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

user: Read the legal provision and list the applicable contract clause categories. Provision: The rights and obligations of this Agreement shall bind and inure to the benefit of the surviving entity in any merger or consolidation in which the Company or the Bank is a party, or any assignee of all or substantially all of the Company’s or the Bank’s business and properties. The Executive’s rights and obligations under this Agreement may not be assigned by him, except that his right to receive accrued but unpaid compensation, unreimbursed expenses and other rights, if any, provided under this Agreement, which survive termination of this Agreement shall pass after death to the personal representatives of his estate.

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: underlying assaultive conduct. Compare United States v. Briley, 770 F.3d 267, 274-75 (4th Cir.2014) (discussing circuit split and holding that assault is not a required element of a § 111(a) misdemeanor or felony conviction) and United States v. Williams, 602 F.3d 313, 316-18 (5th Cir.2010) (discussing Sixth .and Ninth Circuit split and holding that "a misdemeanor conviction under § 111(a)(1) doés not require underlying assaultive conduct”) and United States v. Gagnon, 553 F.3d 1021, 1026 (6th Cir.2009), with United States v. Davis, 690 F.3d 127, 135 (2d Cir.2012) (“[F]or a defendant to be guilty of the misdemeanor of resisting arrest under Section 111(a), he necessarily must have committed common law simple assault.”) and United States v. Chapman, 528 F.3d 1215, 1221 (9th Cir.2008) (<HOLDING>). The Fifth Circuit has not yet had occasion to Options: A. holding that convictions under 111 require at least some form of assault B. holding that the defendants instate conduct must form an important or at least material element of proof in the plaintiffs case C. holding that under 111 the defendants knowledge of the official status of the victim is generally irrelevant D. holding that all convictions under wisconsin sexual assault statute were not per se convictions for crimes of violence E. recognizing the constitutionality of at least some amount of political gerrymandering

assistant: The best answer is A. holding that convictions under 111 require at least some form of assault
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: Compl. Exhibit 27, p. 00800-5 (emphasis added)); 48 C.F.R. § 52.216-22 (1984). The government also states that the following contractual provision illustrates that its obligations were limited: The government reserves the right to undertake by government employees or others that same type of similar work as contracted herein, and to do so shall not be in violation of the terms of this contract nor construed as a termination in part or in total for the convenience of the government. Id. at 13 (quoting Compl. Exhibit 9 at 01010-4). It is true that in an indefinite-quantity contract, the government is obligated to order the stated minimum quantity. 48 C.F.R. § 16.504(a)(2). See also Willard, Sutherland & Co. v. United States, 262 U.S. 489, 492, 43 S.Ct. 592, 593, 67 L.Ed. 1086 (1923) (<HOLDING>). As the court in Mason v. United States, 222 Options: A. holding that mutuality of obligation is essential for contracts based on mutual promises and that a contract is unenforceable where a party is free to perform or not perform the contract B. holding that a contract without a minimum quantity term is unenforceable for lack of consideration and mutuality C. holding a cancellation clause that releases both parties from their obligations does not render contract void for lack of mutuality of obligation D. holding that when the indictment charges that a certain minimum quantity of drugs is involved in the offense proof of that quantity is a fourth element of the offense E. holding that a contract need not have mutuality of obligation as long as it is supported by consideration

assistant: The best answer is B. holding that a contract without a minimum quantity term is unenforceable for lack of consideration and mutuality
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: Your employment shall be at-will. Accordingly, you may terminate your employment with Kite at any time and for any reason whatsoever, without or without advance notice, simply by notifying Kite in writing. Similarly, Kite may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This at-will relationship cannot be changed except in a writing signed by the Company’s Chief Executive Officer and you. The employment terms contained in this Agreement supersede any other agreements and promises made to you by Kite or any representative on its behalf, whether oral, written or implied.

