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: (a) Each Lender hereby appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. In that connection, Lenders hereby delegate to (i) the Administrative Agent the power to manager and administer the Advances and the Loan Documents, and the Administrative Agent may, without the consent of any Lender, take any and all actions necessary or required to be taken by the Administrative Agent under the Loan Documents, except to the extent that the consent of all Lenders or the Required Lenders is expressly required pursuant to any Loan Document, and (ii) the Collateral Agent the power to manager and administer the Collateral Documents, and the Collateral Agent may, without the consent of any Lender, take any and all actions necessary or required to be taken by the Collateral Agent under the Loan Documents, except to the extent that the consent of all Lenders or the Required Lenders is expressly required pursuant to any Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), no Agent shall be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders or such greater number of Lenders as may be required pursuant to this Agreement, and such instructions shall be binding upon all Lenders and all holders of Notes; provided , however , that no Agent shall be required to take any action that exposes such Agent to personal liability or that is contrary to this Agreement or applicable law, including without limitation, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law. Each Agent agrees to give to each Lender prompt notice of each notice given to it by the Operating Partnership (on behalf of any Borrower) or any Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, lead arranger or book-running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, any Agent or any other Secured Party under any of such Loan Documents. In its capacity as Lenders’ contractual representative, each Agent is a “representative” of Lenders as used within the meaning of “Secured Party” under Section 9-102 of the Uniform Commercial Code.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent at least three (3) Business Days prior to the proposed date for such issuance, amendment, renewal or extension a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall submit a letter of credit application on the Issuing Lender’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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 contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement and, except for the rights of iStar under Section 14(a) and this Section 21 is not intended to and shall not confer upon any person other than the parties any rights or remedies hereunder. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended other than by an agreement in writing signed by the Company (solely with the approval of two-thirds of the Independent Directors), the Operating Partnership and the Manager; provided, however, that no modification or amendment to this Agreement that would affect iStar’s rights hereunder may be made other than by an agreement in writing signed by iStar and all the other 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 legal provision and list the applicable contract clause categories. Provision: This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the internal laws of the State of Texas, without regard to rules or principles of conflicts of law requiring the application of the law of another State.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: idea’ of the ‘characteristics’ of the product.” Black & Decker, 944 F.Supp. at 225 (quoting Abercrombie & Fitch v. Hunting World, Inc., 537 F.2d 4, 11 (2d Cir.1976)). No exercise of the imagination is necessary to perceive that PowerCheck enables a consumer to check, or verify, the power in the battery. See Thompson Med. Co., 753 F.2d at 216. Indeed, as noted above, in 1981, Anderson registered POW-R-CHEK as a mark, and four other companies are presently marketing products with a power verification feature called “power check.” The use of the identical term by several companies to describe diverse products with a power-verification feature supports the Court’s conclusion that the term PowerCheck is descriptive and thus not particularly distinctive. See Estee Lauder, 108 F.3d at 1511 (<HOLDING>). As the Second Circuit has noted, “[t]he Options: A. holding that there is nothing improper about the use of a trademark to communicate that goods bearing that mark were actually sold on defendants website B. holding there was no renewal but finding estoppel on the part of the landlord C. holding that district courts finding of distinctiveness of mark 100 used in respect to facial moisturizer was undermined by the trial evidence that there were approximately 70 trademark registrations and pending applications for registration or renewal that incorporated the term 100 some of which were for cosmetic products D. holding that district courts lack jurisdiction to review denied applications when deportation proceedings are pending E. holding that the district court to not clearly err in finding that a distance of 100 feet is within the curtilage

