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: Unless otherwise specified in this Agreement, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement will be in writing. Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, three days after deposit in the mail and (ii) in the case of (a) a facsimile, when receipt is confirmed by telephone or by reply e-mail or reply facsimile from the recipient, (b) an e-mail, when receipt is confirmed by telephone or by reply e‑mail from the recipient and (c) an electronic posting to a password-protected website, upon printed confirmation of the recipient’s access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (ii)(b) through (ii)(c) above. Unless otherwise specified in this Agreement, any such notice, request, demand, consent or other communication will be delivered or addressed, in the case of (i) the Depositor, at 36455 Corporate Drive, Farmington Hills, Michigan 48331, Attention: Michelle D. Spreitzer (e-mail: michelle.d.spreitzer@daimler.com, telecopier: (817) 224-3587), (ii) the Seller, at 36455 Corporate Drive, Farmington Hills, Michigan 48331, Attention: Steven C. Poling (e-mail: steven.c.poling@daimler.com, telecopier: (817) 224-3587), (iii) the Servicer, at 36455 Corporate Drive, Farmington Hills, Michigan 48331, Attention: Steven C. Poling (e-mail: steven.c.poling@daimler.com, telecopier: (817) 224-3587), (iv) the Issuer or the Owner Trustee, at the Corporate Trust Office, (e-mail: cmay@wilmingtontrust.com, telecopier: (302) 636-4140), (v) the Indenture Trustee, at the Corporate Trust Office (e-mail: melissa.rosal@usbank.com telecopier: (312) 332-7996), (vi) to each Rating Agency, as applicable, in the case of (a) Standard & Poor’s, at S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, 55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department (e‑mail: Servicer_reports@sandp.com) and (b) Fitch, at Fitch Ratings, 33 Whitehall Street, New York 10004, Attention: ABS Surveillance (email: surveillance-abs-auto@fitchratings.com), (vii) the Asset Representations Reviewer, at Clayton Fixed Income Services LLC, 1700 Lincoln Street, Suite 2600, Denver, Colorado 80203, Attention: SVP, Surveillance (e‑mail: jharrison@clayton.com ) and (vii) as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that his employment with the Company will continue to remain “at‑will.” All other terms and provisions of the Employment Agreement not expressly modified hereby shall remain in full force and effect. This Amendment shall take effect as of the date hereof. This Amendment shall be binding upon and inure to the benefit of all of the parties to the Employment Agreement, their successors and assigns, heirs, devisees, legates and personal representatives. All other terms and provisions of the Employment Agreement not expressly modified by this Amendment shall remain in full force and effect. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which shall be deemed collectively to be one agreement. This Amendment shall be governed by and construed in accordance with the Commonwealth of Massachusetts applicable to contracts made and to be performed therein, without giving effect to the principles thereof relating to the conflict of laws.

assistant: Miscellaneous
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: Hawai'i at 119-21, 34 P.3d at 1018-20 (explaining that “interrogation” includes any words or conduct “that the officer knows or reasonably should know is likely to elicit an incriminating response”). In order to determine whether a statement constitutes interrogation, the court must objectively assess the totality of the circumstances, including “the conduct of the police, the nature of the questions asked, and any other relevant circumstances[,]” such that the ultimate question becomes “whether the officer should have known that his or her words or actions were reasonably likely to elicit an incriminating response” from the defendant. Id. at 119, 34 P.3d at 1018 (citation, internal quotation marks, and brackets omitted). See State v. Ikaika, 67 Haw. 563, 567, 698 P.2d 281, 284 (1985) (<HOLDING>). A defendant may open the door to the Options: A. holding that a defendants response to a question about his address was not protected by miranda notwithstanding the fact that pohce made use of the statement because it was not intended to elicit incriminating statements B. holding that an interrogation occurs when there is express questioning or any words or actions on the part of the police other than those normally attendant to arrest and custody that the police should know are reasonably likely to elicit an incriminating response from the suspect C. recognizing routine booking question exception observing that the underlying rationale for the exception is that routine booking questions do not constitute interrogation because they do not normally elicit incriminating responses and holding that where questions regarding normally routine biographical information are designed to elicit incriminating information the questioning constitutes interrogation subject to the strictures of miranda citations omitted D. holding that examining defendants luggage for contraband in front of her was not the type of activity that was likely to elicit an incriminating response citation omitted E. holding that defendants inculpatory statements were not the product of interrogation where a detective could not have known his words would elicit an incriminating response

