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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will indemnify and hold harmless each Subscriber and, where applicable, its directors, officers, employees, agents, advisors and shareholders (each, an “ Indemnitee ”, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (C) the status of such Subscriber or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to the compensation set forth above, you will be eligible to participate in all fringe benefits programs available to other senior executives of similar level of responsibility including group medical and dental insurance, life and disability insurance, and a 401(k) retirement plan, in accordance with the terms of those plans, details of which will be provided to you. During your 90-day waiting period to become eligible for coverage under the Company’s health benefits, the Company will reimburse you for COBRA premiums on the express conditions that you (i) submit requests for reimbursement, together with documentation showing that you paid the required COBRA premium, within 30 days after you have paid each premium, and (ii) you continue to be employed by the Company during your 90-day waiting period. You will be eligible to participate in the Company’s 401(k) savings plan on the first day of your employment. You will also be eligible to participate in the Company’s paid time off plan beginning on your first day of employment in accordance with the terms of that plan, provided, however, that you will accrue vacation time at an annual rate of 4 weeks. Your time spent attending conferences, seminars or speaking engagements not at the direction of the CEO or not in accordance with your duties will be charged against your vacation balance.

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 case excerpt and choose the best holding from the options. Case excerpt: from actual witnesses, albeit unnamed, that defendants knowingly violated GAAP procedures and present more than mere evidence of a motive and opportunity to commit fraud. Although plaintiffs’ allegations of Daou’s top-to-bottom management hierarchy, defendants’ suspicious stock sales, or the corporate acquisitions alone would not likely demon strate defendants’ scienter, these plus the complaint’s specific allegations of deliberate accounting misfeasance create a strong inference of scienter. See Nursing Home, 380 F.3d at 1234 (“Considered separately, Plaintiffs’ allegations may not create a strong inference of scienter. However, ... [w]e find that the totality of the allegations does create a strong inference that Oracle acted with scienter[.]”); cf. Silicon Graphics, 183 F.3d at 988 (<HOLDING>). Unlike in Silicon Graphics, this complaint Options: A. holding vague allegations of bias insufficient B. holding that similar allegations were insufficient to state a due process claim C. holding that eonclusory allegations that plaintiffs were unaware of the conspiracy is insufficient D. holding insufficient the plaintiffs generic allegations E. holding that the plaintiffs unsupported allegations about the defendants travels to the district were insufficient to create personal jurisdiction

assistant: The best answer is D. holding insufficient the plaintiffs generic allegations
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 window system, Tull Brothers was the intended third-party beneficiary. (Doc. 1 at 4-5). In response, Peerless contends that Tull Brothers lacks privity to the Purchase Order because Tull Brothers was not a party to same, the subsequent Assignment assigned only the warranty rights, and Tull Brothers was not an intended third-party beneficiary. The Court first addresses Tull Brothers’ third-party beneficiary claim. Privity is not required for Tull Brothers to be a third-party beneficiary, as this is an exception to the rule that “one who is not a party to a contract or in privity with a party cannot sue for breach of contract.” Cook v. Trinity Universal Ins. Co. of Kansas, 297 Fed.Appx. 911, 914 (11th Cir.2008). See also Dunning v. New Eng. Life Ins. Co., 890 So.2d 92, 97 (Ala.2003) (<HOLDING>). A party claiming to be a third-party Options: A. holding that in order for a plaintiff to file suit against the government on a contract claim in the court of federal claims a plaintiff must have either direct privity or thirdparty beneficiary status B. holding that an incidental beneficiary does not have standing to sue for breach of a contract C. holding that standing to sue under a contract requires plaintiff to be in privity or be an intended thirdparty beneficiary D. holding that the individual defendant does not have to be in privity of contract with the plaintiff to be held liable under 1981 E. holding that plaintiff could not prevail as a thirdparty beneficiary where contract was not valid

assistant: The best answer is C. holding that standing to sue under a contract requires plaintiff to be in privity or be an intended thirdparty beneficiary
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Party One and Party Two pledges and agrees that it shall keep totally confidential any and all of the said information and other such matters arising hereto, and shall not disclose to any other person or persons, corporation, agent or consultant with whom it is or may be associated with, any such confidential information without express permission being given in writing by an authorized officer of other Party.

