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: The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California, without regard to such state’s conflict of laws rules, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

assistant: Venues
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 grant and vesting of Market Share Units and the obligation of the Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Stock prior to (A) the listing of such shares on any stock exchange on which the Stock may then be listed and (B) the completion of any registration or qualification of such shares under any federal or state law, or any rule or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable.

assistant: Compliance With 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the aaa will conduct any arbitration under its commercial arbitration rules ( or if you are an individual and use the services for personal or household use , or if the value of the dispute is $ 75,000 or less whether or not you are an individual or how you use the services , its consumer arbitration rules ) .

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: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the forgoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this paragraph.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that the following terms, when used in this Agreement, shall have the following meanings, provided that the terms set forth below shall be deemed to be modified to reflect any changes made to such terms from time to time as defined in HIPAA and the HIPAA Regulations. All capitalized terms used in this Agreement but not defined below shall have the meaning assigned to them under the HIPAA Regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY CREDITOR, LENDERS OR ANY LOAN PARTY OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENTS OR AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THEIR CONSENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or formed, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent the failure to maintain such good standing status or authority would not reasonably be expected to have a Material Adverse Effect.

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: All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary, which are subject to Liens resulting from the publicly disclosed Senior Secured Convertible Debentures held by GEMG, Delafield Investments, Dominion Capital and Anson Investments, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A.M. Castle & Co., a Maryland corporation (the “ Company ”), promises to pay interest on the principal amount of this Note at (i) in the case of Cash Interest, 5.00% per annum, from (and including) the date of issuance until maturity, or (ii) in the case of PIK Interest, 7.00% per annum, from (and including) the date of issuance until maturity. PIK Interest may be payable either (x) by increasing the principal amount of the outstanding Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1.00) or (y) by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the period (rounded up to the nearest $1.00), and the Trustee will, at the request of the Company, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment. All Notes issued pursuant to a PIK Payment will mature on August 31, 2022 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description PIK on the face of such PIK Note.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Patent Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (i) the Security Agreement and the Note have terminated pursuant to their express terms and (ii) all of the Obligations have been indefeasibly paid and performed in full in cash and no commitments of Agent or the Lenders which would give rise to any Obligations are outstanding.

assistant: Terminations
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: below ; ( 2 ) any suspension or interruption of the service that is attributable to you , or to any other third party including without limitation , our internet service provider and any other user of the service ; ( 3 ) any suspension or interruption of the service in the event that blizzard entertainment 's telecommunication providers fail to provide the telecommunication service required to host the service through no fault of blizzard entertainment ; and ( 4 ) scheduled maintenance , replacement , regular examination , and/or construction of equipment for the service where blizzard entertainment posts prior notice of the pending interruption in 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 case excerpt and choose the best holding from the options. Case excerpt: the allegations are accompanied by a statement of the facts upon which the belief is founded. See id. We apply Rule 9(b) to the plaintiffs’ various averments of fraud. Claim 1—Declaratory Relief. The defendants do not distinctly challenge these allegations and the district court did not address the issue. We assume this claim satisfies Rule 9(b). Claim 2—Breach of Fiduciary Duty. The plaintiffs raise solely a derivative claim of breach of fiduciary duty. Because this claim fails under Rule 23.1(a), we need not address the defendants’ arguments under Rule 9(b). Claim S—Fraud. The complaint’s allegations of fraud in part allege the circumstances of fraud with sufficient particularity. The complaint includes minimally sufficient allegations aga Inc., 637 F.3d 1047, 1057 (9th Cir. 2011) (<HOLDING>); United States ex rel. Lee v. SmithKline Options: A. holding allegations that fraudulent statements were made during fourmonth period insufficient to satisfy rule 9b B. holding that charge of money laundering need not satisfy rule 9b C. holding a broad claim with no factual support was insufficient to satisfy rule 9b D. holding a complaints general allegations lacking any details or facts setting out the who what when where and how of the allegedly fraudulent conductwere insufficient to satisfy rule 9b internal quotation marks omitted E. holding a complaint failed to satisfy rule 9b where the allegations were lacking in detail

assistant: The best answer is E. holding a complaint failed to satisfy rule 9b where the allegations were lacking in detail
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in Section 5(b), as soon as practicable after the PUs vest (but in all events during the year immediately following the end of the Performance Period), the Company will settle such vested PUs by making an appropriate book entry in the Participant’s name for a number of Shares equal to the number of PUs that have vested. The Transfer Restrictions applicable to any Shares issued in respect of the PUs shall lapse upon such issuance. For purposes hereof, the PUs that vest upon a Participant’s termination of Employment shall be settled only upon the Participant’s separation from service within the meaning of Code Section 409A.

