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: United States v. Forrest, 611 F.3d 908, 913 (8th Cir.2010) (stating “the issue is whether the government proved by a preponderance of the evidence that [the defendant] pleaded guilty to a qualifying burglary offense with judicial records permitted under the modified categorical approach .... ”). l Count one of the charging document, which pertains to the simple burglary con viction listed in paragraph 44 of the PSR, simply alleges Soileau “did willfully and unlawfully commit simple burglary of a building and/or belonging to Jasper Dupre, in violation of R.S. 14:62.” Soileau argues that according to this language he could have committed a burglary of a “belonging,” such as a vehicle or watercraft, which does not qualify as a violent felony. See Taylor, 495 U.S. at 599, 110 S.Ct. 2143 (<HOLDING>). While we acknowledge Soileau raises a valid Options: A. holding that thirddegree burglary is a violent felony B. holding that burglary is violent felony C. holding that escape is categorically a violent felony under the acca D. holding that attempted burglary as defined by florida law is a violent felony under acca E. holding a burglary must be of a building or structure in order to qualify as a violent felony for acca purposes

assistant: The best answer is E. holding a burglary must be of a building or structure in order to qualify as a violent felony for acca purposes
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, at the time of enforcement of Sections 2 or 3 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information, the Parties agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security and without proving damages).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a reasonable time. After the motions filing date, the D.C. Circuit rejected the reasoning of these circuit courts and held that the police had to obtain a warrant to use a GPS tracker to monitor a defendant for 28 days. See United States v. Maynard, 615 F.3d 544 (D.C.Cir.2010). Considering the majority of circuit courts that addressed the issue held that no warrant was required for a GPS device, counsel’s decision not to file a motion to suppress was not “objectively unreasonable.” That the Su preme Court ultimately reached the opposite conclusion in United States v. Jones, — U.S.-, 132 S.Ct. 945, 181 L.Ed.2d 911 (2012), more than one year after Dray-ton’s plea, does not render counsel’s performance “objectively unreasonable.” See Bullock v. Carver, 297 F.3d 1036, 1052 (10th Cir.2002) (<HOLDING>). Accordingly, we DENY Drayton’s application Options: A. holding that failure to predict future law or to anticipate arguments that blossomed after trial is not a basis for ineffective assistance of counsel claims B. holding that failure to object to admissible evidence was not ineffective assistance of counsel C. holding no ineffective assistance of appellate counsel claim for failure to raise as basis for appeal of conviction ineffective assistance of trial counsel where basis for the latter claim was inadequate D. holding that trial counsel cannot be held ineffective for failing to anticipate changes in law E. holding that an ineffective assistance of counsel argument premised on counsels failure to anticipate apprendi would be untenable

assistant: The best answer is A. holding that failure to predict future law or to anticipate arguments that blossomed after trial is not a basis for ineffective assistance of counsel claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: • forge any tcp/ip packet header or any part of the header information in any email or newsgroup posting , or in any way use the site , services or collective content to send altered , deceptive or false source-identifying information ;

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: The Receiving Party shall provide attested certification from an authorized representative confirming such return and destruction "provided however, Receiving Party may retain one (1) copy of such documentation in its secure legal files for the sole purpose of administering its obligations under this agreement, as well as copies of electronically exchanged Confidential Information that are made as a matter of routine information technology back-up, which copies shall continue to be kept confidential in accordance with the terms and conditions of this Agreement."