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 case excerpt and choose the best holding from the options. Case excerpt: actions are not discretionary and even define what a ministerial action is, the key to whether official immunity is applicable is whether the defendant has proven that they are a public employee and that the allegedly tortious acts were discretionary. 5 . The Plaintiffs assert that Aumua failed to follow Grain Valley Policies and the "Emergency Guidelines for Schools and Childcare Facilities” promulgated by the Missouri Department of Health and Senior Services. 6 . We also note that a wealth of case law has established that government employees providing medical treatment in non-emergency situations are not entitled to official immunity regardless of whether any rules, policies, orders, or regulations were violated. See Thomas v. Brandt, 325 S.W.3d 481, 484 (Mo.App. E.D.2010) (<HOLDING>); State ex rel. Eli Lilly & Co. v. Gaertner, Options: A. holding nurses were not entitled to official immunity where it was alleged that they failed to follow orders for a patients care given to them by a doctor B. holding that defendants were entitled to official immunity and not addressing the merits C. holding that emergency medical technicians and paramedics were not entitled to official immunity for their actions related to the treatment of patients in nonemergency situations D. holding that because a city inspector was not entitled to official immunity the city was not entitled to vicarious official immunity E. holding that patients who were denied medical treatment on nonemergency basis had standing to bring antitrust action against medical center

assistant: The best answer is C. holding that emergency medical technicians and paramedics were not entitled to official immunity for their actions related to the treatment of patients in nonemergency situations
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 sections contained in this Agreement shall be enforceable independently of every other section in this Agreement, and the invalidity or nonenforceability of any section shall not invalidate or render unenforceable any other section contained in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Within [**] after the end of each Calendar Quarter following the Agios Opt-Out Date, Celgene with respect to each Licensed Product shall provide Agios with a report stating the sales in units and in value of such Licensed Product made by Celgene, its Affiliates, and Licensee Partners, as applicable, on a country-by-country basis, together with the calculation of the royalties due to Agios, including the method used to calculate the royalties, the exchange rates used, and itemized deductions. Payments of all amounts payable under this Section 9.5 shall be made by Celgene to the bank account indicated by Agios concurrently with the delivery of such report.

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: In the event of (i) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, Ordinary Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase, or exchange of Ordinary Shares or other securities of the Company, issuance of warrants or other rights to acquire Ordinary Shares or other securities of the Company, or other similar corporate transaction or event that affects the Ordinary Shares (including a Change in Control), or (ii) unusual or nonrecurring events affecting the Company, including changes in applicable rules, rulings, regulations, or other requirements, that the Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants (any event in (i) or (ii), an “ Adjustment Event ”), the Committee shall, in respect of any such Adjustment Event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder, (B) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan or any Sub-Plan, and (C) the terms of any outstanding Award, including, without limitation, (I) the number of Ordinary Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (II) the Exercise Price or Strike Price with respect to any Award, or (III) any applicable performance measures; provided, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring; and provided, further, that, except as otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant’s Termination within the two-year period following a Change in Control by the Service Recipient without Cause (excluding, for the avoidance of doubt, a Termination due to death or Disability or any voluntary Termination by the Participant), all Awards held by the Participant shall become fully vested upon such Termination. Any adjustment under this Section 11 shall be conclusive and binding for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: waiver of the constitutional right to trial by jury. See, e.g., Aetna Ins. Co., 301 U.S. at 393, 57 S.Ct. at ng burden of proof and production on party seeking to avoid enforcement of contractual jury waiver). That is, the mere fact that a contractual jury waiver exists and that the claims are within its scope does not shift the burden to the party opposing enforcement of the contractual jury waiver. Instead, only if the party seeking to enforce the jury waiver provision brings forward at least prima facie evidence that the waiver was knowingly and voluntarily made, rebutting the presumption against jury trial waivers, does the burden shift to the opposing party to establish that the waiver was not made knowingly and voluntarily. In re Gen. Elec. Capital Corp., 203 S.W.3d at 316 (<HOLDING>); RDO Fin. Servs. Co., 191 F.Supp.2d at 813-14 Options: A. holding that an appeal waiver is valid when it is entered into knowingly and voluntarily B. recognizing initial burden of presenting prima facie evidence that jury waiver was knowingly and voluntarily made is on party seeking to enforce provision C. holding prelitigation waiver of jury trial must be made knowingly and voluntarily and courts will indulge in every reasonable presumption against a waiver of that right D. holding that jury waiver stating that it was made knowingly and voluntarily raised presumption of same and that burden was on party challenging enforceability of jury waiver to present evidence overcoming presumption E. recognizing that contractual jury waiver provision that was conspicuous because it was in bolded font and in all capital letters met burden of party seeking to enforce provision to make prima facie showing that waiver was knowing and voluntary

