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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the existence of general jurisdiction. Coleman, 83 S.W.3d at 810. The Texas Instruments contract, as set forth above, was a patents cross-licensing agreement that allowed both companies to “design and sell semiconductors without dispute from each other.” Thus, it did not require performance by DENSO Japan in Texas. Moreover, the agreement contains a choice of law provision upport to U.S. Subsidiaries. Appellees argue “[DENSO Japan’s] U.S. subsidiary companies rely on [DENSO Japan] for technical, manufacturing, business, and legal support, which have impacted the Texas f 6) (concluding that there was no general jurisdiction and stating there must be an indication that defendant intended to serve the Texas market before personal jurisdiction can be found); Reid, 130 S.W.3d at 220 (<HOLDING>). We sustain DENSO Japan’s second issue. Options: A. holding sending two employees to work in texas and using an office in texas for limited purposes did not support finding of general jurisdiction B. holding that jurisdiction existed over nonresident printing customer despite the fact that texas printer solicited the business in alabama and nonresident sent no personnel to texas because nonresident placed additional orders from which it expected to profit sent payments to texas sent and received printing materials to and from texas paid for shipping of printed goods from texas and sent payments to texas the transactions were governed by texas law and substantial part of performance occurred in texas C. holding there was no general jurisdiction even though defendant sent its chief executive officer to texas for a contract negotiation session accepted into its bank account checks drawn on a bank in texas purchased 4 million of goods and equipment from a company in texas and sent employees to texas for training and technical consultation D. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied E. holding there was no general jurisdiction when there was no evidence that defendants advertised or promoted their goods or services in texas solicited business in texas sold their goods or services to a texas entity established a general business office or general business presence in texas or targeted texas markets

assistant: The best answer is E. holding there was no general jurisdiction when there was no evidence that defendants advertised or promoted their goods or services in texas solicited business in texas sold their goods or services to a texas entity established a general business office or general business presence in texas or targeted texas markets
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 legal action or proceeding with respect to any Credit Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, each Borrower and each other Grantor executing this Agreement hereby accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of Collateral Agent to commence any proceeding in the federal or state courts of any other jurisdiction to the extent Collateral Agent determines that such action is necessary or appropriate to exercise its rights or remedies under the Credit Documents. The parties hereto (and, to the extent set forth in any other Credit Document, each other Guarantor) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens , that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

assistant: Submission To 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: whilst skype takes no responsibility for such products or services , if you encounter any problems with payment for or download , use of installation of such products or services , skype will use commercially reasonable endeavours to assist or resolve the problems .

assistant: Limitation of liability
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: “would put an ordinary victim in reasonable fear for Ms or her life, is an express threat of death”); France, 57 F.3d at 866-67 (“[w]hat is determinative is whether a reasonable person, given the conduct of the defendant and the context in wMch it occurred, would experience significantly greater fear than the level of intimidation necessary to constitute an element of the offense of robbery”); Robinson, 20 F.3d at 276 (stating that “court should consider that the mtent of the underlying provision is to provide an increased offense level for eases m wMch the offender^) engaged in conduct that would instill m a reasonable person, who is a victim of the offense, significantly greater fear than that necessary to constitute an element of the offense of robbery”); Smith, 973 F.2d at 1378 (<HOLDING>). Although we agree that the commentary, by its Options: A. holding that robbers statement and gestures instilled greater fear than necessary to carry out the robbery B. recognizing equitable powers necessary and appropriate to carry out the provisions of this title C. holding that 1 usc 1 does not apply except where it is necessary to carry out the evident intent of the statute D. holding that the use of an ethnic slur during an otherwise ordinary robbery was not enough to show that the robbers acted because of their victims ethnicity E. holding that the courts statement that the sentence was sufficient and a greater sentence is not necessary did not contradict the requirements of 3553a

