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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: between one or more plaintiffs and defendants, the correct judgment cannot be determined; it varies depending on which particular plaintiffs and defendants the jury finds liable. 8 . The Deed Restrictions provide: Be It Resolved: That the restrictions and covenants hereinafter set out shall be, and the same are, made applicable to Section 8 of Tangle-wood ... the plat of which was filed in the office of the County Clerk, in Harris Cou Servs., Inc., 418 S.W.3d 132, 142-43 (Tex.App.-Eastland 2012, no pet.) (summarily affirming award of attorney’s fees under the Declaratory Judgments Act in lawsuit brought pursuant to statute authorizing recovery of attorney’s fees); Indian Beach Prop. Owners Ass'n v. Linden, 222 S.W.3d 682, 702, 705-07 (Tex.App.-Houston [1st Dist.] 2007, no pet.) (<HOLDING>). 13 . This conclusion does not mean that Options: A. recognizing that a party can obtain declaratory relief but still not be entitled to an award of attorneys fees under the declaratory judgments act B. holding attorneys fees waived in lawsuit brought under declaratory judgments act to interpret statute C. holding award of attorneys fees to defendants under the declaratory judgments act was proper because recovery of fees was separately authorized by section 5006a of the texas property code D. holding proper basis for award of fees E. holding property owner not entitled to award of attorneys fees under declaratory judgments act because his declaratory judgment counterclaim did not present any issues beyond the homeowners associations cause of action

assistant: The best answer is C. holding award of attorneys fees to defendants under the declaratory judgments act was proper because recovery of fees was separately authorized by section 5006a of the texas property code
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it is inconsistent with the public interest or detrimental to the common good.” Vasquez, supra, 83 N.J. at 98, 415 A.2d 1156 (citation omitted). That is true whether the contract violates a statutory or common-law duty. The common law is not an inferior kind of law, as is suggested by the Court’s opinion today. The Legislature may enact a statute that alters or overrides the common law, but until such time the common law holds no lesser status than a statute when it commands that a duty be obeyed. In the past, this Court has struck down exculpatory clauses that violated public policy, expressed either in the common law or a statute, particularly when there was inequality in bargaining power between the parties to the contract. See, e.g., Hojnowski, supra, 187 N.J. at 338, 901 A.2d 381 (<HOLDING>); Carvalho, supra, 143 N.J. at 569, 578-79, 675 Options: A. holding that a release of such claims or other matters arising from the beginning of time to the date of execution of this agreement did not protect the defendant from liability arising from unconstitutional conduct that occurred after the agreements execution B. holding that a parents execution of a preinjury release of a minors future tort claims arising out of the use of a commercial recreational facility is unenforceable C. holding that tort claims arising out of the manner in which a benefit claim is handled are preempted by fehba D. holding unenforceable parents execution of exculpatory agreement on behalf of child E. recognizing that a sheriff as an executive officer of the state of alabama is immune under article i 14 of the alabama constitution from suit based on state law claims arising out of the execution of the duties of his office

assistant: The best answer is B. holding that a parents execution of a preinjury release of a minors future tort claims arising out of the use of a commercial recreational facility is unenforceable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee acknowledges and agrees that this Agreement does not create an employment contract with the Company for any term, nor does it in any way limit the Company’s right to otherwise terminate Employee’s employment. Any change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: stated: It is virtually impossible to resolve this dilemma on purely linguistic grounds. The ambiguity makes either the reading urged by the Plaintiff or by the Defendant possible. However, to accept Ethicon’s interpretation we must believe that the PTO, in reissuing the Fox Patent, intended to significantly expand the scope of that patent. Ethicon v. U.S. Surgical, 855 F.Supp. at 1514-15. At our recent hearing we were able to take a much closer look at the file history and from this we were convinced that the PTO did not intend to grant sweeping new scope in reissuing the Fox Patent. Initially, we must recognize that new Claim 24 must be understood in light of the other claims and the entire file history of the Fox invention. See Uniroyal, Inc. v. Rudkin-Wiley Corp., 837 F.2d at 1056 (<HOLDING>). Therefore, the terms used in Claim 24 must be Options: A. holding that although term was not limited by the specification it was expressly defined in a narrow manner in the prosecution history B. holding that in order to understand patent claims a court can take instruction from the other claims the specification and the prosecution history C. holding that limitations from the specification should not be read into the claims D. holding that a court can correct a patent claim for a grammatical error where the prosecution history does not suggest a different interpretation of the claims E. holding that summary judgment was improperly granted in view of the need for careful interpretation of the original and reissue claims in light of the specification the prosecution history and the alleged industry practice

