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: This Guaranty Agreement, each Joinder Agreement and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective heirs, legal representatives, successors and assigns; provided , however , that no Guarantor shall be permitted to assign any of its rights, powers, duties or obligations under this Guaranty Agreement, any Joinder Agreement or any other interest herein or therein except as expressly permitted herein or in the Revolving Credit Agreement. Without limiting the generality of the foregoing sentence of this Section 18 , any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the Revolving Credit Agreement (to the extent permitted by the Revolving Credit Agreement); and to the extent of any such permitted assignment or participation such other Person shall, to the fullest extent permitted by law, thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions of the Revolving Credit Agreement, including Article IX thereof (concerning the Administrative Agent) and Section 10.06 thereof concerning assignments and participations. All references herein to the Administrative Agent shall include any successor thereof.

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 case excerpt and choose the best holding from the options. Case excerpt: like their situation helped.” 12 . The requirement of subsection (d) of section 574.034 that there be evidence of a confirming recent overt act or continuing pattern of behavior does not conflict with the provision in subsection (f) in that same section that provides that a court may make its findings solely from medical certificates if the proposed patient and his attorney file waivers of the right to cross-examine witnesses. See Tex. Health & Safety Code Ann. §§ 574.034(d), (f) (Vernon 2003). Subsection (d) deals with the substance of the evidence that must be provided to the court in order to make the evidence clear and convincing, while subsect V, 2008 WL 1839031 at *3, *7, *8 (Tex.App.-Texarkana April 25, 2008, no pet.) (memo op.) (noting Tex.App.-Fort Worth 1990, writ denied) (<HOLDING>). 15 . Dr. Stone testified that K.E.W. was Options: A. holding trial court could have considered mothers desire to hurt herself and her history of noncompliance with her medication schedule as factors endangering child B. holding that complaining witness was an accomplice as a matter of law despite her testimony that i didnt consent to it when i had intercourse with my father i tried to get away but i couldnt do it i tried to get loose from him i tried to get up and hit him but that didnt do no good he was so much stouter than i was was insufficient to establish that she was not an accomplice C. holding that evidence that patient who had a history of not taking medication and who murdered husband during a period when she was off of her medication and delusional tends to confirm the likelihood of serious harm to patient or others D. holding appellant produced no evidence that when she made her complaints to management she ever mentioned that she felt she was being treated unfairly due to her race or sex E. holding evidence insufficient when record contained expert testimony but no real evidence that proposed patient ever tried to hurt herself or others or that her condition was deteriorating to point where she might do so

assistant: The best answer is E. holding evidence insufficient when record contained expert testimony but no real evidence that proposed patient ever tried to hurt herself or others or that her condition was deteriorating to point where she might do so
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: In view of this court’s prior decision that Gallatin's conduct warranted a supervisor enhancement, a decision he does not (and cannot) challenge here, Gallatin cannot tenably argue that the district court erred in denying his request to lower his base offense level by two points for being a “minor participant.” Gallatin also does not develop any traction in arguing that his properly calculated criminal-history category “overstated his criminal history” and that he thus should have been given a downward departure. Br. at 2, 24. So long as the district court recognizes its discretion to depart downward (nothing in the record suggests that the court did not recognize this discretion), we may not review its decision. See United States v. Puckett, 422 F.3d 340, 344 (6th Cir.2005) (<HOLDING>) (internal quotation marks omitted). Nor has Options: A. holding that in its review of the irs exercise of discretion the court is limited to a review of the administrative record B. holding that this court does not review decisions of a district court not to depart downward unless the record reflects that the district court was not aware of or did not understand its discretion to make such a departure C. recognizing that we review the sentence imposed by a district court under the abuse of discretion standard D. holding that we will not review such a decision unless the record reflects that the district court was not aware of or did not understand its discretion E. holding that the district courts decision to dismiss will be affirmed unless it has abused its discretion

assistant: The best answer is D. holding that we will not review such a decision unless the record reflects that the district court was not aware of or did not understand its 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: The provisions of this Warrant will be deemed severable and the invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Warrant, as applied to any party or to any circumstance, is adjudged by a court or other governmental body not to be enforceable in accordance with its terms, the parties agree that the court or governmental body making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

