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: Neither the execution, delivery or performance of this Agreement, nor the performance of the Company of its obligations hereunder will directly or indirectly (with or without notice or lapse of time) cause, constitute, or conflict with or result in (i) any breach or violation, or give rise to a right of termination, cancellation or acceleration or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under any of the provisions of, or constitute a default under, any license, mortgage or any other agreement or instrument to which the Company or its stockholders are a party; (ii) result in a violation of any of the provisions of the Company Documents; (iii) result in a violation of, or give any governmental body or agency or other individual or entity the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any, requirement of law or judicial or administrative order to which the Company is subject. The Company will not be required to give any notice to or obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Save and except as noted in the PR Disclosure Schedule PR has duly paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxes and PR has made any and all proper declarations and returns for tax purposes and all information contained in such declarations and returns is true and complete.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that he believed $15,000 would be reasonable. He also testified that, should the case go on to the Texas Supreme Court, another $5,000 to $7,000 would be required. O’Farrill’s attorney cross-examined the witness regarding the witness’s experience in filing appeals. O’Farrill’s attorney then took the stand and testified that reasonable appellate fees for an appeal to this court would be $1,500, and another $1,500 for an appeal to the Texas Supreme Court. This conflicting testimony raised a fact issue, which was resolved by the trial judge when he awarded $10,000 in appellate fees for an appeal to this court and $5,000 for an appeal to the state supreme court. This amount was somewhat less than requested and a great deal more than O’Farrill’s attorneys argued was reasonable. See id. (<HOLDING>). Legally sufficient evidence was before the Options: A. holding that testimony of two experts was unreliable because they relied on the testimony of two other experts which was also unreliable B. holding that even if an experts testimony arguably embraced the ultimate issue such testimony is permissible as long as the experts testimony assists rather than supplants the jurys judgment C. holding that conflicting testimony raised fact issue fact finder was not obliged to accept one experts testimony over the other D. holding that the issue of proximate causation involves application of law to fact which should be left to the fact finder subject to limited review E. holding the question of necessity is one of mixed law and fact and accordingly one for the fact finder in the ordinary case

assistant: The best answer is C. holding that conflicting testimony raised fact issue fact finder was not obliged to accept one experts testimony over the other
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: was clearly untimely. The BIA also properly held that Zhang’s conversion to Christianity was a change in his personal circumstances, not a change in country conditions that would support reopening. Liu v. Att’y Gen., 555 F.3d 145, 150-51 (3d Cir.2009). We have recognized, however, that an alien who has been ordered removed can file an untimely or successive asylum application based on changed personal conditions if the alien can also show changed country conditions in the motion to reopen. Id. at 150. Thus, Zhang would be eligible to file a second asylum application in reopened proceedings based on his Christian faith, if he is able to establish relevant changed country conditions since the time of his initial asylum proceedings. Filja v. Gonzales, 447 F.3d 241, 251, 252 (3d Cir.2006) (<HOLDING>). Zhang argued before the BIA that there has Options: A. holding that change in country conditions is measured from time of proceedings before ij B. holding that in determining whether evidence accompanying a motion to reopen demonstrates a material change in country conditions that would justify reopening we compare the evidence of country conditions submitted with the motion to those that existed at the time of the merits hearing below C. holding that a change in personal circumstances in the united states does not constitute a change in country conditions and therefore does not establish an exception to the filing deadline for motions to reopen D. holding that risk must be measured at the time the lawsuit is filed E. holding that in evaluating evidence of changed country conditions the bia compares the evidence of country conditions submitted with the motion to those that existed at the time of the merits hearing below