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Release attached as Attachment 1 , the Separation Pay Agreement attached as Attachment 2 , and the Confidentiality Agreement attached as Attachment 3 , is the entire agreement between you and the Company relating to your employment and your resignation from employment. Except as expressly provided otherwise in this Agreement, this Agreement supersedes all prior oral and written agreements and communications between the parties hereto. This Agreement will not be modified, amended or terminated, except by a written agreement manually signed by both parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Gomer’s own testimony that she did not expect to receive uninterrupted possession of the dog until Ar-tall’s death. Section 10.004(d), however, provides that the trial court “may not award monetary sanctions against a represented party for a violation of Section 10.001(2).” Tex. Civ. Prac. & Rem.Code Ann. § 10.004(d) (Vernon 2002). Here, the trial court imposed $5,000 in sanctions against Gomer, a represented party. Under these facts, therefore, section 10.001(2) cannot support this sanctions award against Gomer, although Gomer’s attorney may be sanctioned under this section. See Univ. of Tex. at Arlington v. Bishop, 997 S.W.2d 350, 357 (Tex.App.-Fort Worth 1999, pet. denied); see also Loejfler v. Lytle Indep. Sch. Dish, 211 S.W.3d 331, 349-50 (Tex.App.-San Antonio 2006, pet. denied) (<HOLDING>). Thus, the only other subsection of section Options: A. holding that in a situation where the police have probable cause to arrest one party and reasonably mistake a second party for that first party the arrest of the second party is still a valid arrest B. holding party must support argument with legal authority C. holding that the party prevailing on the significant issues in the litigation is the party that should be considered the prevailing party for attorneys fees D. holding that a third party holding legal title to property is a necessary party in an action for equitable distribution E. holding that because attorney decides which legal claims to file and party provides at most factual basis for claims party should not be punished for their attorneys conduct unless the party is implicated apart from having entrusted its legal representation and trial court abused its discretion in sanctioning party under chapter 10

assistant: The best answer is E. holding that because attorney decides which legal claims to file and party provides at most factual basis for claims party should not be punished for their attorneys conduct unless the party is implicated apart from having entrusted its legal representation and trial court abused its discretion in sanctioning party under chapter 10
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it has jurisdiction pursuant to Minn.Stat. §§ 518A.01-518A.25); Minn.Stat. § 518A.03, subd. 1(c)(2) (1992) (granting state courts authority to make custody decisions where the child is physically present in the state and an emergency situation exists because the child is subject to or threatened with mistreatment or abuse); Red Lake Tribal Code § 100.01 (extending sovereignty and jurisdiction to all places within the boundaries of the reservation); Red Lake Tribal Code § 801.13 (granting tribal courts authority to make custody decisions). To hold that the state court has exclusive jurisdiction because Stenseng and K.K.S. have a transient presence off the reservation would sanction unilateral movement of children to gain advantage in custody disputes. Accord 28 U.S.C. § 1738A(c) (1988) (<HOLDING>); Uniform Child Custody Jurisdiction Act, Options: A. recognizing a childs contact with a jurisdiction and not mere presence confers jurisdiction B. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state C. holding that the mere delivery of documents does not confer jurisdiction D. holding that personal jurisdiction was lacking when the only contact by defendant with forum state was initiated by plaintiffs counsels paralegal for the sole purpose of establishing personal jurisdiction E. holding that the clause at issue granted jurisdiction but not exclusive jurisdiction

assistant: The best answer is A. recognizing a childs contact with a jurisdiction and not mere presence confers jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the record because it contained medical information. The court granted the motion in a minute order dated January 4, 2006. Nevertheless, the court’s “Order and Opinion,” dated September 5, 2006, 2006 WL 2571878, which is publicly available, discusses Ms. Flanagan's medical records. The parties never objected to the court’s order, nor have they filed a motion to seal the record in this Court. Therefore, we do not deem the appellate record sealed. 2 . No test results of any type, including x-rays or MRIs, were ever submitted to MetLife. 3 . The disability plan pays short-term benefits following the fourteenth consecutive day that a claimant is unable to work due to injury or illness. Aplt. App. at 125. 4 . Ms. Flanagan saw Dr. Baldwin on October 13, 2003, and he wrote 896 (10th Cir.1992) Options: A. holding that as a general rule this court will not consider an issue that was not raised below B. holding that court will not consider issue raised for first time on appeal C. holding that this court will not consider a theory or issue that was not pleaded or raised in the trial court D. recognizing the general rule that a court of appeals will not consider an issue raised for the first time on appeal E. recognizing general rule that an appellate court cannot address claims that were not raised below