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: All capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Career Education Corporation 2008 Incentive Compensation Plan, as amended (the “Plan”). When used herein, the following terms shall have the meaning set forth in this Section 1.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of each Loan Party contained in the Credit Agreement as amended or otherwise modified hereby and each Loan Document are (i) in the case of representations and warranties qualified by materiality, “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, in each case on and as of the Amendment Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct on the basis set forth above as of such earlier date.

assistant: Representations
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: Landlord and Tenant irrevocably waive the respective rights to trial by jury in any action, proceeding or counterclaim brought by either against the other (whether in contract or tort) on any matter arising out of or relating in any way to this Lease, the relationship of Landlord and Tenant or Tenant’s use or occupancy of the Premises.

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: If any provision of this Separation Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Separation Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Separation Agreement are declared to be severable.

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: If a Lender becomes a Defaulting Lender, then, in addition to the rights and remedies that may be available to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not in limitation thereof, except as set forth in the last sentence hereof, such Defaulting Lender’s right to participate in decision-making rights related to the Obligations in respect of Required Lender and Supermajority Lender votes, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal. Notwithstanding anything else provided herein, any amendment, waiver determination, consent or notification under Section 9.01 that would (i) increase or extend the term of the Revolving Commitment of a Defaulting Lender, (ii) reduce the principal amount of the Advances, the Term Loan or the 2016 Term Loan made by such Defaulting Lender, (iii) alter the terms and conditions of this sentence or (iv) otherwise disproportionately affect a Defaulting Lender, will require the consent of such Defaulting Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the principles of conflicts of laws. Any judicial action commenced relating in any way to this Agreement including the enforcement, interpretation or performance of this Agreement, shall be commenced and maintained in a court of competent jurisdiction located in Maricopa County, Arizona. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its litigation costs, including its attorneys’ fees. The parties hereby waive and relinquish any right to a jury trial and agree that any dispute shall be heard and resolved by a court and without a jury. The parties further agree that the dispute resolution, including any discovery, shall be accelerated and expedited to the extent possible. Each party’s agreements in this Section 5.2 are made in consideration of the other party’s agreements in this Section 5.2, as well as in other portions of this Agreement.

assistant: Governing 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: The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing of the Required Approvals), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain at or prior to the applicable Closing have been obtained or effected on or prior to the applicable Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents.

assistant: Consents
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 jury to convict without finding that defendants were aware of asbestos regulation. We review the district court’s jury instruction de novo, but will reverse only if the charge as a whole caused prejudice. See United States v. Bok, 156 F.3d 157, 160 (2d Cir.1998); United States v. Locascio, 6 F.3d 924, 939 (2d Cir.1993). A person is criminally liable under the Clean Air Act if he “knowingly violates any requirement or prohibition of ... section 7412 of this title.” 42 U.S.C. § 7413(c)(1) (emphasis added). The phrase “knowingly violates” bespeaks “knowledge of facts and attendant circumstances that comprise a violation of the statute, not specific knowledge that one’s conduct is illegal.” Weintraub, 273 F.3d at 147; see also United States v. Buckley, 934 F.2d 84, 88 (6th Cir.1991) (<HOLDING>). Under this standard, because “no one can Options: A. holding that the limitation act does not apply to claims brought under the clean water act B. holding that case law from other circuits squarely precluded jurisdiction over preenforcement ruling under the clean air act C. holding in a case involving the clean air act asbestos workpractice standards that knowingly violates does not require knowledge of the illegality of ones conduct D. holding that the same standards apply for setting reasonable attorneys fees under the clean air acts fee shifting provision as under 42 usc 1988 E. holding the epa could regulate air pollutants under the clean air act solely on the basis of the pollutants risk to human health