assistant: The best answer is B. holding that in order to understand patent claims a court can take instruction from the other claims the specification and the prosecution history
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: 158 LE2d 225) (2004) (memorandum of Scalia, J.) (“But while friendship is a ground for recusal of a Justice where the personal fortune or the personal freedom of the friend is at issue, it has traditionally not been a ground for recusal where official action is at issue.. . .”). (c) Finally, Gude’s motion to recuse alleged that “District Attorney Paul Howard gave financial and/or other support to the campaign to elect Judge Adams.” Although a trial judge should recuse himself or herself from presiding over a case involving a party who has previously made an exceptionally-large campaign contribution, we hold that recusal is not required simply because the judge previously received any campaign contribution from a party. See Patterson v. Butler, 187 Ga. App. 740 (371 SE2d 268) (1988) (<HOLDING>). Compare Caperton v. A. T Massey Coal Co., 556 Options: A. holding that trial court did not err B. holding that the trial judge did not err by denying a motion to recuse that alleged in part that a defendant had previously worked on the judges election campaigns C. holding that where appellant moved to recuse trial judge from deciding the motion for new trial the judge of the administrative district was required to designate a judge to hear the recusal motion D. holding that action of judge assigned to hear a motion to recuse in signing an order denying the motion was not a proceeding required to be carried out from in the county seat E. holding that trial judge did not err in refusing to transfer to another judge defendants motion for substitution of judge for cause where defendants motion was not made in good faith

assistant: The best answer is B. holding that the trial judge did not err by denying a motion to recuse that alleged in part that a defendant had previously worked on the judges election campaigns
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not be obligated to issue any Common Stock pursuant to any Award granted under the Plan at any time when the shares covered by such Award have not been registered under the Securities Act and such other state and federal laws, rules, and regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules, and regulations available for the issuance and sale of such shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company and any of its Affiliates are authorized to withhold from any Award granted, or any payment relating to an Award under the Plan, including from a distribution of Common Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company, its Affiliates and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including, without limitation, the delivery of cash or cash equivalents, Common Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Common Stock through net settlement or previously owned shares, whether pursuant to an Award Agreement or otherwise, shall be approved by either a committee made up of solely two or more “non-employee directors” (within the meaning of Rule 16b-3) or the full Board. If such tax obligations are satisfied through net settlement or previously owned shares, the maximum number of shares of Common Stock that may be so withheld (or surrendered) shall be the number of shares of Common Stock that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to such Award, as determined by the Committee.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and to be regarded as atrocious, and utterly intolerable in a civilized community.’ ” Guthrie v. Conroy, 152 N.C. App. 15, 22, 567 S.E.2d 403, 408-09 (2002) (citation omitted). The determination of whether conduct rises to the level of extreme and outrageous is a question of law. Id. at 21, 567 S.E.2d at 408. The evidence presented at trial as to extreme and outrageous conduct consisted of several meetings over a course of time in which threats to Mr. Johnson were made concerning losing his job and health insurance and accusations in regard to submitting a false claim. These comments, although insulting and offensive to Mr. Johnson, do not constitute conduct which is so egregious as to go “beyond all possible bounds of decency.” See Guthrie, 152 N.C. App. at 22, 567 S.E.2d at 409 (<HOLDING>). Therefore, as a matter of law, the trial Options: A. holding that assistant principals allegedly defective investigation did not rise to the level of extreme and outrageous conduct B. holding that mere insults indignities and threats are not extreme and outrageous acts C. holding employer discipline and written and verbal criticism of employees job performance not extreme and outrageous D. holding that plaintiffs allegations of isolation ostracization and harassment campaign by the defendant merely amounted to insults indignities annoyances and petty oppressions which did not meet the strict burden required under new york law for severe emotional distress E. holding that insults harassment death threats and a beating did not compel eligibility for withholding of removal