assistant: The best answer is C. holding that district courts finding of distinctiveness of mark 100 used in respect to facial moisturizer was undermined by the trial evidence that there were approximately 70 trademark registrations and pending applications for registration or renewal that incorporated the term 100 some of which were for cosmetic products
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: false on “[pjrimarily medical evidence but also what was related to [him] about her visit to California by family members” as well as McCullough’s testimony. Id. However, trial counsel did not introduce medical evidence even though such a report existed, or the testimony of family members, or any other evidence to prove the falsity of the California Claim. Id. at 125-126. McCullough’s counsel also did not object when the prosecutor, clearly improperly, referred to uncharged misconduct during closing argument or during rebuttal when the prosecutor stated: “California, I wish I could charge it, but that’s not my jurisdiction. I wish I could charge in California what he did to her, what she testified that he did to her, what she told Diane Bowers that he did to he 978 (Ind.Ct.App.1995) (<HOLDING>). Trial counsel’s cross-examination of Bowers Options: A. holding that trial counsels failure to object to the prosecutors repeated pervasive and clearly improper references during closing arguments to similar transactions committed by the defendant constituted deficient performance and amounted to prejudice that required a new trial B. holding that omissions of informants criminal history from warrant affidavit did not support suppression where the affiant did not know the exact nature of the criminal history C. holding that trial counsels performance in failing to object move to strike or request an admonishment of the jury with respect to the defendants criminal history was deficient and that it could not be said that the references to the defendants criminal history did not impact the jurys decision where the evidence was not overwhelming and reversing for a new trial D. holding that failure to object to properly admitted evidence was not deficient performance by trial counsel E. holding a court may consider a defendants criminal history even if that history is included in the defendants criminal history category

assistant: The best answer is C. holding that trial counsels performance in failing to object move to strike or request an admonishment of the jury with respect to the defendants criminal history was deficient and that it could not be said that the references to the defendants criminal history did not impact the jurys decision where the evidence was not overwhelming and reversing for a new trial
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: 274, 280 (1969). 2 . Federal Rule of Criminal Procedure 11(b)(1)(e) specifically requires an advisement of the defendant’s right to compel the attendance of witnesses. 3 . SDCL 23A-27-6 provides: The report of a presentence investigation shall contain any prior criminal record of the defendant and such information about his characteristics, his financial condition, and the circumstances affecting his behavior as may be helpful in imposing sentence or in granting probation or in the correctional treatment of the defendant, and such other information as may be required by the court. 4 . It is important to note that this is not a case where a defendant sought to contest the factual allegations contained in a presentence report. See Hansen v. Kjellsen, 2002 SD 1, ¶ 11, 638 N.W.2d 548, 552 (<HOLDING>); State v. Jensen, 1998 SD 52, ¶ 58, 579 N.W.2d Options: A. recognizing the right of a defendant to comment upon the failure of the state to produce evidence B. recognizing the defense has a right to comment on the presentence report and may introduce evidence C. holding that if the government fails to object to the presentence report the district courts reliance on the report is reviewed for plain error D. holding that the information contained in a presentence report is reliable because it is based upon the presentence officers research of the records contact with relevant agencies and the gathering of information which is required to be included in a presentence report E. holding that the district court erred in requiring the defense to disclose a report which the defense did not intend to introduce into evidence and which was merely designed to aid in the crossexamination of a witness for the state

assistant: The best answer is B. recognizing the defense has a right to comment on the presentence report and may introduce evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contribution exists only in favor of a tort-feasor who has paid more than his pro rata share of the common liability_” (emphasis supplied). Utica is not a tort-fea-sor. The specific language of N.C.G.S. § 1B-I(b) controls over the more general provision of N.C.G.S.- § 20-279.21(b)(4). Utilities Comm. v. Electric Membership Corp., 3 N.C. App. 309, 314, 164 S.E.2d 889, 892 (1969). Thus, while N.C.G.S. § 1B-I(b) prohibits a claim of contribution by Utica, N.C.G.S. § 20-279.21(b)(4) allows Utica to assert a direct claim that could have been asserted by its insured, Mr. Johnson. In short, Utica’s right to pursue a claim against Zimmerman cannot be defeated by Zimmerman’s action of executing a release in favor of the Hudsons. See Blauvelt v. Landing, 68 N.C. App. 779, 315 S.E.2d 524 (1984) (<HOLDING>). Because Utica may assert all claims that the Options: A. holding that inclusion of a general release was merely a suggestion of how to terminate the lawsuit and that acceptance was not qualified on use of the specific release and party was willing to discuss the terms of a release B. holding that release discharges only those tortfeasors specifically named in the release agreement C. holding that a release between two parties cannot bind a thirdparty who was a stranger to the release D. holding that release discharges only persons named in or sufficiently described by terms of release E. holding that a release of unknown claims has no effect in the absence of evidence apart from the words of the release