assistant: The best answer is E. holding that defendants inculpatory statements were not the product of interrogation where a detective could not have known his words would elicit an incriminating response
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Further, ___________________ , agrees not to use, either directly or indirectly any of the material, ideas, objects or portions thereof of said trade secret or property disclosed by Navidec, Incorporated in any manner whatsoever without the prior written consent of Navidec, Incorporated.

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

user: The Recipient Party may disclose Confidential Information to the extent required: (a) by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body; (b) by the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Recipient Party is bound to comply; or (c) by applicable laws or regulations, provided that before it discloses any Confidential Information the Recipient Party will, to the extent permitted by applicable law and regulation, inform the Disclosing Party of the full circumstances and the information required to be disclosed, consult with the Disclosing Party as to possible steps to avoid or limit disclosure, take such of those steps as the Disclosing Party may reasonably require and, where the disclosure is to be by way of a public announcement, make reasonable efforts to agree the wording of the announcement with the Disclosing Party in advance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings of the sections of this Agreement are inserted for convenience only; they do not constitute part of this Agreement or affect the meaning thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as appropriate.

assistant: Headings
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 Committee shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Participant has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Committee in its sole discretion. The Committee shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an "executive officer" of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: applies to receivers appointed by state courts, and the Court determines that it does not. Section 959(a) does not permit maintenance of this action against Lighthouse because Lighthouse was appointed by a state court, (emphasis added). Following Republic Bank, other courts have similarly held that section 959(a) applies only to receivers appointed by federal courts, not state courts. See Freeman v. Cty. of Orange, 2014 WL 12668679 (C.D. Cal. 2014) (concluding that 28 U.S.C. § 959(a) “has no application to a receiver appointed by a state court,” and therefore, the Bartondoctrine was applicable to the plaintiffs claims); In re Jefferson County, Alabama, 484 B.R. 427, 456-458 (Bankr. N.D. Ala. 2012); Republic Bank of Chi. v. Lighthouse Mgmt. Grp., Inc., 829 F.Supp.2d 766 (D. Minn. 2010) (<HOLDING>). Based bn the above cited cases, we conclude Options: A. holding that section 959a only applies to receivers appointed by federal courts not state courts B. holding federal courts are bound by state court determinations of state law C. recognizing that decisions of lower federal courts interpreting federal law are not binding on state courts D. holding that a federal courts dismissal of state claims without prejudice is not res judicata as to adjudication in either state or federal courts E. holding that state courts in construing and interpreting state law are not bound by the decisions of federal courts

assistant: The best answer is A. holding that section 959a only applies to receivers appointed by federal courts not state courts
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 County filed a petition with the Bureau of Workers’ Compensation (“Bureau”) in which’ it sought reimbursement from the Section 443 Fund of the workers’ compensation benefits and the unreasonable contest attorney’s fees it paid as a result of the WCAB’s erroneous collateral estoppel determination. See Section 443 of the Workers’ Compensation Act, 77 P.S. § 999 (providing for reimbursement of compensation paid following a' denial of supersedeas where it is ultimately determined that compensation was not, in fact, payable). . As the County accurately observed in its supersedeas request before the Commonwealth Court, however, the Section 443 Fund provides for reimbursement of compensation benefits only. See Universal AM-CAN, Ltd. v. WCAB (Minteer), 870 A.2d. 961 (Pa. Cmwlth. 2005) (<HOLDING>). Accordingly, while the Bureau granted the . Options: A. holding that appellate court should reverse and remand issue of attorneys fees where damages are reduced on appeal in a manner that could affect the determination of reasonable and necessary attorneys fees B. holding that attorneys fees could not be reimbursed from the section 443 fund C. holding trial court erred in awarding attorneys fees to physicians in absence of any evidence of attorneys fees D. holding liability could not be transferred to the fund where the certificate of insurance was not signed E. holding that attorneys fee award in a common fund case must be reasonable under the circumstances