assistant: The best answer is B. holding that mere insults indignities and threats are not extreme and outrageous acts
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 Agreement shall be held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at trial, defense counsel explained to the court that the witness was to describe the “fight or flight” response to the jury. According to defense counsel, the psychologist was prepared to testify that in some highly stressful situations, an individual’s perception of danger may impel them to “fight,” when they perceive that they are being prevented from “flight.” Additionally, the psychologist was prepared to testify that given Filomeno’s situation, his perceptions of danger were both logical and reasonable. Sustaining the State’s objection to the proffered testimony, the trial court concluded that the psychologist’s testimony attempted to put forth the defense of diminished mental capacity, a defense not recognized in Florida. See Chestnut v. State, 538 So.2d 820, 825 (Fla.1989) (<HOLDING>). The admissibility of evidence is within the Options: A. holding that parol evidence is admissible to establish a condition precedent to the existence of a contract B. holding that evidence of an impaired mental condition that does not rise to floridas definition of insanity is not admissible C. holding that evidence of impaired mental functioning is inherently mitigating and that a defendant is not required to demonstrate a nexus between his mental capacity and the crime committed D. holding that failure to record an assignment does not give rise to a cause of action E. holding that rule 35 does not permit sweeping examinations of a party who has not affirmatively put into issue his own mental or physical condition by asserting his mental or physical condition either in support of or in defense of a claim and that mere relevance to the case is insufficient

assistant: The best answer is B. holding that evidence of an impaired mental condition that does not rise to floridas definition of insanity is not admissible
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: was surrendered,” or those that “have only a peripheral relation to the reason the amendment was submitted.” Id. at 1841, 62 USPQ2d at 1712. Nor is recourse to the doctrine of equivalents foreclosed where there is “some other reason suggesting that the patentee could not reasonably be expected to have described the insubstantial substitute in question.” Id. at 1842, 62 USPQ2d at 1714. The patentee bears the burden of overcoming the presumption by “showing that the amendment does not surrender the particular equivalent in question.” Id. at 1842, 62 USPQ2d at 1713. An estoppel also may be found on the basis of arguments made during prosecution of the application to secure the allowance of claims. See Elkay Mfg. Co. v. Ebco Mfg. Co., 192 F.3d 973, 979, 52 USPQ2d 1109, 1113 (Fed.Cir.1999) (<HOLDING>); Southwall Techs., Inc. v. Cardinal IG Co., 54 Options: A. holding that evidence of the scope of a particular claim can be found on review of other claims B. holding that the scope of coverage of the claims may change if a patentee has relinquished a potential claim construction in an amendment to the claim or in an argument to overcome or distinguish a reference C. holding that in order for claim to be within scope of coverage of title insurance policy it must be specifically provided for D. holding that claim construction is an issue of law for the court not a question of fact for the jury E. holding that claim construction is a matter of law for the court to determine

