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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 867 F.2d at 294; see also Emergency Beacon Corp., 666 F.2d at 758. The difficulty in interpreting subsection (b)(6), and perhaps the reason for the paucity of decisions in this area, arises from the fact that almost every conceivable ground for relief is covered under the first three subsections of Rule 60(b). The “something more,” then, must include unusual and extreme situations where principles of equity mandate relief. Parties seeking relief under Rule 60(b)(6), however, must file their motion within a “reasonable” time, which ordinarily depends on the facts of a given case including the length and circumstances of the delay, the prejudice to the opposing party by reason of the delay, and the circumstances compelling equitable relief. See Emergency Beacon Corp., 666 F.2d at 760 (<HOLDING>); In re Pacific Far East Lines, 889 F.2d 242 Options: A. holding that a california habeas petition is timely if filed within a reasonable time B. holding that defendant abandoned his motion by failing to pursue it within a reasonable time after it was filed C. recognizing that an appeal filed within 30 days of the entry of an order awarding attorney fees was timely filed as to the issue of attorney fees D. holding that order denying motion to vacate restitution order should be reversed where trial judge failed to inform defendant of right to appeal E. holding that trustees motion to vacate order authorizing debtor in possession to issue certificates of indebtedness filed twentysix months after entrance of order was filed within a reasonable time

assistant: The best answer is E. holding that trustees motion to vacate order authorizing debtor in possession to issue certificates of indebtedness filed twentysix months after entrance of order was filed within a reasonable time
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 Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities (other than the purchases of shares pursuant to this Agreement) during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 5.6 . Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 5.6 , such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 5.6 , (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 5.6 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 5.6 . Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

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: All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient (with confirmation of transmission); or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10 ).

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: Notwithstanding the foregoing, the provisions of this Section 6.12 shall not apply to assets as to which the Administrative Agent and the Domestic Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

assistant: Costs
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: inference may be drawn only when there is independent evidence of the fact about which the party refuses’ to testify.” Id. June Fujinaga’s testimony was necessary to determine whether June had a legitimate claim to the funds at issue. June Fujinaga was the only person in possession of the information regarding the legitimacy of June’s claim to the funds; however, she refused to testify regarding that issue; depriving the SEC of its opportunity to obtain evidence on that question. Additionally, there was independent evidence of June’s receipt of illicit funds. The district court thus did not abuse its discretion in drawing an adverse inference from June Fujinaga’s assertion of her Fifth Amendment privilege against self-incrimination. See SEC v. Colello, 139 F.3d 674, 678 (9th Cir. 1998) (<HOLDING>). 3. Once the SEC carried its burden under Options: A. holding that in order to determine whether disqualification of plaintiffs attorney is appropriate because of a previous attorneyclient relationship he had with the defendant the court must determine whether confidential information was passed from client to attorney B. recognizing that the decision of whether to give a jury instruction is reviewed for abuse of discretion C. holding that the district court did not abuse its discretion in drawing an adverse inference where the relief defendant refused to give information necessary to determine whether he still possessed any of the funds or whether he had a legitimate claim to them D. recognizing that an appellate court reviews a trial courts decision whether or not to grant equitable relief only for an abuse of discretion E. holding that the district court did not abuse its discretion in its ruling whether to proceed with a declaratory judgment action

assistant: The best answer is C. holding that the district court did not abuse its discretion in drawing an adverse inference where the relief defendant refused to give information necessary to determine whether he still possessed any of the funds or whether he had a legitimate claim 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 legal provision and list the applicable contract clause categories. Provision: If a court determines that any provision of this Agreement or portion thereof is invalid or unenforceable, any invalidity or unenforceability will affect only that provision or portion of that provision and shall not make any other provision of this Agreement invalid or unenforceable. Instead, the court shall modify , amend or limit the provision or portion thereof to the extent necessary to render it valid and enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, other than as permitted by Section 7.6 of this Credit Agreement, the Borrower may not assign or otherwise transfer any of its rights or obligations under any Fundamental Document without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of clause (b) of this Section 11.3, (ii) by way of participation in accordance with the provisions of clause (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section 11.3. Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit 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: In connection with the Contemplated Transactions, the Shareholder hereby expressly (a) waives, to the extent permitted under applicable Law, the applicability of the provisions for dissenters’ or appraisal rights set forth in the WBCA (or any other similar applicable Law), with respect to any Subject Shares, (b) agrees that the Shareholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (c) agrees that the Shareholder will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Body, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Shareholder, or the approval of the Merger Agreement by the board of directors of C3J Therapeutics (the “ C3J Therapeutics Board ”), breaches any fiduciary duty of the C3J Therapeutics Board or any member thereof; provided that the Shareholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Shareholder that relates solely to the Shareholder’s capacity as a director, officer or securityholder of C3J Therapeutics.