assistant: The best answer is A. holding that robbers statement and gestures instilled greater fear than necessary to carry out the robbery
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 exclusive control of the defendant.’ ” Jones v. Safeway Stores, Inc., 314 A.2d 459, 461 (D.C. 1974) (citations omitted). In this case, it is unclear 1) what caused a wire to fall on plaintiff, and 2) what wire fell on plaintiff, and 3) what line was struck by the Capitol Paving dump truck. In other words, although the parties agree that the mechanism of plaintiffs injuries was a falling wire, they dispute the cause of his injury — in other words, they disagree over what caused the wire to fall and which wire fell. Londono, 766 F.2d at 572. These genuine issues of material fact thus preclude the Court from concluding, at the summary judgment stage, whether or not plaintiff may prevail against Chesapeake based on a theory of res ipsa loquitur. See Westinghouse, 842 F.Supp. at 591 (<HOLDING>). Plaintiff will therefore be permitted to Options: A. holding that a probable cause determination is appropriate for summary judgment where there are no genuine issues of material fact and no credibility issues B. holding that summary judgment was improper where genuine issues of material fact existed as to whether prison officials prevented inmate from filing grievances C. holding that when there are no genuine issues of material fact summary judgment is appropriate D. holding that there was a genuine issue of material fact precluding summary judgment E. holding that summary judgment on plaintiffs res ipsa loquitur theory was precluded both because there existed genuine issues of material fact as to the cause of the accident and whether or not one of the defendants had exclusive control over the instrumentality of the accident

assistant: The best answer is E. holding that summary judgment on plaintiffs res ipsa loquitur theory was precluded both because there existed genuine issues of material fact as to the cause of the accident and whether or not one of the defendants had exclusive control over the instrumentality of the accident
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: Employer shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by Executive during the Term in connection with the performance of Executive’s services hereunder upon presentation of expense statements, vouchers or other supporting documentation as Employer may require of Executive; provided that, such expenses are otherwise in accordance with Employer’s policies applicable to executive-level employees. Executive shall undertake such travel as may be required in the performance of Executive’s duties pursuant to this Agreement. Under no circumstances shall the Employer’s reimbursement for expenses incurred in a calendar year be made later than the end of the next following calendar year; provided, however, this requirement shall not alter the Employer’s obligation to reimburse Executive for eligible expenses on a current basis.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claim brought under Iowa Code chapter 216, we look to the ADA and cases interpreting its language.”). However, we must be mindful not to substitute “the language of the federal statutes for the clear words of the Iowa Civil Rights Act.” Hulme v. Barrett, 449 N.W.2d 629, 631 (Iowa 1989). The federal pregnancy discrimination act states: It shall be an unlawful employment practice for an employer— (1) to fail or refuse to hire or to discharge any individual, or otherwise to discriminate against any individual with respect to his compensation, terms, conditions, or privileges of employment, because of such individual’s race, color, religion, sex, or national origin.... 42 U.S.C. § 2000e-2(a) (2006). The statute defines “because of sex” as “including], but are 369 (3d Cir.2008) (<HOLDING>); Kocak v. Cmty. Health Partners of Ohio, Inc., Options: A. holding woman who claimed she was terminated after giving birth because she became pregnant was part of the protected class B. holding that plaintiff could not establish a prima facie case of discrimination because she was unable to present evidence that she was qualified for the position C. holding that a prima facie case is subject to independent review D. holding woman who alleged she was terminated for having an abortion stated a prima facie case for discrimination E. holding to establish a prima facie case of racial discrimination a plaintiff must show he 1

assistant: The best answer is D. holding woman who alleged she was terminated for having an abortion stated a prima facie case for discrimination
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party (as applicable, an “ Indemnifying Party ”) shall indemnify and hold harmless the other Parties and their respective officers, directors, employees, agents and representatives from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), but excluding consequential, special or punitive damages, incurred in connection with, resulting from, or arising out of (i) any misrepresentation respecting, or a breach of, any representation or warranty made by the Indemnifying Party in this Agreement, and/or (ii) any material breach or nonperformance of any covenant or agreement to be performed by the Indemnifying Party under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: clear that she considered substantial evidence which was inadmissible because most of the alleged negligent acts upon which her ruling was based were not proximately related to this event. An act or omission is not regarded to be a cause in fact of an event if the event would have occurred without it. Stojkovick v. Monadnock Building, 281 Ill. App. 3d 733, 738 (1996). Put another way, the act or omission is said to be a cause in fact of the event if it was a material element and a substantial factor in bringing the event about. See Lee v. Chicago Transit Authority, 152 Ill. 2d 432, 455 (1992). It is not enough for plaintiff to show that Kinko’s might be somehow generally negligent — the negligence alleged must actually have caused the injury complained of. See Lee, 152 Ill. 2d at 455 (<HOLDING>). For example, if there were a large greasy Options: A. holding expert testimony is generally required to establish proximate cause in medical malpractice cases B. holding that negligence must be the proximate cause of injury C. holding that causeinfact inter alia must be shown to establish proximate cause D. holding proximate cause required for claim of breach of special duty E. holding that a physicians negligence need only be a proximate cause not the proximate cause of plaintiffs injury