assistant: The best answer is C. holding in a case involving the clean air act asbestos workpractice standards that knowingly violates does not require knowledge of the illegality of ones conduct
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: Dept. of Transportation, 600 F.2d 1070 (5th Cir.1979), affirming 443 F.Supp. 451 (N.D.Fla.1977); Waltermyer v. Aluminum Co. of America, 804 F.2d 821 (3d Cir.1986); Rudisill v. Chesapeake & Ohio Ry. Co., 167 F.2d 175, 178-9 (4th Cir.1948); Fitz v. Board of Educ. of Port Huron Area Schools, 662 F.Supp. 1011, 1014-1015 (E.D.Mich.1985) (citing Peel). In enacting USERRA, Congress intended a uniform set of protections available to returning veterans in the several states and expressly forbade modification of these protections by either state law, benefit plans or contractual bargaining because it would frustrate the statutory purpose. Preemption of state law is intended in precisely those kind of circumstances. See Jones v. Rath Packing Co., 430 U.S. 519, 97 S.Ct. 1305, 51 L.Ed.2d 604 (1977) (<HOLDING>); City of Burbank v. Lockheed Terminal, Inc., Options: A. holding that the plaintiffs state law claims are preempted by federal law B. holding that those state law claims specifically related to labeling and packaging are preempted by fifra C. holding the state law claims were not preempted D. holding that subsequent congressional statute regulating registration of aliens retroactively preempted state law E. holding that a state law imposing different labeling standards for bacon and flour was preempted because it would frustrate the congressional purpose of providing direct comparisons for consumers

assistant: The best answer is E. holding that a state law imposing different labeling standards for bacon and flour was preempted because it would frustrate the congressional purpose of providing direct comparisons for consumers
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 that Executive dies during the Term of this Agreement, this Agreement shall automatically terminate on the date of Executive’s death. Upon termination due to Executive’s death pursuant to this Section 7(b), Executive’s estate shall be entitled to: (i) continuing payment of Executive’s base salary described in Section 5(a) and as of the Termination Date through the Termination Date and for a period of six (6) months following the Termination Date; (ii) if not previously paid prior to the Termination Date, incentive based compensation as described in Section 5(b) of this Agreement for the year prior to the Fiscal Year in which the Termination Date occurs; (iii) accrued but unused PTO through the Termination Date; (iv) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement; (v) if not previously paid prior to the Termination Date, a prorated share of the incentive based compensation described in Section 5(b) for the Fiscal Year in which the Termination Date occurs, payable in accordance with such Section; and (vi) continuing medical benefits as set forth in Section 5(e) herein. In addition, in the event of Executive’s death, any Award (as that term is defined in the EIP) granted to Executive pursuant to the EIP shall become immediately and fully vested.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of the Lenders and the L/C Issuers hereby irrevocably appoints Royal Bank to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than Sections 9.07 and 9.09 ) are solely for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

assistant: Modifications
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: to enter a judgment pursuant to a confession of judgment as long as subject-matter jurisdiction exists and the confession 'of judgment was voluntarily, knowingly and intelligently made.” LOL Fin. Co. v. Carrigan, No. 0:16-CV-000651(SRN/TNL), 2016 WL 4154339, at *2 (D. Minn. Aug. 5, 2016); Orlando Residence, Ltd. v. Nelson, 565. Fed.Appx. 212, 222 (4th Cir. 2014) (“Federal courts have the power to enter confession judgments, as has been recog-; nized by courts time and again.”); Nat’l Leasing Corp. v. Williams, 80 F.R.D. 416, 418 (W.D. Pa. 1978) (“There is no legal prohibition against entering judgment by confession in a court of the United States, if federal jurisdiction exists.”);' see also D.H. Overmyer Co., Inc. v. Frick Co., 405 U.S. 174, 185, 92 S.Ct. 775, 31 L.Ed.2d 124 (1972) (<HOLDING>); Alland v. Consumers Credit Corp., 476 F.2d Options: A. holding ultimately that there was no edwards violation and that the waiver of counsel was valid because holman did not confess until the next day and the totality of the circumstances showed that the confession was voluntary and knowing and intelligent B. holding that an ijs failure to obtain a knowing and voluntary waiver of the right to counsel from a pro se petitioner is a due process violation C. holding that a confession of judgment provision is not per se unconstitutional and may be valid where the confession was voluntary knowing and intelligently made D. holding that plain error review is appropriate unless there is some evidence that the defendant made a knowing and voluntary waiver of a particular argument E. holding that such any and all language is per se unconstitutional for lack of particularity