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 case excerpt and choose the best holding from the options. Case excerpt: himself, rather than any credible information given in the past. Both agents also testified that they told Judge Maxey that the residence mentioned in the underlying facts where drugs were brought into was a Lowndes County residence and that they told the judge of the raid on the Northington apartment and the documents discovered there that allegedly linked Logan and Northington in a conspiracy to distribute drugs. Opinion at 739. We, therefore, agree with the district court’s determination that the evidence in question satisfies Leon’s good-faith exception. B. The Alleged Violation of Stanley’s Right to Counsel Once an accused invokes his Fifth Amendment right to counsel, all interrogation must cease. See Minnick v. Mississippi, — U.S. -, 111 S.Ct. 486, 112 L.Ed.2d 489 (1990) (<HOLDING>); Miranda v. Arizona, 384 U.S. 436, 444-48, 86 Options: A. holding that there was a restraint of movement to the degree associated with formal arrest when juvenile went to stationhouse for interview but magistrate read defendant his mircmda warnings defendants grandmother was excluded from interview despite her request and defendant was alone in locked interrogation room with armed officer B. holding that videotaped interview between child and investigator was admissible C. holding that since petitioner made specific request for counsel before interview policeinitiated interview was impermissible D. holding that a videotaped interview between the child and an investigator was admissible E. holding suspect must unambiguously request counsel before applying rule established in edwards that police questioning must cease once suspect requests counsel during interview

assistant: The best answer is C. holding that since petitioner made specific request for counsel before interview policeinitiated interview was impermissible
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 Licensee nor Licensor shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that either Licensee or Licensor may assign its rights, in whole, without such consent, to (a) one of its wholly owned subsidiaries, or (b) subject to Article 4 , an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Licensee shall not sublicense the Premises or any part thereof, or permit the use of the Premises or any part thereof, by any persons other than Licensee and its employees, without the prior written consent of Licensor. Any purported assignment or sublicensing in violation of this Article shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder. No assignment (whether by operation of law), subletting or further licensing, even with the consent of Licensor, will relieve Licensee from liability for payment of the Base Annual Fees and the Additional Fees herein provided for or from the obligation to keep and be bound by all of the terms, conditions and covenants of this Agreement. Any transfer contrary to the provisions of this Article 7 shall be void.

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 Loan Party and each other party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 10.09 . Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated.

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: terminating employees for drug abuse. In light of these arguments, when we consider that on the one hand, Arriola proposes that additional testimony of chain of custody and testing personnel is a prerequisite to admitting the test results, and on the other the school board details the burden and expense of such testimony, without Arriola making a showing of the value of his proposal for additional live testimony, the balance tilts against his position. Indeed, while Arriola has a property interest at stake, his proposal for additional l13chain of custody testimony to satisfy the foundation requirement appears to exceed the standard for admissibility in criminal trials. See, e.g., United States v. Lott, 854 F.2d 244, 250 (7th Cir.1988); State v. Simon, 544 So.2d 610 (La.App. 3 Cir.1989)(<HOLDING>). Furthermore, Arriola’s argument that a Options: A. holding that a contract need not have mutuality of obligation as long as it is supported by consideration B. holding that the terms arbitration or arbitrate need not be used as long as binding review by a third party is clearly the intention of the parties C. holding that the trial courts classification of property will not be disturbed as long as there is competent evidence to support that determination D. holding that in criminal case a continuous chain of custody need not be proven as long as the evidence as a whole establishes that it is more probable than not that the object introduced is the same as that seized E. holding that where the court records in the present case and the records in a previous conviction reflected the same name and date of birth as well as a signature and the defendant did not object that he was not the same person as had been previously convicted the evidence was sufficient to support his conviction