assistant: The best answer is C. holding that causeinfact inter alia must be shown to establish proximate cause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Performance Units or DERs awarded to the Service Provider under this Agreement may be transferred, assigned, pledged or encumbered by the Service Provider, except (i) by will or by the laws of descent and distribution or (ii) pursuant to a domestic relations order. Except as set forth above, any attempt to transfer, assign, pledge or encumber the Performance Units or DERs by the Service Provider shall be null, void and without effect. The rights and protections of the General Partner hereunder shall extend to any successors or assigns of General Partner.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by transmitting , uploading , posting , e-mailing , or otherwise submitting submissions to the products , you grant , and you represent and warrant that you have the right to grant , to headspace an irrevocable , perpetual , non-exclusive , royalty free , worldwide license to use , telecast , copy , perform , display , edit , distribute and otherwise exploit the submissions , or any portion thereof and any ideas , concepts , or know how contained therein , with or without attribution , and without the requirement of any permission from or payment to you or to any other person or entity , in any manner ( including , without limitation , for commercial , publicity , trade , promotional , or advertising purposes ) and in any and all media now known or hereafter devised , and to prepare derivative works of , or incorporate into other works , such submissions , and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by the Eleventh Amendment But He Has Not Established Qualified Immunity or Immunity Under Noerr-Pen-nington in His Individual Capacity. 1. Hoffman concedes that Markwell cannot be sued for civil damages in his official capacity. Hoffman concedes that the Eleventh Amendment immunizes Markwell from Hoffman’s claim of damages against Markwell in his official capacity as State’s Attorney. See Pl. Resp. to Def. Mot. to Dismiss (d/e 18) at 11-12. However, because Hoffman is also seeking an injunction against Markwell as to his involvement in advising the Board to exclude Hoffman from participation in Board activities, Markwell remains in this lawsuit in his official capacity for the purposes of the claimed injunctive relief. See Ameritech Corp. v. McCann, 297 F.3d 582, 586 (7th Cir.2002) (<HOLDING>) (internal quotations omitted). 2. Markwell is Options: A. holding that punitive damages are not recoverable against a state official sued in his or her official capacity B. holding that a party can sue a state officer in his or her official capacity to enjoin prospective action that would violate federal law C. holding that a suit against a state official in his or her official capacity is a suit against the state itself and not cognizable under 1983 D. holding that the acts of a corporate officer done in his or her official capacity are acts of the corporation E. holding that a prisoner can under rluipa pursue nominal damages against a state officer in her official capacity

assistant: The best answer is B. holding that a party can sue a state officer in his or her official capacity to enjoin prospective action that would violate federal law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 374 U.S. 97 83 S.Ct. 1685 10 L.Ed.2d 1025 Raymond B. RANDOLPH et al.v.VIRGINIA. No. 20. Supreme Court of the United States June 10, 1963 Martin A. Martin, Clarence W. New-some, Jack Greenberg, James M. Nabrit III and Charles L. Black, Jr., for petitioners. Robert Y. Button, Atty. Gen. of Virginia, and R. D. McIlwaine III, Asst. Atty. Gen., for respondent. On Petition for Writ of Certiorari to the Supreme Court of Appeals of Virginia. PER CURIAM. 1 The petition for writ of certiorari is granted, the judgments are vacated and the case is remanded to the Supreme Court of Appeals of Virginia for reconsideration in light of Peterson v. City of Greenville, 373 U.S. 244, 83 S.Ct. 1119. 2 Mr. Justice HARLAN concurs in the result on the premises stated in his separate opinion in Peterson v. City of Greenville, supra, and Avent v. North Carolina, 373 U.S. 248, 83 S.Ct. 1133.

