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 waiver by Rigel of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by Rigel of any right under this Agreement shall be construed as a waiver of any other right. Rigel shall not be required to give notice to enforce strict adherence to all terms 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 case excerpt and choose the best holding from the options. Case excerpt: the nonresident defendant had established minimum contacts with Rhode Island because the defendant possessed, as assignee, an interest in a mortgage that the assignor had allegedly originated in Rhode Island. Id. The court determined that the assignor’s “origination of the loan in Rhode Island is irrelevant to [the defendant’s] contacts with the state,” because the court could not find minimum contacts on the basis of the un 8 S.Ct. 1228, 1239, 2 L.Ed.2d 1283 (1958)); cf. Smith v. Halliburton Co., 118 N.M. 179, 187, 879 P.2d 1198, 1206 (Ct.App.), cert. denied, (May 16, 1994) (“[C]ontacts with a forum state are not attributed or imputed to a successor corporation solely through acquisition of assets and liabilities_”). But see Stavrides v. Zerjav, 848 S.W.2d 523, 528-29 (Mo.Ct.App.1993) (<HOLDING>). Although the Court does not have personal Options: A. holding that a choice of law provision is not sufficient to confer personal jurisdiction over a nonresident defendant B. holding no personal jurisdiction over nonresident guarantor C. holding that court did not have personal jurisdiction over nonresident defendant because plaintiff failed to show that defendant was assignee of assignor over whom court had personal jurisdiction D. holding that nonresident defendants failure to make payments in florida coupled with forum selection clause sufficient for court to exercise personal jurisdiction over nonresident defendant E. holding that court did not have personal jurisdiction over nonresident defendant where defendant assignee received patents from assignor over whom court had personal jurisdiction in part because the unilateral activity of those who claim some relationship with a nonresident defendant cannot satisfy the requirement of contact with the forum state

assistant: The best answer is C. holding that court did not have personal jurisdiction over nonresident defendant because plaintiff failed to show that defendant was assignee of assignor over whom court had personal jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no Action pending or, to the knowledge of the Company, threatened, which could reasonably be expected to result in a Material Adverse Effect. Neither Company nor any Subsidiary, nor to the knowledge of Company any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of Company, there is not pending or contemplated, any investigation by the Commission involving Company or any current or former director or officer of Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any provision of this Agreement or any other Subordinated Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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: (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate or the Federal Funds Effective Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in this Agreement to the contrary, unless the Company is notified in writing to the contrary by the Anchor Investor, (A) each Anchor Investor hereby waives any and all rights (i) to receive notice of a Demand Registration relating to any Underwritten Offering as provided for in this Section 2 or (ii) to participate in any such Underwritten Offering, and (B) the Company hereby agrees not to notify any Anchor Investor of any Underwritten Offering or provide any Anchor Investor with any information relating thereto.

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: All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the First Lien Guaranty and Security Agreement or, if not defined therein, in the Credit Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the First Lien Guaranty and Security Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of the Confidentiality Agreement shall apply to all confidential information (within the meaning of the Confidentiality Agreement) exchanged between the parties in connection with this Agreement. The scope of the Confidentiality Agreement shall be deemed automatically expanded as necessary to cover the activities contemplated by this Agreement, and in the event the Confidentiality Agreement expires or is terminated prior to the expiration or termination of this Agreement, the terms of the Confidentiality Agreement shall continue to govern the parties’ obligations of confidentiality with respect to any confidential information hereunder for the Term and for ten (10) years following expiration or termination of this Agreement , as though such Confidentiality Agreement remained in full force and effect.

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: The Executive shall refrain, both during the Employment Period and after the termination of such employment, from making or publishing any oral or written statements about the Company or any subsidiary or affiliate, or any of their known respective officers, employees, stockholders, investors, directors, agents or representatives, that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm any of the foregoing. The foregoing restriction shall include, without limitation, statements made, whether directly or indirectly, to or on social media, internet websites, blogs and electronic bulletin boards, as well as statements to the media, including writers, researchers, reporters, magazines, newspapers, book publishers, television stations, radio stations, the motion picture industry, public interest groups, and the publishing industry generally. In the event such a communication is made to anyone, it will be considered a material breach of the terms of this Agreement. This provision is not intended to limit the Executive’s right to give nonmalicious and truthful testimony should he be subpoenaed to give such testimony, and the foregoing restrictions shall not apply with respect to the Executive’s communication with federal, state or local governmental agencies as may be legally required or otherwise protected by law.

assistant: Non-Disparagement
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 shall be modified, waived or discharged unless the modification, waiver or discharge is agreed in writing and signed by the Covered Person and by an authorized officer of the Company (other than the Covered Person). No waiver by either party of any breach of, or compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision of the same condition or provision at another time.