assistant: The best answer is B. recognizing initial burden of presenting prima facie evidence that jury waiver was knowingly and voluntarily made is on party seeking to enforce provision
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: Within twenty (20) days following the end of each month during the Term, MPLS will submit to HSM for payment a written invoice for the amounts due under this Agreement for such month. The invoice will set forth the Fees, in the aggregate and itemized, based on the descriptions set forth on Exhibit B . Each invoice will contain documentation and other details in support of the invoiced amounts as HSM may reasonably require to validate such invoiced amounts. Except as otherwise provided in this Agreement, HSM shall reimburse MPLS monthly for all out-of-pocket costs and expenses reasonably incurred and actually paid by MPLS to Third Parties on behalf of HSM in connection with providing personnel to perform the Services (“ Expenses ”).

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: for example, when the law is overridden or misapplied. See, e.g., Commonwealth v. Flor, 606 Pa. 384, 414, 998 A.2d 606, 623 (2010). In terns of the applicable law, expert testimony is generally admissible if: the witness has ,a specialized knowledge beyond that possessed by the average layperson; such knowledge will help the trier of fact to understand the evidence or to determine a fact in issue; and the expert’s methodology is generally accepted in the relevant field. See Pa.R.E. 702. Under longstanding Pennsylvania precedent pertaining tó jury trials, however, determining witness credibility is exclusively the function of jurors, and expert witnesses are specifically prohibited from invading this province. See, e.g., Commonwealth v. O’Searo, 466 Pa. 224, 229, 352 A.2d 30, 32 (1976) (<HOLDING>). Upon our review, we hold that an expert Options: A. holding that this court will not substitute its judgment for that of the administrative fact finder who heard the testimony and was in a position to evaluate the credibility of witnesses because evidence is weighed by the administrative agency and not by the courts B. holding that the issue of witness credibility is within the knowledge of the average layperson and must be determined solely by the finder of fact C. holding that the weight and credibility to be given to the opinions of expert witnesses is uniquely within the province of the fact finder in this instance the trial court citation omitted D. holding that the constitutional level of punitive damages is not a finding of fact that must be determined by the jury it may be determined de novo by the court E. holding that the issue of proximate causation involves application of law to fact which should be left to the fact finder subject to limited review

assistant: The best answer is B. holding that the issue of witness credibility is within the knowledge of the average layperson and must be determined solely by the finder 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: reviewing an administrative agency adjudicatory decision is narrow; it is limited to determining if there is substantial evidence in the record as a whole to support the agency’s findings and conclusions, and to determining] if the administrative decision is premised upon an erroneous conclusion of law. In applying the substantial evidence test, a reviewing court decides whether a reasoning mind reasonably could have reached the factual • conclusion the agency reached. A reviewing court should defer to the agency’s fact-finding and drawing of inferences if they are supported by the record. A reviewing court must review the agency’s decision in the light most favorable to it; ... the agency’s decision is prima facie correct and presumed valid, and ... it is the agency’s pro 1203 (2005) (<HOLDING>); Tochter-man v. Baltimore County, 163 Md.App. Options: A. holding that judicial review of an administrative agencys decision is limited solely to whether given the relevant standard and facts the agencys decision was arbitrary illegal capricious or unreasonable B. holding that when the agencys decision was based on an erroneous and completely unsupported assumption the decision was arbitrary and capricious C. holding that under the arbitrary and capricious standard this court must consider whether the decision was based on a consideration of the relevant factors and whether there has been a clear error of judgment D. holding that when applying an arbitrary and capricious standard of review the courts role is to determine whether the plan administrators decision was completely unreasonable E. holding that an agencys decision is to be set aside only if it is arbitrary capricious an abuse of discretion or otherwise not in accordance with law