assistant: General
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: As and to the extent provided in Section 10.5 of the Credit Agreement, the Loan Parties agree to reimburse the Agent for its reasonable out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of Choate, Hall & Stewart LLP, counsel for the Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Mickey v. Zeidler Tool & Die Co., 516 F.3d 516, 523-26 (6th Cir.2008). Here, the Plaintiff was terminated by the Defendants three weeks after the filing of the Complaint in this case. This close temporal proximity between the Plaintiffs protected activity and the adverse employment action is sufficient evidence such that a reasonable juror could conclude that the adverse employment action would not have occurred but for his engagement in pro tected activity. See Dixon v. Gonzales, 481 F.3d 324, 334 (6th Cir.2007) (“This Court typically [has] found the causal connection element [is] satisfied only where the adverse employment action occurred within a matter of months, or less, of the protected activity”); see also Herrera v. Churchill McGee, LLC, 545 Fed.Appx. 499, 501 (6th Cir.2013) (<HOLDING>); Shefferly v. Health Alliance Plan of Mich., Options: A. holding that a temporal proximity of one month between the plaintiffs protected activity and adverse employment action was sufficient to establish a causal connection B. holding in a discrimination case that a close temporal proximity sufficient to survive summary judgment existed where the challenged employment action occurred one month after the protected activity C. holding that intervening misconduct can sever the temporal proximity connection between the protected conduct and the adverse employment D. holding that temporal proximity between the alleged retaliators knowledge of a protected activity and an adverse employment action may be sufficient to establish causal connection or retaliatory motive in some cases E. holding that five weeks between protected activity and adverse employment action insufficient to establish a causal connection

assistant: The best answer is A. holding that a temporal proximity of one month between the plaintiffs protected activity and adverse employment action was sufficient to establish a causal connection
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: ability to appeal. Id. at 509, 40 P.3d at 911. The supreme court held that the trial court’s sua sponte dismissal order was not an acquittal because the trial court “did not rule on the merits of the case” and “did not enter any decisions as to the guilt of Poohina.” Id. at 510, 40 P.3d at 912. Accordingly, the protection against double jeopardy did not apply to the dismissal order. Id. at 509-10, 40 P.3d at 911-12. Consistent with Poohina, we conclude that the District Court’s dismissal of the charges in Clemente’s case was not an acquittal, and, accordingly, the protection against double jeopardy does not apply. The District Court’s dismissal of the charges did not satisfy the Poohina test for an acquittal. It was not based on a resolution in Clem-ente’s fav 624, 626-28 (1985) (<HOLDING>); People v. Zagarino, 74 A.D.2d 115, 427 Options: A. holding that a sua sponte dismissal of the charges during trial was not an acquittal that barred retrial based on double jeopardy B. holding that the dismissal of criminal charges for evidentiary insufficiency is an acquittal for purposes of the double jeopardy clause C. holding that if defendant moved for or consented to mistrial retrial of defendant was not barred on double jeopardy grounds D. holding that the trial courts dismissal of the charges after jeopardy had attached based on the prosecution witnesses failure to appear was not an acquittal and therefore double jeopardy did not prevent the court from reconsidering its decision and reinstating the charges E. holding double jeopardy prohibits government appeal and retrial following valid judgment of acquittal entered by trial court after jury deadlocked on criminal contempt charge

assistant: The best answer is A. holding that a sua sponte dismissal of the charges during trial was not an acquittal that barred retrial based on double jeopardy
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 any and all provisions hereof may be repealed or amended by the affirmative vote of a majority of the Board of Directors at any meeting if the notice of such meetings sets forth the form of the proposal for such repeal or amendment or a summary thereof. No repeal or amendment of the Plan shall operate to annul or modify any award previously made under the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts by some or all of the Parties hereto, and (i) each such counterpart shall be considered an original, and all of which together shall constitute a single Agreement, (ii) the exchange of executed copies of this Agreement by Portable Document Format (PDF) transmission shall constitute effective execution and delivery of this Agreement as to the Parties for all purposes, and (iii) signatures of the Parties transmitted by PDF shall be deemed to be their original signatures for all purposes.

