrower or any of its relevant Restricted Subsidiaries than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate; provided , that the foregoing restriction in clause (b) shall not apply to (i) transactions between or among the Loan Parties; (ii) transactions permitted under Section 7.6; (iii) the payment of customary directors’ fees and indemnification and reimbursement of expenses to directors, officers or employees; (iv) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s Board of Directors; (v) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Subsidiary and any employee thereof and approved by the Borrower’s Board of Directors; and (vi) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower) for the purpose of improving the consolidated tax efficiency of the Group Members.

assistant: Transactions With Affiliates
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: Substantially concurrently with the initial funding of the Credit Facilities on the Closing Date, the Administrative Agent shall have received the Closing Fees and all fees and expenses in the amounts previously agreed in writing to be received on the Closing Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Wallace’s “way of making it look like he was just playing with me.” Id. at 78. Plaintiff acknowledged in his deposition that he may have been laughing after this incident" occurred, although he contends that any laughing was “mad and nervous laughter ... it wasn’t happy laughter.”' Def.’s Mot., Ex. A, Jones Dep. at 142. Furthermore, Mr. Newell, the third participant in this event, “was laughing because [he] thought it was funny.” Id. at 93. Given the circumstances in this case, the Court finds that a reasonable jury, at most, could conclude that while Mr. Wallace’s actions may have been in bad taste, and personally offensive, they were not severe enough to constitute a hostile working environment. See Lee-Crespo v. Schering-Plough Del Caribe Inc., 354 F.3d 34, 39, 45-46 (1st Cir.2003) (<HOLDING>); Tatum v. Hyatt Corp., 918 F.Supp. 5, 7 Options: A. holding that plaintiffs allegations that coworker attempted to grab her breast and later touched and rubbed her thigh that customers made sexually threatening remarks and that supervisors did not respond to her complaints about these incidents did not support a hostile work environment claim B. holding that testimony of plaintiff and her coworkers regarding cause of her injury was pure conjecture C. holding that plaintiffs allegations that her supervisor was a lesbian and that she made improper remarks to her including telling the plaintiff to invite her to lunch and making comments about plaintiffs coworkers private lives and sexual preferences and on one occasion approaching the plaintiff from behind hugging her and whispering in her ear a request for a cookie from another table did not suffice to establish a hostile working environment D. holding that conduct was not sufficiently severe or pervasive where a supervisor allegedly touched plaintiffs hand and thigh lifted her dress hem repeatedly asked her to lunch told her that she was beautiful stared at her and called her home on numerous occasions at night and asked about personal matters E. holding that the plaintiffs evidence of pretext which included but was not limited to her supervisors statement that she had enough of the plaintiff going to her supervisor about her was not sufficient to preclude summary judgment

assistant: The best answer is C. holding that plaintiffs allegations that her supervisor was a lesbian and that she made improper remarks to her including telling the plaintiff to invite her to lunch and making comments about plaintiffs coworkers private lives and sexual preferences and on one occasion approaching the plaintiff from behind hugging her and whispering in her ear a request for a cookie from another table did not suffice to establish a hostile working environment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any Excluded Collateral (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, within 30 days of acquisition (or such later date as agreed by the Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any unauthorized use of the services or other failure by you to comply with the terms of this agreement will be deemed a material breach of this agreement and will entitle onavo , without derogating from any other remedies available to it , to immediately suspend or terminate this agreement with no liability to you .

assistant: Unilateral 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: No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in the Agreement or this Amendment have been made or entered into by either party with respect to the subject matter hereof. The Agreement, this Amendment and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for that certain Employee Agreement Regarding Confidentiality, Intellectual Property, and Competitive Activities dated June 15, 2010, this is the entire agreement between Executive and the Company with respect to the subject matter hereof and supersedes all prior agreements with respect to the subject matter hereof, including any prior agreements with the Company respecting the Executive’s employment by and between Liquidity Services, Inc. and the Executive. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party which are not expressly set forth in this Agreement. No reliance is placed on any representation, opinion, advice or assertion of fact made by the Company or its directors, officers and agents to the Executive, except to the extent that the same has been reduced to writing and included as a term of this Agreement. Accordingly, there shall be no liability, either in tort or contract, assessed in relation to any such representation, opinion, advice or assertion of fact. All references to any law shall be deemed also to refer to any successor provisions to such law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: WIL-Ireland and its Subsidiaries shall maintain or cause to be maintained (including through self‑insurance) insurance with respect to their property and business against such liabilities and risks, in such types and amounts and with such deductibles or self-insurance risk retentions, in each case as are in accordance with customary industry practice for companies engaged in similar businesses as WIL-Ireland and its Subsidiaries (taken as a whole), as such customary industry practice may change from time to time; provided , however , that in the event that any improved real property owned by an Obligor is subject to a Mortgage and is located in any area that has been designated by the Federal Emergency Management Agent as a “Special Flood Hazard Area”, such Obligor shall purchase and maintain, or cause to be purchased and maintained, flood insurance on such Collateral, which shall be in an amount equal to the lesser of (a) the aggregate outstanding principal amount of the Loans, (b)the total replacement cost value of such improvements and (c) such amount as may be agreed to by the Administrative Agent). WIL-Ireland will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained. WIL-Ireland shall deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage insurance policies on all of the Obligors’ tangible personal property and assets insurance policies naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies of the Obligors naming the Administrative Agent an additional insured. In the event WIL-Ireland or any other Obligor at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay premiums and take any other action with respect thereto which the Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All requisite Governmental Authorities and other material third parties shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions.