assistant: The best answer is A. holding that change in country conditions is measured from time of proceedings before ij
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 awards made under the Plan (whether vested or unvested) are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy of the Company that is applicable to the Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent that the Parent and the Borrower fail to pay any amount required to be paid by them under clause (a) or (b) of Section 9.05 to the Administrative Agent, any Related Party thereof or any director, trustee, officer, employee, investment advisor or agent of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or such Related Party, director, trustee, officer, employee, investment advisor or agent, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such, or against any Related Party thereof or any director, trustee, officer, employee, investment advisor or agent of any of the foregoing acting for the Administrative Agent in connection with such capacity. For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time (or most recently outstanding and in effect). The obligations contained in this Section 8.05 shall survive the termination of this Agreement and the earlier resignation or removal of the Administrative Agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Powers . Each of the Loan Parties (a) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, (b) has all requisite power and authority to own and operate its property and assets, to lease the property it operates as lessee and to carry on its business as now conducted and as proposed to be conducted, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure to so qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (d) has the power and authority to execute, deliver and perform its obligations under each Loan Document and each Material Contract, in each case to which it is or will be a party, including, in the case of the Borrower, to borrow hereunder, in the case of each Loan Party, to grant the Liens contemplated to be granted by it under the Security Documents, in the case of each Subsidiary Guarantor and the Borrower, to Guarantee the Obligations as contemplated by the Subsidiary Guaranty, and, in the case of the Completion Guarantor, to make the guarantees and incur the other obligations set forth in the Completion Guaranty.

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 legal provision and list the applicable contract clause categories. Provision: The Borrower and each of the Subsidiary Borrowers agree to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower or any Subsidiary Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower or any Subsidiary Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower or any Subsidiary Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower or relevant Subsidiary Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of Eurodollar Loans or conversion of a Eurodollar Loan on a day that is not the last day of an Interest Period with respect thereto or (d) assignment of a Eurodollar Loan on a day that is not the last day of an Interest Period as a result of the request of the Borrower pursuant to Section 2.22. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. In particular, the Partnership has been formed pursuant to the Partnership Act, and the rights and liabilities of the Partners shall be as provided therein, except as herein otherwise expressly provided. If any provision of this Agreement shall be held to be invalid, such provision shall be given its meaning to the maximum extent permitted by law and the remainder of this Agreement shall not be affected thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 4.3 sets forth (a) the authorized capital stock of the Company on the date hereof; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, non-assessable and free of pre-emptive rights.

assistant: Capitalization
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: 11.1 as a guest , you are responsible for leaving the accommodation ( including any personal or other property located at the accommodation ) in the condition it was in when you arrived .

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: All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given ( i ) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, ( ii ) on the first business day following the date of dispatch if delivered by a recognized next-day courier service or ( iii ) on the third business day following the date of mailing if delivered by domestic registered or certified mail, properly addressed, or on the fifth business day following the date of mailing if sent by airmail from a country outside of North America, to Indemnitee at the address shown on the signature page of this Agreement, to the Corporation at the address shown on the signature page of this Agreement, or in either case as subsequently modified by written notice.

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: It is the express intention and agreement of the parties hereto that the provisions of Sections 6, 7, 8, 10, 11, 12, 13, 15, 16, 17, 19, 20, 21, 23, 24 and 25 hereof and this Section 14 shall survive the termination of employment of the Executive or the termination or expiration of the Employment Period. In addition, all obligations of the Company to make payments hereunder shall survive any expiration of the Employment Period on the terms and conditions set forth herein.

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 case excerpt and choose the best holding from the options. Case excerpt: and it would reach too far to say that mere corporate presence suffices. Id. at 1669 (citation omitted). To determine whether Plaintiffs have displaced the presumption against extraterritoriality, we first consider the threshold inquiry of whether the presumption is “self-evidently dispositive” or whether “its application requires further analysis.” Morrison v. Nat’l Australia Bank Ltd., 561 U.S. 247, 266, 130 S.Ct. 2869, 177 L.Ed.2d 535 (2010); see also Mastafa, 770 F.3d at 182. That is, when a complaint alleges no contact “between the injuries alleged and the territory of the United States,” the presumption against extraterritoriality is not displaced and the inquiry, in all likelihood, ends there. Mastafa, 770 F.3d at 182-83; Balintulo v. Daimler AG, 727 F.3d 174, 189 (2d Cir. 2013) (<HOLDING>). The Kiobel complaint, which contained no Options: A. holding defendant failed to rebut statutory presumption where evidence was not particular to the facts and circumstances of the case B. holding plaintiffs claims did not rebut the presumption against extraterritoriality set forth in kiobel ii because the plaintiffs have failed to allege that any relevant conduct occurred in the united states emphasis added C. holding that to rebut presumption plaintiff need only allege specific facts not plead evidence D. holding that because a judgment was awarded the plaintiffs against the united states no judgment will be announced against the government employee E. holding that despite plaintiffs allegations of a conspiracy they did not suggest that any of the acts committed by individual defendants occurred in the united states