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: Guarantor agrees to fully and punctually pay all costs and expenses, including, without limitation, reasonable attorneys’ fees, court costs and costs of appeal, which Lender may incur in enforcing and collecting the Guaranteed Obligations (collectively, “ Enforcement Costs ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is the result of substantial negotiations between the parties, represents the complete agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings (including the Prior Agreement), but excluding any prior compensation plans, programs, agreements or arrangements (including any equity-related awards).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Lessor is responsible for identifying and calculating all costs and expenses relating to: (A) food and beverages (including alcoholic beverages) provided in flight), (B) ground transportation for passengers if requested, (C) weather information at the destination, and (D) any ground transportation, hotel accommodations or other travel expenses of the pilot and crew. Lessor may charge Lessee for any such expenses, in accordance with Sections 5.1 (Flight Charges) and 5.2 (Invoices and Payments) of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Licensor nor Licensee may assign any of its rights or delegate any of its liabilities or obligations hereunder, whether by operation of law, or otherwise, without the prior written consent of the other Party, provided, however, without the prior written consent of the other Party, either Party may assign this Agreement in connection with a Business Combination, unless the assignee of the Licensee is engaged, to a material extent, in manufacturing water-soluble polymer films, compounds, and solutions, in which case the prior written consent of the Licensor would be required. Notwithstanding the above, either Party may assign any of its rights to payments of royalties and any other amounts due under this Agreement to any of its Affiliates or any Third Party. Any assignee shall agree in writing to be bound by all of the obligations of the assigning Party hereunder. Any purported assignment or transfer in violation of this Section 9.5 will be void ab initio and of no force or effect.

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: 285 S.W.3d 884, 890 (Tex.Crim.App.2009) (quotation omitted). B. Crush Analysis Testimony Yergin was apparently planning to testify about estimated speeds of the F-250 and the Hyundai based on the amount of “crush” to the Hyundai. Although Yer-gin testified in front of the jury that there was probably a difference in speed between the two vehicles of 10 to 20 miles per hour, she never stated at any time what speeds she estimated the vehicles to be traveling. Nor did appellant’s counsel explain to the court what speeds Yergin concluded the vehicles were traveling. This information would be crucial to understanding what testimony was excluded and whether the exclusion was harmful. See id. A general statement that she would testify about the vehicles’ speeds is insufficient. See id. at 891 (<HOLDING>). Further, appellant’s trial counsel explained Options: A. holding that evidence of impaired mental functioning is inherently mitigating and that a defendant is not required to demonstrate a nexus between his mental capacity and the crime committed B. holding defendant was not required to make a reasonable accommodation for an employee because the employee did not apprise defendant that she suffered from a mental impairment C. holding that counsels performance was deficient for failing to investigate readily available evidence of mental impairment D. holding that the defendant lacked sufficient contacts with the forum state because there was no evidence the defendant knew where the product would be sold E. holding that a general statement about how the defendant wanted to introduce evidence of medical or mental impairment to show that the defendant lacked the proper mental state was an insufficient offer there must be some meat of the actual evidence

assistant: The best answer is E. holding that a general statement about how the defendant wanted to introduce evidence of medical or mental impairment to show that the defendant lacked the proper mental state was an insufficient offer there must be some meat of the actual evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party s hall respectively bear and pay any and all Taxes, expenses and costs in connection wit h its negotiation, pr e paration, e x e cution and performance of this Agre e ment under app l icable Laws unless otherwise pro v ided. “ Ta xes ” means (i) any nationa l , provincial , municipal , or loca l taxe s , charges , fe es , levie s , or other asses s ments, in c luding , without limitation , all income tax (including enterpri s e income tax and withholding tax) , turnover tax (including value - added tax , busines s tax, and consumption tax), tariffs (including import duty and import va l ue-added tax) or oth e r as ses sments of any kind whatso e ver, and (ii) all inter e st, penalties or addit i onal amounts imposed by any go ve rnm e n t of any nation or any province or location thereof , in connection with any item de sc ribed in clause (i ) above.