assistant: 2
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 for the fees and expenses of DBO Partners, which will be included in Company Transaction Expenses, neither the Company nor any Subsidiary or Company Stockholder is directly or indirectly committed to any liability for any broker’s or finder’s fees or fairness opinion fee or any similar fees in connection with the transactions contemplated by this Agreement and has not retained any broker or other intermediary to act directly or indirectly on its behalf in connection with the transactions contemplated by this Agreement.

assistant: Fees
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: Ltd., 875 F.2d 762 (9th Cir.1989), is misplaced. The forum selection clause in that case, which was held to be enforceable, stated: “Venue of any action brought hereunder shall be deemed to be in Gloucester County, Virginia.” Id. at 763 (emphasis added). The forum-selection clause in the frame contract states: “Any disputes ... will be submitted to the competent court in Rotterdam.” Van Wingerden Decl., Exh. 1 § 14.0 (emphasis added). These clauses are analogous. See Terra Intern., Inc. v. Mississippi Chemical Corp., 922 F.Supp. 1334, 1373 (N.D.Iowa 1996) (“will” as used in forum selection clause is not permissive; immaterial that parties did not use “shall” or “must,” or “only” or “exclusively”); see also Collier Cobb & Assoc., Inc. v. Leak, 61 N.C.App. 249, 253, 300 S.E.2d 583 (1983) (<HOLDING>); cf. Hewitt v. Helms, 459 U.S. 460, 471-72, Options: A. holding that a states use of the word shall is mandatory language B. holding that the terms and conditions placed on applicants are not subjects of mandatory bargaining C. holding that the term shall is mandatory for purposes of statutory construction when the statute is unambiguous D. holding that the statute is mandatory E. recognizing that shall will and must are all mandatory terms

assistant: The best answer is E. recognizing that shall will and must are all mandatory terms
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article IX , the Indemnifying Party shall satisfy its obligations within ten (10) Business Days of such agreement or final, non-appealable adjudication, as applicable, by wire transfer of immediately available funds. In addition, as promptly as practicable but in any event within three (3) Business Days of such agreement or final, non-appealable adjudication, Purchaser and the Representative shall, to the extent any such obligation is to be paid out of the Indemnity Escrow Fund and moneys remain therein, jointly instruct the Escrow Agent to pay to the applicable Purchaser Indemnified Party from the Indemnity Escrow Fund the full amount of such Losses by wire transfer of immediately available funds pursuant to wire instructions provided in writing by Purchaser.

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: any of these actions and omissions actually occurred and whether they created liability for the Hospital are separate questions to be answered later. The Hospital argues that the instant actions are disguised tax refund suits, citing cases. However, the instant actions are distinguishable from the cases cited by the Hospital, because in all of those cases, the defendants’ alleged liability arose directly from their collection of the taxes at issue, while here, the Hospital’s alleged liability does not. Cf. Matthew, 2012 WL 5834917, at *1, *5 (deeming state law claims to be for “disguised refunds of taxes” where the plaintiffs sued a telephone provider for allegedly collecting taxes on calls that were not taxable); Umland v. PLANCO Fin’l Serv., Inc., 542 F.3d 59, 65, 67-68 (3d Cir.2008) (<HOLDING>); Brennan, 134 F.3d at 1408, 1410, 1414 Options: A. holding that an employees private arbitration agreement with her employer precluded her from filing suit against the employer under the adea B. holding that a claim was for a tax refund where the plaintiff alleged that her employer withheld its own portion of fica taxes from her paychecks C. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment D. holding that a plaintiff in a sex discrimination suit did not suffer an adverse employment action where her employer withheld one days pay and it was not reinstated E. holding that an employee who claims to have been terminated by her employer for having exercised her right to disability benefits raised a cognizable claim under 510 of erisa notwithstanding the fact that she received the benefits from her employer prior to termination

