flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement may be amended or modified except by an instrument in writing executed by each of the Members. Any such written amendment or modification will be binding upon the Company and each Member; provided , that an amendment or modification modifying the rights or obligations of any Member in a manner that is materially and disproportionately adverse to such Member relative to the rights or obligations of other Members shall be effective only with that Member’s consent. Notwithstanding the foregoing, amendments to the Schedules hereto following any new issuance, redemption, repurchase or Transfer of Membership Interests in accordance with this Agreement may be made by the Board of Managers without the consent of or execution by the Members.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: affected the teacher-student re lationship. We note that, at the time of the Board’s action, the term “unprofessional conduct” was neither defined by statute nor by our jurisprudence. In deciding whether Winters’ conduct constituted unprofessional conduct, we “may substitute our judgment for agency conclusions regarding the legal effect of its factual findings.” Sanders v. Novick, 151 Ariz. 606, 608, 729 P.2d 960, 962 (App.1986). ¶ 15 With partial rebanee on Welch v. Board of Education of Chandler Unified School District No. 80 of Maricopa County, 136 Ariz. 552, 667 P.2d 746 (App.1983), Winters submits that his off-campus conduct for which he is being disciplined must bear a reasonable relationship to his fitness as a teacher. We agree. See Welch, 136 Ariz. at 555, 667 P.2d at 749 (<HOLDING>). ¶ 16 Although Winters would like us to limit Options: A. holding that constitutional questions will not be decided if case can be decided on other grounds B. holding that before a duty can be imposed there must be a relationship between the parties and the harm must have been foreseeable C. holding that wrongful or improper purpose must be shown for jurisdictional purposes D. holding that special damages must be shown to be reasonable and necessarily resulting from accident E. holding that whether actual harm to students or school must be shown or whether inference of unfitness to teach can be inferred from the conduct will be decided on a casebycase basis

assistant: The best answer is E. holding that whether actual harm to students or school must be shown or whether inference of unfitness to teach can be inferred from the conduct will be decided on a casebycase basis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See Cruden v. Bank of N.Y., 957 F.2d 961, 968 (2d Cir.1992); Feldbaum v. McCrory Corp., No. 12006, 1992 Del. Ch. LEXIS 113, at *23-*24 (Del. Ch. June 1, 1992) (applying New York law). 12 . The no action clause in that case also contained the identical "with respect to this Indenture” language present here. Feldbaum, 1992 Del. Ch. LEXIS 113 at * 17. 13 . Indeed, at least one commentator has said that the "scope of the no-action clause is rather broad," noting that it applies to "most noncontractual claims ... and to suits against defendants other than the company.” Marcel Kahan, Rethinking Corporate Bonds: The Trade-Off Between Individual and Collective Rights, 77 N.Y.U.L.Rev. 1040, 1051 (2002) (citing McMahan & Co. v. Wherehouse Entm’t, Inc., 859 F.Supp. 743, 746, 749 (S.D.N.Y.1994) (<HOLDING>), aff d in part and rev’d in part, 65 F.3d 1044 Options: A. recognizing that third party may not recover contribution against parent where child has no cause of action against parent for negligent supervision B. holding no action clause bars claims against officers of issuer underwriter of bonds and issuers parent company C. recognizing that entities holding intellectual property for parent company had no real economic substance and allowing taxation of a portion of income attributable to parent corporations business in the state D. holding parent company bound in subsequent action by res judicata effect of judgment against subsidiary E. holding that issuer and shareholder had no right to bring an action for equitable relief under 13d