assistant: The best answer is B. holding plaintiffs claims did not rebut the presumption against extraterritoriality set forth in kiobel ii because the plaintiffs have failed to allege that any relevant conduct occurred in the united states emphasis added
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: (i.e., the principle and the methodology) on which the proffered DNA evidence is based ‘relevant’ to understanding the evidence or to determining a fact in issue? “Trial courts should use the flexible Daubert [v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1998)], analysis in making the ‘reliability’ (scientific validity) assessment. In making that assessment, the courts should employ the following factors: (1) testing; (2) peer review; (8) rate of error; and (4) general acceptance. “Trial courts should make the ‘relevance’ assessment by addressing the ‘fit’ between what the scientific theory and technique are supposed to show and what must be shown to r 197 [ (8th Cir.1993), cert. denied, 510 U.S. 1062, 114 S.Ct. 734, 126 L.Ed.2d 697 (1994) ] (<HOLDING>). We recognize that the state of scientific Options: A. holding that the existence and content of a police report are not properly the subject of judicial notice B. holding that another courts decision is a proper subject of judicial notice C. holding that the reliability of the restriction fragment length polymorphism rflp procedure was subject to judicial notice D. holding that reliability of the polymerase chain reaction pcr method of dna typing would be subject to judicial notice in future cases E. recognizing that pleadings in the underlying case are subject to judicial notice by an appellate court

assistant: The best answer is C. holding that the reliability of the restriction fragment length polymorphism rflp procedure was subject to judicial notice
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: entered against VIPA will not come from the GVI unless that body voluntarily makes such a payment. While VIPA may find a multi-million dollar judgment extremely burdensome, it could raise the funds if absolutely necessary. This result weighs strongly in favor of denying alter ego status. See Fitchik, 873 F.2d at 661. B. Status of VIPA Under GVI Law In regard to the first factor under this category — how GVI law treats VIPA generally — the Court notes several factors. On one hand, VIPA is considered a "public employer" for purposes of labor relations. 24 V.I.C. § 362. On the other hand, VIPA is considered by the Virgin Islands' courts to be outside the scope of the Tort Claims Act, which applies to the GVI. See Cintron v. Virgin Islands Port Authority, 18 V.I. 105, 106 (Terr. Ct. 1981) (<HOLDING>). Additionally, the Virgin Islands legislature Options: A. holding legislatures intent is determined from plain and common meaning of words used B. holding that plain meaning of legislation should be conclusive C. holding plain meaning of relevant gvi code provisions dictates that vipa is separate and distinct from gvi D. holding that the separate and distinct claims of two or more plaintiffs cannot be aggregated to establish jurisdiction E. holding that leaving the scene and failing to render assistance are separate and distinct offenses

assistant: The best answer is C. holding plain meaning of relevant gvi code provisions dictates that vipa is separate and distinct from gvi
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of New York v. Cyco.net, Inc., 383 F.Supp.2d 526, 543 (S.D.N.Y.2005). Thus, if, as the Plaintiff claims, this case should be treated as a contract dispute, the Court would consider where the entirety of the patent applications were discussed and drafted, and whether CSHL could be considered the location where the patent would be “performed.” Furthermore, courts have routinely held in the context of contract dispute cases that venue under § 1391(a)(2) “may be satisfied by a communication transmitted to or from the district in which the cause of action was filed, given a sufficient relationship between the communication and the cause of action.” Constitution Reins. Co. v. Stonewall Ins. Co., 872 F.Supp. 1247, 1249 (S.D.N.Y.1995) (internal quotations omitted); Sacody, 862 F.Supp. at 1157 (<HOLDING>); Sea Tow Servs. Intern., Inc. v. Pontin, 472 Options: A. holding that venue for litigation was proper based on 28 usc 1441 even though forum selection clause provided that the courts of the commonwealth of massachusetts would be the exclusive forum B. recognizing that where plaintiff is from the forum state and defendant is from an alternate forum each forum can claim a connection to one of the parties C. holding that phone and facsimile communications to the forum purchase orders and payments sent to the forum a choice of law clause within the contract regarding the forum state and delivery of the product within the forum state were not enough to satisfy minimum contacts D. holding venue requirements satisfied by receipt of correspondence and telephone calls in forum district even though conduct constituting breach of confidentiality agreement occurred outside of forum state E. holding that a permissive forum selection clause containing a waiver of any claims of forum non conveniens amounts to a mandatory forum selection clause at least where the plaintiff chose the designated forum