assistant: The best answer is A. holding that as a general rule this court will not consider an issue that was not raised below
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: services” within the meaning of 29 U.S.C. § 213(a)(15) will not qualify for overtime compensation under the “trained personnel” exception of 29 C.F.R. § 552.6 unless (1) that employee’s position involves the provision of services required to be performed by someone with training comparable in scope and duration to that of a registered or practical nurse, and (2) the employee in fact has received such training. Cox v. Acme Health Servs., Inc., 55 F.3d 1304, 1310 (7th Cir.1995). Moreover, “on-the-job training” is not recognized for the trained personnel exception because to do so would create an “ ‘administrative nightmare’ for the state since each worker would constantly have to be reevaluated.” McCune, 894 F.2d at 1111. See also Sandt v. Holden, 698 F.Supp. 64, 68 (M.D.Pa.1988) (<HOLDING>). In applying this formulation, courts have Options: A. holding an accused with a sixth or seventh grade education who testified at suppression hearing that he had asked for a lawyer although disbelieved by the trial court indicated his familiarity with his rights B. holding that the plaintiffs conclusory statement that the student who was hired instead of her had less experience and education could not defeat summary judgment because absent supporting facts a jury would be in no position to assess her claim of superiority C. holding that a retiree with a sixth grade education who was given little time to review the terms had stated a claim D. holding that plaintiff who had an eleventh grade education and who held no licenses did not satisfy the trained personnel exception even though having past experience as a health aide E. holding that the record did not belie the claimants iq of 58 where he attended special education classes did not live independently and dropped out of school at a low grade either in the sixth or eighth grade

assistant: The best answer is D. holding that plaintiff who had an eleventh grade education and who held no licenses did not satisfy the trained personnel exception even though having past experience as a health aide
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 the CLAM Sale were treated as distributions to Richard and Todd. The effect of these transactions was to transfer money from one Kitchin-controlled entity to pay the debts of another Kitchin-con-trolled entity resulting in harm to the Trust. On this basis, this Court finds that Richard exercised sufficient control over Kitchin LLC to satisfy the first prong of the Ashley test. Having established control, this Court also finds that the totality of the circumstances warrants piercing the corporate veil. Looking to the substance of the CLAM Sale and the CAP Payments, this Court recognizes that both Richard and Todd treated the debts of Chester Auto Parts and Kitchin LLC as indistinguishable. See Cureton v. National Collegiate Athletic Ass’n, 198 F.3d 107, 127 fn. 5 (3d Cir.1999) (<HOLDING>). Neither Richard nor Chester Auto Parts Options: A. holding that alter ego is shown from the total dealings of the corporation B. recognizing that the corporate entity is disregarded to prevent fraud or an injustice not to inflict an obligation on an innocent corporation and that the fraud or inequity sought to be eliminated must be that of the party against whom the alter ego doctrine is invoked C. holding jurisdiction over an individual may not usually be predicated on jurisdiction over a corporation unless the corporation is the alter ego of the individual or when the individual perpetrates a fraud D. holding an alter ego action could be brought by the debtor corporation under texas law E. recognizing that pursuant to the traditional application of the alter ego doctrine corporate form may be disregarded when the corporation is the mere instrumentality or business conduit of another corporation or person

assistant: The best answer is E. recognizing that pursuant to the traditional application of the alter ego doctrine corporate form may be disregarded when the corporation is the mere instrumentality or business conduit of another corporation or person
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: preclude subsequent litigation). The court concluded: Because Coan has not taken any steps to permit the court to safeguard the interests of others or the court’s proceedings under the circumstances, ... she has failed to represent adequately the interest of other plan participants and has therefore not properly proceeded in a representative capacity as required by section 502(a)(2). Id. at 262. Coan has received mixed reviews both before and after LaRue. Compare Abbott v. Lockheed Martin Corp., No. 06-cv-0701-MJR, 2010 WL 547172, at *4 (S.D.Ill. Feb. 10, 2010) (refusing to permit case to proceed absent procedural safeguards because of “antagonistic and irreconcilable” interests and a concern for redundant suits), and Fish v. Greatbanc Trust Co., 667 F.Supp.2d 949, 952 (N.D.Ill.2009) (<HOLDING>), with Blankenship v. Chamberlain, 695 Options: A. holding on motion to proceed without class certification that some procedural safeguards were required B. holding that putative class members are not parties to an action prior to class certification C. holding that tolling applies to a subsequent class action when class certification was granted in a prior case D. holding that district court has discretion under appropriate circumstances to rule on summary judgment motion before addressing pending class certification motion E. holding that under wilkerson it was error for district court to deny class action certification motion of named plaintiffs whose claims were resolved after filing motion for class certification but before district court decided motion