assistant: The best answer is B. holding no action clause bars claims against officers of issuer underwriter of bonds and issuers parent company
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and, unless the effect of such invalidity or unenforceability would prevent the parties from realizing a material portion of the economic benefits of the Merger that they currently anticipate obtaining therefrom, shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is 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 case excerpt and choose the best holding from the options. Case excerpt: concurring, joined by Thomas, J.) (such a disparity “illustrates how a criminal law like this may effectively displace a policy choice made by the State” and, for this reason, courts “should interpret narrowly federal criminal laws that overlap with state authority unless congressional intention to assert its jurisdiction is plain”). The Federal Government’s policy choice to authorize a 5-20 year sentence for this crime effectively displaces the State’s policy choice to authorize a 3-15 year sentence for the same crime, and that is true whether the State opts not to prosecute Latón in the future or exercises its discretion to prosecute him under state law as well (and potentially create an 8-35 year sentence). See Heath v. Alabama, 474 U.S. 82, 93, 106 S.Ct. 433, 88 L.Ed.2d 387 (1985) (<HOLDING>). The Federal Government’s own prior guidance Options: A. holding that double jeopardy does not bar the prosecutions appeal of a trial courts ruling which overturns a jurys guilty verdict B. holding that a double jeopardy violation does not result from prosecutions by different sovereigns arising from the same act C. holding that the government may appeal a postverdict ruling without violating double jeopardy where the appeal does not result in a new trial D. holding the first question for purposes of a double jeopardy analysis is whether congress expressed its intent concerning multiple convictions at a single trial for different statutory violations arising from the same act or transaction E. holding that double jeopardy clause does not prohibit imposition of death sentence in alabama despite life sentence in georgia in murdertrial arising from same homicide

assistant: The best answer is B. holding that a double jeopardy violation does not result from prosecutions by different sovereigns arising from the same act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: favor of the Department of Veterans Affairs in her Title VII action alleging gender discrimination, retaliation, and hostile work environment. We have jurisdiction pursuant to 28 U.S.C. § 1291. We review de novo, Moran v. Selig, 447 F.3d 748, 754 (9th Cir.2006), and we affirm. The district court properly granted summary judgment to the defendant on Brooks’s discrimination and retaliation claims because Brooks did not raise a triable issue of fact concerning pretext. See Dominguez-Curry v. Nevada Transp. Dep’t, 424 F.3d 1027, 1037 (9th Cir.2005) (explaining that a plaintiff “must produce sufficient evidence to raise a genuine issue of material fact as to whether the employer’s proffered nondiscriminatory reason is merely a pretext for discrimination.”); see also Moran, 447 F.3d at 759 (<HOLDING>); Orr v. Bank of America, NT & SA, 285 F.3d Options: A. holding that unauthenticated documents cannot be considered at summary judgment B. holding that evidence in an inadmissible form may be considered at the summary judgment stage as long as the evidence is submitted in an admissible form at trial C. holding that unverified pleadings do not constitute competent summary judgment evidence D. holding that at the summary judgment stage there must be sufficient evidence on which the jury could find for the plaintiff E. holding that unverified complaints cannot be considered as evidence at the summary judgment stage

assistant: The best answer is E. holding that unverified complaints cannot be considered as evidence at the summary judgment stage
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: Neither party may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without the prior written consent of the other party; provided that either Party may freely assign this Agreement to a successor to all or substantially all of its relevant assets, whether by sale, merger, or otherwise, and shall provide written notice of such assignment to the other party at least thirty (30) days prior to the effective date of the assignment. In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically assume and be bound by the provisions of the Agreement by executing a writing agreeing to be bound by and subject to the provisions of this Agreement and shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or agreement to be bound by this Agreement by an assignee, no such assignment shall relieve any party assigning any interest pursuant to this Agreement from its obligations or liability pursuant to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts by original, facsimile or email signature. All executed counterparts shall constitute one Agreement not withstanding that all signatories are not signatories to the original or the same counterpart. Facsimile and scanned signatures are considered 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 legal provision and list the applicable contract clause categories. Provision: Seller Parent reserves the right to charge interest on any amount which has been due from Purchaser under this Agreement for more than thirty (30) days, at an annual interest rate of five percent (5%), accruing from the date payment was due through the date of actual payment.