assistant: The best answer is A. holding that judicial review of an administrative agencys decision is limited solely to whether given the relevant standard and facts the agencys decision was arbitrary illegal capricious or unreasonable
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 binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent and each Bank and no Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of clause (b) of this Section 9.6 , (ii) by way of participation in accordance with the provisions of clause (d) of this Section 9.6 , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) of this Section 9.6 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 9.6 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent, the Issuing Bank and the Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, then and in every such case, Collateral Agent, in addition to any rights now or hereafter existing under applicable law and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the laws in effect in all relevant jurisdictions when a debtor is in default under a security agreement and may exercise one or more of the rights and remedies provided in this Section.

assistant: Remedies
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: Therefore, the State argues that by alleging appellant committed aggravated assault, the indictment also alleges appellant committed serious bodily injury, which, according to the above line of cases, would satisfy the notice requirement. While the state’s argument is persuasive, we cannot agree that merely alleging appellant committed “aggravated assault” is equivalent to alleging he caus App.1990) (indicating that death caused by “stabbing with a knife” provides notice). Cases following Beck have held that an indictment alleging “serious bodily injury” is sufficient notice of the state’s intent to seek a deadly weapon finding, if the indictment also alleged the serious bodily injury was caused by some act or instrument. See Ex parte Brown, 773 S.W.2d 332, 333 (Tex.Crim.App.1989) (<HOLDING>); Gilbert v. State, 769 S.W.2d at 536-37 Options: A. holding that indictment alleging serious bodily injury caused by motor vehicle colliding with a fixed object provides sufficient notice of states intent to seek deadly weapon finding B. holding that indictment alleging defendant committed attempted murder by stabbing with a knife was proper notice of intent to seek deadly weapon finding C. holding that variance between indictment alleging that defendant threw a knife at the victim and proof that the knife fell out of the defendants hand as he was stabbing the victim was not fatal to conviction for aggravated assault D. recognizing that attempted robbery with a deadly weapon is a second degree felony E. holding an allegation that defendant caused death by cutting victims throat with sharp object was sufficient to give notice of states intent to seek deadly weapon finding

assistant: The best answer is B. holding that indictment alleging defendant committed attempted murder by stabbing with a knife was proper notice of intent to seek deadly weapon finding
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 action. The components of proximate cause are cause in fact and foreseeability. The test for cause in fact, or “but for causation,” is whether the act or omission was a substantial factor in causing the injury without which the harm would not have occurred. A finding of cause in fact may be based on either direct or circumstantial evidence, but cannot be supported by mere conjecture, guess, or speculation. 106 S.W.3d 724, 727 (Tex.2003) (citations omitted). In explaining further, the court went on to remind: “as we have frequently said, some suspicion linked to other suspicion produces only more suspicion, which is not the same as some evidence. We have also said that an inference stacked only on other inferences is not legally sufficient evidence.” Id. at 728 (citations omitted) (<HOLDING>). “Expert opinions must be supported by facts Options: A. holding that experts opinion that doctor performed surgeries in order to avoid financial losses due to insurance deductibles was nothing more than conjecture and speculation B. holding that mere conjecture or speculation is insufficient under a preponderance standard C. holding that causation cannot be proved based on speculation D. holding that burden of clear and convincing proof cannot be satisfied by mere conjecture or speculation E. holding that experts opinion on proximate causation amounted to no more than mere conjecture and speculation as to events surrounding accident

assistant: The best answer is E. holding that experts opinion on proximate causation amounted to no more than mere conjecture and speculation as to events surrounding 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: All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at the Principal Office, not later than 5:00 p.m. Eastern time on the date of demand therefor.

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: None of the Borrowers is violating any provision of its charter documents or by-laws (or equivalent entity documents) or any agreement or instrument by which any of them may be subject or by which any of them or any of their properties may be bound or any decree, order, judgment, license, rule or any Applicable Law, in a manner which could result in the imposition of penalties in excess of the Threshold Amount or could reasonably be expected to have a Material Adverse Effect.