assistant: The best answer is D. holding venue requirements satisfied by receipt of correspondence and telephone calls in forum district even though conduct constituting breach of confidentiality agreement occurred outside of forum state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with obtaining HSR Clearance, each of Assembly and Allergan shall (a) cooperate with each other in connection with any investigation or other inquiry relating to an HSR Filing and the transactions contemplated by this Agreement; (b) keep the other Party or its counsel informed of any material communication received from or given to the FTC or DOJ relating to the HSR Filing and the transactions contemplated by this Agreement (and provide a copy to the other Party if such material communication is in writing); (c) permit the other Party or its counsel to review in advance, and in good faith consider the views of the other Party or its counsel concerning, any written submission or filing (and documents submitted therewith) intended to be given to the FTC or DOJ; and (d) not participate in any substantive meeting or substantive discussion with FTC or DOJ in respect of investigation or inquiry concerning the transactions contemplated hereby unless it consults with the other party in advance and, except as prohibited by applicable Law or Governmental Authority, gives the other party the opportunity to attend and participate thereat; provided , that after good faith consideration of any input from Assembly, Allergan shall make the final determination as to the appropriate strategy relating to any filing or submission that is necessary under the HSR Act, including with respect to any filings, notifications, submissions and communications with or to the FTC or the Antitrust Division of the DOJ.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the continued compliance by each of the Security Parties and the GSS Guarantor with the provisions contained herein, in the Facility Agreement and in the other Transaction Documents and upon the condition that no creditor under any debt instrument or facility, which the Guarantor or any of its Subsidiaries are party to or in respect of which the Guarantor or any of its Subsidiaries have repayment obligations (collectively, “Other ISH Debt Facilities”), has taken any enforcement action, the Creditors hereby agree to waive application of Sections 9.3(b) and (e) through March 31, 2016 (or such earlier date when the financial covenants under the Other ISH Debt Facilities are tested again or the waiver under any of the Other ISH Debt Facilities is rescinded, has expired or otherwise not in force and effect) (the “Waiver Expiration Date”). For the avoidance of doubt, the waiver granted herein shall be rescinded, and application of the aforementioned provisions of the Facility Agreement shall be reinstated, if any of the conditions to the waiver is breached. The Security Parties and the GSS Guarantor hereby agree and acknowledge that all financial covenants, including those set forth in Section 9.3(b) and (e), shall be tested on the Waiver Expiration Date in the absence of any further waiver or amendment to the Facility 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: Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. For purposes of Section 9.04 of the Term Loan Agreement only, Section 5.27 herein shall be deemed to have a section heading designated as “Section 7.23” and Article VII herein shall be deemed to have a section heading designated as “Section 9.1”.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement and the other Note Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Issuers and the other Note Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder or thereunder without the prior written consent of the Purchasers and, except as otherwise set forth herein, so long as no Default or Event of Default has occurred and is continuing, no Purchaser may assign or otherwise transfer any of its rights or obligations hereunder except with the prior written consent of the Issuers. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, and, to the extent expressly contemplated hereby, the Related Parties of each of the Collateral Agent and the Purchasers) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE ISSUING LENDER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER OR TO ENFORCE RIGHTS AND REMEDIES IN RESPECT OF COLLATERAL IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT, ISSUING LENDER OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT, THE ISSUING LENDER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