assistant: Interests
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: 42 U.S.C. §§ 9606(b)(2)(C)-(D). Given that thousands of PRPs have complied with UAOs, reimbursement proceedings would appear to be the most fertile ground for finding EPA error. But GE concedes that “there has only been one Section 106(b) case that has resulted in a final judgment adverse to EPA requiring reimbursement from the government.” GE SUF at ¶ 154. At the summary judgment stage, the paucity of evidence of error from reimbursement proceedings is telling. See Celotex, 477 U.S. at 322, 106 S.Ct. 2548. In sum, when all four categories of evidence proffered by GE are carefully scrutinized, GE has pointed to just five instances of error — four examples from specific sites described in GE’s declarations and one examp iv. A.No. 05-56467, 2008 WL 4791868 at *20 (9th Cir. Nov. 5, 2008) (<HOLDING>); Dupuy v. Samuels, 397 F.3d 493, 505, 512 (7th Options: A. holding that a 746 percent error rate is unacceptably high B. holding the erroneous deprivation of the right to counsel constitutes per se reversible error C. holding that where the proper rate of interest was eight percent but the court ordered six percent movant had waived right to higher rate by not raising the issue earlier in its petition for review D. holding that a 50 percent error rate would constitute a substantial risk of erroneous deprivation E. holding that a four percent error rate constitutes substantial compliance with a statute

assistant: The best answer is D. holding that a 50 percent error rate would constitute a substantial risk of erroneous deprivation
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 RSUs will vest and be immediately transferable on the third anniversary of the Grant Date (the “ Vesting Date ”), subject to the Participant’s continued employment, appointment or service through the Vesting Date. All RSUs will be forfeited upon Participant’s Termination of Service before the Vesting Date other than as provided in Sections 2 or 3 below. Prior to the Vesting Date, an Award remains subject to substantial risk of forfeiture.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Intercreditor Collateral Agreement and the Security and Intercreditor Agreement are, and the Notes and other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.

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 legal provision and list the applicable contract clause categories. Provision: The initial term of this Agreement shall begin on November 6, 2017 (the “ Effective Date ”), and shall continue until December 31, 2019, unless sooner terminated by either party as set forth below, or until the termination of the Executive’s employment, if earlier. This Agreement shall automatically renew for successive additional one-year periods at the end of the initial term and each successive one-year period, if any, unless either party gives the other party written notice at least 90 days prior to the end of the initial term or any one-year renewal period (as applicable) that the term of this Agreement shall not be further extended. The period commencing on the Effective Date and ending on the date on which the term of this Agreement terminates is referred to herein as the “ Term ”. The Company’s failure to renew the Agreement at the end of the Term shall not, by itself, constitute termination without Cause (as defined below).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: different sponsored links appearing on a page that a consumer might believe each one is the true “producer” or “origin” of the Styrotrim product. As such, Plaintiff fails to properly plead a false designation of origin claim. (b) False Advertising Plaintiff also alleges that Defendant’s AdWords program constitutes false advertising in violation of the Lanham Act as codified at 15 U.S.C. § 1125(a)(1)(B). Maintenance of a false advertising claim under 15 U.S.C. § 1125(a)(1)(B) requires, “(1) a commercial injury based upon a misrepresentation about a product; and (2) that the injury is ‘competitive,’ or harmful to the plaintiffs ability to compete with the defendant.” Jack Russell Terrier Network of Northern California v. American Kennel Club, Inc., 407 F.3d 1027, 1037 (9th Cir.2005) (<HOLDING>). Here, Plaintiff and Defendant are not direct Options: A. holding that defendants statement that it owned the rights to a trademark did not give rise to a false advertising claim under the lanham act B. holding that while under a false association claim parties need not be direct competitors under a false advertising claim they do C. holding that both lanham act false advertising claim and a false advertising claim made under section 349 or section 350 require a showing that the advertisement was false or misleading D. holding in a false advertising case under the lanham act that a proposed disclaimer would not suffice to cure the misleadingness of an advertising claim E. holding that false arrest and false imprisonment claim were not duplicative

assistant: The best answer is B. holding that while under a false association claim parties need not be direct competitors under a false advertising claim they do
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, together with the Schedules, Exhibits and other documents delivered pursuant to this Agreement, the Transfer and Assumption Agreement and the Guaranty constitute a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter and supersedes all prior agreements, whether written or oral, between the Parties with respect to its subject matter.