assistant: The best answer is C. holding that a release between two parties cannot bind a thirdparty who was a stranger to the release
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall inure to the benefit of and be binding upon the Holder, the Company and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person. No purchasers or transferees of Securities from the Holder will be deemed a successor because of such purchase or transfer.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contract or lease, not under other, substantially unrelated agreements. This principle applies where distinct agreements are set out in the same document. And, of particular relevance here, it applies where distinct agreements are linked by a cross-default clause, providing for a loss of rights under one agreement if another agreement is breached. Thus, as noted in In re Convenience USA, Inc., No. 01-81478, 2002 WL 230772, at *2 (Bankr.M.D.N.C. Feb.12, 2002), assumption under § 365 is subject to a “well-established” cross-default rule: “[C]ross-default provisions do not integrate executory contracts or unexpired leases that otherwise are separate or severable.” United Air Lines, Inc. v. U.S. Bank Trust Nat’l Ass’n ng-Pittsburgh Steel Corp., 54 B.R. 772, 779 (Bankr.W.D.Pa.1985) (<HOLDING>), aff'd 67 B.R. 620 (W.D.Pa.1986); In re Options: A. recognizing that the employers principal production activity was the creation of insurance policies B. holding that crossdefault provisions in insurance policies were unenforceable because they would impermissibly restrict the debtors ability to assume some of the policies and reject others C. holding claims for negligent procurement of insurance accrued on date the insured purchased the insurance policies D. recognizing comity as a golden rule among nations that each must give the respect to the laws policies and interests of others that it would have others give to its own in the same or similar circumstances E. holding that subcontractors primary and excess insurance policies must pay first and before contractors own insurance

assistant: The best answer is B. holding that crossdefault provisions in insurance policies were unenforceable because they would impermissibly restrict the debtors ability to assume some of the policies and reject others
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: King Corp. v. Rudzewicz, 471 U.S. 462, 472-73, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985)). By contrast, "[g]eneral jurisdiction arises when a defendant maintains 'continuous and systematic’ contacts with the forum state” and permits the exercise of personal jurisdiction over a defendant “even when the cause of action has no relation to those contacts.” Id. (quoting Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414-16, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984)). Only specific jurisdiction over OMsignal is alleged to exist in this case, and on the record before the Court, it is apparent that OMsignal’s contacts with Georgia would not permit this Court to exercise general jurisdiction over OMsignal. 5 . See Toys "R" Us, Inc. v. Step Two, S.A., 318 F.3d 446, 452 (3d Cir.2003) (<HOLDING>); Revell v. Lidov, 317 F.3d 467, 471 (5th Options: A. recognizing a split of authority B. recognizing that takings cases are based on the proper exercise of statutory and regulatory authority C. holding that the affiants statement based upon his belief did not demonstrate the personal knowledge required by fedrcivp 56e D. holding that lay testimony as to the presence of asbestos in the workplace which was based upon personal knowledge of employees was properly admitted E. recognizing zippo as a seminal authority regarding personal jurisdiction based upon the operation of an internet web site

assistant: The best answer is E. recognizing zippo as a seminal authority regarding personal jurisdiction based upon the operation of an internet web site
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,100,000.00 in principal amount of the Debentures. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you hereby grant to supercell an irrevocable , perpetual , transferable , fully paid-up , royalty-free , worldwide license ( including the right to sublicense and assign to third party ) and right to copy , reproduce , fix , adapt , modify , create derivative works from , manufacture , commercialize , publish , distribute , sell , license , sublicense , transfer , lease , transmit , publicly display , publicly perform , or provide access to electronically , broadcast , communicate to the public by telecommunication , display , perform , enter into computer memory , and use and practice , in any way , your user content as well as all modified and derivative works thereof in connection with our provision of the service , including marketing and promotions of the service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by or on behalf of the Company if it is required to do so under Section and without limiting the obligation of the Company under Section 10.5 to do so), ratably according to their respective Commitments in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided , that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.