assistant: The best answer is D. holding that in criminal case a continuous chain of custody need not be proven as long as the evidence as a whole establishes that it is more probable than not that the object introduced is the same as that seized
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: “procedural ruling[s] that cannot serve as the basis for a determination that [the plaintiff] prevailed.” See OCAW, 288 F.3d at 458. Accordingly, the plaintiff “did not obtain relief on the merits because it sought documents, not merely a search therefore.” Plaintiffs argument that the Court’s orders were the functional equivalent of those in Edmonds, because they resulted in the FBI producing hundreds of pages of documents, amounts to a pre-Buckhannon catalyst theory that “a plaintiff is a ‘prevailing party’ if he achieves the desired result because the lawsuit brought about a voluntary change in the defendant’s conduct.” However, the District of Columbia Circuit explicitly rejected this reasoning in OCAW, 288 F.3d at 457; see also Campaign v. FDA 448 F.Supp.2d 146, 150 (D.D.C.2006) (<HOLDING>). Here, while Plaintiff obtained some of the Options: A. holding the district courts revocation of defendants term of supervised release did not end the courts jurisdiction over defendants release B. holding that the fdas voluntary release of documents that may have been caused by the courts order to submit a revised vaughn index cannot constitute court ordered relief C. holding that under the restitution provision of the supervised release statute 18 usc 3583 restitution can be ordered only for losses caused by the specific conduct that is the basis for the offense of conviction D. holding that the cia complied with the requirements of eo 12958 where a declaration regarding a foia request stated that the declarant had rereviewed each of the documents described in the cias vaughn index during the current litigation process and determined that the relevant documents each contain information warranting their continued classification despite their age E. holding that further supervised release may be ordered as a sentence for violation of supervised release

assistant: The best answer is B. holding that the fdas voluntary release of documents that may have been caused by the courts order to submit a revised vaughn index cannot constitute court ordered relief
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: so, we cited the Turner decision. One could argue by citing the Turner decision, we implicitly recognized the doctrine of great public importance and waived the standing requirement for state legislators to file an action contesting an item veto. Regardless of whether we previously recognized the doctrine of great public importance, I agree with the majority that we can and should be able to waive the standing requirement under the doctrine. I contend the proper circumstances to apply the doctrine occur in the exceptional case where a citizen claims a branch of government violated a provision of the Iowa Constitution that presents a clear threat to the essential nature of state government as guaranteed by the constitution. See Sears v. Hull, 192 Ariz. 65, 961 P.2d 1013, 1019 (1998) (<HOLDING>); see also State ex rel. Coll v. Johnson, 128 Options: A. holding that such a threat would not supply exceptional circumstances B. holding that the exception is applied only in exceptional situations C. recognizing that this special circumstances exception is very narrowly limited and that only on rare occasions does a case present such circumstances D. holding the court should only apply the doctrine narrowly and only under exceptional circumstances E. holding in the absence of exceptional circumstances deference should be given to trial court

assistant: The best answer is D. holding the court should only apply the doctrine narrowly and only under exceptional circumstances
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: Nor is there any indication that Diatek intended to be bound by any particular offer prior to finalizing the contracts on September 14, 2001. Jon Wilson, who engaged in talks with potential distributors during the summer of 2001, characterized those talks as “preliminary discussion[s].” He summarized his message to the distributors as: “We have a new dialysis catheter. We are looking for distribution. It is going to be pretty much a standard deal.” The Federal Circuit has distinguished between language that suggests a legal offer — such as “I offer” or “I promise” — and language that merely suggests preliminary negotiations' — such as “I quote” or “are you interested.” Group One, 254 F.3d at 1048; see also Linear Tech. Corp. v. Mircrel, Inc., 275 F.3d 1040, 1050 (Fed.Cir. 2001) (<HOLDING>). Wilson’s characterization places his talks Options: A. holding that speaking to potential customers to determine an appropriate price does not constitute an offer for sale B. holding an unaccepted settlement offer or offer of judgment does not moot a plaintiffs case emphasis added C. recognizing that settlement discussions do not constitute an offer of judgment D. holding that a price quotation can amount to an offer creating the power of acceptance if it appears from the price quote that assent to the quote is all that is needed to ripen the offer into a contract E. holding that an offer to donate cannot be an offer to sell

assistant: The best answer is A. holding that speaking to potential customers to determine an appropriate price does not constitute an offer for sale
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: (case-by-case analysis required in undue influence cases because they are often proved by circumstantial evidence); Knowlton v. Schultz, 179 Ohio App. 3d 497, 508, 902 N.E.2d 548 (2008) (undue influence usually proved by circumstantial evidence); In re Estate of Johnson, 340 S.W.3d 769, 777 (Tex. App. 2011) (exertion of undue influence is subtle and usually involves extended course of dealings and circumstances; usually established by circumstantial evidence). That necessity of establishing undue influence through circumstantial evidence gave rise to the “suspicious circumstances doctrine” in a common-law claim of undue influence. See Feeney and Carmichael, Will Contests in Kansas, 64 J.K.B.A. 22, 27 (September 1995); see also In re Estate of Maddox, 60 S.W.3d 84, 88 (Tenn. App. 2001) (<HOLDING>). Over a century ago in this state, Sellards v. Options: A. holding that an inquiry into trip destination is permissible even in the absence of suspicious circumstances B. recognizing difficulty in proving conspiracy C. holding that inquiry notice exists where a reasonable investor of ordinary intelligence would have discovered the suspicious information and recognized it as suspicious D. recognizing that in most cases proving undue influence must be done circumstantially through the existence of suspicious circumstances E. recognizing the existence of the special relationship