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 case excerpt and choose the best holding from the options. Case excerpt: false. Ebeid ex rel. United States v. Lungwitz, 616 F.3d 993, 998 (9th Cir. 2010) (quoting Vess, 317 F.3d at 1106). “[M]ere conclusory allegations of fraud are insufficient.” Wool v. Tandem Computers Inc., 818 F.2d 1433, 1439 (9th Cir. 1987), overruled on other grounds as stated in Flood v. Miller, 35 Fed.Appx. 701, 703 n.3 (9th Cir. 2002). Broad allegations that include “no particularized supporting detail” do not suffice, Bly-Magee v. California, 236 F.3d 1014, 1018 (9th Cir. 2001), but “statements of the time, place and nature of the alleged fraudulent activities are sufficient,” Wool, 818 F.2d at 1439. Allegations of fraud based on information and belief may suffice as to matters peculiarly within the opposing party’s knowledge, so long , Inc., 245 F.3d 1048, 1051 (9th Cir. 2001) (<HOLDING>). We recognize other portions of the complaint Options: A. holding plaintiffs speculations did not satisfy rule 9b requirements B. holding a complaint failed to satisfy rule 9b where the allegations were lacking in detail C. holding that charge of money laundering need not satisfy rule 9b D. holding a broad claim with no factual support was insufficient to satisfy rule 9b E. holding allegations that fraudulent statements were made during fourmonth period insufficient to satisfy rule 9b

assistant: The best answer is D. holding a broad claim with no factual support was insufficient to satisfy rule 9b
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: provision nor in its underlying policy to suggest that Congress intended it to block actions that maintain the status quo between a debtor and its legal adversary. To the contrary, our review of the legislative history reveals precisely the opposite intent — for, as already mentioned, Congress included section 362(a) in the Bankruptcy Code to ensure the preservation of the status quo between a debtor and its creditors. See In re Chugach Forest Prods., 23 F.3d at 243 (“[The automatic stay] is designed to effect an immediate freeze of the status quo by precluding and nullifying post-petition actions, judicial or nonjudicial, in nonbankrupt-cy fora against the debtor or affecting the property of the estate.”) (internal quotations omitted); In re Morton, 866 F.2d 561, 564 (2d Cir.1989) (<HOLDING>). The cases cited by Checkers are not to the Options: A. holding that operation of state law requiring lien holder to renew lien in state court was not stayed by section 362 because extension simply allows the holder of a valid lien to maintain the status quo a policy not adverse to bankruptcy law but rather in complete harmony with it B. holding that a state tax lien was not judicial lien arising from judgment such that it could be avoided in bankruptcy by a chapter 13 debtor C. holding state courts authority under iowa code section 59821 not the lien created there under prevented debtor from claiming the iowa homestead exemption and therefore the debtor could not avoid the lien because the lien did not impair an exemption to which the debtor would have been entitled but for the lien D. holding that the lien bond releases the property from the lien but the lien is then secured by the bond E. holding that a lien holder who is not served and joined as a party to a tax suit cannot have his lien extinguished by the tax sale

assistant: The best answer is A. holding that operation of state law requiring lien holder to renew lien in state court was not stayed by section 362 because extension simply allows the holder of a valid lien to maintain the status quo a policy not adverse to bankruptcy law but rather in complete harmony with 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9gag , inc may also impose limits on certain features and services or restrict subscriber 's access to parts or all of the services without notice or liability .

assistant: Limitation of liability, Unilateral change, 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: All notices, requests and demands to or upon NETE or RBL to be effective shall be in writing and, unless otherwise expressly provided herein, shall be sufficiently given if delivered in person to or sent via nationally recognized overnight delivery addressed to a party at the address provided for such party in the Agreement or set forth under its signature below, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of their respective successors, assigns, executors, administrators and heirs; provided, however , that neither the Company nor Executive may assign any duties under this Agreement without the prior written consent of the other. Notwithstanding the foregoing, the parties acknowledge that it is anticipated that Executive will be employed by a subsidiary of the Company, and the Company may assign (in whole or in part) its rights and obligations under this Agreement to such entity without prior written consent of Executive; provided, however , that the Company shall remain liable for all compensation obligations to Executive under this Agreement. For purposes of clarity, the parties hereto acknowledge and agree that assignment of this Agreement by the Company in accordance with this Section 10.10 shall not constitute Good Reason.