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 Executive's obligations set forth in this Section 5 , and the Company's rights and remedies with respect hereto, shall indefinitely survive the termination of this Agreement and the Executive's employment by the Company, regardless of the reason therefor.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: I share that concern. However, Wiley struck a balance between corporate freedom and the protection of workers, recognizing that arbitration was an important means of maintaining labor peace and that “employees who are in fact retained in ‘[t]he transition from one corporate organization to another’ ” need to be afforded protection “from sudden changes in the terms and conditions of their employment.” Howard Johnson, 417 U.S. at 264, 94 S.Ct. 2236 (quoting and describing Wiley). The implication of the majority opinion is that Wiley is virtually a dead letter confined to its specific facts, essentially overruled. But it is not within our power to emasculate Wiley — only the Supreme Court can do that. See State Oil Co. v. Khan, 522 U.S. 3, 20, 118 S.Ct. 275, 139 L.Ed.2d 199 (1997) (<HOLDING>) (internal quotation marks omitted). II. Options: A. holding that it is not our prerogative to overrule or ignore clearly written decisions of our supreme court B. holding that directly applicable supreme court decisions require this court to overrule its prior holdings C. holding that court of appeals erred in considering itself bound by fifth circuit precedents D. holding that the court of appeals was correct to apply a supreme court precedent despite the precedents infirmities and its increasingly wobbly motheaten foundations because it is this courts prerogative alone to overrule one of its precedents E. holding that the court of appeals erred in declining to apply supreme court precedent even though the reasoning of that precedent had been eroded by subsequent decisions

assistant: The best answer is D. holding that the court of appeals was correct to apply a supreme court precedent despite the precedents infirmities and its increasingly wobbly motheaten foundations because it is this courts prerogative alone to overrule one of its precedents
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: Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) of the final regulations under 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: The Bank may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by the Bank which are treated as deferred under a single plan under Treasury Regulations §1.409A-1(c)(2) are terminated and liquidated with respect to each Participant who experienced the Change in Control so that the Director and any participants in any such similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date the Bank takes the irrevocable action to terminate the arrangements.

assistant: Change In Control
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: these circumstances, requiring Robert to pay Nicole’s attorneys’ fees constituted an abuse of discretion. Gaudette v. Gaudette, 890 So.2d 1161 (Fla. 5th DCA 2004); see also Derrevere v. Derrevere, 924 So.2d 987 (Fla. 4th DCA 2006). Bridge-The-Gap Alimony Although we have found no abuse of discretion in the trial court’s award of permanent periodic alimony in this case, the trial court clearly expressed frustration during the proceeding with its lack of ability to consider a short-term alimony award to aid Nicole in making her transition to single life. Section 61.08, Florida Statutes, does not preclude such an award, and the other four district courts of appeal in Florida have expressly recognized bridge-the-gap alimony. See, e.g., Shea v. Shea, 572 So.2d 558, 560 (Fla. 1st DCA 1990) (<HOLDING>); Borchard v. Borchard, 730 So.2d 748, 753 Options: A. recognizing that family court may under special circumstances require a supporting spouse to secure an alimony obligation with a life insurance policy B. recognizing that even though a spouse is already employed or employable an award of rehabilitative alimony may also be justified as a bridgethegap measure to aid the recipient in making the transition from a married to a single state C. holding that an obligation is in the nature of alimony when it is intended to provide support for the spouse rather than an equalization of property rights D. holding that property transferred by a spouse to avoid support obligation may be considered on the issue of property distribution as well as alimony E. holding that an award of temporary or rehabilitative alimony may not be made unless the recipient spouse is not selfsupporting and citing hull v hull 83 mdapp 218 220221 574 a2d 20 1990