assistant: The best answer is B. holding that the scope of coverage of the claims may change if a patentee has relinquished a potential claim construction in an amendment to the claim or in an argument to overcome or distinguish a reference
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: GRANTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE COLLATERAL AGENT, THE TRUSTEE AND EACH OF THEIR RELATED PERSONS (EACH, AN “ INDEMNIFIED PERSON ”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES, AND DISBURSEMENTS (INCLUDING REASONABLE ATTORNEY COSTS) OF ANY KIND OR NATURE WHATSOEVER THAT MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING THE TERMINATION, RESIGNATION, OR REPLACEMENT OF THE COLLATERAL AGENT OR THE TRUSTEE) BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY SUCH PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE INDENTURE OR ANY OTHER INDENTURE DOCUMENT OR ANY DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY ACTION TAKEN OR OMITTED BY ANY SUCH PERSON UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING WITH RESPECT TO ANY INVESTIGATION, LITIGATION, OR PROCEEDING (INCLUDING ANY INSOLVENCY PROCEEDING OR APPELLATE PROCEEDING) RELATED TO OR ARISING OUT OF THIS AGREEMENT, THE INDENTURE, THE SECURITIES OR ANY OTHER INDENTURE DOCUMENT OR THE USE OF THE PROCEEDS THEREOF, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO, INCLUDING ANY SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES AND REIMBURSEMENTS RESULTING FROM THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON (ALL THE FOREGOING, COLLECTIVELY, THE “ INDEMNIFIED LIABILITIES ”); PROVIDED THAT GRANTOR SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES RESULT PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON OR ITS RESPECTIVE AFFILIATES, AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION. THE AGREEMENTS IN THIS SECTION 8.16 SHALL SURVIVE PAYMENT OF ALL OTHER OBLIGATIONS AND ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENT.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: where permitted under the applicable law , you and headspace agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or consolidated action .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of waiver of the right to a jury trial is governed by federal, not state, law. See K.M.C. Co. v. Irving Trust Co., 757 F.2d 752, 755-56 (6th Cir. 1985). The right to a jury trial may be waived “by prior written agreement” by “the parties to a contract.” Id. at 755. In support of their contention that a contractual waiver of the right to a jury trial must be knowing and voluntary, plaintiffs cite to the Sixth Circuit’s decision in K.M.C. K.M.C. involved a contractual provision in which the plaintiff .agreed to “waive all right to a trial by jury”, and did not involve an arbitration provision or the FAA. Id. at 755. While the Sixth Circuit stated in K.M.C. that the knowing and voluntary standard was, appropriate “in this instance,” it did not base its holding on that standard. Id. at 757 (<HOLDING>). In addition, since its holding in K.M.G., the Options: A. holding that if a state case explicitly states that the state standard is more favorable to the defendant than the federal standard the federal claim is considered adjudicated below when the state standard is applied B. holding that the standard of proof for dischargeability actions is the preponderance of the evidence standard C. holding that even if the standard for waiver is clear the standard was not met D. holding that a bad faith claim must be met through the clear and convincing evidence standard E. holding that the standard for a motion for judgment on the pleadings is the same as the standard for a motion to dismiss

assistant: The best answer is C. holding that even if the standard for waiver is clear the standard was not met
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: who commits any felony has the requisite mens rea to commit first-degree murder is a legal fiction we no longer can support. In felony murder cases where the felony is a first-degree felony such a presumption is appropriate, but not where the felony is of a lesser degree. This presumption is inappropriate today for lesser-degree felonies where moral, social, and penal considerations dictate that criminal liability should be imposed according to moral culpability. Thu 494 (1958) (stating that the mere violation of a traffic safety statute is an insufficient predicate for felonious slaying, that it requires “recklessness of probable consequences of a dangerous nature, when tested by the rule of reasonable prevision”); State v. Collins, 67 Ohio St.3d 115, 616 N.E.2d 224, 226 (Ohio 1993) (<HOLDING>); Commonwealth v. Heck, 517 Pa. 192, 535 A.2d Options: A. holding that a conclusion that reasonable suspicion supported the stop of a vehicle was subsumed within the trial courts ruling that the officer had probable cause for the stop B. holding that the constitutional reasonableness of a traffic stop did not depend on the actual motivation of the officer involved as long as the officer articulated a lawful reason for the stop C. holding that the forceable stop at issue was an investigatory stop rather than an arrest D. holding that the misdemeanormanslaughter rule requires a showing of intent or the commission of an act in such a maimer as to make the killing of deceased a natural or probable result of such conduct E. holding that a minormisdemeanor such as the failure to stop at a stop sign could not be a predicate offence for misdemeanormanslaughter because it did not show the necessary intent or recklessness