assistant: The best answer is C. holding that a confession of judgment provision is not per se unconstitutional and may be valid where the confession was voluntary knowing and intelligently made
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sale and Servicing Agreement ”) among Drive Auto Receivables Trust 2019-1, Santander Consumer, as Servicer, the Purchaser, as Seller, and Wilmington Trust, National Association, a national banking association, as Indenture Trustee, which also contains rules as to usage that are applicable herein.

assistant: Definitions
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 notices, reports and other communications given pursuant to this Agreement shall be in writing and shall be (i) sent by e-mail or (ii) accomplished by any other method agreed upon by the parties hereto in writing. Notice given in any other manner shall be effective when received by the addressee or its agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall have an initial term commencing on April 1, 2011 and ending April 30, 2013 (“Initial Term”). This Agreement shall renew from year-to-year thereafter for successive one-year renewal terms unless either party provides the other with written notice of non-renewal not less than one hundred and twenty (120) calendar days prior to expiration of the then current term.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 362 U.S. 327 80 S.Ct. 737 4 L.Ed.2d 766 UNION PACIFIC RAILROAD CO., Appellant,v.UNITED STATES of America. No. 98. Argued March 23, 1960. Decided April 4, 1960. Mr. Elmer B. Collins, Omaha, Neb., for appellant. Mr. John G. Laughlin, Washington, D.C., for appellee. PER CURIAM. 1 Appellant, along with other railroads, has for years engaged in the 'roller lumber traffic' by performing intentionally delayed service in the transportation of lumber from the West Coast to market. Six roads so engaged have filed tariffs covering such services at the same rate as their fast freight, and the Interstate Commerce Commission now has such tariffs under investigation and consideration. Appellant, however, has refused to file a tariff covering such service but continues to handle roller lumber traffic on the same tariff as its fast freight. 2 The United States, at the instance of the Interstate Commerce Commission, sought and obtained a permanent injunction restraining appellant from performing its roller lumber traffic service until it publishes and files a tariff covering the same. The District Court found that appellant renders a 14-day delayed lumber service over a route ordinarily requiring from two to four days. The delay is accomplished by the holding of cars on sidings at certain points on its trunk lines awaiting diversion orders to move the shipment forward over the railroad's regular service. This affords the shipper additional time to find a market for the lumber while it is in transit. This service, the District Court found, (173 F.Supp. 401) incurred additional 'operational problems and costs' for appellant, including switching, siding, storage and 'per diem cost for the use of foreign cars' not present in its fast freight service and not included in its published tariff. We agree with the District Court that such delayed service constitutes the furnishing of additional 'privileges or facilities' under § 6(7) of the Interstate Commerce Act, 49 U.S.C.A. § 6(7), and, therefore, must be published and filed in its tariff. 49 U.S.C. § 6(1), 49 U.S.C.A. § 6(1). See Turner, Dennis & Lowry Lumber Co. v. Chicago, M. & St. P.R. Co., 1926, 271 U.S. 259, 262, 46 S.Ct. 530, 531, 70 L.Ed. 934. 3 If and when appellant publishes and files such a tariff, as other roads have already done, the Commission can then consider the reasonableness and justness of appellant's service in the light of that rate, giving due regard to any unjust or unreasonable preferences or advantages that might result to shippers or other roads should the same not be approved. 4 Affirmed.

assistant: 8
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, the Ancillary Documents and the Amended and Restated Omnibus Agreement supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement. To the extent that there is any conflict between the Ancillary Documents and this Agreement, this Agreement shall prevail.