assistant: The best answer is A. holding on motion to proceed without class certification that some procedural safeguards were required
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: — as a condition precedent to coverage becoming effective under a policy — that there be no change in the insured’s health between the date of application and the date of delivery of the policy and collection of the premium.”). Here, Coops remained silent about his colon cancer diagnosis when Pruco delivered the Policy to him. It is undisputed that this information was material to Pruco’s decision to issue the Policy. Indeed, the parties have stipulated that Pruco would not have issued the Policy to Coops had it known of Coops’ colon cancer diagnosis prior to delivering the Policy. As such, the change in Coops’ health condition before the Policy was delivered constituted a failure of the express condition precedent to coverage, and the Policy did not become effective. See, e.g., id. (<HOLDING>). Contrary to plaintiffs argument, the Options: A. holding that under minnesota law an insurance policy or provision not filed with the commissioner of insurance is unenforceable B. recognizing that production of a written insurance policy was unnecessary to prove the existence of the policy because the proof required was proof of the fact of insurance and not of the contents of a writing C. holding that a policy with an excess other insurance clause provides no coverage until a policy with a pro rata other insurance clause is exhausted D. holding that where applicant was hospitalized with hepatic encephalopathy between time he completed insurance application and delivery of policy condition precedent was not satisfied and no insurance policy ever came into effect E. holding an endorsement to an existing insurance policy which added a new vehicle did not create a new contract of insurance but was merged with and became a part of the original policy

assistant: The best answer is D. holding that where applicant was hospitalized with hepatic encephalopathy between time he completed insurance application and delivery of policy condition precedent was not satisfied and no insurance policy ever came into effect
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a tort-like remedy. See United States v. Burke, 504 U.S. 229, 240-42, 112 S.Ct. 1867, 119 L.Ed.2d 34 (1992) (contrasting Title VTI’s focus on redressing “legal injuries of an economic character” with 42 U.S.C. § 1981, which permits victims of some forms of employment discrimination to obtain tort-like damages); Duse v. IBM Corp., 252 F.3d 151, 160-61 (2d Cir.2001) (discussing Burke). “[Djamages in tort eases are designed to provide compensation for the injury caused to plaintiff by defendant’s breach of duty.” Memphis Community School District v. Stachura, 477 U.S. 299, 306, 106 S.Ct. 2537, 91 L.Ed.2d 249 (1986) (quotation marks omitted). Thus, a plaintiff who seeks compensatory damages must prove that the defendant’s breach of duty caused him actual injury. Id. at 308, 106 S.Ct. 2537 (<HOLDING>). Consistent with these principles, the Second Options: A. holding that a state is not a person under 42 usc 1983 B. holding that principles of comity bar challenges to state tax law which seek money damages under 42 usc 1983 C. holding that a municipality is immune from punitive damages under 42 usc 1983 D. holding that claims under 42 usc 1983 are not personal injury tort claims E. holding that principles of tort damages on which 42 usc 1983 is grounded require plaintiff to prove actual injury

assistant: The best answer is E. holding that principles of tort damages on which 42 usc 1983 is grounded require plaintiff to prove actual injury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Party may deliver executed signature pages to this Amendment by facsimile transmission to the other Parties, which facsimile copy shall be deemed to be an original executed signature page. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute a single instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the other party's prior written approval, which shall not be unreasonably withheld; provided that such approval shall not be required in connection with any merger, consolidation, reorganization, sale, or similar transaction involving the Company and/or all or substantially all of its assets, so long as the successor party to such transaction assumes the Company's obligations under this Agreement. Subject to the above restrictions, this Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their respective heirs, administrators, successors, and permitted assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Group Member has filed or caused to be filed all Federal, material state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority to the extent such Taxes have become due and payable (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); no Tax Lien has been filed, and, to the knowledge of the Parent Borrower, no claim is being asserted, with respect to any such Tax that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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: This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Immediately when all conditions set forth in Section II.C have been fully satisfied, Company will issue and sell to Investor and Investor will purchase 51 Preferred Shares by payment to Company of $500,000.00 in cash, and an additional 204 Preferred Shares by delivery of the Note and payment to Company of $5,000.00 in cash, by wire transfer of immediately available funds to an account designated by Company.