assistant: The best answer is E. holding that a minormisdemeanor such as the failure to stop at a stop sign could not be a predicate offence for misdemeanormanslaughter because it did not show the necessary intent or recklessness
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: that: We have consistently held that all forms of homicide rationally supported by the evidence, whether they be lesser-included or alternative offenses, should be placed before the jury. To truncate the definitions of the murder statute and thus deny a jury the mechanism to decide which of the forms of murder has been proven is unacceptable. [Id. at 530-31, 601 A.2d 175.] That principle has been repeatedly reiterated by this Court. See Mejia, supra, 141 N.J. at 484, 662 A.2d 308 (noting that a capital “jury must be given every opportunity to convict of the charge not carrying the death penalty” and disapproving of a sequential charge) (quoting John M. Cannel, New Jersey Criminal Code, Annotated, comment 13 to N.J.S.A. 2C:1-8(e) (1994)); Dixon, supra, 125 N.J. at 256, 593 A.2d 266 (<HOLDING>). The Court today finds that the error did not Options: A. holding that where the writings on file were insufficient to constitute an effective charge a charge had not been effectively filed despite the fact that the eeoc had assigned the case a charge number B. holding that the felonymurder charge must be submitted to the jury in a capital case where the evidence clearly indicates the appropriateness of the charge C. holding that whether a jury charge comments on weight of evidence is determined by looking at the jury charge as a whole not isolated statements D. holding that the constitutional guarantee of a right to trial by jury includes the right to a complete and correct charge of the law so that each issue of fact raised by the evidence will be submitted to the jury on proper instructions E. holding that statutory references in charge did not cure the omission of essential elements in the challenged counts of the charge

assistant: The best answer is B. holding that the felonymurder charge must be submitted to the jury in a capital case where the evidence clearly indicates the appropriateness of the charge
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that this Agreement will be governed and construed by and in accordance with the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretations and enforcement of this Agreement and the transactions completed hereunder shall be commenced exclusively in the state and Federal courts sitting in New York County. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of the State of New York for the adjudication of any dispute hereunder or in connection herewith.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to become a member you need to go to the relevant section of the products , then submit your email address to us , and create a username and password to be used in conjunction with that email address .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which come as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, each L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the net proceeds from the sale of the Shares and Warrants pursuant to the Subscription Agreements for working capital purposes, including the payment of bank debt and payment of trade payables, and shall not use such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litigation or (c) in violation of FCPA or OFAC regulations .

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 legal provision and list the applicable contract clause categories. Provision: This Agreement will become effective on the CDOA Effective Date and, unless earlier terminated pursuant to Section 7.2, 7.3, 7.4 or 7.5, will expire on the earlier of (a) the expiration of the Option Period if Medgenics does not exercise the Option or (b) the License Agreement Effective Date if Medgenics does exercise the Option (the “ CDOA 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 case excerpt and choose the best holding from the options. Case excerpt: considered, and rejected, the inclusion of the Commission’s “additional employees” in the SPMS. At one point in its drafting, Maryland House Bill 1121 of 1997 included a new subsection that would have explicitly placed BR § ll-207(a) additional employees in “the Skilled Service of the State Personnel Management System.” H.D. 1121 § 1 (Md.1997). Although the addition of such a subsection would certainly have settled the question, its rejection does not lead to as clear an answer. Indeed, we think that to read such a rejected amendment as an exception of the Commission’s “additional employees” from the SPMS is to reach far beyond the canons of statutory construction as they have been applied in Maryland. See Amalgamated Cas. Ins. Co. v. Helms, 239 Md. 529, 535-36, 212 A.2d 311 (1965) (<HOLDING>); see also State Ins. Comm’r v. Nationwide Mut. Options: A. holding that a court may not rewrite the statute to insert an additional requirement not placed there by the legislature B. holding that the dominant rule to be observed in construction of statute is to give effect to intention of legislature C. holding that the court may not under the guise of statutory construction rewrite a statutory provision D. holding that the rule of strict construction does not require the court to assign the narrowest possible interpretation to the statute E. holding that the courts in the absence of ambiguity should as a general rule confine themselves to a construction of a statute as written and not attempt under the guise of construction to supply omissions or remedy possible defects in the statute or to insert exceptions not made by the legislature