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 legal provision and list the applicable contract clause categories. Provision: Executive agrees to be employed with the Company, and the Company agrees to employ Executive, on the terms and conditions set forth in this Agreement. This Agreement shall replace and supersede any prior agreements between Executive and the Company. Executive agrees during the term of this Agreement to devote substantially all of Executive’s business time, efforts, skills and abilities to the performance of Executive’s duties to the Company and to the furtherance of the Company's business.

assistant: Employment
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 which he was convicted, or on new trial or rehearing he was found not guilty of such offense, as appears from the record or certificate of the court setting aside or reversing such conviction, or that he has been pardoned upon the stated ground of innocence and unjust conviction and (2) He did not commit any of the acts charged or his acts, deeds, or omissions in connection with such charge constituted no offense against the United States, or any State, Territory or the District of Columbia, and he did not by misconduct or neglect cause or bring about his own prosecution. 28 U.S.C. § 2513(a). Further, the statute establishes the means by which a plaintiff must prove his claim: “Proof of the requisite facts shall be by a certificate of the court or pardon wherei 1981 WL 1413 (1981) (<HOLDING>); Lucas v. United States, 228 Ct.Ct. 862, 863, Options: A. holding that the court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute B. holding that when the district court improperly purported to transfer to the circuit court an action over which the circuit court lacked subjectmatter jurisdiction the circuit court was without jurisdiction to enter its judgment which was void and dismissing the appeal from that void judgment C. holding the court lacked jurisdiction over claim under 2513 without certificate from district court D. holding that court of federal claims lacked jurisdiction under 2513 when trial courts order dismissing plaintiffs indictment and vacating his sentence failed to satisfy the jurisdictional requirements of 2513 E. holding that rule 11 sanctions imposed by district court remained in effect after case was remanded to state court upon a finding that district court lacked subject matter jurisdiction over the case

assistant: The best answer is C. holding the court lacked jurisdiction over claim under 2513 without certificate from district court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 5.8 shall survive the resignation or replacement of one or more of the Agents or any assignment of rights by, or the replacement of, a Lender or the Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations and the termination of this Loan Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is being executed and delivered, and is intended to be performed, in the State of North Carolina, and the laws of the State of North Carolina govern the validity, construction, enforcement and interpretation of this Agreement, without regard to, or effect of, any choice or conflict of law principles or rules, unless otherwise specified herein. By executing this Agreement, the parties consent to the exclusive venue and jurisdiction of any federal or state court sitting in the County of Durham and State of North Carolina in any action arising out of or in any way related to this Agreement. The parties irrevocably and unconditionally submit to the jurisdiction (both subject matter and personal) of any such court and irrevocably and unconditionally waive: (i) any objection any party might now or hereafter have to the venue in any such court; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

assistant: Applicable 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 case excerpt and choose the best holding from the options. Case excerpt: TEX. FAM. CODE § 157.008(d). The burden of proof as to the affirmative defense provided by section 157.008 is on the obligor. See id. § 157.006. Thus, an obligor such as Mullen has the burden to prove that he provided “actual support” during a time of excess possession. The obligor can request reimbursement as a counterclaim or offset of “that support” against the claim of the obligee. The Family Code does not prescribe the quality of proof an obligor must provide as to support provided. See Curtis v. Curtis, 11 S.W.3d 466, 473 (Tex.App.—Tyler 2000, no pet.) (evaluating evidence of canceled checks and documentary evidence as well as testimony of an obligor as to amount of support provided), and cases cited therein; Buzbee v. Buzbee, 870 S.W.2d 335, 339-40 (Tex.App.—Waco 1994, no writ) (<HOLDING>). The Code does, however, plainly provide that Options: A. holding that where payments are made on past due support they must first be applied to current child support installments due then to accrued and outstanding interest on delinquent child support obligations and finally to the principal amount due on unpaid child support B. holding that the trial court lacked authority to renew spousal support payments pursuant to a motion that was filed after the expiration of time during which spousal support was required to be paid under the original judgment C. holding that the testimony of an obligor as to amount of payments was sufficient evidence to support findings of actual support paid D. holding merely that the evidence was sufficient to support the award of attorneys fees E. holding that obligor who is incarcerated for crime other than failure to pay support should be relieved of obligation unless obligor has other income or assets