assistant: The best answer is B. holding that attorneys fees could not be reimbursed from the section 443 fund
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of but one nondiverse party divests the district court of original jurisdiction over the entire action.” In re Olympic Mills Corp., 477 F.3d 1, 6 (1st Cir.2007) (citing Strawbridge v. Curtiss, 7 U.S. (3 Cranch) 267, 267, 2 L.Ed. 435 (1806)). Generally, jurisdiction is determined at the time the lawsuit is filed. The U.S. Supreme Court has stated that “if jurisdic tion exists at the time any action is commenced, such jurisdiction may not be divested by subsequent events.” Freeport-McMoRan, Inc. v. KN Energy, Inc., 498 U.S. 426, 428, 111 S.Ct. 858, 112 L.Ed.2d 951 (1991). There are exceptions, however: the postfiling introduction of a nondiverse party may, in certain circumstances, defeat diversity jurisdiction. See, e.g., Brown v. Pac. Life Ins. Co., 462 F.3d 384, 394 (5th Cir.2006) (<HOLDING>); Lawyers Title Ins. Corp. v. Prestige Title, Options: A. holding that a postfiling nondiverse party under rule 19a may destroy subjectmatter jurisdiction if the party is deemed indispensable B. holding that personal jurisdiction over a party is proper if the party has sufficient minimum contacts with the forum C. recognizing that the burden is on a party making a rule 12b7 motion to establish that missing parties are necessary or indispensable to the action D. holding father waived claim that alleged de facto custodian should have been named as party in child support proceeding by failing to move to join party or to dismiss for lack of an indispensable party E. holding that the party prevailing on the significant issues in the litigation is the party that should be considered the prevailing party for attorneys fees

assistant: The best answer is A. holding that a postfiling nondiverse party under rule 19a may destroy subjectmatter jurisdiction if the party is deemed indispensable
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: there is nothing in the record showing whether the Debtors are in default under the terms of the Note and Deed of Trust. As such, the findings of the Bankruptcy Court are insufficient to support its order allowing the sale. Therefore, the Order allowing the sale must be reversed and this matter remanded for further proceedings consistent with this decision. B. The IRA The Debtors also appeal the Bankruptcy Court’s Order denying the Debtors’ Motion to Amend because it found that the Debtors acted in bad faith and prejudiced the Trustee. Even if this Court would not have necessarily reached the same findings as the Bankruptcy Court, it cannot hold those findings were clearly erroneous. See Anderson v. City of Bessemer City, 470 U.S. 564, 573-574, 105 S.Ct. 1504, 84 L.Ed.2d 518 (1985) (<HOLDING>). Debtors may amend their petition, list, Options: A. holding that the trial courts factual findings related to alimony will be upheld on appeal if supported by any evidence B. holding that alleged prosecutorial misconduct must be evaluated in light of the prosecutors argument and the entire record and if a review of the record convinces the court that the jury would have convicted defendant even if it were not exposed to the alleged improper prosecutorial comments then no actual prejudice occurred C. holding that a lower courts findings must be upheld if found to be plausible in light of the entire record even though the reviewing court would have weighed the evidence differently if it sat as the trier of fact D. holding that a district courts factfindings must be upheld if plausible in light of the entire record E. holding that if a trial court reaches the right result but for the wrong reasons it will be upheld if there is any basis which would support the judgment in the record