assistant: Consents
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: re ceiving his consensual blood test result. An affirmative duty to release “following a legal warrantless arrest based on probable cause ... arises only if the arresting officer ascertains beyond a reasonable doubt that the suspicion (probable cause) which forms the basis for the privilege to arrest is unfounded.” Thompson v. Olson, 798 F.2d 552, 556 (1st Cir.1986) (citing Restatement (Second) of Torts § 134 cmt. f (1965)). Mr. Titus’s .02% BAC did not exonerate him. Rather, the facts known to Officer Ahlm were sufficient to justify his filing of the DWI charge. If the sum of the facts could not sustain a charge under applicable law, a criminal filing would not be proper, but that is not the case here. Cf. Strickland v. City of Dothan, 399 F.Supp.2d 1275, 1291, 1293 (M.D.Ala.2005) (<HOLDING>), aff'd, 210 Fed.Appx. 983 (11th Cir.2006). Options: A. holding that on the basis of the totality of the evidence when viewed objectively we conclude that a reasonable persons consent to this blood draw would have contemplated the potentiality of the results being used for criminal investigative or prosecutorial purposes thus officer agostino validly obtained from appellee his consent for the blood alcohol test B. holding that in order to convict a defendant of dui under subsection 3802b the commonwealth cannot rely on the blood serum analysis alone it must introduce evidence of alcohol by weight in terms of whole blood C. holding that independent of the implied consent law the fourth amendment requires an arrestees consent to be voluntary to justify a warrantless blood draw D. holding that once the officer received the arrestees blood test results showing the arrestee had a blood alcohol level of 000 the officer had actual knowledge of the arrestees innocence of the dui charge and had an affirmative duty to release him E. holding that the fourth amendment is implicated by the withdrawal of blood to test its alcohol content

assistant: The best answer is D. holding that once the officer received the arrestees blood test results showing the arrestee had a blood alcohol level of 000 the officer had actual knowledge of the arrestees innocence of the dui charge and had an affirmative duty to release him
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has obtained and has delivered to Lender certificates of insurance evidencing all of the Policies, with all premiums that are due and payable paid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. Neither Borrower nor, to Borrower’s knowledge, any other Person, has done, by act or omission, anything which would impair the coverage of any of the Policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Director and his successors, heirs, personal representatives and assigns.

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: should interpret Utah’s statute similarly. We are unpersuaded. While violating a federal statute may grant personal jurisdiction in any federal court, state statutes cannot properly create such wide latitude in the exercise of personal jurisdiction. Sec. Investor Prot. Corp. v. Vigman, 764 F.2d 1309, 1315 (9th Cir.1985) (citing Johnson v. Creative Arts & Wool Masters, Inc., 743 F.2d 947, 950 (1st Cir.1984) (“Minimum contacts with a particular district or state ... is not a limitation imposed on the federal courts in a federal question case by due process concerns.”)). In addition, the phrase “wherever he may be found” in the federal statute does not obviate the necessity that the court find minimum contacts between the United States and the defendant. See McNamara, 46 F.Supp.2d at 633 (<HOLDING>). ¶23 Minimum contacts are always necessary for Options: A. holding that personal jurisdiction is proper if party has sufficient minimum contacts B. holding minimum contacts were necessary for personal jurisdiction over defendant C. holding that mere ownership of property in north carolina is not sufficient to establish the necessary minimum contacts for purposes of general jurisdiction D. holding that personal jurisdiction over a party is proper if the party has sufficient minimum contacts with the forum E. holding that court did not have personal jurisdiction over nonresident defendant because plaintiff failed to show that defendant was assignee of assignor over whom court had personal jurisdiction