assistant: The best answer is E. holding that the courts in the absence of ambiguity should as a general rule confine themselves to a construction of a statute as written and not attempt under the guise of construction to supply omissions or remedy possible defects in the statute or to insert exceptions not made by the legislature
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 Assignment shall be binding upon, extend to, and inure to the benefit of the heirs, successors, and assigns of the parties hereto, to the officers, directors, employees, partners, agents and representatives of the parties hereto, and to all persons or entities claiming by, through, or under any of the parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Thus, class action treatment is warranted under Rule 23(b)(2). Moreover, the class is maintainable under Rule 23(b)(3) because “questions of law or fact common to the members of the class predominate over any questions affecting only individual members” and that the class action vehicle is the “superior” method to adjudicate this dispute. Fed. R. Civ. P. 23(b)(3). The factual and legal issues involved are identical because each member of the proposed class received substantially similar letters from the defendant. See Amchem Prods. v. Windsor, 521 U.S. 591, 625, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997)(“predominance is a test readily met in certain cases alleging consumer or securities fraud or violations of the antitrust laws”); Fry v. Hayt, 198 F.R.D. 461, 470 (E.D.Pa.2000)(Robreno, J.)(<HOLDING>). While individual questions may arise in the Options: A. holding common questions of fact and law predominated where defendant sent nearly the exact same debt collection letter to all the plaintiffs B. holding that where the defendant obtained a nondefaulted debt under the mistaken belief that the debt was in default and where the defendants subsequent collection activities were based on that mistaken belief the defendant was a debt collector for purposes of the fdcpa C. holding that a letter to an opposing party was a paper for purposes of frcp rule 11 where the attorney writing the letter sent a copy to the presiding judge in the case D. holding that individualized questions concerning the defendants responsibility for diminished sales prices of class members bonds predominated over any common questions rendering class certification inappropriate E. holding that a creditor could be liable for the misrepresentations in a letter mailed by a collection agency hired to send the letter

assistant: The best answer is A. holding common questions of fact and law predominated where defendant sent nearly the exact same debt collection letter to all the plaintiffs
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 Participant hereby agrees, during the Participant’s employment with the Company and thereafter, not to defame or disparage the Company, its affiliates, and their respective directors, members, officers, or employees, and the Company hereby agrees, during the Participant’s employment with the Company and thereafter, to prevent the then-current members of the Board from defaming or disparaging the Participant. The Participant hereby agrees to reasonably cooperate with the Company in refuting any defamatory or disparaging remarks by any third party made in respect of the Company or its affiliates or their directors, members, officers, or employees. The Company hereby agrees to reasonably cooperate with the Participant in refuting any defamatory or disparaging remarks made by any third party in respect of the Participant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or defamation-type harm. See Baggs v. Eagle-Picher Indus., Inc., 957 F.2d 268, 273 (6th Cir.1992) (acknowledging that a statement is defamatory under Michigan law “if it tends ... to harm the reputation of another”). We thus conclude that, regardless of how Compuware phrases the relief sought, its only injuries are defamation-type harm resulting from Moody’s publication of protected speech, and application of the actual-malice standard to Compuware’s breach of contract claim is appropriate. Cf. Cohen, 501 U.S. at 671, 111 S.Ct. 2513 (finding that a plaintiff who asserted a promissory estoppel claim was not attempting to avoid the actual-malice standard because he was “not seeking damages for injury to his reputation or his state of mind”); Food Lion, 194 F.3d at 522-24 (4th Cir.1999) (<HOLDING>). At base, the lack of a contractual injury Options: A. recognizing that where a plaintiff failed to perform because of the defendants breach the plaintiff could recover damages caused by the defendants breach B. holding that a defamation claim is a personal injury tort claim C. holding that a plaintiff could not recover defamationtype damages from the defendants publication without satisfying the stricter standards of a defamation claim D. holding that a plaintiff could recover actual damages under the tcpa for loss of credit if the plaintiff submitted sufficient proof of the amount damages requested E. holding for defamation per se claims plaintiff is entitled to recover at a minimum nominal damages