assistant: The best answer is C. holding that a lower courts findings must be upheld if found to be plausible in light of the entire record even though the reviewing court would have weighed the evidence differently if it sat as the trier of fact
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 factor of “family and community ties” discussed under U.S.S.G. § 5H1.6. Thus, to the extent that cultural assimilation denotes family and community ties, we hold that the district court has the authority to depart on this basis in extraordinary circumstances. Under U.S.S.G. § 5H1.6, “[family ties and responsibilities and community ties are not ordinarily relevant in determining whether a sentence should be outside the applicable guideline range.” U.S.S.G. § 5H1.6. But under U.S.S.G § 5K2.0, such circumstances may be relevant if “present to an unusual degree” such that the case is distinguished “from the ‘heartland’ eases ... in a way that is important to the statutory purposes of sentencing.” U.S.S.G. § 5K2.0; see also United States v. Mondello, 927 F.2d 1463, 1470 (9th Cir.1991) (<HOLDING>). Whether a defendant’s family and community Options: A. holding that a court may rely on factors listed in ussg 5h116 to justify a departure in extraordinary circumstances B. holding that appellate court in affirming trial courts decision may rely in part on a ground not presented to trial court C. recognizing that a court may rely on matters of which a court may take judicial notice D. holding that a plaintiff may not rely on an unadorned stream of commerce theory to justify the assertion of personal jurisdiction over defendants E. holding that district courts may consider extraordinary acceptance of responsibility in weighing statutory factors

assistant: The best answer is A. holding that a court may rely on factors listed in ussg 5h116 to justify a departure in extraordinary 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 legal provision and list the applicable contract clause categories. Provision: Employee shall be entitled to participate in such vacation, life insurance, medical, dental, pension, supplemental disability, retirement plans and other programs as may be approved and amended from time to time by Employer for the benefit of its employees, subject to Employee’s satisfaction of the eligibility terms and conditions of such programs.

assistant: Benefits
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: It is a company or corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including, without limitation, in the case of JT, the right to assign the Assigned Assets, and in the case both Parties, to grant the licenses granted hereunder.

assistant: Powers
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 Individual Mortgage Borrower is duly qualified and in good standing in the state where its applicable Individual Property is located. In addition, Borrower and each other Borrower Party is duly qualified and in good standing in each state where necessary to carry on its present business and operations.

assistant: Qualifications
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 Master Agreement, together with all other agreements specifically contemplated thereunder, constitute the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements (except the Master Agreement and all other agreements specifically contemplated thereunder), understandings, letters of intent and proposals, in each case with respect to the transaction contemplated herein, are hereby superseded and rendered null and void and of no further force and effect. Neither this Agreement nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

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: Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel, the Vice President of Human Resources, or any other administrative agent designated by the Committee. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any contrary provision herein, if the Executive terminates employment voluntarily (which shall not include resignation with Good Reason) before attaining age fifty-nine (59) and becoming Vested, the Company shall have no obligation to pay, and the Executive shall have no right to receive, any retirement benefit under this Agreement whatsoever. In the event of the Executive’s involuntary termination of employment (other than for Cause) or resignation with Good Reason at any time, the benefit payable to the Executive shall be determined as set forth in Section 3.1, and payments shall commence at age fifty-nine (59) (and the Executive shall be deemed Vested, though payments shall remain subject to the Years of Service Reduction). For purposes of this provision, the date utilized for the Years of Service Reduction shall be the date of the Executive’s termination, and the age utilized for the Early Retirement Reduction shall be Executive’s Retirement Date. In the event of the Executive’s death prior to the commencement of benefit payments under this provision, the Executive’s Surviving Spouse shall be entitled to receive benefit payments in accordance with the provisions and limitations of Section 3.2.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In exchange for Stockholder’s agreement to cancel and terminate the Cancelled Shares as set forth in Section 1.1 hereof and the release of claims as set forth in Section 1.4 hereof, the Company hereby agrees to pay Stockholder an amount equal to four million United States dollars ($4,000,000) (the “ Cancellation Price ”), subject to withholding for applicable taxes. Payment will be made no later than ninety (90) days from the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive hereby represents and agrees that the services to be performed under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. The Executive therefore expressly agrees that the Bank and the Company, in addition to any other rights or remedies that the Bank and the Company may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by the Executive.