assistant: Integration
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: district] plan at issue — The parties’ dispute as to this Court’s jurisdiction centers [instead] on whether the Wilmington .plan is a ‘governmental plan’ within the meaning of ERISA and therefore is.exempt....”). For example, in Weiner, the Sixth Circuit examined whether it had subject-matter jurisdiction over an ERISA appeal involving the Portage County Benefit Plan and the City of Barberton Health Benefit Plan. Weiner, 108 F.3d at 88-89. There, the court agreed that these governmental plans qualified as “employee benefit plans” within the meaning of ERISA but nevertheless fell outside of the Act’s coverage due to the governmental plan exclusion from 29 U.S.C. § 1003(b)(1). See id. at 89-90.& n.3 (“[A] plan may be an ‘employee benefit plan’ and th F.Supp.2d 443, 445-47 (D.Vt.1999) (<HOLDING>); Garvey v. Ruch Prudential HMO, Inc., No. 96 C Options: A. holding that healthcare plan established by the state of vermont for eligible employees qualified for governmental plan exclusion B. holding that plan language giving plan administrator power to determine which employees are eligible to participate in the plan and providing all parties dealing with the plan an interpretation of plan provisions on request indicates deferential standard of review of trustee eligibility decisions C. holding that a group benefits policy purchased by the city for employees was a governmental plan even though the plan was offered and administered by a private insurer D. holding that disability plan established by state university for benefit of employees qualified for governmental plan exclusion E. holding that county governments healthcare plan qualified for governmental plan exclusion

assistant: The best answer is A. holding that healthcare plan established by the state of vermont for eligible employees qualified for governmental plan exclusion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On or prior to the First Placement Notice Date and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) and for which no waiver is applicable, the Company shall cause to be furnished to Leerink (i) the written opinions of NLO, counsel for the Company with respect to intellectual property matters, and the written opinions of Uexküll & Stolberg, counsel for the Company with respect to intellectual property matters, or in each case such other intellectual property counsel satisfactory to Leerink (together, “ Intellectual Property Counsel ”), and (ii) the written opinion of Van Campen Liem, Dutch tax counsel for the Company, or in each case such other tax counsel satisfactory to Leerink (“ Tax Counsel ”), in each case in form and substance satisfactory to Leerink and its counsel, dated the date that the opinion letter is required to be delivered, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided , however , that in lieu of such opinions for subsequent Representation Dates, Intellectual Property Counsel and Tax Counsel may furnish Leerink with a letter to the effect that Leerink may rely on a prior opinion letter delivered under this Section 7(o) to the same extent as if it were dated the date of such opinion letter (except that statements in such prior opinion letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date).

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: The Pledgor shall at any time and from time to time, at its own cost and expense, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request in writing, in order to perfect and protect any Lien granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

assistant: Further Assurances
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: Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the 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 case excerpt and choose the best holding from the options. Case excerpt: action — particularly in that the burden of initiating the forfeiture proceedings, as well as the burden of proof in those proceedings, is on the Property Clerk. Hyne, 557 N.Y.S.2d at 245. Further, to find that these procedures otherwise violate due process of law would be to overturn Judge Lasker’s seventeen-year-old order — an order which has been scrutinized by the Second Circuit and declared to be “constitutionally valid.” The opinion of the Second Circuit in Butler is binding upon this court; and plaintiff h nctive requirements that a bill of attainder: (1) specify the affected persons; (2) inflict punishment; and (3) fail to provide for a judicial trial. Selective Service v. Minnesota Public Interest Research Group, 468 U.S. 841, 847, 104 S.Ct. 3348, 3352, 82 L.Ed.2d 632 (1984) (<HOLDING>). Section 14-140 of the Administrative Code Options: A. holding that denial of federal financial aid to male students who fail to register for draft does not constitute bill of attainder B. holding that a purely financial exaction does not constitute a taking C. holding that probation does not constitute a sentence D. holding that the failure to completely disentangle the parties financial affairs does not constitute an abuse of discretion E. holding that the defendant school officials did not create the students danger or increase their risk of harm where female students were physically verbally and sexually molested by male students in a unisex bathroom and in a darkroom