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: The Plan and this Award Agreement constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and supersedes all prior agreements, understanding, inducements or conditions, express or implied, oral or written, relating to the subject matter hereof, except as herein contained. The express terms of the Plan and this Award Agreement control and supersede any course of performance and/or usage of trade inconsistent with any of the terms hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it is an original civil action, the proceedings in an IDEA case are governed by the Federal Rules of Civil Procedure. Pursuant to the Federal Rules, civil actions are initiated by a complaint and responded to by an answer, counterclaim, or motion to dismiss. Thus, the Board’s response was an answer and compulsory counterclaim. Pursuant to Rule 13(a) of the Federal Rules of Civil Procedure, the Board’s counterclaim was compulsory because it arises from the same administrative hearing and review officer’s decision, involves the same child and school district, and evokes consideration of the same law. In this circuit a compulsory counterclaim relates. back to the time of the filing of the, plaintiffs complaint. See Burlington Indus. v. Milliken & Co., 690 F.2d 380, 389 (4th Cir.1982) (<HOLDING>). Because the Kirkpatricks timely filed the Options: A. holding that when plaintiff files timely action he effectively tolls running of statute of limitations for that occurrence meaning no justification for barring defendants counterclaim arising from that occur rence B. holding that the institution of plaintiffs suit tolls or suspends the running of the statute of limitations governing a compulsory counterclaim C. holding that the filing of a complaint in a class action suit suspends the statute of limitations but a denial of class certification reactivates the statute of limitations for potential plaintiffs D. holding that where counterclaim arises out of same transaction alleged in plaintiffs complaint is not barred by a running of the statute of limitations thereafter rather statute of limitations is suspended until counterclaim is filed E. holding that the running of the statute of limitations is an affirmative defense

assistant: The best answer is B. holding that the institution of plaintiffs suit tolls or suspends the running of the statute of limitations governing a compulsory counterclaim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to abide by all messages and signs pertaining to proprietary rights , such as -- copyright mark -lsb- © -rsb- or trademark -lsb- ® or ™ -rsb- accompanying the content .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: King "retains rigid control over the entirely of the labeling and packaging ... largely displacing the ability of manufacturers to make additional claims.” Id. Because the provisions of FIFRA do not exhaust the field of labeling, we find the King decision nondispositive. 9 . See generally N.Y. Uniform Commercial Code Law §§ 2-314, 2-315 (McKinley 1993). Section 2-314, entitled "Implied Warranty: Merchantability; Usage of Trade,” states in part that "[g]oods to be merchantable must be ... adequately contained, packaged, and labeled as the agreement may require...." N.Y. Uniform Commercial Code Law §§ 2-314(2)(e) (McKinley 1993). Section 2-315 addresses the implied warranty of fitness for a particular purpose. 10 . See Wright v. Dow Chemical, U.S.A., 845 F.Supp. 503, 511 (M.D.Tenn.1993) (<HOLDING>). 11 . The official comment to 2-315 states Options: A. holding that an action for breach of implied warranty of merchantability under the uniform commercial code is a product liability action within the meaning of the products liability act if as here the action is for injury to person or property resulting from a sale of a product B. holding that an implied warranty of merchantability does not create a labeling requirement different from or in addition to those mandated by fifra because the implied warranty of merchantability arises from the sale itself not from a state labeling regulation citation omitted C. holding that fifra preempts breach of warranty claims based on labeling D. holding fifra preempts implied warranty claims E. holding inter alia defendant breached implied warranty of merchantability where an express warranty regarding safety of goods was printed on package and where goods failed to conform to the express warranty