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: McIntyre did not even attempt to seek more time raises an inference that he did not feel unduly rushed in entering the plea agreement. When considered as a whole, the factors set forth in Haygood indicate that the district court did not abuse its discretion in denying McIntyre’s motion to withdraw his guilty plea. His motion was filed more than seven weeks after his change of plea, McIntyre had extensive experience with the criminal-justice system and had in fact pled guilty before, he had a reasonably high level of education, and he had significant time to understand the charges he was facing. Under these circumstances, McIntyre is unable to show that the district court abused its discretion in denying his motion. See Pressman v. Franklin Nat’l Bank, 384 F.3d 182, 187 (6th Cir. 2004) (<HOLDING>). C. McIntyre’s waiver of his right to appeal Options: A. recognizing that we review a trial courts jury instruc tions for abuse of discretion and that a district court abuses its discretion when it makes an error of law internal quotation marks omitted B. holding that the district court should be reversed for abusing its discretion only if we are firmly convinced of a mistake that affects substantial rights citation and internal quotation marks omitted C. recognizing that absent illegality we do not weigh the wisdom of any particular employment decision internal quotation marks and citation omitted D. holding that apprendi error is harmless if the court finds beyond a reasonable doubt that the result would have been the same absent the error internal quotation marks and citation omitted E. recognizing that the declaratory judgment act is only procedural and does not create substantive rights internal quotation marks and citations omitted

assistant: The best answer is B. holding that the district court should be reversed for abusing its discretion only if we are firmly convinced of a mistake that affects substantial rights citation and internal quotation marks 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: PMC shall keep all property useful and necessary in its business in good working order and condition except to the extent that the failure to do so could not reasonably be expected to result in a material Adverse Effect. PMC shall maintain a fidelity bond and be covered by insurance of the kinds and in the amounts customarily maintained by such similarly situated entities in the same jurisdiction and industry as PMC, in amounts acceptable to Fannie Mae except to the extent that the failure to do so could not reasonably be expected to result in a material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower or the applicable other Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.16), the amounts received with respect to this Agreement equal the sum which would have been received had no such deduction or withholding been made.

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: Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or formed, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing (or comparable status) under the laws of its jurisdiction of incorporation or organization and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

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 case excerpt and choose the best holding from the options. Case excerpt: Tucker Act.”); see also Roth v. United States, 378 F.3d 1371, 1384 (Fed.Cir.2004) (“Because the Tucker Act itself does not provide a substantive cause of action, ... a plaintiff must find elsewhere a money-mandating source upon which to base a suit.”). The United States Court of Federal Claims has “jurisdiction to render judgment upon any claim by or against, or dispute with, a contractor arising under ... the Contract Disputes Act of 1978, including a dispute concerning ... rights in tangible or intangible property, compliance with cost accounting standards, and other nonmonetary disputes on which a decision of the contracting officer has been issued under section 6 of that Act.” 28 U.S.C. § 1491(a)(2); seeAlliant Techsystems, Inc. v. United States, 178 F.3d 1260, 1270 (Fed.Cir.1999) (<HOLDING>). The Contract Disputes Act provides that Options: A. holding that the claims court has no jurisdiction under the tucker act over claims to social security benefits B. recognizing that this amendment provided the united states court of federal claims with jurisdiction over a nonmonetary substitute for monetary relief C. holding that the united states court of federal claims lacks jurisdiction over claims sounding in tort including fraud D. holding that the united states court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute E. holding that the tucker act grants the united states court of federal claims jurisdiction to grant nonmonetary relief in connection with contractor claims including claims requesting an interpretation of contract terms

assistant: The best answer is E. holding that the tucker act grants the united states court of federal claims jurisdiction to grant nonmonetary relief in connection with contractor claims including claims requesting an interpretation of contract 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 Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree, severally and not jointly, to purchase the Units. The closing of the purchase and sale of the Units (the “Closing”) shall take place at the offices of Goodwin Procter LLP located at 620 8 th Ave., New York, New York, three Business Days following the satisfaction or waiver of the conditions set forth in Section 2.5 , or at such other time and place or on such date as the Principal Purchasers and the Company may agree upon (such date is hereinafter referred to as the “ Closing Date ”).