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: crime). The State does not contend, however, that the incidental rule does not apply because of the dismissal of the underlying sexual abuse charge. As a result, we assume the incidental rule applies in this case. 5 . Like the confinement cases, the cases considering whether there was sufficient removal to support a kidnapping charge when a victim is moved from one room to another within an existing structure have reached differing results. In some cases, the movement from one room to another within a structure has been held insufficient removal to support a kidnapping charge. See, e.g., Buggs, 547 P.2d at 731 ("The removal of a rape victim from room to room within a dwelling solely for the convenience and comfort of the rapist is not a kidnapping.”); Goodhue, 833 A.2d at 868 (<HOLDING>). In other cases, such removal has been found Options: A. holding evidence of sexual assault relevant to show defendants motive in kidnapping victim B. holding that where the violence against the victim and the trespass to her property combine in a continuing unbroken sequence of events both the crime of assault and the crime of robbery are ongoing during the assault C. holding movement of victim from kitchen to bathroom did not exceed confinement or removal inherent in the commission of the crime of sexual assault D. holding that sexual assault of a child qualified as crime of violence under 18 usc 16 E. holding that merger did not apply because sexual assault was not a lesser included offense of seconddegree kidnapping involving sexual assault

assistant: The best answer is C. holding movement of victim from kitchen to bathroom did not exceed confinement or removal inherent in the commission of the crime of sexual assault
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: study did not completely comply with the requirements of its Noise Guidebook is not, of itself, sufficient to show that its reliance on the study was not in accordance with law or arbitrary and capricious. In Lyng v. Payne, 476 U.S. 926, 937, 106 S.Ct. 2333, 90 L.Ed.2d 921 (1986), the Supreme Court held that “not all agency publications are of binding force” — in other words, the guidelines in question must be “the kind of agency law the violation of which is remediable at all.” Generally, to be legally binding on an agency, its own publications must have been “promulgated pursuant to a specific statutory grant of authority and in conformance with the procedural requirements imposed by Congress.” See, e.g., Schweiker v. Hansen, 450 U.S. 785, 789-90, 101 S.Ct. 1468, 67 L.Ed.2d 685, (<HOLDING>); Fano v. O’Neill, 806 F.2d 1262, 1264 (5th Options: A. holding that the claims court has no jurisdiction under the tucker act over claims to social security benefits B. holding social security administration claims manual is not binding agency rule C. holding that a social security disability determination is a legal proceeding D. holding a social security number is not private E. holding employee manual binding based in part on its widespread distribution

assistant: The best answer is B. holding social security administration claims manual is not binding agency rule
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 two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by email with a pdf or similar attachment shall be effective as delivery of an original executed counterpart 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: Borrower represents and warrants to Lender that each of the representations and warranties set forth in the Loan Agreement are true and correct as of the date of this Amendment, as if made on the date of this Amendment, except for any representations that are specifically limited to a specified date or time period prior to the date of this Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE OBLIGORS, THE LENDERS AND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE OBLIGORS, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

assistant: Waiver Of Jury Trials
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: Section 2.2 (Expenses), Section 2.3 (Records), ARTICLE III (Payments)(to the extent such fees accrued prior to termination, cancellation or expiration), Section 4.1 (Return of Materials), Section 5.1 (Intellectual Property), this Section 6.3 (Survival), Section 7.1 (Confidentiality), Section 8.2 (Limitations of Liability) and Article X (Miscellaneous) shall survive any termination or expiration of this Agreement.