assistant: The best answer is B. holding that an implied warranty of merchantability does not create a labeling requirement different from or in addition to those mandated by fifra because the implied warranty of merchantability arises from the sale itself not from a state labeling regulation citation omitted
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: federal claims in the ongoing state proceeding for the purposes of meeting the second exception of the Anti-Injunction Act. In Caulder v. Durham Housing Authority, 433 F.2d 998 (4th Cir.1970), the Fourth Circuit affirmed the injunction of a state court eviction proceeding where it seemed that “plaintiffs right, if any, to litigate the issues in a state court appearfed] more theoretical than real”. Id. at 1002. Similarly, to establish the inadequacy of state remedies for the purposes of avoiding Younger abstention, the Plaintiffs must “show[] that the State’s laws, procedures, or practices would prevent [their] effective interposition of [their] federal contentions”. Kirschner, 225 F.3d at 235; see also Spargo v. New York State Com’n on Judicial Conduct, 351 F.3d 65, 78 (2d Cir.2003) (<HOLDING>). As set forth below, the Court finds that: (1) Options: A. holding that the plaintiffs state law claims are preempted by federal law B. holding that because the federal plaintiffs claims were essentially derivative of the state defendants younger abstention applied C. holding that to avoid younger abstention plaintiffs must demonstrate that state law bars the effective consideration of their federal claims D. holding that younger abstention is jurisdictional E. holding that younger abstention was appropriate while the case works its way through the state appellate process

assistant: The best answer is C. holding that to avoid younger abstention plaintiffs must demonstrate that state law bars the effective consideration of their federal claims
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: After the termination of Executive’s employment for any reason this Agreement and the respective rights and obligations of the parties set forth in Sections 2.8 through 2.11 and Sections 3 through 18 hereof shall survive such termination.

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: has a racially disproportionate impact.” (emphasis in original)); Palmer v. Thompson, 403 U.S. 217, 224, 91 S.Ct. 1940, 29 L.Ed.2d 438 (1971) (“[N]o case in this Court has held that a legislative act may violate equal protection solely because of the motivations of the men who voted for it.”). See also Marsh v. Newton, 134 F.3d 383, at *2 (10th Cir.1998) (unpublished) (“‘To establish a gender-based claim under the Equal Protection Clause, [the plaintiff] must, .as a threshold matter, demonstrate that [the plaintiff has] been treated differently by a state actor than others who are similarly situated simply because [the plaintiff] belong[s] to a particular class.’” (quoting Keevan v. Smith, 100 F.3d 644, 647-48 (8th Cir.1996))); Barney v. Pulsipher, 143 F.3d 1299, 1312 (10th Cir.1998) (<HOLDING>). If the plaintiff can produce evidence of Options: A. holding equal protection under the federal constitution applies to similarly situated persons B. holding that the equal protection clause is essentially a direction that all persons similarly situated should be treated alike C. holding that equal protection claim by prisoner lacked merit where prisoner not similarly situated to others who were permitted to engage in relevant conduct D. holding that black residents failed to state an equal protection claim where they did not allege the existence of a similarly situated group of white residents who were treated differently E. holding that to assert a viable equal protection claim plaintiffs must first make a threshold showing that they were differently treated from others who were similarly situated to them

assistant: The best answer is E. holding that to assert a viable equal protection claim plaintiffs must first make a threshold showing that they were differently treated from others who were similarly situated to them
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: earlier and lessened the seriousness of the injuries resulting from that perforation. In support of this claim, plaintiff relies upon the expert testimony of a nurse, Rosalyn Marie Harris-Offutt. Defendants, however, argue that they are entitled to summary judgment because (1) Ms. Harris-Offutt was not qualified to testify as an expert witness under Rule 702(b)(2) of the Rules of Evidence, and (2) Ms. Harris-Offutt, as a nurse, is not qualified to testify regarding medical causation. In opposing a motion for summary judgment in a medical malpractice case, a plaintiff must demonstrate that her expert witness is competent to testify and, in the absence of such a showing, summary judgment is properly granted. See Weatherford v. Glassman, 129 N.C. App. 618, 623, 500 S.E.2d 466, 469 (1998) (<HOLDING>). The question. before this Court is, Options: A. holding that deposition testimony offered in opposition to a motion for summary judgment in a medical malpractice case must reveal that the witness is competent to testify as to the matters at issue B. holding that claims raised for the first time in an opposition to a motion for summary judgment are not properly before a court C. holding that hearsay statement did not constitute competent evidence and thus could not be considered in opposition to motion for summary judgment D. holding that selfserving deposition testimony standing alone is insufficient to survive a motion for summary judgment E. holding that arguments not raised in opposition to a motion for summary judgment are waived