assistant: The best answer is B. holding that a claim was for a tax refund where the plaintiff alleged that her employer withheld its own portion of fica taxes from her paychecks
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: (imputing to owner actual knowledge of owner’s employee as to dangerous condition of paving and subsurface of parking lot). The district court should not have included notice as an element of liability in instruction No. 7. Here, the evidence conclusively showed Hardee’s had actual and constructive knowledge of the dangerous condition of the surface of the parking lot. A Hardee’s employee testified about the degreaser he used the day that Mrs. Scheerer slipped and fell, that the degreaser left a residue on the surface of the parking lot because there was no drainage, and that, on the day of the accident, he had watered the plants around the restaurant and that water from the hose had run onto the sidewalk and the parking lot directly outside the restaurant entran 7, 110-14 (Mo.1974) (<HOLDING>); Adkins v. Sutherland Lumber Co., 307 S.W.2d Options: A. holding plaintiffs detailed and thorough knowledge of conditions and dangers put plaintiff as a matter of law in position to protect himself equal to that of defendant B. holding that defendants position as bank vice president which allowed him knowledge of the banking system and the operations of the bank as well as the ability to oversee commercial and real estate loans and to act as a compliance officer qualified as a position of trust C. holding that cornwell was not required to sue them and her failure to do so in the original complaint in light of her obvious knowledge and the detailed nature of that pleadings exhibit must be considered a matter of choice not mistake D. recognizing that duty to warn of dangerous conditions could be based on constructive knowledge of that condition as well as actual knowledge E. holding that the knowledge requisite to knowing violation of a statute is factual knowledge as distinguished from knowledge of the law

assistant: The best answer is A. holding plaintiffs detailed and thorough knowledge of conditions and dangers put plaintiff as a matter of law in position to protect himself equal to that of defendant
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: 318 (1981) Options: A. holding that defendant had a reasonable expectation of privacy in a locked vehicle owned and operated by a third party but parked on defendant homeowners driveway where the evidence seized was the subject of the unlawful enterprise in which defendant participated B. holding automobile exception applied to shotgun seized from trunk of vehicle parked at defendants home C. holding on direct review that defendant was not in custody when he was interviewed by law enforcement officers in a parked police vehicle which was unmarked and unlocked D. holding that parked police vehicle could not constitute other traffic E. holding defendant seized at moment officers pulled up behind parked vehicle and switched on flashing lights

assistant: The best answer is E. holding defendant seized at moment officers pulled up behind parked vehicle and switched on flashing lights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultant obtains during the Term, from the Company or the Company’s employees, agents or Consultants shall be for all purposes regarded and treated as strictly confidential for so long as such information remains proprietary and confidential and shall be held in trust by the Consultant solely for the Company’s benefit and use and shall not be directly or indirectly disclosed by the Consultant to any person without the prior written consent of the Company, which consent may be withhold by the Company in its sole discretion.

assistant: Confidentiality
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 Class B Membership Interests listed on Exhibit A represent all of the issued and outstanding Class B Membership Interests of Seller. As of the date hereof, each Seller Class B Member set forth in Exhibit A is the record and, to the knowledge of Seller, beneficial, owner of the Class B Membership Interests set forth opposite his or her name on Exhibit A. Oncor owns 100% of the issued and outstanding Class A Membership Interests of Seller.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Joinder and the Registration Rights Agreement shall be binding upon, and shall inure to the benefit of, the New Holder and its successors and Permitted Assigns, subject to the terms and provisions of the Registration Rights Agreement. It shall not be necessary in connection with the New Holder’s status as a Holder to make reference to this Joinder.