assistant: The best answer is C. holding that the testimony of an obligor as to amount of payments was sufficient evidence to support findings of actual support paid
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 payment by the Company under this Article IX shall be made in accordance with Section 2.09 in the Currency in which the Guaranteed Obligations in respect of which such payment is made are denominated, without deduction, set-off or counterclaim at the Administrative Agent’s Account and free and clear of any and all present and future Taxes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Section 3.22 of the Seller Disclosure Schedule identifies each insurance policy maintained by, at the expense of or for the benefit of the Company or Seller (with respect to the Business) as of the date of this Agreement and identifies all claims made thereunder as of the date of this Agreement. The Company has made available to Purchaser accurate and complete copies of such insurance policies, and each such insurance policy is in full force and effect. Neither the Company nor Seller (with respect to the Business) has received any written notice or other communication regarding any actual or possible: (i) cancellation or invalidation of any insurance policy maintained by, at the expense of or for the benefit of the Company or Seller (with respect to the Business) as of the date of this Agreement, (ii) refusal of any coverage or rejection of any claim under any such insurance policy or (iii) material adjustment in the amount of the premiums payable with respect to any such insurance policy.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: without proper service, is not sufficient to convey upon the court jurisdiction to render default judgment against him.” Wilson v. Dunn, 800 S.W.2d 833, 836 (Tex. 1990). Moreover, “[r]eceiv-ing suit papers or actual notice through a procedure not authorized for service is treated the same as never receiving them.” Fid. & Guar. Ins. Co. v. Drewery Constr. Co., Inc., 186 S.W.3d 571, 574 n.1 (Tex. 2006) (per curiam). Therefore, in neither this case nor the nearly identical case before the Fourteenth Court was notice .of the hearing or notice of the judgment, sent by Federal Express, a substitute for proper service. See PNS Stores, Inc. v. Rivera, 379 S.W.3d 267, 274-75 (Tex. 2012) (distinguishing between non-service and technical defects in service); Nguyen, 2016 WL 2343893, at *5 (<HOLDING>). Because the summary judgment evidence shows Options: A. holding that notice indicating appeal was from judgment on date of jury verdict was insufficient to preserve appeal from earlier order granting summary judgment B. holding that the filing of notice without motion is insufficient C. holding that notice to supervisor is notice to city D. holding that notice of judgment was insufficient E. holding speculation insufficient to avoid summary judgment

assistant: The best answer is D. holding that notice of judgment was insufficient
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 and other communications given or made to the Company pursuant hereto shall be in writing (including facsimile or similar electronic transmissions) and shall be deemed effectively given: (i) upon personal delivery, (ii) when sent by electronic mail or facsimile, as deemed received by the close of business on the date sent, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. All communications shall be sent either by email, or fax, or to the email address or facsimile number set forth on the signature page hereto. The physical address, email address, and phone number provided on the signature page hereto shall be considered valid pursuant to the above stipulations; should the Company’s contact information change from that listed on the signature page, it is incumbent on the Company to inform the Holder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company or any Affiliate shall have the right and are hereby authorized to withhold from any transfer due under this Award, or from any other compensation or amount owing to the Participant, applicable withholding taxes with respect to this Award to satisfy all obligations for the payment of such taxes. The payment of any applicable withholding taxes through the withholding of Shares otherwise issuable under this Award shall not exceed the minimum required withholding liability. This Award is intended to be exempt from Section 409A of the Code and should be interpreted accordingly. Nonetheless, the Company does not guarantee the tax treatment of this Award.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each member of the Restricted Group owns, licenses or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, know-how, licenses and all other intellectual property rights (collectively, “ IP Rights ”) that are necessary for the operation of its respective business, as currently conducted, free and clear of all Liens (except for Liens permitted under Section 7.01 ), except to the extent such failure to own, license or possess, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 5.16 is a complete and accurate list of all IP Rights which are registered or the subject of an application for registration with the United States Patent and Trademark office or the United States Copyright Office as of the Closing Date, after giving effect to the Transaction. To the knowledge of the Borrower, the conduct of the business of the Borrower or any other member of the Restricted Group as currently conducted does not infringe upon or violate any IP Rights held by any other Person, except for such infringements and violations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the knowledge of each member of the Restricted Group, no Person is infringing the IP Rights owned by such member of the Restricted Group, except to the extent such infringement, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by telecopy with confirmation of receipt or (d) by electronic mail, utilizing notice of undelivered electronic mail features. The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of telecopy, on the date of confirmation of receipt and (d) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not received.