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: During the Term, as defined in Section 2(b),the Company will employ Executive as its Chief Financial Officer reporting to the Company’s Chief Executive Officer (“ CEO ”) and its Board of Directors (the “ Board ”), and Executive accepts employment to serve in this capacity, all upon the terms and conditions in this Agreement. Executive will have those duties and responsibilities that are described in the Bylaws for the Treasurer of the Company, as well as other duties consistent with Executive’s position as Chief Financial Officer, and otherwise as determined by the CEO and the Board. The Company reserves the right, in its sole discretion, to change or modify Executive’s position, title and duties during the term of this Agreement, subject to Executive’s rights under Section 7(d).

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: The Pledgors shall reimburse the Administrative Agent and the other Secured Parties upon demand for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses incurred by the Administrative Agent and the other Secured Parties in connection with the preparation, execution, delivery, administration, collection and enforcement of this Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral in accordance with the terms of the Credit Agreement to the extent provided for in Section 12.03 of the Credit Agreement). Any and all costs and expenses incurred by the Pledgors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Pledgors. Any taxes and stamp duties payable or ruled payable by and domestic or foreign Governmental Authority in respect of this Agreement shall be borne solely by the Pledgors, together with related interest, penalties, fines and expenses, if any.

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: The (i) audited financial statements delivered pursuant to Section 6.2(e)(i)(A) , (ii) unaudited financial statements delivered pursuant to Section 6.2(e)(i)(B) , are complete and correct and fairly present on a Consolidated basis the assets, liabilities and financial position of the Parent Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The pro forma financial statements and forecasts delivered pursuant to Section 6.2(e)(ii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are reasonable in light of then existing conditions except that such financial statements and forecasts shall be subject to normal year end closing and audit adjustments.

assistant: Financial Statements
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 the performance of its obligation to supply Licensed Adjuvants to Purchaser under this Agreement, Supplier shall (i) comply with all Applicable Laws, including those in any Regulatory Approval of any Regulatory Authority (including without limitation, cGMPs as applicable in each relevant country as defined in national and international accepted GMP compendia including PIC/C, WHO GMP Guide and Guide to Good Manufacturing Practices for Medicinal Products as promulgated under European Directive 91/356/EEC), (ii) manufacture the Licensed Adjuvants according to the Adjuvant Specifications, and (iii) obtain and comply with all Regulatory Approvals that are necessary for Supplier to perform its obligations hereunder. Prior to the production of any cGMP supplies by Isconova under this Agreement, including without limitation the Preclinical Supplies, the Parties shall execute a Quality Agreement which shall have the table of contents attached hereto as Exhibit G and upon execution, such Quality Agreement shall be considered Exhibit G hereof in its entirety and attached hereto (the “ Quality Agreement ”).

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 case excerpt and choose the best holding from the options. Case excerpt: 1998 Preliminary Injunction Order. However, as Microsoft concedes, the court must look to the present in assessing the propriety of a requested injunction. Opposition at 8. Additionally, Microsoft cannot persuasively argue that it is unfair to measure the balance of hardships according to circumstances resulting from Sun's efforts to enforce the TLDA’s compatibility obligations. Moreover, the harm to Microsoft, even when the current state of Microsoft’s relevant software products is ignored, fails to outweigh the competitive and other harms advanced by Sun. 10 . Sun has demonstrated a reasonable likelihood of success in establishing that the TLDA requires Microsoft to include JNI in its implementations of the Java Virtual Machine. See Sun, 21 F.Supp.2d at 1119-22; Sun, 188 F.3d at 1120 (<HOLDING>). 11 . The exclusion of JNI does not benefit Options: A. holding that a court may issue injunctive relief only when the movant demonstrates four factors substantial likelihood of success on the merits irreparable harm no substantial injury to the other party and furtherance of the public interest B. holding that the evidence that the defendant violated a probation condition was not competent and substantial because the state presented only hearsay evidence C. holding that the burden is on the appellant to bring forth a record that demonstrates error D. holding that substantial evidence demonstrates that microsoft violated the tlda E. holding that a stay of execution is only appropriate where the movant demonstrates substantial grounds upon which relief might be granted