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: Schedule 3.7 hereto contains an accurate list of all of the presently existing Subsidiaries, including, without limitation, Restricted Subsidiaries, as of the date of this Agreement, setting forth their respective jurisdictions of incorporation or organization and the percentage of their respective capital stock or, the revenue share attributable to the general and limited partnership interests, as the case may be, owned by Apache or its Subsidiaries. All of the issued and outstanding shares of capital stock of such Subsidiaries which are corporations have been duly authorized and issued and are fully paid and non-assessable.

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: As of the date hereof, the authorized common stock of the Company consists of 999,000,000 authorized shares of Common Stock, $0.00001 par value per share, of which 70 506,085 shares are issued and outstanding; and 18,155,126 shares are reserved for issuance upon conversion of the Note. All such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.

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 to this Agreement hereby expressly AND IRREVOCABLY waives any right to trial by jury of any claim, demand, action or cause of action (each, an “Action”) (a) arising out of this Agreement, including any present or future amendment thereof or (b) in any way connected with or related or incidental to the dealings of the parties or any of them with respect to this Agreement (as hereafter amended) or any other instrument, document or agreement executed or delivered in connection herewith, or the transactions related hereto or thereto, in each case whether such Action is now existing or hereafter arising, and whether sounding in contract or tort or otherwise and regardless of which party asserts such Action; and each party hereby agrees and consents that any such Action shall be decided by court trial without a jury, and that any party to this Agreement may file an original counterpart or a copy of this Section 19.16 with any court as written evidence of the consent of the parties to the waiver of any right they might otherwise have to trial by jury. THIS WAIVER IS GIVEN KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL.

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 case excerpt and choose the best holding from the options. Case excerpt: orders, they are appealable under the collateral order doctrine because they address Eleventh Amendment immunity. Puerto Rico Aqueduct and Sewer Auth. v. Metcalf & Eddy, Inc., 506 U.S. 139, 147, 113 S.Ct. 684, 689, 121 L.Ed.2d 605 (1993). 5 . The Southern District found Georgia had raised a colorable claim to ownership of the logs and had not waived its immunity. Aqua Log did not cross appeal and has not otherwise contested the district court’s conclusions. The Middle District found it un necessary to reach these issues after finding Georgia lacked possession of the res. 6 . Although earlier cases indicated a government in possession of the res was entitled to immunity from an in rem admiralty action, see The Schooner Exchange v. McFaddon, 7 Cranch 116, 11 U.S. 116, 3 L.Ed. 287 (1812) (<HOLDING>), The Davis appears to be the first Supreme Options: A. holding that where prior state court had in rem jurisdiction district court could maintain in personam jurisdiction and simply deny requests for conflicting in rem relief because district court is fully capable of preventing inappropriate conversion of the suit to a proceeding truly in rem B. holding that a party cannot waive in rem jurisdiction under florida law and a court proceeding pursuant to in rem jurisdiction must actually possess in rem jurisdiction over the property that is the subject of the matter C. holding the claimant does not consent to personal jurisdiction by appearing in in rem action D. holding france was entitled to immunity regarding an in rem action against a french ship of war in the possession of french officers E. holding officers engaged in search entitled to immunity

assistant: The best answer is D. holding france was entitled to immunity regarding an in rem action against a french ship of war in the possession of french officers
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: other disputed items should be included in the property distribution. III. Inclusion of Property that Sue Disposed of Prior to the Dissolution. The parties disagree with respect to whether other assets should be included as part of the property awarded to Sue: (1) the Blazer sold or given to Jami; (2) the cash value received by Sue when she canceled the policy on David’s life; and (3) the funds from the liquidated mutual fund that were not attributable to Sue’s inheritance. We begin our consideration of this issue with the observation that a spouse’s disposal of assets that would otherwise be subject to division in the dissolution may properly be considered in making an equitable distribution of the parties’ property. See In re Marriage of Cerven, 335 N.W.2d 143, 146 (Iowa 1983) (<HOLDING>). A. The Blazer. The evidence shows that the Options: A. holding that the fourth amendment protects property as well as privacy B. holding that plaintiffs may have a property interest in real property C. holding that an obligation is in the nature of alimony when it is intended to provide support for the spouse rather than an equalization of property rights D. holding that spouse could not claim exemption in property that was only property of other spouses estate E. holding that property transferred by a spouse to avoid support obligation may be considered on the issue of property distribution as well as alimony