assistant: The best answer is D. recognizing that in most cases proving undue influence must be done circumstantially through the existence of suspicious circumstances
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: finding on whether a party was diligent in ascertaining the federal habeas filing deadline is a finding of fact and, thus, will be r me-barred, rejecting Charest’s argument that his attorney’s delayed filing of a state post-conviction motion warranted equitable tolling of the AEDPA’s one-year limitations period. This appeal followed. The AEDPA’s one-year limitations period can be equitably tolled where a petitioner “untimely files because of extraordinary circumstances that are both beyond his control and unavoidable even with diligence.” Steed v. Head, 219 F.3d 1298, 1300 (11th Cir.2000) (quotation omitted). However, this remedy is extraordinary and is applied sparingly. Id. “Equitable tolling is limited to rare and exceptional circumstances, such as when the State’ 2 (11th Cir.1999) (<HOLDING>). Attorney negligence is especially inadequate Options: A. holding equitable tolling was not warranted where counsel misadvised client as to the deadline to file a habeas petition B. holding equitable tolling was not justified where attorney filed a habeas petition five days late because he sent it by ordinary mail C. holding that the petitioner was not entitled to equitable tolling where he filed his habeas petition more than two months late D. holding that petitioner was dili gent for equitable tolling purposes where petitioner filed state petition two months after conviction was final and filed federal petition seven days after discovering state had denied petition on the merits E. holding the timeliness provision in the habeas corpus statute is subject to equitable tolling

assistant: The best answer is B. holding equitable tolling was not justified where attorney filed a habeas petition five days late because he sent it by ordinary mail
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: omitted). We pause for further discussion of the absence of instruction on venue only because of occasional references in case law that “venue is an element of every offense.” United States v. Perez, 280 F.3d 318, 329 (3rd Cir.2002) (collecting cases). But cf. Maldonado-Rivera, 922 F.2d 934, 969 (2nd Cir.1990) (“venue however is not an element of the offense”). There is of course considerable support for the proposition that the failure to charge on an element of the offense is error. As the Supreme Court has stated, “[t]he Constitution gives a criminal defendant the right to have a jury determine, beyond a reasonable doubt, his guilt of every element- of the crime with which he is charged.” United States v. Gaudin, 515 U.S. 506, 522-23, 115 S.Ct. 2310, 2319-20, 132 L.Ed.2d 444 (1995) (<HOLDING>). That said, failure to instruct remains Options: A. holding that materiality necessary element of section 1001 B. holding that materiality does not require a showing that the creditors were prejudiced by the false statement C. holding that materiality is not an element of 1542 because any false statement is sufficient D. holding that materiality is an element of false statement prosecutions which must be submitted to the jury E. holding any fact that increases the mandatory minimum is an element that must be submitted to the jury

assistant: The best answer is D. holding that materiality is an element of false statement prosecutions which must be submitted to the jury
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: 3 . We have consistently held that the statutory ''[time] period provided for administrative appeals under [§ 51-111(b)] is jurisdictional, and failure to file within the period prescribed divests the agency of jurisdiction to hear the appeal.” Chatterjee v. Mid Atl. Reg'l Council of Carpenters, 946 A.2d 352, 354 (D.C.2008) (quoting Calhoun v. Wackenhut Servs., 904 A.2d 343, 345 (D.C.2006)). Savage-Bey argues that this holding has been called into question by doctrinal developments in recent Supreme Court decisions, including Henderson v. Shinseki, - U.S. -, 131 S.Ct. 1197, 179 L.Ed.2d 159 (2011) (clarifying the distinction between claims-processing rules and jurisdictional limits), and John R. Sand & Gravel Co. v. United States, 552 U.S. 130, 128 S.Ct. 750, 169 L.Ed.2d 591 (2008) (<HOLDING>). Because we conclude in any event that the Options: A. holding that the general equitable tolling doctrine is read into every statute of limitations B. holding that 242bc3as time bar is not jurisdictional and thus subject to equitable tolling C. holding title vii subject to equitable tolling D. recognizing that limitations periods fall into two categories claimsprocessing rules that are subject to equitable tolling and jurisdictional limits that cannot be extended for equitable reasons E. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling