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: (a) Each of the Lender Parties hereby irrevocably appoints JPMCB to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, and the Lender Parties, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

assistant: Authority
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 Borrower shall notify the Administrative Agent in writing of any optional prepayment hereunder, not later than 12:00 noon, New York City time, three Business Days before the date of such optional prepayment. Each such notice shall be irrevocable and shall specify the optional prepayment date, the principal amount of the Loan to be prepaid, accrued interest due under Section 2.10 and other amounts to be paid in connection therewith. Promptly following receipt of any such notice relating to a Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments shall be made as provided in Section 2.11 and shall include any amounts due under Section 2.10 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Agreement shall commence on the Effective Date and remain in effect until, unless terminated earlier under the provisions of this Agreement, the later of (a) the expiration date of the last to expire of patents within the Assigned Patent Rights and (b) the expiration of all of each Party’s payment obligations to the other Party pursuant to this Agreement (such time period, the “ Term ”). Notwithstanding anything herein to the contrary, the obligations of each Party under Section 2.1.2 , Simioni’s obligations to conduct a technology transfer of Licensed Know-How to uniQure pursuant to Section 2.3 , uniQure’s obligations under Section 2.5 and any obligation to make payments under Article III shall not become effective until the University Acknowledgment Date.

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: the hearing held by this Court to consider Plaintiffs motion for new or additional security, the Court was of the opinion that it lacked in rem jurisdiction in this matter. The parties disagreed, but were unable to provide authority or otherwise persuade this Court that it possessed such jurisdiction. In light of further research, however, it is now apparent that this Court does have in rem jurisdiction in this matter, and that it must consider Plaintiffs motion under Rule E(6). It is well established that “[ajttachment subjecting the res to the jurisdiction of the court is a prerequisite to a finding of in rem liability.” Dow Chem. Co., v. Barge UM-23B, 424 F.2d 807, 311 (5th Cir.1970); see also Cactus Pipe & Supply Co. v. M/V Montmartre, 756 F.2d 1103, 1107 (5th Cir.1985) (Brown, J.) (<HOLDING>). Once a vessel is arrested in rem, security Options: A. holding that a court had the power pursuant to 105a to compel a defendant to deliver her property which was the subject of a bankruptcy proceeding from outside the courts territorial jurisdiction B. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state C. holding that a district courts power to exercise jurisdiction over a vessel depends upon the arrest of the vessel within the courts territorial jurisdiction D. holding that whether a vessel is subject to jurisdiction under section 955a is a question of fact E. holding that district courts do not have appellate jurisdiction over state courts

assistant: The best answer is C. holding that a district courts power to exercise jurisdiction over a vessel depends upon the arrest of the vessel within the courts territorial jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: From the Closing Date until the expiration or termination of each of the Transition Services, each of the Parties agrees to use its reasonable good faith efforts to work together so that the provision of Transition Services may be transitioned to Buyer or Sellers as soon as is reasonably practicable. Buyer and Sellers shall cooperate with each other in all reasonable respects in the performance by Buyer or Sellers, as applicable, of the Transition Services.

assistant: Cooperation
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 would not have a Material Adverse Effect, the Company is and at all times has been in material compliance with all Laws. The Company has not received any notice that it is in violation of, has violated, or is under investigation with respect to, or has been threatened to be charged with, any violation of any Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Borrower, each other Loan Party, the Parent and each other Subsidiary has good, marketable and legal title to, or a valid leasehold interest in, its respective assets, including all intellectual property, subject to Permitted Liens. As of the Agreement Date, there are no Liens against any assets of the Borrower, any other Loan Party, the Parent or any other Subsidiary except for Permitted Liens.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3(p) , there are no transactions between the Company or any Subsidiaries, on the one hand, and Affiliates of the Company or any Subsidiaries, on the other hand.

assistant: Transactions With Affiliates
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: 10.3 you acknowledge and agree that youtube is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources , or as a result of any reliance placed by you on the completeness , accuracy or existence of any advertising , products or other materials on , or available from , such web sites or resources .