assistant: The best answer is E. holding that property transferred by a spouse to avoid support obligation may be considered on the issue of property distribution as well as alimony
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: 389 U.S. 47 88 S.Ct. 233 19 L.Ed.2d 46 POTOMAC NEWS CO., etc.v.UNITED STATES. No. 164. Supreme Court of the United States October Term, 1967. October 23, 1967 Stanley M. Dietz, for petitioner. Solicitor General Marshall, Assistant Attorney General Vinson and Jerome M. Feit, for the United States. PER CURIAM. 1 The petition for a writ of certiorari is granted and the judgment of the United States Court of Appeals for the Fourth Circuit is reversed. Redrup v. State of New York, 386 U.S. 767, 87 S.Ct. 1414, 18 L.Ed.2d 515. 2 Mr. Justice HARLAN concurs in the judgment of reversal upon the premises stated in his separate opinion in Roth v. United States, 354 U.S. 476, 496, 77 S.Ct. 1304, 1 L.Ed.2d 1498, and in his dissenting opinion in A Book Named 'John Cleland's Memoirs of a Woman of Pleasure' v. Attorney General of Com. of Massachusetts, 383 U.S. 413, 455, 457, 86 S.Ct. 975, 16 L.Ed.2d 1. 3 THE CHIEF JUSTICE dissents. 4 Mr. Justice MARSHALL took no part in the consideration or decision of this case.

assistant: 3
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 words “approval” and “approved” as used herein with reference to an approval right granted to the Lender means that the Lender shall have the right in the Lender’s sole discretion to approve or to withhold approval of the subject matter with respect to which the approval is required.

assistant: Approvals
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) The Banks agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably (as reasonably determined by the Administrative Agent), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. The agreements in this subsection 9.7 shall survive the payment of the Loans and all other amounts payable hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a two-month trial. To say that these brief comments resulted in the convictions would ignore the far more plausible conclusion that the overwhelming evidence of guilt led to the jury verdict. In that context, we find the error to be harmless. G. Sentencing The defendants and the government each appeal one issue related to sentencing. The first, whether “volume of commerce” includes all sales or some subset of all sales affected by the conspiracy, is a question of law, which we review de novo. See United States v. McClanahan, 136 F.3d 1146, 1149 (7th Cir.1998). However, once we determine the correct legal principle, we review deferentially the lower court’s findings of fact regarding the volume of commerce affected. See United States v. Hammick, 36 F.3d 594, 597-98 (7th Cir.1994) (<HOLDING>). The second issue is whether the district Options: A. holding that findings of fact are reviewed for clear error B. holding that factual conclusions of sentencing court which must be supported by a preponderance of the evidence are reviewed for clear error C. holding that findings of fact from a bench trial are reviewed for clear error D. holding that factual findings in sentencing context are reviewed for clear error E. holding that district courts factual findings for purposes of obstruction enhancement are reviewed for clear error

assistant: The best answer is D. holding that factual findings in sentencing context are reviewed for clear error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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: This Agreement may be executed in multiple counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. This Agreement may be delivered to the other parties hereto by email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: of discretion standard. Zens v. Chicago, Milwaukee, St. Paul and Pac. R.R. Co., 479 N.W.2d 155, 159 (S.D.1991) (citations omitted). See State v. Christopherson, 482 N.W.2d 298, 300 (S.D.1992). Similarly, we have held that under the rules of criminal procedure, “the extent of discovery permitted by either side rests in the discretion of the court.” State v. Catch The Bear, 352 N.W.2d 640, 644 (S.D.1984) (citations omitted). As noted by the majority, a trial court’s orders regarding discovery are reviewed by applying the abuse of discretion standard. See Aberle v. Ringhausen, 494 N.W.2d 179, 182-83 (S.D.1992) (applying an abuse of discretion standard to review of trial court’s orders regarding discovery); William Ins. of Pierre v. Bear Butte Farms Ptrshp., 392 N.W.2d 831, 833 (S.D.1986) (<HOLDING>). See also Doe v. Puget Sound Blood Center, 117 Options: A. holding that it was within the trial courts discretion to refuse any additional discovery and that the courts refusal to allow additional discovery was not an abuse of discretion B. holding that such a decision was within the trial courts discretion C. holding that unless discovery is granted as a matter of statute court rule or the constitution discovery is within the discretion of the trial court whose ruling will be upheld on appeal absent an abuse of discretion D. holding that general allegations of a need for additional discovery will not suffice the person presenting such a claim must show what discovery has been obtained why it is inadequate and the what additional information he expects to obtain from additional discovery E. holding that entry of summary judgment while a motion for additional discovery was pending should be construed as an implicit denial of the motion for additional discovery