assistant: The best answer is B. holding minimum contacts were necessary for personal jurisdiction over defendant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire understanding of the parties hereto with regard to the subject matter contained herein. This Agreement supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every nature whatsoever with respect to the matters referred to in this Agreement, all of which have become merged and finally integrated into this Agreement. Each of the parties hereto understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Agreement, no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating to the subject matter of this Agreement not included or referred to herein and not reflected by a writing included or referred to herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the court acknowledged the possibility that the “injurious process” could have been initiated when toxic waste was first dumped in the landfill: “Although testing by Weston did not reveal contamination of third party property until 1989, the insurers themselves have argued that the geologic conditions at Landfill No. 5 were sufficient to foster the development of leachate contamination of the groundwater immediately upon the beginning of landfill operations in 1970.” Id. at 1124-25. Moreover, Dr. Steiner’s testimony rega olding that “injurious process” was initiated before leachate contamination); DeYoung & Hickman, supra, 17 N. Ky. L.Rev. at 295 (concluding that dumping of waste in landfill is directly analogous to inhalation of asbestos); Aetna Cas. & Surety Co., 28 F.Supp.2d at 454 (<HOLDING>). The dissent below also rejected the Options: A. recognizing allegation that chemical contamination continued to migrate onto plaintiffs property and enter groundwater and soil B. holding that coverage was triggered despite applicability of owned property exclusion because government had mandated remediation of the environmental contamination C. holding groundwater contamination is continuous process in which the property damage is evenly distributed over the period of time from the first contamination to the end of the last triggered policy D. recognizing that coverage could be triggered by need to prevent imminent contamination of groundwater E. recognizing that watershed isolation or acquisition serves to prevent and control water contamination

assistant: The best answer is D. recognizing that coverage could be triggered by need to prevent imminent contamination of groundwater
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 of the Subsidiaries of the Parent Guarantor and the Borrower, if any, are set forth on Schedule 7.14 or as may be disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14. All Subsidiaries listed on Schedule 7.14, if any, are Wholly-Owned Subsidiaries.

assistant: Subsidiaries
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 signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies of this Agreement from separate computers or printers. Facsimile signatures shall be treated as original signatures.

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 case excerpt and choose the best holding from the options. Case excerpt: No. l:14-cv-129, - F.Supp.2d -, -, 2014 WL 1418395, *9 (S.D.Ohio Apr. 14, 2014) (applying intermediate scrutiny where Ohio is “intruding into fact erasing” the marriage relationship); see also De Leon v. Perry, 975 F.Supp.2d 632, 662 (W.D.Tex.2014) (applying rational basis review and finding “that by declaring lawful same-sex marriages void and denying married couples the rights, responsibilities, and benefits of marriage, Texas denies same-sex couples who have been married in other states their due process”). Defendants counter that there is no due process right to have one’s marriage recognized. According to Defendants, recognition of marriages from other states is only a matter of comity, not a matter of right. See e.g., Sclamberg v. Sclamberg, 220 Ind. 209, 41 N.E.2d 801 (1942) (<HOLDING>). Defendants again stress that Windsor is a Options: A. recognizing that basis for deportation was aliens misrepresentation about his marriage not the validity of his marriage B. recognizing parties concession that their marriage performed in russia was void under indiana law because they were uncle and niece C. holding that the law to be applied in determining the validity of an outofstate marriage is the law of the state in which the marriage occurred D. holding that appellants substantive rights were not prejudiced by omission in indictment that complainant was not the spouse of the defendant because it had been clearly shown that both appellant and complainant were male and that they could not have obtained marriage license nor entered into commonlaw marriage E. holding husband could not have marriage annulled because wife was pregnant by him at time of marriage

assistant: The best answer is B. recognizing parties concession that their marriage performed in russia was void under indiana law because they were uncle and niece
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: It shall be a condition to the obligation of the Company to issue Ordinary Shares to the Grantee upon the expiration of restrictions on the Restricted Shares that the Grantee pay to the Company, upon demand (but no later than 10 days following such demand), such amount as may be requested by the Company for the purpose of satisfying any liability to withhold income or other taxes. In the event any such amount so requested is not paid, the Company may refuse to issue Ordinary Shares to Grantee upon the expiration of restrictions on the Restricted Shares. Unless the Administrator shall in its discretion determine otherwise, payment for taxes required to be withheld may be made in cash, or in whole or in part, in accordance with such rules as may be adopted by the Administrator from time to time, (a) by withholding Restricted Shares having a Fair Market Value equal to the appropriate tax withholding liability and/or (b) tendering to the Company Ordinary Shares held by the Grantee having a Fair Market Value equal to the appropriate tax withholding liability, in each case as determined by the Company in its sole discretion.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to take reasonable precautions in all communications and interactions with other users of the site and services and with other persons with whom you communicate or interact as a result of your use of the site or services , particularly if you decide to meet offline or in person .