assistant: The best answer is D. recognizing that limitations periods fall into two categories claimsprocessing rules that are subject to equitable tolling and jurisdictional limits that cannot be extended for equitable reasons
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: current in their monthly payments.” Id. If the Bankruptcy Court’s statement indicates a finding of fact that the debtors were not in default, such a conclusion is clearly erroneous. While the debtors had resumed paying monthly payments and had made up for the previous missed payments, the debtors remained in default as to their obligation under the Note and Security Agreement. When the debtors were late with their monthly installments, late charges accrued. These charges have not been paid by the debtors. Additionally, the Note and Security Agreement requi s determined that the three options set forth in Section 521(2) do not prevent the further alternative of retaining the property and remaining current on the debt.”) (emphasis added); In re Doss, 203 B.R. 57, 60 (Bankr.W.D.Va.1996) (<HOLDING>). Having concluded that Belanger is not Options: A. holding that bankruptcy court was not required to provide debtor with a hearing before dismissing debtors chapter 13 case where debtor received notice that his case was going to be dismissed if he missed another payment B. recognizing that belanger may be factually distinguished from case involving defaulting debtor C. recognizing that trial judges have an affirmative obligation to prevent factually unsupported claims and defenses from proceeding to trial D. holding debtor could include property because the bank accepted payments directly from the debtor and had previously allowed the debtor to cure default E. holding that differences in matters of succession distinguished legitimation from acknowledgment in the statute at issue

assistant: The best answer is B. recognizing that belanger may be factually distinguished from case involving defaulting debtor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the Parties fail to take any action required of them hereunder to consummate the transactions contemplated by this Agreement, subject to the terms and conditions of this Agreement. The Parties acknowledge and agree that the Parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, and such right shall be cumulative and in addition to any other remedy to which they are entitled under this Agreement.

assistant: Specific Performance
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: Pay its obligations in respect of all Tax liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where (i) the Borrower or a Subsidiary thereof has set aside on its books adequate reserves therefor in accordance with GAAP and, to the extent due and payable pursuant to a governmental assessment, the amount thereof is being contested in good faith by appropriate proceedings or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if we determine that you are violating the community guidelines or otherwise have breached the terms , we may take actions to address the issue , including , but not limited to , terminating your right to use the services , removing your user-generated content , taking legal action against you ( in which case you agree that we may recover reasonable costs and attorneys ' fees ) or disclosing information to law enforcement authorities .

assistant: Content removal, Unilateral termination
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 (i) in connection with a Change in Control the Stock Option, to the extent outstanding immediately prior to such Change in Control, is assumed or continued, or a new award is substituted for the Stock Option by the acquiror or survivor (or an affiliate of the acquiror or survivor) in accordance with the provisions of Section 7 of the Plan, and (ii) at any time within the 18-month period following the Change in Control, the Participant’s Employment is terminated by the Company (or its successor) without Cause, the Stock Option (or the award substituted for the Stock Option), to the extent then outstanding but not then vested, will automatically vest in full at the time of such termination.