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: This Agreement shall be governed by and construed in accordance with the laws of the [State of Maryland], without regard to the principles of conflicts of law. Venue shall be proper in the [Circuit Court of Montgomery County, Maryland, or the U.S. District Court for Montgomery County]. To the extent not prohibited by applicable law that cannot be waived, each party hereby waives its right to trial by jury in connection with any dispute between any of the parties to this Agreement arising out of this Agreement or the rights or obligations of the parties hereunder. The table of contents and titles of the Articles and Sections in this Agreement are for convenience only and shall not be considered in construing this Agreement. Pronouns used herein shall be construed to refer to the masculine, feminine, neuter, singular and plural as the identity of the individual or entity referred to may require. This Agreement, together with the documents and agreements being executed on the date hereof, constitutes the entire agreement among the Members and supersedes any prior written or oral agreements with respect to the subject matter of this Agreement except as otherwise set forth herein. No provision of this Agreement (including, without limitation, any obligation of any Member to make Capital Contributions) shall be interpreted as bestowing any rights whatsoever upon any third party. A cross-reference to another section shall be deemed to be to such section of this Agreement, unless explicitly stated otherwise.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “[t]he concept of negligence thus imposes a ‘minimum standard’ for employer liability—direct liability—under title VII, a standard that is supplemented by the agency-based standards for vicarious liability as articulated in Faragher and [Ellerth].” Id. (citation omitted); see also Debord v. Mercy Health Sys. of Kan., Inc., 737 F.3d 642, 650-53 (10th Cir. 2013) (analyzing employer liability for supervisor harassment under both negligence and vicarious liability standards); Dees v. Johnson Controls World Servs., Inc., 168 F.3d 417, 421 (11th Cir. 1999) (“[A]n employer can be held directly liable for a supervisor’s harassment when the employer either intended, or negligently permitted, the tortious conduct to occur.”); Wilson v. Tulsa Junior Coll., 164 F.3d 534, 540 n.4 (10th Cir. 1998) (<HOLDING>). HES cites no decision that holds a plaintiff Options: A. holding that the basis of liability is negligence and not injury B. recognizing continuing validity of the butner decision C. holding that ordinary negligence and gross negligence are not separate causes of action D. holding that employer liability could arise under the principles of restatement 2192 if 1 the employer was negligent or reckless or 2 the employee relied on the supervisors apparent authority or 3 the supervisor was aided in his harassment by the existence of the agency relationship E. recognizing the continuing validity of negligence as a separate basis for employer liability in action in which employee alleged supervisor harassment

assistant: The best answer is E. recognizing the continuing validity of negligence as a separate basis for employer liability in action in which employee alleged supervisor harassment
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: § 1983. The Court explained in McMillian, however, that whether a sheriff is a state or county policymaker depends on the local government laws of the particular state. See id. at 1741-42. In contrast to the Alabama Constitution, the Pennsylvania Constitution explicitly states that sheriffs are county officers. See Pa. Const. Art. IX, § 4 (“County officers shall consist of ... sheriffs”). Furthermore, in his deposition, Sheriff Erling testified that he was elected in municipal elections, see Erling Dep. at 6, and is paid by Chester County. See id. The Sheriffs budget comes from Chester County. See id. at 8-9. Accordingly, we reject defendants’ contention that Sheriff Erling is a state policymaker. See Morgan v. Rossi, Civ. No. 96-1536, 1998 WL 175604 at * 12 (E.D.Pa. Apr.15, 1998) (<HOLDING>); see also Reid v. Hamby, Civ. No. 95-7142, Options: A. holding that the lehigh county sheriff is a county officer rather than a state officer B. holding county liable along with sheriff thomas for an attorneys fee award even though the county was not named in the suit and was denied an opportunity to intervene because sheriff thomass actions under article 6869 represented county policy C. holding that the sheriff when investigating crimes acts as a county officer D. holding that suit against county sheriff in his official capacity was suit against county E. recognizing county officers as those whose general authority and jurisdiction are confined within the limits of the county in which they are appointed who are appointed in and for a particular county and whose duties apply only to that county and through whom the county performs its usual political functions