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: Termination of the Executive's employment whether voluntary or involuntary, whether with or without Cause, shall not relieve the Company and/or its successor (s) from their obligations hereunder. All of Sections 5 and 6 and shall survive the termination of this Agreement and shall not relieve the Company and/or successor from their obligations under these Sections.

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: 2. All Confidential Information disclosed to the Recipient will be used solely for the Business Purpose and for no other purpose whatsoever. Pitch Deck Fire agrees that if a Participant delivers to Pitch Deck Fire any information or data marked or identified as confidential or proprietary ("confidential information"), then Pitch Deck Fire shall not, except as otherwise permitted or instructed by the applicable Participant in writing (a) disclose or otherwise make available the confidential information to any third party except to the extent otherwise expressly permitted by this Agreement,

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including without limitation each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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: To accept this Agreement, the Executive must return a signed, unmodified original or PDF copy of this Agreement so that it is received by the undersigned on or before March 4, 2019. This Agreement shall become effective upon Execution by both parties (the “Effective Date”). For the avoidance of doubt, if the Executive does not enter into this Agreement, then the Executive’s employment will end on a date to be determined by the Company, and the Company shall provide the Executive with documentation at that time that will replace this Agreement.

assistant: Effective Dates
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 Guarantee may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery by telecopier or other electronic transmission (including a .pdf e-mail transmission) of an executed counterpart of a signature page to this Guarantee shall be effective as delivery of an original executed counterpart of this Guarantee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations between the parties except to the extent that a matter is specifically addressed by any employment, severance, or change-in-control agreement between Intrepid and Grantee (an “ Applicable Severance Agreement ”), in which instance the relevant terms of the Applicable Severance Agreement will govern.

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: The representations and warranties contained herein shall survive until the expiration of the first anniversary following the Closing. The agreements and covenants contained herein shall survive the Closing and the delivery of the New Note until the expiration of the applicable statute of limitations (if any) 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: and, in addition, show that a writing is “sufficient against the sender.” We proceed to examine the context of the statute. ORS 71.1020 provides in part: “(1) The Uniform Commercial Code shall be liberally-construed and applied to promote its underlying purposes and policies. “(2) Underlying purposes and policies of the Uniform Commercial Code are: “(a) To simplify, clarify and modernize the law governing commercial transactions; “(b) To permit the continued expansion of commercial practices through custom, usage and agreement of the parties; “(c) To make uniform the law among the various jurisdictions.” In examining the context of the statute, we also look to the decisions of other jurisdictions that have considered the merchant’s exception. See Security Bank, 304 Or at 445 n 6 (<HOLDING>). The cases cited by the parties, however, do Options: A. recognizing that decisions of lower federal courts interpreting federal law are not binding on state courts B. recognizing that decisions of other courts that have examined these questions are relevant C. holding that subject matter questions may be but are not necessarily decided before questions of personal jurisdiction D. holding that questions of procedure are for the arbitrator not the courts E. holding that state courts in construing and interpreting state law are not bound by the decisions of federal courts