assistant: The best answer is A. holding that it was within the trial courts discretion to refuse any additional discovery and that the courts refusal to allow additional discovery was not an abuse of discretion
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: Use the proceeds of any Credit Extension (other than a Credit Extension of Dollar Term C-1 Loans, Euro Term C-1 Loans, Term C-2 Loans, Dollar Term D-1 Loans, Euro Term D-1 Loans, Term D-2 Loans, Dollar Term E-1 Loans, Euro Term E-1 Loans or , Term E-2 Loans , Dollar Term F Loans or Euro Term F Loans ), whether directly or indirectly, in a manner consistent with the uses set forth in the Preliminary Statements to this Agreement. Use the proceeds of any Credit Extension of Dollar Term C-1 Loans, Euro Term C-1 Loans or Term C-2 Loans to refinance the Dollar Term B-1 Loans, Euro Term B-1 Loans and Term B-2 Loans. Use the proceeds of any Credit Extension of Dollar Term D-1 Loans, Euro Term D-1 Loans or Term D-2 Loans to refinance the Dollar Term C-1 Loans, Euro Term C-1 Loans and Term C-2 Loans. Use the proceeds of any Credit Extension of Dollar Term E-1 Loans, Euro Term E-1 Loans or Term E-2 Loans to refinance the Dollar Term D-1 Loans, Euro Term D-1 Loans and Term D-2 Loans. Use the proceeds of any Credit Extension of Dollar Term F Loans or Euro Term F Loans to refinance the Dollar Term E-1 Loans and Euro Term E-1 Loans.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the broadest available definition of 'claim.' ”). 15 . See § 511(a). 16 . See 11 U.S.C. § 101(27). 17 . A "creditor” is an "entity that has a claim against the debtorf.]” 11 U.S.C. § 101(10)(A). 18 . 352 B.R. 651, 654 (Bankr.N.D.Tex.2006). 19 . 12 F.3d 426, 435 (5th Cir. 1994) (“[I]n the absence of controlling federal bankruptcy law, the substantive nature of the property rights held by a bankrupt and its creditors is defined by state law.”); see also Butner v. United States, 440 U.S. 48, 54, 99 S.Ct. 914, 918, 59 L.Ed.2d 136 (1979) ("Congress has generally left the determination of property rights in the assets of a bankrupt’s estate to state law.”) 20 . Tex. Tax Code § 32.06(a-2). 21 . Id. § 32.06(b). 22 . Id. § 32.065(c). 23 . Compare In re Davis, 352 B.R. 651 (Bankr.N.D.Tex.2006) (<HOLDING>) with In re Kizzee-Jordan, 399 B.R. 817 Options: A. holding that the lender was subject to the dtpa because the borrowers purpose in obtaining the loan was the purchase of a house B. holding that the thirdparty lender as the successorininterest of the taxing authority holds a tax claim subject to 511 C. holding that under the bankruptcy act the taxing authority was allowed a general unsecured claim rather than a priority claim because no interest in the taxed property passed to the bankruptcy estate D. holding that federal express fee required by lender was a transaction imposed by the lender as incident to the extension of credit and needed to be disclosed within the finance charge E. holding that the taxing authority established its prima facie case as to every material fact necessary to establish the cause of action when it introduced a copy of the delinquent tax record certified by the proper taxing authority to be true and correct with the amount stated thereon to be unpaid

assistant: The best answer is B. holding that the thirdparty lender as the successorininterest of the taxing authority holds a tax claim subject to 511