assistant: The best answer is A. holding that deposition testimony offered in opposition to a motion for summary judgment in a medical malpractice case must reveal that the witness is competent to testify as to the matters at issue
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 acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain. The proprietary information of each Party will be and remain the sole property of such Party and its assigns. Each Party shall use the same degree of care that it normally uses to protect its own proprietary information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party from the other Party, or that can be reasonably inferred by such Party to be proprietary due to its content or the circumstances under which it was provided. Neither Party shall make any use of the information on the other which has been identified as proprietary except as contemplated or required by the terms of this Agreement. Notwithstanding the foregoing, this Section 5.1 shall not apply to any information that a Party can demonstrate: (a) was, at the time of disclosure to it, in the public domain through no fault of such Party; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Party.

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: Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that the Investors may assign their respective rights under this Agreement and the Related Documents, in whole or in part, to any of their respective Affiliates without the prior written consent of the Company; provided that such Investor will remain liable for all of its obligations under 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 shall be binding upon and inure to the benefit of, and shall be enforceable by the Executive, the Company, and their respective heirs, executors, administrators, legal representatives, successors, and assigns. In the event of a Business Combination (as defined in clause (iii) of Change of Control), the provisions of this Agreement shall be binding upon and inure to the benefit of the parent or entity resulting from such Business Combination or to which the assets shall be sold or transferred, which entity from and after the date of such Business Combination shall be deemed to be the Company for purposes of this Agreement. In the event of any other assignment of this Agreement by the Company, the Company shall remain primarily liable for its obligations hereunder; provided , however, that if the Company is financially unable to meet its obligations hereunder, the Parent shall assume responsibility for the Company’s obligations hereunder pursuant to the guaranty provision following the signature page hereof. The Executive expressly acknowledges that the Parent and other members of the Parent Group (and their successors and assigns) are third party beneficiaries of this Agreement and may enforce this Agreement on behalf of themselves or the Company. Both parties agree that there are no third party beneficiaries to this Agreement other than as expressly set forth in this Section 7.9.

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 case excerpt and choose the best holding from the options. Case excerpt: her attorney, without objection, made certain representations as to what the mother’s testimony would be, including details of certain incidents of prior visita tion that did not work out well. Moreover, the mother’s attorney reminded the court that no guardian ad litem had yet been appointed for the child and urged “before the court forces visitation upon her at Baker Correctional Institute, that a guardian ad litem be appointed so there is an advocate for the child so that we can have a full explanation of all this which would be awfully difficult to do in a hearing setting like this.” The trial court declined to require visitation. The trial court’s order of May 23, 2002, is a non-final, non-appealable order. See Dep’t of Health & Rehab. Servs. v. Honeycutt, 609 So.2d 596 (Fla.1992) (<HOLDING>). This matter, initially filed as an appeal, Options: A. holding that juvenile court that determined child was not dependent had no jurisdiction to thereafter determine custody of child B. holding that review of nonfinal orders determining child custody in child dependency proceedings is not encompassed by rule 9130a3ciii which permits review of nonfinal orders determining child custody in domestic relations cases C. recognizing that both final and nonfinal orders may be the subject of motions for reconsideration D. holding that orders entered in dependency proceedings after the entry of the order adjudicating dependency and before an order terminating supervision or jurisdiction are not appealable nonfinal orders E. holding that when evidence did not prove dependency of child as alleged in complaint but revealed pure custody dispute juvenile court was without jurisdiction to determine custody of child