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: Subtenant shall pay Sublandlord’s reasonable fees and expenses incurred with respect to any proposed Transfer (regardless of whether such Transfer is actually consummated), including reasonable attorneys’ fees (at market rates) incurred in reviewing Transfer documentation and required Master Landlord consents thereto, any fees charged by Master Landlord to Sublandlord in connection with any such Transfer (including expenses under Section 14.1 [Transfers] of the Master Lease), and any architects’, engineers’ and other consultants’ fees required for such Transfer, within thirty (30) days following written demand therefor from Sublandlord accompanied by invoices reasonably substantiating such costs. If Sublandlord consents to any Transfer, Subtenant shall pay to Sublandlord fifty percent (50%) of any Transfer Premium (as that term is defined in the Master Lease). Subtenant shall provide Sublandlord with a detailed statement setting forth the calculation of any Transfer Premium Subtenant either has or will derive from such Transfer. In addition, Sublandlord or its representative shall have the right at all reasonable times upon no less than ten (10) Business Days’ prior written notice to audit the books and records of Subtenant solely with respect to the calculation of the Transfer Premium. If such inspection reveals that the amount of Transfer Premium paid to Sublandlord was understated by more than five percent (5%), then within thirty (30) days of Subtenant’s receipt of the results of such audit, Subtenant shall pay Sublandlord the deficiency and the cost of Sublandlord’s audit (not to exceed $5,000).

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: None of the (a) information, exhibits or reports furnished or to be furnished by the Borrower or any Subsidiary to the Administrative Agent or to any Lender in connection with the negotiation of the Facility Documents or (b) representations or warranties of the Borrower or any Subsidiary contained in this Agreement, the other Facility Documents or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders by or on behalf of the Borrower or any Subsidiary for use in connection with the transactions contemplated by this Agreement or the Facility Documents contained, contains or will contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. There is no fact known to the Borrower (other than matters of a general economic nature) that has had or could reasonably be expected to have a Material Adverse Effect and that has not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties set forth in this Article shall survive the closing under Section 2.02, the sale of the First-Tier Assets by the Purchaser to the Issuer pursuant to the Second-Tier Sale Agreement, and the pledge of the First-Tier Assets by the Issuer to the Indenture Trustee. Upon discovery by the Seller, the Purchaser or the Indenture Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any of the restrictions or obligations contained in Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, such provision shall be modified to be effective for the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the City of New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action 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 shall affect any right that the Administrative Agent, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Obligor 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 legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of compensation or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock awards under any stock incentive plan of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or instructions, necessitates a mistrial. However, it is the well established rule in Mississippi that where a trial judge sustains an objection to testimony interposed by the defense in a criminal case and instructs the jury to disregard it, the remedial acts of the court are usually deemed sufficient to remove any prejudicial effect from the minds of jurors. Id. at 620 (citations omitted). ¶ 43. There was no abuse of discretion in denying the motion for mistrial. The record does not support, nor indicate how this emotional outburst prejudiced Snow to a degree that a mistrial was warranted. Even under the high standard necessitated by the death penalty Snow has failed to show how this outburst prejudiced this proceeding. See Drane v. State, 271 Ga. 849, 523 S.E.2d 301, 305 (1999)(<HOLDING>); Lowe v. State, 267 Ga. 410, 478 S.E.2d 762 Options: A. holding that trial court commits reversible error in giving allentype charge during penalty phase of capital trial B. holding trial courts curative instructions adequately prevented error from arising due to spectators emotional outburst during states closing argument in guiltinnocence phase of capital murder prosecution C. recognizing that use of curative or limiting instructions is within the district courts discretion D. holding that the trial judges misconduct at trial did not prejudice the defendant in light of the courts curative instructions E. holding defendant not entitled to mistrial after emotional outburst during states closing argument where the court gave curative instructions to disregard incident as irrelevant to case

assistant: The best answer is B. holding trial courts curative instructions adequately prevented error from arising due to spectators emotional outburst during states closing argument in guiltinnocence phase of capital murder prosecution