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: During Participant’s Service and indefinitely thereafter, neither party shall make any statements, written or oral, to any third party which disparage, criticize, discredit or otherwise operate to the detriment of Participant or the Company, its present or former officers, shareholders, directors and employees and their respective business reputation and/or goodwill, provided, however, that nothing in this Section 11(c) shall prohibit either party from (i) making any truthful statements or disclosures required by applicable law regulation or (ii) taking any action to enforce its rights under this Award Agreement or any other agreement in effect between the parties.

assistant: Non-Disparagement
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 GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, COLLATERAL AGENT AND EACH SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each of the Subject Companies, through rights granted by ONI and its Affiliates or otherwise, possess all rights necessary to lawfully use all patents, trademarks, licenses, service marks, trade names, trade secrets, and other proprietary, contract or intellectual property rights that are necessary for the operation of the respective Projects and their respective businesses in the Ordinary Course of Business. To the Knowledge of ONI, the operation of the Projects and the businesses as conducted by the Company and each Subject Company does not infringe on any patent, trademark, license, service mark, trade name, trade secret, obligation of confidence or other proprietary, contract, intellectual property or other legally protectable right of any Person.

assistant: Intellectual Property
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 and agrees that she has received all wages and benefits to which she is entitled as a result of her employment with Sonabank through the date of execution of this Agreement. Other than the payments set forth in this Agreement, the parties agree that the Sonabank owes no additional amounts to Executive for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason as a result of her employment with Sonabank through the date of execution of this Agreement.

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: Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the relationship hereunder shall continue from the Effective Date until February 25, 2023 (the “ Term Date ”). As used in this Agreement, the “ Term ” shall refer to the period beginning on the Effective Date and ending on the date the Executive’s service hereunder terminates in accordance with this Section 2 or Section 5 and the “ Initial Term ” shall refer to any portion of the Term from the Effective Date through February 29, 2020 and the “ Second Term ” shall refer to any portion of the Term after February 29, 2020. In the event that the Executive’s service with the Company terminates (such date, the “ Termination Date ”) prior to the Term Date, the Company’s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 5 of this Agreement.

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: relevant factor. In the I & D Memo, Commerce dismissed consideration of the appraisals because they were not “timely”, as they were completed just one week before the asset purchase agreement was signed and as part of a regulatory package to obtain state approval of the transaction. I & D Memo at 134-35. Though the timing of the appraisals could be a factor for Commerce to consider in weighing the probity of the appraisals and the impact of the appraisals on the negotiated price, Commerce may not unreasonably disregard important, relevant evidence of FMV, such as the outside valuations, solely because it is unclear what the role was of the particular valuations. See Motor Vehicle Mfrs. Ass’n v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43, 103 S.Ct. 2856, 77 L.Ed.2d 443 (1983) (<HOLDING>); SKF USA Inc. v. United States, 630 F.3d 1365, Options: A. recognizing these five factors B. recognizing that an agency may not ignore relevant factors or considerations C. holding that such factors may constitute a substantial burden D. holding that only relevant factors must be considered E. recognizing same factors

assistant: The best answer is B. recognizing that an agency may not ignore relevant factors or considerations
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: or welfare that there is a virtual unanimity of opinion in regard to it....” Mamlin, 17 A.2d at 409. The legislature’s decision to lower the employee threshold from twelve to six to four, but not to one, indicates the lack of unanimous opinion that every employee should be protected from sex discrimination as Employee asserts. The legislature has had the opportunity to argue the merits of exempting small employers from compliance and to decide exactly where it should establish the threshold. It explicitly chose not to extend the protections against discrimination to employees of small employers. The wisdom of this decision is not before us. Where the legislature has spoken, we will not interpret statutory provisions to advance matters of public interest. See Geary, 319 A.2d at 176 (<HOLDING>). Rather, we are bound by the terms of the PHRA Options: A. recognizing first two exceptions B. recognizing constitutionally mandated exceptions to that statutory principle C. recognizing three exceptions to atwill doctrine D. recognizing exceptions to immunity E. recognizing that the legislature can create statutory exceptions to atwill employment

assistant: The best answer is E. recognizing that the legislature can create statutory exceptions to atwill employment
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: At or immediately following the Effective Time, Buyer shall deposit or pay, or shall cause to be deposited or paid, the following amounts in immediately available funds: (i) an amount in cash equal to the unpaid Transaction Expenses to be paid according to the instructions in the Closing Statement and (ii) $200,000 to be deposited with the Company to fund an animal study in combination with CPI-431-32 in an animal model reasonably acceptable to the Company.