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: The terms of the transaction contemplated in this Agreement, including, without limitation, the Purchase Price, all other financial terms, and all Due Diligence Materials, shall remain confidential and shall not be disclosed by any party hereto without the written consent of the other except (a) to such party’s directors, officers, partners, members, employees, legal counsel, accountants, lenders, engineers, architects, brokers, financial advisors, and similar professionals and consultants, to the extent such party deems it necessary or appropriate in connection with the transaction contemplated hereunder (and such party shall inform each of the foregoing parties of such party’s obligations under this Section and shall secure the agreement of such parties to be bound by the terms hereof), or (b) as otherwise required by Law or regulation (including the rules and regulations of a securities exchange). Unless and until the transaction contemplated by this Agreement shall close, Buyer shall also keep confidential all documents, reports, and information concerning the Properties obtained from Sellers or through the due diligence investigation of the Properties by Buyer or its agents, except to the extent permitted by clauses (a) or (b) above. The provisions of this Section 10.20 shall survive any termination of this Agreement or the Closing (as applicable).

assistant: Confidentiality
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 has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally, general principles of equity, regardless of whether considered in a proceeding in equity or at Law and an implied covenant of good faith and fair dealing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the language of the statute that limits its reach to acts of violence perpetrated by members of one religious group against members of another. While hate crimes are often committed by members of one religious (or racial or ethnic) group against another, history is replete with examples of internecine violence. By the Defendants’ logic, a violent assault by a Catholic on a Protestant, or a Sunni Muslim on a Shiite Muslim, or an Orthodox Jew on a non-Orthodox Jew, would not be prohibited by this statute. There is no logical reason why such acts of violence should be excepted from the reach of the Hate Crimes Prevention Act, and, in the absence of any language suggesting such a limitation, the Court is not going to create such an exception. See Doe v. Boland, 680 F.Bd 491 (6th Cir.2011) (<HOLDING>). D. Religious Freedom Restoration Act Finally, Options: A. holding invalid warrant did not create probable cause for arrest B. recognizing the rule and the exception but holding facts did not support claim to exception C. holding that the court of appeals correctly stated the public policy exception but erroneously concluded that the exception did not apply D. holding that a court cannot not infer imply or create a statutory exception where congress did not explicitly make one E. recognizing exception

assistant: The best answer is D. holding that a court cannot not infer imply or create a statutory exception where congress did not explicitly make one
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: for example , we may need to do so in connection with an update to our services , like to bring you the most up-to-date and innovative features , or to address a legal or safety concern .

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: If a court of competent jurisdiction determines that any part of Sections 6 through 16 is not enforceable, then the parties request that such court modify such provision in order to render such provision not unenforceable and then enforce the provision as modified. The parties further agree that each provision of this Agreement is severable from each other provision of this Agreement. If the Employee violates any of the restrictions contained in Sections 6 through 8 , the Restricted Period shall not run in favor of the Employee from the time of the commencement of any such violation until such time as such violation shall cease.

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: The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in the Preferred Stock.

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 Company shall pay to Executive a base salary of $385,000 per year, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly). Executive’s base salary shall be subject to review annually by and at the sole discretion of the Compensation Committee of the Board or its designee.

assistant: Base Salary
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 dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions.

assistant: Arbitration
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 may not display content from crowdtangle as any sort of public-facing display , app , product or otherwise external format without the express written consent of crowdtangle .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on all but one o g to object to remarks in a prosecutor’s closing argument is cognizable in a motion for postconviction relief. See Eure v. State, 764 So.2d 798, 801 (Fla. 2d DCA 2000); Ross v. State, 726 So.2d 317, 318 (Fla. 2d DCA 1998). Moreover, it is improper argument for the prosecutor to suggest that the only way to believe the accused’s version of events is to disbelieve a witness’s testimony. See Clewis v. State, 605 So.2d 974 (Fla. 3d DCA 1992). Accordingly, we reverse and remand to the trial court for further proceedings. Because the attachments to the trial court’s order fail to refute Perry’s claim regarding trial counsel’s failure to object to improper closing argument, we reverse for an evidentiary hearing. See Goswick v. State, 658 So.2d 1215 (Fla. 1st DCA 1995) (<HOLDING>). Affirmed in part, reversed in part, and Options: A. holding that the prejudice prong of strickland was not met in a claim of ineffective assistance of counsel for failing to object to the prosecutors misstatement of law where the trial court properly instructed the jury B. holding that reversal required where trial court did not attach portions of the transcripts to refute claim of ineffective assistance of trial counsel for failing to object to improper closing argument C. holding trial counsel was ineffective for failing to object to improper argument about defendants exercise of his right to a jury trial and stating that the prosecution cannot use the defendants exercise of specific fundamental constitutional guarantees against him at trial D. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel E. holding that failure to object to admissible evidence was not ineffective assistance of counsel