assistant: Closings
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: Set forth on Schedule 6.13 is a complete and accurate list as of the Restatement Effective Date of each Subsidiary, together with (i) jurisdiction of organization, and (ii) percentage of outstanding shares of each class owned (directly or indirectly) by the Parent or any Subsidiary, (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights (other than stock options granted to officers, employees or directors and directors’ qualifying shares) with respect thereto, and (iv) if applicable, identification of any such Subsidiary as an Immaterial Subsidiary.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may change our seller fees from time to time by posting the changes on the ebay site 14 days in advance , but with no advance notice required for temporary promotions or any changes that result in the reduction of fees .

assistant: Unilateral change
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 of any provision of this Agreement or the Note, or consent to departure therefrom, is effective unless in writing and signed by the Lender. No such consent or waiver extends beyond the particular case and purpose involved. No amendment to this Agreement is effective unless in writing and signed by the Company and the Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During your employment and thereafter, the Company shall indemnify and hold you and your heirs and representatives harmless, to the maximum extent permitted or required by the laws of the State of Delaware in effect on the date of this Agreement or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding (whether civil, criminal, administrative or investigative), or any threatened claim or proceeding (whether civil, criminal, administrative or investigative), against you that arises out of or relates to your service as an officer, director or employee, as the case may be, of the Company, or your service in any such capacity or similar capacity with any affiliate of the Company or other entity at the Company’s request (collectively, “Claims”), both prior to and after the date of this Agreement. Notwithstanding the foregoing, you will not be entitled to indemnification under this Section in connection with any Claim initiated by you against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of that Claim. The Company will promptly advance to you or your heirs or representatives such expenses, including litigation costs and attorneys’ fees, upon written request with appropriate documentation of such expenses upon receipt of an undertaking by you or on your behalf to repay such amount if it shall ultimately be determined that you are not entitled to be indemnified by the Company. If you have any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which you may request indemnity under this provision, you will notify the Company promptly in writing of the potential Claim; provided that the failure to give such notice shall not affect your right to indemnification. The Company shall be entitled to assume the defense of any such proceeding and you will use reasonable efforts to cooperate with such defense. To the extent that you determine in good faith that there is an actual or potential conflict of interest between the Company and you in connection with the defense of a proceeding, you will so notify the Company and will be entitled to separate representation at the Company’s expense by counsel selected by you (provided that the Company may reasonably object to the selection of counsel within ten (10) business days after notification thereof) which counsel shall cooperate, and coordinate the defense, with the Company’s counsel and minimize the expense of such separate representation to the extent consistent with your separate defense.

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 parties acknowledge and agree that the terms and conditions of this Amendment and the Letter of Agreement dated May 3, 2018, including the existence thereof, are subject to the provisions of section 5(e) of the Administrative Services Agreement.

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: 15, 2003, a jury convicted Leathers on both of the charges and the District Court sentenced him under § 922(e)(1) to concurrent prison terms of 327 months on each count. I. Leathers’s first claim is that 18 U.S.C. § 922(g) as applied to him is an unconstitutional exercise of Congress’s power under the Commerce Clause of the Constitution because his possession of a firearm and ammunition did not have a significant impact on interstate commerce. Recognizing this Circuit’s long-standing precedent to the contrary, Leathers nevertheless argues that the Supreme Court’s decision in Jones v. United States, 529 U.S. 848, 120 S.Ct. 1904, 146 L.Ed.2d 902 (2000), implicitly overruled the Supreme Court’s decision in Scarborough v. United States, 431 U.S. 563, 97 S.Ct. 1963, 52 L.Ed.2d 582 (1977) (<HOLDING>) and requires us to revisit the issue. We Options: A. holding that the feloninpossessionofafirearm statute only requires a showing that the firearm at one time traveled through interstate commerce B. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce C. recognizing scarborough holding that commerce nexus satisfied upon showing that possessed firearm had traveled at some time in interstate commerce D. holding 922g is not unconstitutional as applied to a defendant who possessed a firearm only intrastate when the government demonstrated that the firearm moved in interstate commerce E. holding that the connection between the robbery and interstate commerce was much more direct than in wang because at the time of the robbery the victim in walker was selling illegal drugs that had traveled through interstate commerce