assistant: The best answer is A. holding that denial of federal financial aid to male students who fail to register for draft does not constitute bill of attainder
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 any number of counterparts, and by the parties hereto in separate counterparts each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same 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: Seventh Circuit Courts of Appeal, and lower courts in the Sixth and Ninth Circuits have also formd similar claims cognizable in the face of budget reduction defenses. Rateree v. Rockett, 630 F.Supp. 763, 772-73 (N.D.Ill.1986) (denying motion to dismiss § 1983 claim against city for alleged politically motivated budget cuts eliminating plaintiffs’ positions), aff'd, 852 F.2d 946 (7th Cir.1988); Aitchison v. Raffiani, 708 F.2d 96, 99-100 (3d Cir.1983) (substantively recognizing claim against municipality for ordinance abolishing plaintiffs position, but dismissing complaint on statute of limitations grounds); Lupo v. Voinovich, 858 F.Supp. 699, 703-04 (S.D.Ohio 1994) (upholding claim of politically motivated abolishment of position); Rabkin v. Dean, 856 F.Supp. 543, 548-49 (N.D.Cal.1994) (<HOLDING>). The defendants’ attempt to distinguish Elrod Options: A. holding allegation that false affidavit was basis for arrest warrant is sufficient to state 1983 fourth amendment claim against affiant officer B. holding an allegation of damages is a necessary element of any claim under 2605 C. recognizing that allegation of state action is a necessary element of a 1983 claim D. recognizing allegation of politically motivated legislated salary reduction against city E. holding that similar language provided a sufficient general jurisdiction allegation

assistant: The best answer is D. recognizing allegation of politically motivated legislated salary reduction against city
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a Fifth Amendment due process claim of ineffective assistance of counsel. The BIA denied the motion to reopen. Petitioners petition for review. We have jurisdiction to review the petitioners’ due process challenge. See REAL ID Act of 2005, 8 U.S.C. § 1252; Sotelo v. Gonzales, 430 F.3d 968, 970 (9th Cir.2005). In order to grant the relief requested by the petitioners’ claim of ineffective assistance of counsel we must find both deficient performance by the petitioners’ counsel and prejudice. Rojas-Garcia v. Ashcroft, 339 F.3d 814, 826 (9th Cir.2003). Even if we were to hold that counsel provided deficient performance, see Escobar-Grijalva v. INS, 206 F.3d 1331, 1335 (9th Cir.2000), we deny the petition because petitioners are unable to show prejudice. See Rojas-Garcia, 339 F.3d at 827 (<HOLDING>). The evidence presented in petitioners’ motion Options: A. holding that to show prejudice in a claim of ineffective assistance of appellate counsel the petitioner must show a reasonable probability that but for counsels errors the result of the proceeding would have been different B. holding that a deportation proceeding commenced after an order to show cause issued C. holding that to show prejudice petitioners must show that the bia could plausibly have determined that they met the eligibility requirements of suspension of deportation D. holding that where the minimal requirements of due process have been met an inmate must show prejudice when a particular regulation is not complied with before a federal court will intervene E. holding petitioner must show prejudice to prevail on due process claim