assistant: The best answer is C. holding that a plaintiff could not recover defamationtype damages from the defendants publication without satisfying the stricter standards of a defamation claim
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: conduct.” McCray v. Maryland, 456 F.2d 1, 3 (4th Cir.1972); see Forrester, 484 U.S. at 224, 108 S.Ct. at 542, 98 L.Ed.2d at 563 (discussing the analysis of the immunity shield and noting that “we examine the nature of the functions with which a particular official or class of officials has been lawfully entrusted, and we seek to evaluate the effect that exposure to particular forms of liability would likely have on the appropriate exercise of those functions”). Similarly, it has been observed that affording immunity to individuals considered to be judicial officers serves the purpose for which the concept of judicial immunity was created, namely that individuals who are “necessary to the proper administration of justice” are given protection. Gill, 352 Md. at 762, 724 A.2d at 92 (<HOLDING>). The critical determination to be made in this Options: A. holding that the summary rejection of a witness as noncredible is prejudicial and the proper administration of justice requires more B. holding that the plaintiff was entitled to conclude that the district court regarded the motion as timely this being the case unique circumstances exist requiring that her motion be regarded as effectively terminating the running of the time for appeal C. holding that the extension of judicial immunity to witnesses attorneys and parties was regarded by us as necessary to the proper administration of justice D. holding that material for witnesses need not be produced to defendant where the witnesses were not called as government witnesses at trial E. holding that where the plaintiffs copyright infringement claim was without a reasonable legal basis an award of attorneys fees to the defendants was a proper exercise of judicial discretion

assistant: The best answer is C. holding that the extension of judicial immunity to witnesses attorneys and parties was regarded by us as necessary to the proper administration of justice
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 the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each of the Purchasers, severally and not jointly, agrees to purchase, an aggregate of up to Four Million Seven Hundred and Fifty Thousand Dollars ($4,750,000) of principal amount of Notes representing such Purchaser's Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a) (such purchase and sale being the " Closing "). Each Purchaser shall deliver to the Escrow Agent such Purchaser's Subscription Amount by wire transfer of immediately available funds, and the Company shall deliver to the Closing Document Escrow Agent each Purchaser's respective Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Closing Date shall occur on or before June 30, 2017 (" Termination Date "). If the Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds to be returned, without interest or deduction to each prospective Purchaser. Notwithstanding anything to the contrary herein, the Notes shall not be convertible until such time as the Company receives the required approvals by the NASDAQ Capital Market for the issuance and listing of the Securities, including the approval of its Listing of Additional Shares Application related to the Securities (such approval, " NASDAQ Approval "), which the Purchaser understands may require the approval of the Offering by the Company's shareholders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Optionee with respect to the Option without the Optionee’s consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (for which the Co-Borrowers shall not be responsible); provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 6.11 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds for: (a) the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) the redemption of any Common Stock or Common Stock equivalents or (c) the payment for expenses connected with any investigations or potential litigation or litigation and/or any settlement of any litigation.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: as part of building the xbox services community , you grant to microsoft , its affiliates and sublicensees a free and worldwide right to use , modify , reproduce , distribute , and display your content or your name , gamertag , motto , or avatar that you posted for any xbox services .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and terminates and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the terms of Executive’s employment or severance arrangements. The parties agree that this Agreement shall be interpreted at all times in a manner compliant with Code Section 409A, including (without limitation) the requirement that if Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then any payment under this Agreement which is subject to Code Section 409A and which is payable by reason of Executive’s separation from service shall not be paid before the date which is six (6) months after the Executive’s separation from service (or, if earlier, Executive’s date of death).

assistant: Entire Agreements