assistant: The best answer is B. recognizing that even though a spouse is already employed or employable an award of rehabilitative alimony may also be justified as a bridgethegap measure to aid the recipient in making the transition from a married to a single state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. If I have an existing Employee Proprietary Information and Inventions Agreement in place with the Company, then this Agreement supersedes and replaces that agreement effective as of the date this agreement is signed below, otherwise, this Agreement shall be effective as of the first day of my employment with the Company. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of 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 case excerpt and choose the best holding from the options. Case excerpt: that the lender seeks recovery from the borrower before the lender makes a claim against the insurance .... [T]he borrower does not have the right to void his debt simply because he is now dissatisfied with the lender’s collection efforts.”); Phillips v. Pennsylvania Higher Educ. Assistance Agency, 497 F.Supp. 712, 723 (W.D.Pa.1980), rev’d on other grounds, 657 F.2d 554 (3rd Cir.1981) (“It would be anomalous to hold that a provision enacted for the benefit of the federal government creates a private cause of action for defaulting students.”). Only the Eastern District of Michigan has analyzed, on the merits, a student debtor’s claim that the government has failed to exercise due diligence in its collection efforts. See United States v. Robbins, 819 F.Supp. 672, 679 (E.D.Mich.1993) (<HOLDING>); United States v. Rhodes, 788 F.Supp. 339, 343 Options: A. holding that unavailable evidence may constitute newly discovered evidence if the failure to learn of the evidence did not result from the defendants lack of due diligence B. holding that the injunction did not constitute a claim C. holding that sending only four letters to student as collection effort did not constitute lack of diligence D. holding that juveniles use of the f word in dispute with principal and another student over whether student had stolen her money did not constitute fighting words E. holding that plaintiffs letters do not constitute a cda claim in part because there was a complete lack of certification

assistant: The best answer is C. holding that sending only four letters to student as collection effort did not constitute lack of diligence
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: yet a third time under the discussion of ‘why.’ 934 S.W.2d at 457 (emphasis added). Finally, the court of appeals properly applied the Kraus factors and explained why the evidence supported the punitive damages award. Accordingly, we conclude that the court of appeals’ factual sufficiency review of the punitive damages award, despite the court’s occasional misleading language, was proper. IY. PUNITIVE DAMAGES AWARD-RECALCULATION Mobil also argues that the court of appeals erred by including, sua sponte, the estate’s actual damages in its punitive damages calculation, thereby adding $91,555.58 to the punitive damages award. We agree. A court of appeals cannot modify a judgment without a point of error asking it to do so. See Texas Nat’l Bank v. Karnes, 717 S.W.2d 901, 903 (Tex.1986)(<HOLDING>). Here, the jury charge asked the jury to Options: A. holding trial court had no authority to award attorneys fees when arbitrator had stated he would not award attorneys fees B. holding merely that the evidence was sufficient to support the award of attorneys fees C. holding trial court erred in awarding attorneys fees to physicians in absence of any evidence of attorneys fees D. holding that oncors request for the trial judge rather than the jury to determine the reasonableness of its attorneys fees and the failure to submit the question of attorneys fees to the jury resulted in a waiver of oncors claim for the recovery of attorneys fees E. holding that the court of appeals erred in modifying the judgment to include attorneys fees when the trial courts refusal to grant attorneys fees was not the subject of a point of error

assistant: The best answer is E. holding that the court of appeals erred in modifying the judgment to include attorneys fees when the trial courts refusal to grant attorneys fees was not the subject of a point of error
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: along plaintiffs surgical scar do not constitute a disability. 3. Asthma Defendant claims that while plaintiffs asthmatic condition may, on occasion, restrict his breathing, the impairment does not rise to the level of a “disability” under the ADA. The court agrees with defendant that plaintiffs frequent workouts do cast doubt on the severity of his breathing impairment. Athough plaintiff contends that heightened exertion “sets off’ his asthma, he testified that he regularly exercises and goes to the gym to use a treadmill. These activities appear to be inconsistent with one whose breathing is as substantially impaired as plaintiff contends his to be. See Heilweil v. Mount Sinai Hosp., 32 F.3d 718, 723 (2d Cir.1994), cert. denied, — U.S. -, 115 S.Ct. 1095, 130 L.Ed.2d 1063 (1995) (<HOLDING>). It is unknown, however, how intensely Options: A. holding that participation in recreational activities such as exercise tends to undermine a finding of disability based on diminishedbreathing capacity B. holding evidence of a 13 permanent partial disability insufficient to establish disability for purposes of ada C. holding that a physicians conservative medical treatment for a particular condition tends to negate a claim of disability D. holding that a state officer sued in his individual capacity may be held personally liable for damages under 42 usc 1983 based upon actions taken in his official capacity E. holding parent entitled to credit for any social security disability benefits paid to child as a result of parents disability