assistant: The best answer is B. recognizing that decisions of other courts that have examined these questions are relevant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it to the Camden Clerk’s Office for filing, in violation of the Rules of Court and Federal Rules of Civil Procedure. (Docket Entry 4 at 2-3). 17 .The attachment to Plaintiff's complaint lists several letters sent via Certified Mail that he claims are evidence of mail tampering because he did not receive a response. (Docket Entry 4 at 9). The United States Post Office’s tracking service, available at https:/! tools.usps.com/go/TrackConfirmActionJinput, indicates all of the letters were delivered. 18 . The Court takes notice of the fact that it previously appointed counsel to represent Plaintiff in Owens v. Volunteers of America Dela. Valley Promise, No. 08-4612 (JBS-AMD), Mem. Op. and Order of 7/30/2012; Docket Entries 74 and 75, pursuant to Powell v. Symons, 680 F.3d 301 (3d Cir.2012) (<HOLDING>). The Court finds counsel is appropriate in Options: A. holding district court had sua sponte responsibility to duty to inquire into the competency of an unrepresented party in certain circumstances B. holding in a case considering whether the trial court should have conducted a competency hearing sua sponte that an appellate court may only consider those facts which were before the court when the trial commenced C. holding that the district court had no right to apply the statute of limitations sua sponte because it had been waived D. holding that a defendants refusal to wear civilian clothes or sit in the courtroom did not give rise to a sua sponte duty to order a competency hearing E. holding that even where subjectmatter jurisdiction may go unchallenged on appeal we have an obligation to inquire sua sponte into our jurisdiction over the matter

assistant: The best answer is A. holding district court had sua sponte responsibility to duty to inquire into the competency of an unrepresented party in certain 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 legal provision and list the applicable contract clause categories. Provision: Real estate taxes and assessments imposed by governmental authority that are not yet due and payable and that are not reimbursable by tenants under the Leases as Operating Costs and prorated pursuant to Paragraph 6.1(b) shall be prorated as of the Closing based upon the most recent ascertainable assessed values and tax rates. Seller shall receive a credit for any taxes and assessments paid by Seller (other than through application of additional rents for Operating Costs) and applicable to any period after the Closing.

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 case excerpt and choose the best holding from the options. Case excerpt: into evidence true and accurate copies of the Note and Allonge. Petitioner asserts this evidence “plainly evidences the transfers” of the Note to Petitioner. We cannot agree. Under the UCC, as adopted by North Carolina, “[a]n instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.” N.C. Gen. Stat. § 25-3-203(a) (2009). Production of an original note at trial does not, in itself, establish that the note was transferred to the party presenting the note with the purpose of giving that party the right to enforce the instrument, as demonstrated in Connolly, 63 N.C. App. at 551, 306 S.E.2d at 125, and Smathers v. Smathers, 34 N.C. App. 724, 726, 239 S.E.2d 637, 638 (1977) (<HOLDING>) In Connolly, determining who had possession of Options: A. holding that because a mortgage provides the security for the repayment of the note the person having standing to foreclose a note secured by a mortgage may be either the holder of the note or a nonholder in possession of the note who has the rights of a holder B. holding that creditors could not seek relief from a bankruptcy stay because they were not the real parties in interest and lacked standing as they were not holders of the notes and failed to establish that mers was the holder or had authority to transfer the notes C. holding that where a promissory note had never been made payable to plaintiff or to bearer nor had it ever been indorsed to plaintiff defendants established that plaintiff was not the owner or holder of the note D. holding that a promissory note is not enforceable against a party who signed the deed of trust but did not sign the promissory note inasmuch as promissory notes and deeds of trust are separate legal documents with unique purposes E. holding that despite evidence of voluntary transfer of promissory notes and the plaintiffs possession thereof the plaintiff was not the holder of the note under the ucc as the notes were not drawn issued or indorsed to her to bearer or in blank the plaintiff testified to some of the circumstances under which she obtained possession of the notes but the trial court made no findings of fact with respect thereto

assistant: The best answer is E. holding that despite evidence of voluntary transfer of promissory notes and the plaintiffs possession thereof the plaintiff was not the holder of the note under the ucc as the notes were not drawn issued or indorsed to her to bearer or in blank the plaintiff testified to some of the circumstances under which she obtained possession of the notes but the trial court made no findings of fact with respect thereto