assistant: The best answer is D. holding that substantial evidence demonstrates that microsoft violated the tlda
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 shall maintain complete, current and accurate records of all work conducted by it under the Initial Development Plan or other Development Plan prepared pursuant to Section 4.8, and all Data resulting from such work. Such records shall fully and properly reflect all work done and results achieved in the performance of such development plan in good scientific manner appropriate for regulatory purposes. Each Party shall document all preclinical studies and clinical trials in formal written study reports according to applicable national and international ( e.g. , ICH, GCP, GLP, and GMP) guidelines. Each Party shall have the right to review such records maintained by the other Party at reasonable times, upon written request, which shall not exceed once a year. Each Party shall present reports in English at the JSC meetings on its Development and regulatory activities with respect to the Licensed Product, including without limitation any significant formal or informal meetings between such Party and the Regulatory Authority in its Territory, at a level of detail to be agreed by the JSC; provided, however, that any such presentation shall include at least a summary of the resulting Data for, all preclinical studies and all clinical trials conducted by such Party with the Licensed Product.

assistant: Records
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 will use the proceeds from the sale of the Securities to fund the Company’s working capital. Further, the Company will use the proceeds from the sale of the Securities to satisfy in full and pay off those certain liabilities and obligations set forth on Schedule 3(m) attached hereto. Except as set forth on Schedule 4(b) , the Company shall not use such proceeds, at any time, to repay indebtedness, to lend money, to give credit, or to advance funds to any of its officers, directors, employees, or affiliates.

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 case excerpt and choose the best holding from the options. Case excerpt: waste collection in Coral Springs. As the Eleventh Circuit concluded in City of Delray Beach, there is nothing in the bid process here which promoted local economic interests over out-of-state interests. The bidding process was open to all, and there was no requirement that local interests be favored in the performance of the contract. I find nothing in the record to support the claim that the City’s actions constituted the sort of “local economic protection” that the Commerce Clause forbids. Merely because the City Ordinance and Franchise Agreement required compliance with the District’s Interlocal Agreement and Plan of Operations for disposal does not itself violate the Commerce Clause. East Coast Recycling, Inc. v. City of Port St. Lucie, 234 F.Supp.2d 1259, 1264 (S.D.Fla.2002) (<HOLDING>). B. The District’s Flow Control Regulations Options: A. holding that ordinances the effect of which was to remove 10400 annual tons of solid waste at 80 a ton from interstate commerce were discriminatory in practical effect B. holding that three municipal flow control ordinances similar to the one here at issue discriminated against interstate commerce C. 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 D. holding that ordinance requiring all municipal solid waste generated within county to be delivered to a particular facility discriminated against interstate commerce E. holding that mere reference to the interlocal agreement in the citys ordinances even assuming the interlocal agreement impermissibly burdens interstate commerce by restricting the flow of solid waste is not enough to render those ordinances invalid

assistant: The best answer is E. holding that mere reference to the interlocal agreement in the citys ordinances even assuming the interlocal agreement impermissibly burdens interstate commerce by restricting the flow of solid waste is not enough to render those ordinances invalid
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless terminated earlier as provided in this Agreement, this Agreement will have a term of one year commencing on the Effective Date. This Agreement will be automatically renewed for additional successive one-year periods, unless the other party receives written notice of non-renewal no later than [*****] days before the expiration of the then-current term. Upon any expiration or termination, the rights and obligations of the parties previously accrued will continue during the Warranty Period of each Product except that Supplier will not be required to accept further orders or undertake further product development.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If your Service terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights you have to such RSUs shall immediately terminate , without payment of any consideration to you. For purposes of this award of RSUs, your Service will be considered terminated as of the date you are no longer providing Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and will not be extended by any notice period mandated under local employment laws ( e.g. , Service would not include a period of “garden leave” or similar period). In case of any dispute as to whether your termination of Service has occurred, the Committee shall have sole discretion to determine whether such termination has occurred (including whether you may still be considered to be providing Services while on a leave of absence) and the effective date of such termination.