assistant: The best answer is C. holding that to show prejudice petitioners must show that the bia could plausibly have determined that they met the eligibility requirements of suspension of deportation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire agreement of the Parties in relation to its subject matter. Any appendices and schedules to this Agreement shall form a part thereof. This Agreement may only be amended or supplemented in writing, by way of a document signed by (the authorised representatives of) all Parties. For the avoidance of doubt, each of the License Agreement, dated April 20, 2015, and the Sponsored Research Agreement, dated June 30, 2015, previously executed by the Parties remains in full force and effect in accordance with their respective terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court found, Frison was actively involved at his market, continually reminded his vendors that he was in charge, and even involved himself in regulating the prices of counterfeit goods. Frison’s attempt to carve out a niche for the truly passive landlord is unavailing on the facts of this case. Even if Frison had been a less active landlord, a person of ordinary intelligence would reasonably understand that intentionally selling counterfeit products at a flea market, or willfully infringing copyrighted works at the market for financial gain, could result in criminal liability, and that intentionally aiding and abetting such conduct could result in the same. See United States v. White, 882 F.2d 250, 252 (7th Cir. 1989) (citing Knutson v. Brewer, 619 F.2d 747, 750 (8th Cir. 1980)) (<HOLDING>). Frison makes no meaningful argument Options: A. holding that the victims negligence is not a defense to criminal conduct B. holding that it is not enough that the defendant has acted with an intent that is tortious malicious or even criminal or that he has intended to inflict emotional distress the conduct itself must be extreme and outrageous C. holding that in a fifth amendment challenge pjrovided that conduct is of a sort widely known among the lay public to be criminal a person is not entitled to clear notice that the conduct violates a particular criminal statute it is enough that he knows that what he is about to do is probably or certainly criminal D. holding that when an officer has reasonable suspicion that a probationer who is already subject to a search condition pursuant to his probation agreement is engaged in criminal activity then there is enough likelihood that criminal conduct is occurring that an intrusion on the probationers privacy interests is reasonable E. recognizing that when an informant is shown to be right about some things he is probably right about other facts that he has alleged including the claim that the object of the tip is engaged in criminal activity

assistant: The best answer is C. holding that in a fifth amendment challenge pjrovided that conduct is of a sort widely known among the lay public to be criminal a person is not entitled to clear notice that the conduct violates a particular criminal statute it is enough that he knows that what he is about to do is probably or certainly criminal
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 Enstar and the Retrocessionaire has (or will have in the case of the Retrocessionaire) the requisite corporate (or other organizational) power and authority to enter into the Transaction Agreements to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery by Enstar and the Retrocessionaire of the respective Transaction Agreements to which they are a party and the consummation by Enstar and the Retrocessionaire of the respective transactions contemplated thereby have been and, with respect to the Transaction Agreements to which it is a party to be executed and delivered at Closing, will be duly authorized by all necessary corporate or other organizational action on the part of Enstar and the Retrocessionaire. Each of the Transaction Agreements has been or, with respect to the Transaction Agreements to be executed and delivered at the Closing, will be duly executed and delivered by Enstar and the Retrocessionaire as applicable and, assuming the Transaction Agreements constitute valid and binding agreements of the other parties thereto (other than Enstar and the Retrocessionaire), constitute valid and binding obligations of Enstar and the Retrocessionaire, enforceable against Enstar and the Retrocessionaire in accordance with their terms, subject to the Enforceability Exceptions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided herein (including Section 6.01 hereof), all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

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: effect of delay in treatment.... [consequently, delay in medical treatment must be interpreted in the context of the seriousness of the medical need, deciding whether the delay worsened the medical condition, and considering the reason for delay”) (emphasis in original). For example, the failure to provide treatment for an otherwise insignificant wound may violate the Eighth Amendment if the wound develops signs of infection, creating a substantial risk of injury in the absence of appropriate medical treatment. See Chance, 143 F.3d at 702. Such risks may be absent, however, although an inmate suffers from an admittedly serious medical condition such as HIV, where the alleged lapses in treatment are minor and inconsequential. Cf. Evans v. Bonner, 196 F.Supp.2d 252, 256 (E.D.N.Y.2002) (<HOLDING>). We therefore conclude, given the facts of Options: A. holding that the first amendment does not by itself give rise to a cause of action for damages B. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation C. holding that failure to record an assignment does not give rise to a cause of action D. holding that in order to state a violation of the eighth amendment an inmate must demonstrate that prison officials showed deliberate indifference to serious medical needs E. holding that untimely provision of medication to hivpositive in mate did not cause sufficiently serious injury to give rise to an eighth amendment violation

assistant: The best answer is E. holding that untimely provision of medication to hivpositive in mate did not cause sufficiently serious injury to give rise to an eighth amendment violation