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 legal provision and list the applicable contract clause categories. Provision: Notwithstanding the terms of any other agreement in effect between the parties, all disputes related to this Agreement or any RSUs granted hereunder shall be submitted to final and binding arbitration with the American Arbitration Association (“AAA”) pursuant to the AAA Employment Arbitration Rules and Mediation Procedures (“AAA Rules”) as amended from time to time. A copy of the AAA Rules is available to the Award Holder upon written request to the Company’s Director of Human Resources at One East Wacker Drive, Chicago, Illinois 60601 (or such other address as the Company may specify from time to time), or may be obtained online at: www.adr.org .

assistant: Arbitration
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 Second Amended Complaint also includes a cause of action for copyright infringement. Prior to trial that claim was voluntarily dismissed. 4 .The parties are in agreement that the common law claims are governed by New York law, as Defendants Belliard and Fell’s employment took place in New York, as did all of the events at issue in the case. 5 . Courts in this jurisdiction, typically in the context of settlement agreements or licensing agreements, have recognized that such agreements not to challenge the validity or enforceability of intellectual property "necessarily involve the public interest and have enforced such agreements only to the extent that enforcement does not result in a public injury.” Idaho Potato Comm’n v. M & M Produce Farm & Sales, 335 F.3d 130, 136 (2d Cir.2003) (<HOLDING>) (discussing cases following Lear, Inc. v. Options: A. holding defendants were precluded from challenging the validity of jury verdict forms for failure to have complained at trial B. holding that the continued use of licensed trademark after termination of franchise agreement constituted trademark infringement and breach of contract C. holding that the defendants reference to the plaintiffs trademark in the metatags of the defendants web page was a violation of trademark law D. holding that licensee was not a registrant exclusive licensee or assignee of trademark but still had standing to assert false designation claim under 15 usc 1125a E. holding that licensee was not estopped from challenging the validity of a trademark

assistant: The best answer is E. holding that licensee was not estopped from challenging the validity of a trademark
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, which shall inure to the benefit of and shall be binding upon, the respective successors and permitted assigns of each Loan Party, Agent and Lenders, shall become effective on the Closing Date and shall continue in full force and effect until February 28, 2021 (the “ Term ”) unless sooner terminated as herein provided; provided , however , that , Borrower shall have the option to extend the Term until February 28, 2022, any such extension to be subject to Agent’s prior written consent in its sole discretion. Borrower may terminate this Agreement at any time upon ninety (90) days’ prior written notice upon payment in full of the Obligations. In the event the Obligations are prepaid in full prior to the last day of the Term (the date of such prepayment hereinafter referred to as the “ Early Termination Date ”), Borrower shall pay to Agent, for the ratable benefit of the Lenders, an early termination fee (the “ Early Termination Fee ”), for the loss of its bargain (and not as a penalty) in an amount equal to (i) two percent (2%) of the Maximum Revolving Amount, if the Early Termination Date occurs during the first Loan Year, (ii) one percent (1%) of the Maximum Revolving Amount if the Early Termination Date occurs during the second Loan Year and (iii) one half of one percent (0.50%) of the Maximum Revolving Amount if the Early Termination Date occurs during the third Loan Year but to and including the date immediately preceding the end of the sixth month of the third Loan Year.

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 case excerpt and choose the best holding from the options. Case excerpt: in seeing to it that abortion, like any other medical procedure, is performed under circumstances that insure maximum safety for the patient. This interest obviously extends at least to the performing physician and his staff, to the facilities involved, to the availability of aftercare, and to adequate provi sion for any complication or emergency that might arise. Id. at 150, 93 S.Ct. 705 (emphasis added). Further, Hiedeman notes that Roe held that “[t]he State may define the term ‘physician’ ... to mean only a physician currently licensed by the State, and may proscribe any abortion by a person who is not a physician as so defined.” Id. at 165, 93 S.Ct. 705. Hiedeman further argues that Casey did not disturb this long-standing Supreme Court precedent. 505 U.S. at 856, 112 S.Ct. 2791(<HOLDING>). Hiedeman’s attempt to equate these Supreme Options: A. holding that towns franchise regulations violated section 253a because the regulations provided the town with unbounded discretion to pick and choose between providers B. holding preenforcement challenge to registration requirements for abortion providers justiciable where the regulations provided for the closing of any abortion service that would be in violation of any of the board of healths regulations and where the defendants had the power to deny authorization to those seeking to operate an abortion facility as well as the power to order the closing of any facility that it deems not in compliance with its regulations C. holding that as the court has made clear in several recent decisions a claim that the application of government regulations effects a taking of a property interest is not ripe until the government entity charged with implementing the regulations has reached a final decision regarding the application of the regulations to the property at issue D. recognizing that the pregnant womans ability to assert her own rights is beset with obstacles including her desire to protect her privacy E. recognizing the right of the woman to choose to have an abortion before viability and to obtain it without interference from the state but noting that all abortion regulations interfere to some degree with a womans ability to decide whether to terminate her pregnancy thus the constitutionally critical concern is whether the regulations in a real sense deprive women of the ultimate decision