assistant: The best answer is B. holding that reversal required where trial court did not attach portions of the transcripts to refute claim of ineffective assistance of trial counsel for failing to object to improper closing argument
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: accord Gilbert v. Ince, 1999 UT 65, 119, 981 P.2d 841 (acknowledging the Restatement definition of malicious prosecution of criminal actions). 5 . Because we decide this issue under rule 12(b)(6) we need not consider NCR's argument that the claim was barred under the Workers' Compensation Act. See Olsen v. Chase, 2011 UT App 181, ¶ 19, 270 P.3d 538 ("While we possess the authority to affirm on alternative grounds, 'we are not obligated to exercise this authority.' " (quoting O'Connor v. Burningham, 2007 UT 58, 123, 165 P.3d 1214). 6 . Tomlinson's intentional infliction of emotional distress claim also fails because he has not alleged that he actually suffered extreme emotional distress as a result of NCR's conduct. Compare Schuurman v. Shingleton, 2001 UT 52, 115, 25, 26 P.3d 227 (<HOLDING>), with Walter v. Stewart, 2003 UT App 86, 129, Options: A. holding that act did not bar intentional infliction of emotional distress claim B. holding that a tort claim for intentional infliction of emotional distress is distinct from a claim for emotional distress damages under the employment discrimination statute C. holding that claims of a destroyed marriage failing to seek treatment for an eating disorder and depression and the need for future counseling services were insufficient to maintain a claim of intentional infliction of emotional distress D. recognizing validity of cause of action for intentional infliction of emotional distress E. recognizing the tort of intentional infliction of emotional distress

assistant: The best answer is C. holding that claims of a destroyed marriage failing to seek treatment for an eating disorder and depression and the need for future counseling services were insufficient to maintain a claim of intentional infliction of emotional distress
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: Lender hereby waives any Event of Default arising as a result of the Existing Event of Default, and agrees, subject to the effectiveness of this Waiver and the terms and conditions hereof, that each such Existing Event of Default shall be deemed waived as of the date of occurrence of such Existing Event of Default. Lender hereby waives compliance by Borrower with Section 7.16(a) of the Loan Agreement for (i) the month ended July 31, 2016 and the three (3) months then ended and (ii) the month ended August 31, 2016 and the three (3) months then ended. In addition, Lender hereby waives compliance by Borrower with Section 7.16(b) of the Loan 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 case excerpt and choose the best holding from the options. Case excerpt: F.Supp.2d 918, 921 (E.D.Mich.2003). The court granted the motion because it found that based upon the new evidence, a reasonable fact-finder could infer that the defendant did in fact unlawfully intercept or aid in intercepting DIRECTV’s signals using the devices. Id. DIRECTV contends that the Karpinsky opinions, considered together, implicitly support the proposition that a defendant’s purchase of a Pirate Access Device, coupled with evidence of the defendant’s purchase or possession of a DIRECTV satellite system, is sufficient to withstand a motion for summary judgment. A plaintiff need not produce direct evidence to establish that a communication was received or intercepted, but may rely upon circumstantial evidence to do so. See Walker v. Darby, 911 F.2d 1573, 1578 (11th Cir.1990) (<HOLDING>). In spite of the large number of cases DIRECTV Options: A. holding that the same types of evidence used to prove a title vii claim also may be used to prove a 1983 claim B. holding that fraud may be inferred from circumstantial evidence C. holding that circumstantial evidence may be used to prove a wiretap claim including actual interception D. holding that circumstantial evidence maybe sufficient to prove venue E. holding that such circumstantial evidence may be used to prove discrimination

assistant: The best answer is C. holding that circumstantial evidence may be used to prove a wiretap claim including actual interception
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: Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to the Employee at the home address that the Employee most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

assistant: Notices