assistant: The best answer is A. holding that participation in recreational activities such as exercise tends to undermine a finding of disability based on diminishedbreathing capacity
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 (statutory) trade secret, they did no legal wrong”) (Illinois law). 11 . The court notes that, in boilerplate fashion, FS’s complaint alleges that AOS "accepted the benefit of [FS's] assistance under such circumstances that it would be inequitable for the defendant to retain the benefit without payment.” (Compl. ¶ 34). Such wholly conclusory allegations, without anything more, run afoul of the Federal Rules of Civil Procedure, which require that a pleading contain "a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2); see also Ashcroft v. Iqbal, -U.S.-, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555-57, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)) (emphasis added) (<HOLDING>). 12 . FS dismisses Abbott Laboratories as an Options: A. holding that a complaint must contain enough facts to state a claim to relief that is plausible on its face B. holding that complaint must plead factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged C. holding that a plaintiffs complaint must contain sufficient factual matter accepted as true to state a claim to relief that is plausible on its face that is factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged D. recognizing that to survive dismissal a complaint must contain sufficient factual matter accepted as true to state a claim to relief that is plausible on its face internal quotation marks omitted E. holding that a complaint must contain only enough facts to state a claim to relief that is plausible on its face

assistant: The best answer is C. holding that a plaintiffs complaint must contain sufficient factual matter accepted as true to state a claim to relief that is plausible on its face that is factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged
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: notwithstanding any agreement by linden lab to provide a discretionary pro-rata refund or credit in certain circumstances , you have no property , proprietary , intellectual property , ownership , economic , or monetary interest in your account , user content , usage subscriptions , virtual tender or other virtual goods and services , which remain the exclusive property of linden lab ( subject only to the limited license set forth in section 2 above , this agreement or any additional terms ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All covenants, agreements, representations and warranties made by the Obligors herein and in the other Loan Documents, and in the certificates or other instruments delivered in connection with or pursuant to this Agreement and the other Loan Documents, shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect so long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or the other Loan Documents is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Section 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, any assignment or participation pursuant to Section 9.04 (with respect to matters arising prior to such assignment or participation), the repayment of the Loans and the payment of any other obligations under this Agreement or any other Loan Document, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Officer agrees that her obligations under Sections 5, 6, 8 and 9 of this Agreement shall survive the termination of her employment or the Agreement Term, regardless of the reason for such termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contain a metes-and-bounds property description to be enforceable, but it must furnish the data to identify the property with reasonable certainty. Id., citing Morrow v. Shotwell, 477 S.W.2d 538, 539 (Tex.1972). Parol evidence may be used to clarify or explain the agreement, but not to supply the agreement’s essential terms. Id. For example, a court of appeals held that a contract for the sale of “my ranch of 2200 acres” satisfied the statute of frauds where extrinsic evidence showed that the grantor owned one ranch, which contained 2200 acres. Jones v. Smith, 231 S.W.2d 1003, 1004 (Tex.Civ.App.-Austin 1950, writ refd n.r.e.). However, a commission agreement for the sale or lease of an unidentified portion of a larger, identifiable tract is not sufficient. See Keller, 928 S.W.2d at 482 (<HOLDING>). Mr. Duncan argues that the May 1 letter Options: A. holding that abandonment requires that tenant vacate the leased premises 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 unenforceable a commission agreement that specified the address of the leased property but did not identify which 58333 square feet of the propertys total 100000 square feet were being leased D. holding under kansas law that a plumber who was injured while inspecting the leased premises in order to prepare an estimate for plumbing work had not entered the premises for the purpose for which they were leased and thus could not rely on the public use exception E. recognizing a landlords duty for injuries sustained on leased premises where the landlord is aware that the premises are leased with intent to admit the public

assistant: The best answer is C. holding unenforceable a commission agreement that specified the address of the leased property but did not identify which 58333 square feet of the propertys total 100000 square feet were being leased
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: By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2016-2 SUBI Certificate and the 2016-2 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

assistant: 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: Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Subsidiary of a Loan Party will have a fiscal year different from that of EAC, (c) agree to maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP, and (d) agree that they will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their and their Subsidiaries' sales, and (ii) maintain their billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent.

assistant: Financial Statements