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: 922(k). 6 . The record reflects that defendant eventually broke the conditions of his home confinement and that he was subsequently incarcerated pending trial. 7 . Since we decided Zackular, the Supreme Court has held in United States v. Wilson, - U.S. -, 112 S.Ct. 1351, 117 L.Ed.2d 593 (1992), that, in the first instance, credit under section 3585 must be calculated by the Attorney General. Id. - U.S. at -, 112 S.Ct. at 1354. As far as the record before us reflects, no such calculation was requested or made here. Despite defendant’s failure to exhaust administrative remedies, we reaffirm that part of Zackular which holds that pretrial home confinement may not be credited toward “official detention." Cf. Fraley v. United States Bureau of Prisons, 1 F.3d 924, 925-26 (9th Cir.1993) Options: A. holding confinement to home and work through electronic supervision does not equate to custody B. holding that electronic home monitoring constitutes confinement under the sra C. holding as a matter of law pretrial electronic monitoring and home confinement merits sentencing credit under its statute D. holding that state official can act lawfully even when motivated by hostility toward a certain protected class E. holding that home confinement may not be credited toward official detention

assistant: The best answer is E. holding that home confinement may not be credited toward official detention
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: have been within the six-year statute of limitations that the court found applicable to claims under the LAD. In Montells v. Haynes, 133 N.J. 282, 627 A.2d 654, 659 (1993), the New Jersey Supreme Court adopted a two-year statute of limitations for claims under the LAD. However, the Mon-tells court also held that its decision did not apply to cases pending at that time or to cases in which the operative facts arose before the date of the court's decision, see id. at 662, circumstances present here. 9 . The parties have not argued thal we need apply New Jersey procedure to the New Jersey claims, and we will apply the federal rules to both. See Purgess v. Sharrock, 33 F.3d 134, 139-40 (2d Cir.1994); cf. Wm. T. Thompson Co. v. General Nutrition Corp., Inc., 671 F.2d 100, 104 (3d Cir.1982) (<HOLDING>); Salas by Salas v. Wang, 846 F.2d 897, 905-06 Options: A. holding that when there are federal law claims in a case also presenting state law claims the federal rule favoring admissibility is the controlling rule the court found this approach consistent with the rule in federal practice disfavoring privileges not constitutionally based B. holding that a federal court may resort to state law analogies for the development of a federal common law of privileges in instances where the federal rule is unsettled C. holding that the federal rule favoring admissibility of relevant evidence applies to state law claims in federal cases to which state law privileges might oth erwise apply D. holding that the plaintiffs state law claims are preempted by federal law E. holding that in diversity cases federal courts are to apply state substantive law and federal procedural law

assistant: The best answer is C. holding that the federal rule favoring admissibility of relevant evidence applies to state law claims in federal cases to which state law privileges might oth erwise apply
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any expiration or termination of this Agreement, Section 2.3 hereof, Section 2.5(c) hereof, Section 3 hereof, Section 4 hereof and this Section 5 shall survive such expiration or termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All capitalized terms used herein (including the recitals hereto) will have the respective meanings ascribed thereto in the Credit Agreement unless otherwise defined herein. The foregoing recitals, together with all exhibits attached hereto, are incorporated by this reference and made a part of this Agreement. Unless otherwise provided herein, all section and exhibit references herein are to the corresponding sections and exhibits of this Agreement.

assistant: Interpretations
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 Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by any Guaranteed Party may be rescinded by such Guaranteed Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Guaranteed Party, and the Credit Agreement and the other Loan Documents, any Specified Hedge Agreement, and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the requisite Lenders or all Lenders, as the case may be, or, in the case of Specified Hedge Agreements, the relevant Qualified Counterparty) may deem advisable from time to time in accordance with the terms of the Loan Documents or Specified Hedge Agreement, as applicable, and any guarantee or right of offset at any time held by any Guaranteed Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Time is of the essence of this Agreement and each and every term, covenant and condition contained herein. All covenants, agreements, representations and warranties made in this Agreement or in any of the other Loan Documents shall continue in full force and effect so long as any of the obligations of any party under the Loan Documents (other than Agent) remain outstanding. Each person or entity constituting Pledgor shall be jointly and severally liable for all of the obligations of Pledgor under this Agreement.

assistant: Survival