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: The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (0) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the respective assets of (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis and at a fair valuation, will exceed their respective debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the respective property of (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis, will be able to pay their respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) (A) the Borrowers and (B) the Loan Parties, in each case on a consolidated basis, will not have unreasonably small capital with which to conduct their respective business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Transferee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, has the power and the authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, the power, the authority and the legal right to acquire, own and sell the Assets.

assistant: Organizations
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: commerce.” Lopez, 514 U.S. at 558-59, 115 S.Ct. 1624. In Lopez, reiterated in Morrison, the Court outlined four considerations in determining whether purely intrastate activity substantially affects interstate commerce: (1) the commercial or economic nature of the intrastate activity; (2) the presence of a jurisdictional element in the statute; (3) the existence of congressional findings or legislative history demonstrating a link between the regulated activity and interstate commerce; and (4) how attenuated is the link between the intrastate activity and its effect on interstate commerce. See Morrison, 529 U.S. at 609-12, 120 S.Ct. 1740 (2000). In certain instances, an intrastate activity alone may substantially affect interstate commerce. See Jo , 57 S.Ct. 615); Ho, 311 F.3d at 602 (<HOLDING>); but see Rancho Viejo, LLC v. Norton, 323 F.3d Options: A. recognizing that the regulated activity at issue was asbestos removal rather than the plaintiffs commercial enterprise B. holding that instructions allowing a jury to find an enterprise from evidence of its activity as opposed to its structure properly conveyed the holding in turkette that proof of a pattern of racketeering activity may be sufficient in a particular case to permit a jury to infer the existence of an associationinfact enterprise C. holding that the owners at the time the land was seized are owed compensation rather than the subsequent purchasers D. holding that the forceable stop at issue was an investigatory stop rather than an arrest E. recognizing that by accepting bribes in exchange for allowing violations of a collective bargaining agreement the defendant was conducting the rico enterprise local union through racketeering activity even though the union was harmed by the racketeering activity

assistant: The best answer is A. recognizing that the regulated activity at issue was asbestos removal rather than the plaintiffs commercial enterprise
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: Amundson & Assocs., 988 P.2d at 1216 (“If proposed rates are filed with and approved by the insurance commissioner, the filed rate doctrine applies. . . . The insurance commissioner has the sole power of regulating the rates and that power includes examining any information deemed necessary to determine the excessiveness or adequacy of the rates.”); N.C. Steel Inc. v. National Council on Compensation Insurance, 496 S.E.2d 369 (N.C. 1998) (“The General Assembly has given the insurance commissioner the duty of setting rates.... We do not believe that... the General Assembly intended that duly set rates be challenged in another forum. When the commissioner approved the rates, they became the proper rates.”). Cf. Kentucky v. Anthem Insurance Cos. Inc., 8 S.W.3d 48 (Ky. Ct. App. 1999) (<HOLDING>). But see Allan Kanner, The Filed Rate Doctrine Options: A. holding that the respondents statelaw claims are barred by the filed rate doctrine B. holding that debtors request for reinstatement was not barred by judicial estoppel C. holding that under the filed rate doctrine a question regarding reasonable rates should be addressed to the department of insurance and that the rate plaintiff was charged is conclusively presumed reasonable under the filed rate doctrine D. holding that the filed rate doctrine barred request for damages but did not preclude request for injunction and civil penalties E. holding that the filed rate doctrine barred private right of action for consumer fraud

assistant: The best answer is D. holding that the filed rate doctrine barred request for damages but did not preclude request for injunction and civil penalties
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that they have both had the opportunity to review and negotiate this Employment Letter, and that any inconsistency or dispute related to the interpretation of any of the provisions of this Employment Letter shall not be construed against either party. The headings used in this Employment Letter are for convenience only and are not to be considered in construing or interpreting this Employment Letter. The Employee has been advised and had the opportunity to consult with an attorney or other advisor prior to executing this Employment Letter. The Employee understands, confirms and agrees that counsel to the Company (Becker & Poliakoff, LLP) has not acted and is not acting as counsel to the Employee and that Employee has not relied upon any legal advice except as provided by its own counsel.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless the context clearly indicates otherwise, and subject to the terms and conditions of the Plan as the same may be amended from time to time, the following terms, when used in this performance stock unit agreement, shall have the meanings set forth in this Section 2.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of the Plan shall be considered illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.