assistant: The best answer is A. holding that the lehigh county sheriff is a county officer rather than a state officer
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: An employer, however, is not an insurer of its employees’ safety. Elwood, 197 S.W.3d at 794; Leitch v. Hornsby, 935 S.W.2d 114, 117 (Tex.1996); Exxon Corp. v. Tidwell, 867 S.W.2d 19, 21 (Tex.1993). Whataburger does not dispute that it owed a duty to Dean, as its employee, but observes that its duty is to protect its employees from foreseeable harms. The issue in this case, whether analyzed' as a part of the duty element of negligence or the causation element, is the foreseeability of the criminal conduct that led to Dean’s murder. As the Texas cases that discuss the foreseeability of intervening criminal conduct do so, in the main, in the context of the element of duty, we do so as well. See, e.g., Timberwalk Apartments, Partners, Inc. v. Cain, 972 S.W.2d 749, 756 (Tex.1998) (<HOLDING>); Walker v. Harris, 924 S.W.2d 375, 377 Options: A. holding that no private right of action exists B. holding that instructing the jury on a legal duty theory when appellant had no legal duty to prevent the commission of the offense was error C. recognizing that whether a duty exists is a question of law for the courts D. holding that such a duty exists E. holding no legal duty exists to prevent unforeseeable criminal acts

assistant: The best answer is E. holding no legal duty exists to prevent unforeseeable criminal acts
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 will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted ; provided, that the foregoing (a) and (b) shall not prohibit engaging in any business, or any merger, consolidation, disposition, liquidation or dissolution permitted under Sections 6.03, 6.04 and 6.05.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Subject to the limitations set forth herein, each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against Parent, Purchaser or any other Person liable for the Obligations prior to proceeding against the Guarantor hereunder. Notwithstanding anything in this Guaranty to the contrary, nothing in this Guaranty shall limit or impair the Guaranteed Party’s rights under the Merger Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to First Amendment protection, however, regardless whether the statement is true at the time it is made. See United States v. Alvarez, 132 S.Ct. at 2547. Peña’s activity in reporting Vallejos’ assault, which is the basis of the CCA’s and Hickson's alleged retaliation, is constitutionally protected regardless whether Vallejos committed a battery against Peña or violated her constitutional rights as a matter of law. That Peña fails to plead sufficient factual allegations to make plausible her allegation that Vallejos violated her constitutional rights or is liable for civil battery thus does not invalidate her basing the § 19 83. claim for retaliation on her reporting the incident to CCA prison officials. See Zarska v. Higgins, 171 Fed.Appx. 255, 259-60 (10th Cir.2006)(unpublished)(<HOLDING>). 8 . None of the parties raised the issue Options: A. holding that a prisoners allegations that a corrections officer retaliated against the prisoner for the prisoners report charging the officer with misconduct properly stated a claim for retaliation noting that aji allegation of retaliation should not be ignored simply because the charge was later dismissed B. holding that allegations that a prison guard retaliated against a prisoner by terrorizing him with threats of death if proved would constitute a violation of the prisoners first amendment rights C. holding that prisoners complaint alleging that he was punished for filing a grievance against a correctional officer was sufficient to provide notice of claim that he was retaliated against for exercising his first amendment rights D. holding that an allegation that a prisoner was kept in administrative segregation to punish him for filing civil rights complaints stated a retaliation claim E. holding plaintiff did not exhaust his retaliation claim where his eeoc charge made no mention of retaliation

assistant: The best answer is A. holding that a prisoners allegations that a corrections officer retaliated against the prisoner for the prisoners report charging the officer with misconduct properly stated a claim for retaliation noting that aji allegation of retaliation should not be ignored simply because the charge was later dismissed