assistant: The best answer is E. recognizing the right of the woman to choose to have an abortion before viability and to obtain it without interference from the state but noting that all abortion regulations interfere to some degree with a womans ability to decide whether to terminate her pregnancy thus the constitutionally critical concern is whether the regulations in a real sense deprive women of the ultimate decision
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: “ByLine” products, are-invalid and, therefore, in advertising these products as being available “exclusively” at its retail stores, the Plaintiff has merely exercised its right to market the exclusive availability of these specific products, for which it holds the legal entitlement to sell as so trademarked. As a result, the attestations, which are contained in the Condon Affidavit, merely evince a consumer’s reaction to a lawful marketing practice, and not some reaction to illegal and misleading advertising. Moreover, we agree with the Plaintiff that its representations concerning the “exclusive” availability of these products are, at their worst, exaggerated and overgeneralized puffery. See, e.g., Gordon & Breach Science Publishers S.A. v. American Institute of Physics, supra at 182 (<HOLDING>); Data Cash Systems Inc. v. Js & a Group, Inc., Options: A. holding that statements proclaiming the most costeffective prices and subscription prices as low as possible were puffery B. holding that statements made in the course of negotiation were not contracts and such statements were merged into the final written agreement C. holding statements of product superiority and that product was industry approved were puffery D. holding statement that product was americas favorite pasta was puffery E. holding that statements that 1992 will produce excellent results for adage and adage is on target toward achieving the most profitable year in its history were predictions as to future events not statements as to present facts let alone guarantees and were therefore immaterial as a matter of law

assistant: The best answer is A. holding that statements proclaiming the most costeffective prices and subscription prices as low as possible were puffery
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS NOTE AND THE OTHER LOAN DOCUMENTS CONTAIN THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

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, together with the Plan, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter.

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: be set aside only when liability is truly joint — that is, when the theory of recovery requires that all defendants be found liable if any one of them is liable — and when the relief sought can only be effective if judgment is granted against all.”). Cole v. Erwin, _ N.C. App. _, 729 S.E.2d 128, 2012 WL 2895265, *6 (2012) (unpublished opinion). The United States Bankruptcy Court from the Middle District of North Carolina has embraced applying the Frow principle when allowing default judgment against one defendant would be logically inconsistent with the outcome for similarly sit uated non-defaulting defendants. In re Moss, 03-12672C-7G, 04-2004, 2005 WL 1288134 (Bankr. M.D.N.C. May 16, 2005) (‘‘Gulf Coast Fans, Inc. v. Midwest Elecs. Imps., Inc., 740 F.2d 1499, 1512 (11th Cir.1984) (<HOLDING>). Cf. Westinghouse Elec. Corp. v. Rio Algom Options: A. holding that the issue of defendants actual knowledge should not be resolved on summary judgment but should be left to the trier of fact B. holding that the notice of appeal filed after the district court entered judgment as to one defendant but before the court dismissed the claims against the other defendants would have become effective when those defendants were later dismissed C. holding that a dismissal on limitations grounds is a judgment on the merits D. holding that the principle that when defendants are similarly situated but not jointly liable judgment should not be entered against a defaulting defendant if the other defendant prevails on the merits is sound policy E. holding that summary judgment should not be granted when depositions are pending unless protective order is sought or entered

assistant: The best answer is D. holding that the principle that when defendants are similarly situated but not jointly liable judgment should not be entered against a defaulting defendant if the other defendant prevails on the merits is sound policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members, and their respective heirs, legatees, legal representatives, and permitted successors, transferees, and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid, but if any provision or term of this Agreement is held invalid, then such provision or term will be ineffective only to the extent of such invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or terms or the remaining provisions or terms of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

assistant: Publicity