assistant: The best answer is A. holding that the feloninpossessionofafirearm statute only requires a showing that the firearm at one time traveled through interstate 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 case excerpt and choose the best holding from the options. Case excerpt: of a FELA claim in federal court that rule 68.03 is inconsistent with the federal interest in uniformly applying FELA. In Johnson, the Supreme Court explained that the difference in “outcome” requiring preemption of a state rule referred to a difference in “the ultimate disposition of the case” between federal and state courts. 520 U.S. at 921, 117 S.Ct. at 1806 (emphasis added). Consistent with this principle, the Supreme Court has held state rules to be preempted when such rules significantly affected state-court adjudication of the underlying rights of the federal statute, typically by defeating a plaintiffs cause of action when such defeat would not have occurred in federal court. See, e.g., Haywood v. Drown, 556 U.S. 729, 740-42, 129 S.Ct. 2108, 2117-18, 173 L.Ed.2d 920 (2009) (<HOLDING>); Felder, 487 U.S. at 152-53, 108 S.Ct. at 2314 Options: A. holding state statute that prevented 1983 suits seeking damages relief against correctional officers to be preempted B. holding suits against state officials for prospective injunctive relief are permissible because they are in effect suits against the officials in their individual capacities C. holding that suits against state officers rather than against state itself are permitted when seeking prospective but not compensatory or other retrospective relief D. holding that a state university is not a person within the meaning of 1983 and therefore is not subject to suits brought under 1983 E. holding that title ii ada suits and rehabilitation act suits for prospective injunctive relief may be brought under ex parte young against state officers in their official capacities

assistant: The best answer is A. holding state statute that prevented 1983 suits seeking damages relief against correctional officers to be preempted
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 counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this 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: essentially assumes a trustee’s role of deciding what information is relevant or material, and thus undercuts the central principles of chapter 7”); Klutchko, 338 B.R. at 568 ("Generally ... it is not for the debtor to determine which assets should be disclosed to creditors.... The debtor’s duty is merely to answer truthfully. It is left to the creditors or parties-in-interest to judge whether that information will aid them or prejudice them.”); Fokkena v. Peterson (In re Peterson), 356 B.R. 468, 478 (Bankr.N.D.Iowa 2006) (stating that debtors have an absolute duty to report whatever interests they hold in property, even if they believe their assets are worthless) (citing Kas-den v. Kasden (In re Kasden), 209 B.R. 239, 243-44 (8th Cir. BAP 1997)). 39 .See Bressler, 387 B.R. at 461-62 (<HOLDING>) (citing Bank of India v. Sapru (In re Sapru), Options: A. holding that a debtors right to strip off a wholly unsecured lien is conditioned on the debtors obtaining confirmation of and performing under a chapter 13 plan that meets all of the statutory requirements rather than on a debtors discharge B. holding that a retainer agreements general payorwewill quit language was not specific enough to comply with a local rule that required bankruptcy attorneys to represent debtors in adversary proceedings unless the debtors expressly agreed otherwise C. holding that otherwise immaterial falsehoods or omissions can aggregate into a critical mass substantial enough to bar a debtors discharge D. holding that a cause of action exists under 523a15 by which a debtors own former divorce attorneys might except from discharge the debtors contractual obligation to them E. holding that a debt that was the result of debtors fraud could be exempted from discharge under 523a4 when the parties had later entered into a settlement agreement