assistant: The best answer is B. holding that review of nonfinal orders determining child custody in child dependency proceedings is not encompassed by rule 9130a3ciii which permits review of nonfinal orders determining child custody in domestic relations cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Parent Borrower and the Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 116 U.S. 517, 6 S.Ct. 475, 29 L.Ed. 715 (1886); Burlington Northern, 719 F.2d at 310; Southern Pacific Transp f goods to customers is often a multi-step process involving temporary interruptions, and the simple fact that the transit is temporarily interrupted does not mean that the shipment is no longer part of a 'continuous movement.'" (citation omitted)); Johnsen, 889 P.2d at 859 ("if the halt in the movement of goods is a convenient intermediate step in the process of getting them to their final destination, they remain in commerce until they reach it”); Berg, 666 N.E.2d at 646; Murray, 569 So.2d at 480 (transportation of "inventory items to customers is usually not considered 'interstate commerce' for purposes of the MCA”), with Atlantic Coast Line, 275 U.S. at 268, 48 S.Ct. at 110 (<HOLDING>). 22 . Corollary to its two-shipper rule, Options: A. holding that state regulations of intrastate wildlife are within dormant commerce clause B. holding that intrastate transportation of imported oil from coastal storage facilities to bulk stations constituted intrastate commerce C. holding that whenever a person uses the united states post office to deposit to transport and to deliver parcels money or other material by means of the mail that person clearly and unmistakably has used a facility in interstate commerce irrespective of the intrastate destination of the item mailed and that such intrastate use satisfies the jurisdictional requirement of the travel act D. recognizing that congress had the power to regulate boxcars that traveled exclusively intrastate because of their inherent mobility and connection to interstate commerce it is no objection to such an exertion of commerce clause power that the dangers intended to be avoided arise in whole or in part out of matters connected with intrastate commerce E. holding that states were permitted to regulate intrastate airfares

assistant: The best answer is B. holding that intrastate transportation of imported oil from coastal storage facilities to bulk stations constituted intrastate commerce
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 NOTE AND THE OTHER INSTRUMENTS ENTERED INTO IN CONNECTION HEREWITH EVIDENCE THE FINAL AGREEMENT BETWEEN THE COMPANY AND THE HOLDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE COMPANY AND THE HOLDER. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE COMPANY AND THE HOLDER.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Borrowers, the Agent and the Lenders hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: electronic communications privacy act notice ( 18 usc 2701-2711 ) : vivino makes no guaranty of confidentiality or privacy of any communication or information transmitted on the service or any website linked to the service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty, including any agreement, document or instrument attached hereto or referred to herein, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all oral negotiations and prior agreements and understandings of the parties hereto in respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive will be eligible (subject to applicable eligibility requirements) to receive such other benefits as are provided from time to time to other executive employees of the Company, including group health insurance and vacation, in accordance with the Company’s policies and procedures and the applicable plan documents for such benefits. All such benefits are subject to change by the Company to the extent permitted by applicable law without prior notice to or consent of Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Loan Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. Each Loan Party has duly executed and delivered and has stamped or will stamp within the appropriate time frame (where applicable) each Loan Document to which it is a party and each such Loan Document constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general principles of equity. Each Loan Party is in compliance with all laws, orders, writs and injunctions except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive will serve as [POSITION] and shall report to the Company’s [SUPERVISOR]. The Executive’s primary work location will be the Company’s offices in Goleta, California, subject to business travel as needed for the Executive’s position.

assistant: Positions
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: function: (1) the extent to which disclosure will impede agency functions by discouraging-citizens from providing information to the government; (2) the effect disclosure may have upon persons who have given such information, and whether they did so in reliance that their identities would not be disclosed; (3) the extent to which agency self-evaluation, program improvement, or other decisionmaking will be chilled by disclosure; (4) the degree to which the information sought includes factual data as opposed to evaluative reports of policymakers; (5) whether any findings of public misconduct have been insufficiently corrected by remedial measures instituted by the investigative agency; and (6) whether any agency disci 92); Red Bank Register, supra, 206 N.J.Super. at 9, 501 A.2d 985 (<HOLDING>). As this Court recognized in South Jersey Options: A. holding that the board of education violated a school teachers first amendment rights by dismissing him because he had criticized the board in a letter to the local newspaper B. holding a board of education independently liable despite the intentional nature of the conduct of its employee a school principal C. holding that newspaper had sufficient interest to obtain curriculummapping reports from municipal board of education D. holding that a teachers first amendment rights were violated when the board of education dismissed him for sending a letter to newspaper criticizing a proposed tax increase E. holding that issues involving the local board of education were matters of public importance