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 and its Recipients shall provide to the other Party and its Providers such assistance as is reasonably necessary for such other Party and its Providers to perform the Services, including, without limitation, making available all Transferred Employees as reasonably necessary to complete the migration of the IT Island; provided that nothing in this Section 2.2(e) shall require either Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in Article III or elsewhere in this Agreement or otherwise agreed to in writing by the Parties. For all purposes of this Section 2.2(e) , the “Services” shall include the operation or management of the Post-Closing Assets, Post-Closing Liabilities or Post-Closing Entities pursuant to Section 2.1(d) and the management of the Non-ECR Client Contracts pursuant to Section 2.1(e) .

assistant: Cooperation
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: violate clearly established law, or (b) it was objectively reasonable for the defendant to believe that his action did not violate such law.” Salim v. Proulx, 93 F.3d 86, 89 (2d Cir.1996). Although qualified immunity is a question of law for the Court, if there are factual disputes that bear directly upon whether it was objectively reasonable for an official to believe that he was acting lawfully, these disputes must be resolved by a jury before the legal question can be addressed. See Stephenson v. Doe, 332 F.3d 68, 81 (2d Cir.2003). Here, the district court properly granted summary judgment to defendant Anticev on the basis of qualified immunity because it was undisputed that Anticev did not enter or search Bonilla’s apartment. See Thomas v. Ashcroft, 470 F.3d 491, 496 (2d Cir.2006) (<HOLDING>). The district court also properly granted Options: A. holding that to state 1983 claim against defendant plaintiff must allege that defendant was personally involved in or had direct responsibility for incidents that resulted in injury B. holding that individual liability under 1983 must be based on personal involvement in the alleged constitutional violation C. holding that plaintiffs in the absence of a contrary expression from congress shall have an action under ftca against the united states as well as a bivens action against the individual officials alleged to have infringed their constitutional rights D. holding that a plaintiff in a bivens action must allege that the individual defendant was personally involved in the constitutional violation E. holding that defendant is entitled to qualified immunity because plaintiff failed to allege the violation of a clearly established constitutional right

assistant: The best answer is D. holding that a plaintiff in a bivens action must allege that the individual defendant was personally involved in the constitutional violation
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: a provision of CSRS that requires five years of civilian service for disability retirement eligibility. See 757 F.2d at 264-65. We rejected the argument that military service creditable under § 8332 for the purpose of calculating the proper annuity should also count as civilian service to meet the eligibility requirements of § 8337(a). Id. at 265. We explained that the five-year civilian service require ment is a “threshold standard of eligibility” and only if this threshold standard is met could military service be counted to determine the appropriate annuity. Id. “Congress obviously wanted only those individuals with a minimum of federal civilian service to be entitled to a federal civil service annuity.” Id.; see also Tizo v. Office of Pers. Mgmt., 325 F.3d 1378, 1380 (Fed.Cir.2003) (<HOLDING>) (citing Pub.L. No. 80-426, § 5, 62 Stat. 48, Options: A. holding that the govemment is not liable under the federal tort claims act for injuries to service members where the injuries arise out of or are in the course of activity incident to military service B. holding that under the 1948 version of csrs civil servants were required to meet the fiveyear service requirement exclusive of military service C. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service D. holding military service disability payments are community property E. holding the rule 4 requirement of delivery to the appropriate united states attorney required personal service not service by certified mail

assistant: The best answer is B. holding that under the 1948 version of csrs civil servants were required to meet the fiveyear service requirement exclusive of military service
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Administrator, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation” under Code Section 162(m), the provisions of this Section 11 will control over any contrary provision in the Plan; provided, however, that the Administrator may in its discretion grant Awards that are not intended to qualify as “performance-based compensation” under Code Section 162(m) to such Participants that are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 11.

assistant: General