assistant: The best answer is C. holding that otherwise immaterial falsehoods or omissions can aggregate into a critical mass substantial enough to bar a debtors discharge
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 bound ary lines” of a right-of-way a “street” does not control the constitutional forum analysis. Furthermore, even treating the median as “part of’ a public street, because Plaintiff seeks access only to that “part” of the street for the display of his Nativity scene, it is only that part of the venue that is determinative of the forum. “When speakers seek general access to public property, the forum encompasses that property. When speakers seek more limited access, however, we must take a more tailored approach to ascertaining the perimeters of [the relevant] forum within the confines of the government property at issue.” Cornelius v. NAACP Legal Defense and Educ. Fund, Inc., supra, 473 U.S. at 801, 105 S.Ct. at 3448. See also Helms v. Zubaty, 495 F.3d 252, 256 (6th Cir.2007) (<HOLDING>). Indeed, even public streets as a whole may Options: A. holding that because plaintiffs speech occurred in the reception area of the judge executives office it was only the nature of that limited area and not the general public nature of fiscal court budding within which the office was located that was determinative of the forum B. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees C. holding that after the district court determined that the plaintiffs speech was protected the court was required to inform the jury of its ruling that knapps speech was constitutionally protected D. holding that because public use of a beach was permissive the public was a licensee and as such could be excluded from the whole area at any time by the title owner E. holding that the appropriate sanction was to require the defendant to disclose the nature of the agreement with the witness

assistant: The best answer is A. holding that because plaintiffs speech occurred in the reception area of the judge executives office it was only the nature of that limited area and not the general public nature of fiscal court budding within which the office was located that was determinative of the forum
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: appealed his original conviction; "[i]n order to assure the absence of such a motivation [vindictiveness], we have concluded that whenever a judge imposes a more severe sentence upon a defendant after a new trial, the reasons for his doing so must affirmatively appear . . . [a]nd the factual data upon which the increased sentence is based must be made part of the record, so that the constitutional legitimacy of the increased sentence may be fully reviewed on appeal.” North Carolina v. Pearce, 395 U. S. 711, 726, supra. Subsequent decisions have illustrated that it is the possibility of vindictiveness in an appellate procedure and in resentencing that violates due process and not merely the possibility that a harsher sentence may be imposed. Colten v. Kentucky, 407 U. S. 104, supra (<HOLDING>); Chaffin v. Stynchcombe, 412 U. S. 17, supra Options: A. holding that a court of appeals should review de novo a district courts determination of state law B. holding that the possibility of vindictiveness does not inhere in a twotier system of appeals with the right to a de novo hearing after conviction in an inferior court C. holding in the criminal context that a district courts obligation to make a de novo determination with respect to the portions of a magistrate judges report and recommendation to which objections are made did not require a de novo hearing D. holding that presumption of vindictiveness is inapplicable in a system which gave a convicted defendant the right to a trial de novo in another court E. holding that there is a presumption of vindictiveness when a harsher sentence is imposed after a defendant exercises his right to a de novo review

assistant: The best answer is B. holding that the possibility of vindictiveness does not inhere in a twotier system of appeals with the right to a de novo hearing after conviction in an inferior 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 case excerpt and choose the best holding from the options. Case excerpt: on appeal, see Coventry Br. at 45-55; Griswold Br. at 26-28. In a brief footnote in its reply brief, Coventry acknowledges that stale law may be applicable. See Coventry Reply at 24 n. 8. That belated and undeveloped argument is insufficient to raise a choice-of-law issue on appeal. See Neely v. Club Med Mgmt. Servs., Inc., 63 F.3d 166, 180 (3d Cir.1995) (enbanc) (observing that "choice of law issues may be waived”). Because we are satisfied that the Supreme Court's decision in Arthur Andersen did not overrule Third Circuit decisions consistent with relevant state law contract principles, we may rely on our prior decisions so long as they do not conflict with these Georgia and Pennsylvania state law principles. See Kramer v. Toyota Motor Corp., 705 F.3d 1122, 1130 n. 5 (9th Cir.2013) (<HOLDING>). 7 . The other Appellants—Coventry Group, Options: A. holding that prearthur andersen federal decisions consistent with relevant state contract principles remain good law B. holding that state courts in construing and interpreting state law are not bound by the decisions of federal courts C. holding that the plaintiffs state law claims are preempted by federal law D. holding that state court with jurisdiction over 301 claim should have applied federal labor law rather than state contract law E. recognizing that decisions of lower federal courts interpreting federal law are not binding on state courts

assistant: The best answer is A. holding that prearthur andersen federal decisions consistent with relevant state contract principles remain good law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes, including acquisitions or strategic transactions, and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations .

assistant: Use Of Proceeds
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: the terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution , credit card issuer or other provider of your chosen payment method .

assistant: None