assistant: The best answer is C. holding that newspaper had sufficient interest to obtain curriculummapping reports from municipal board of education
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: here, whether there is a duty to fence in a waterway that is located within or adjacent to a park. However, once an entity undertakes to provide that protection, it is obligated to use reasonable care in providing it. For as long as Riverside Park has been in existence, there has been a fence separating the park from the Jordan River. Guardian Cynthia Stuckman asserts that she reasonably relied upon the integrity of the fence in allowing her son to play alone in the playground. If the jury should choose to believe Stuckman’s assertion, then it could find that either the City, the State, or both breached a duty owed to children playing in the park. This holding is supported by case law in several states. See, e.g., McDaniel v. Sunset Manor Co., 220 Cal.App.3d 1, 269 Cal.Rptr. 196 (1990) (<HOLDING>); Lukasiewicz v. City of Buffalo, 55 A.D.2d Options: A. holding that insurer was liable for amount in excess of policy limits because it breached its duty to defend B. holding that the tenants had a reasonable expectation that their housing would conform to the minimum housing code in effect and when it did not conform the landlord breached an implied warranty of habitability C. holding that the tribes housing authority was exempt from the adea a general statute because the tribal entity was not just a business but also functioned as an arm of tribal government by providing housing to tribe members D. holding that federally funded housing project incurred duty when it erected fence on property bordering creek duty was breached when housing project allowed fence to fall into disrepair E. holding that the rule bars subcontractors negligence claim because no independent duty was breached

assistant: The best answer is D. holding that federally funded housing project incurred duty when it erected fence on property bordering creek duty was breached when housing project allowed fence to fall into disrepair
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of the Noteholder’s execution and delivery of this Agreement and in addition to all of the Company’s other obligations under this Agreement and the Amended Notes, the Company shall defend, protect, indemnify and hold harmless the Noteholder and all of its shareholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement or the Amended Notes, or (ii) the status of the Noteholder as a holder of Original Notes or Amended Notes or an investor in the Company pursuant to the transactions contemplated hereby. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 8.15 shall be the same as those set forth in Section 6 of the Registration Rights Agreement (as defined in the Securities Purchase Agreement).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall file the Super 8-K, including as exhibits thereto this Agreement, the Registration Rights Agreement and any other agreements required by the applicable rules to be filed as exhibits to Form 8-K, with the SEC within the time required by the Exchange Act. From and after the filing of the Super 8-K, the Company [(a)] represents to the Purchaser that it shall have publicly disclosed all material non-public information delivered to the Purchaser by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents and (b) covenants that it will not thereafter disclose to the Purchaser (if the Purchaser is not, or is not affiliated with, an officer, director, employee, consultant, advisor or affiliate of the Company) any material non-public information regarding the Company and its subsidiaries without the prior written consent of the Purchaser.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court acknowledged that many factors would be instructive to the district court, it focused on four non-exclusive factors: (1) whether the scientific technique can be or has been tested; (2) whether the theory or technique has been subjected to peer review and/or publication; (3) the known rate of error for the technique or theory and the applicable standards for operation; and (4) whether the technique is generally accepted. Id. at 593-94, 113 S.Ct. 2786. Daubert and Rule 702 thus greatly liberalized what had been the strict Frye standards for admission of expert scientific testimony. Id. at 588, 113 S.Ct. 2786 (highlighting the “liberal thrust” of the Federal Rules and their attempt to relax the previous roadblocks to expert testimony (quotation omitted)); see , 1100 (8th Cir.2006) (<HOLDING>); Lauzon v. Senco Prods., Inc., 270 F.3d 681, Options: A. holding that expert testimony should not be admitted as to a matter that is obviously within the common knowledge of jurors because such testimony almost by definition can be of no assistance B. holding any error in admitting testimony of expert witness was harmless because it was cumulative of same testimony given by six other expert witnesses who testified at trial C. holding that expert testimony should be admitted if it advances the trier of facts understanding to any degree quotation omitted D. holding that an expert may base his or her opinions and inferences on facts andor data perceived by or made known to the expert at or before the hearing internal quotation marks omitted E. holding that the presence in the courtroom of an expert witness who does not testify to the facts of the case but rather gives his opinion based upon the testimony of others hardly seems suspect and will in most cases be beneficial for he will be more likely to base his expert opinion on a more accurate understanding of the testimony as it evolves before the jury

assistant: The best answer is C. holding that expert testimony should be admitted if it advances the trier of facts understanding to any degree quotation omitted
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 entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of this Agreement and the terms and conditions of the Plan under which the Phantom Units are granted, the provisions of the Plan shall govern and prevail. The Phantom Units, the related DERs and this Agreement are each subject in all respects to, and the Company and the Participant each hereby agree to be bound by, all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms; provided, however, that no such amendment shall deprive the Participant, without the Participant’s consent, of any rights earned or otherwise due to the Participant hereunder.

assistant: Construction