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 legal provision and list the applicable contract clause categories. Provision: The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

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: and growing law enforcement problem.” Pub. Law No. 106-172, § 2(4) (2000) (emphasis added). DEA regulations also specify that “GBL and 1,4-butanediol are structurally and pharmacologically similar to GHB and are often substituted for GHB. Under certain circumstances they may satisfy the definition of a controlled substance analogue.” Placement of Gamma-Butyrolac-tone in List I of the Controlled Substances Act, 65 Fed.Reg. 21,645-47 (April 24, 2000) (emphasis added). As the Second Circuit asserted in Ansaldi, “[r]egardless of any other ways in which the laws governing controlled substance[s] might be vague, there is one thing they make perfectly clear—the sale of GBL for human consumption is illegal.” 372 F.3d at 122. Cf. United States v. Washam, 312 F.3d 926, 931 (8th Cir.2002) (<HOLDING>). In our view such pronouncements are Options: A. holding that ajbsent conclusive evidence of congressional intent as to the penal nature of a statute these factors must be considered in relation to the statute on its face B. holding that the analogue act was not unconstitutionally vague as applied to classify unlisted substance gbl as an analogue of ghb C. holding that a defendants unlawful use of a controlled substance need not be simultaneous with the actual crime involving the firearm as long as it occurs during the time period charged as part of the indictment citation omitted D. holding that illegal gambling activity may be enjoined even though these operations are also subject to criminal prosecution E. holding that these congressional pronouncements also confirm bds status as a controlled substance analogue

assistant: The best answer is E. holding that these congressional pronouncements also confirm bds status as a controlled substance analogue
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 assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the Purchaser, in the case of an assignment by the Company or the Seller, in the case of an assignment by the Purchaser. Notwithstanding the foregoing, without the prior written consent of the Seller, the Purchaser (and its permitted assigns) may at any time, in its sole discretion, assign, in whole or in part, its rights under this Agreement to (a) any of its Affiliates or (b) any subsequent purchaser of it or any of its divisions or any portion of its assets (whether such sale is structured as a sale of stock, sale of assets, merger, recapitalization or otherwise). This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Board, such provision shall be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of this Plan and any such Award shall remain in full force and effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: question because the mailing of the letter is described in both Sensing's Answers to Interrogatories and in her deposition testimony. This evidence, which we must read in the light most favorable to Sensing, is properly part of the summary judgment record. Thus, we rely on the May 27 letter as it is described in the deposition and interrogatories. 11 . See Guidelines: Employment Discrimination of [sic] the Basis of Handicap, available at http://www.mass.gov/mcad/disabilityla. html (hereinafter, "MCAD Guidelines”). 12 . Although there are differences between the two statutes and amidst the precedent interpreting them, see, e.g., Whitney, 258 F.3d at 32 n. 1 (examining differences with respect to treatment of "mitigating or corrective devi 273, 281, 107 S.Ct. 1123, 94 L.Ed.2d 307 (1987) (<HOLDING>). 15 . As explained, supra section II.B., the Options: A. holding that ajlcoholism is a handicapping condition within the meaning of the rehabilitation act B. holding that teacher with long dormant disease of tuberculosis that had recently reoccurred was handicapped within meaning of rehabilitation act C. holding under rehabilitation act that epileptics are handicapped individuals D. holding that plaintiff with obstructive airway disease and symptoms of fatigue headaches and myalgias is handicapped under the rehabilitation act E. holding rehabilitation act applicable

assistant: The best answer is B. holding that teacher with long dormant disease of tuberculosis that had recently reoccurred was handicapped within meaning of rehabilitation act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All funds paid by the Investors to the Company in connection with the transactions contemplated hereunder, without any deductions for fees or expenses, shall be used by the Company as set forth in the Rights Offering Term Sheet.

assistant: Use Of Proceeds