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: venue as to a nonresident co-defendant would vanish and the court would lose personal jurisdiction over the remaining nonresident co-defendant. Ross v. Battle, 117 Ga. 877, 880, 45 S.E. 252, 254 (1903). Defendant argues that the Final Judgment cannot be enforced against him, and that plaintiff should be required to reassert her now eighteen-year-old claim, although defendant argues that the reasserted claims would be barred by the statute of limitations. Defendant’s argument is without merit. The defenses of lack of personal jurisdiction and venue are waived as a matter of law if not raised “at the earliest opportunity.” See Euler-Siac S.P.A. v. Drama Marble Co., 274 Ga.App. 252, 254-55, 617 S.E.2d 203, 206 (2005); Maalouf v. Knight, 237 Ga.App. 509, 510, 515 S.E.2d 650, 652 (1999) (<HOLDING>); McDonough Contractors, Inc. v. Martin & Options: A. holding that sudden emergency is an affirmative defense which must be specifically plead B. holding that the defense of lack of venue must be made at the earliest opportunity to plead or it is waived C. holding that defendants waived defense of personal staff exception to title vii by failing to plead same D. holding that the plaintiff waived an objection to the defendants failure to plead qualified immunity as an affirmative defense E. recognizing that mitigation of damages is an affirmative defense a party must plead and prove

assistant: The best answer is B. holding that the defense of lack of venue must be made at the earliest opportunity to plead or it is waived
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 Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by means of facsimile or electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

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: that a remand is necessary to give Kilpper an additional opportunity to assert his defenses with sufficient specificity to meet the requirements of Civil Rule 77(c)(2). If Kilpper offers defenses on remand that entitle him to a hearing under Rule 77(e)(2), the court should grant his request for a hearing. III. CONCLUSION For the foregoing reasons, we REMAND this case for further proceedings. 1 . We use a pseudonym for the name of the child. 2 . AS 25.27.120 authorized CSED to claim reimbursement from Kilpper. 3 . Guin v. Ha, 591 P.2d 1281, 1284 n. 6 (Alaska 1979). 4 . Id. 5 . Arnett v. Baskous, 856 P.2d 790, 791 n. 1 (Alaska 1993). 6 . See Sea Lion Corp. v. Air Logistics of Alaska, Inc., 787 P.2d 109, 115 (Alaska 1990). 7 . See Ferguson v. State, CSED, 977 P.2d 95, 98-103 (Alaska 1999) (<HOLDING>); State, CSED v. Wetherelt, 931 P.2d 383, 388 Options: A. holding that reasonable reliance upon the old rule is an important factor supporting prospective application of the new rule B. holding that injunctive relief was unwarranted when the jurys award already included prospective relief C. holding that the eleventh amendment precludes an award of injunctive or declaratory relief that is not prospective in nature D. holding that eleventh amendment does not bar federal suit against state official for prospective injunctive relief E. holding that rule 60b5 offers only prospective relief

assistant: The best answer is E. holding that rule 60b5 offers only prospective relief
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: rule.” Id. (citing United States v. Brookins, 614 F.2d 1037, 1042 n. 2, 1044-49 (5th Cir.1980); United States v. Wilson, 671 F.2d 1291, 1294 (11th Cir.1982); Brewer v. Williams, 430 U.S. 387, 406 n. 12, 97 S.Ct. 1232, 1243 n. 12, 51 L.Ed.2d 424 (1977)). Furthermore, we have recognized “several factors which are relevant to determining whether the defendant’s behavior was a product of the illegal police action.” Id. at 1015. These “include the temporal proximity of the arrest and the defendant’s response, the presence or absence of intervening circumstances, and the purpose and flagrancy of the official misconduct.” Id. (citing Dunaway, 442 U.S. at 218, 99 S.Ct. at 2259; Brown v. Illinois, 422 U.S. 590, 603-04, 95 S.Ct. 2254, 2261-62, 45 L.Ed.2d 416 (1975)). Here, wh th Cir.1966) (<HOLDING>). Although the Government does not argue which Options: A. holding incriminating statements defendant made when police officers questioned him regarding heroin the officers found during an unlawful search of defendants house were fruit of the poisonous tree B. holding evidence found pursuant to warrant based on probable cause provided by prior illegal entry was inadmissible as fruit of the poisonous tree C. holding that evidence that would not have been obtained but for an unlawful search must be excluded as fruit of the poisonous tree D. holding incriminating statements defendant made after a detective questioned defendant about serial numbers the detective had obtained during an unlawful search of a stolen car were fruit of the poisonous tree E. holding that if police conduct unconstitutional searches that acquire information used to obtain a search warrant then evidence seized during the later search conducted pursuant to warrant would be inadmissible as fruit of the poisonous tree

assistant: The best answer is D. holding incriminating statements defendant made after a detective questioned defendant about serial numbers the detective had obtained during an unlawful search of a stolen car were fruit of the poisonous tree
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 Commitment Letter will be of no force and effect unless executed by each Commitment Party and a counterpart hereof is accepted and agreed to by the Company and, as so accepted and agreed to, received by each Commitment Party by 11:59 p.m. (Central time) on December 19, 2016, together with the Fee Letters as duly authorized, executed and delivered by the Company, provided that the Lead Arranger Fee Letter shall only be delivered to the Lead Arranger and the Administrative Agent Fee Letter shall only be delivered to the Administrative Agent. The commitment of each Commitment Party under this Commitment Letter, if accepted and agreed to by the Company as provided in the immediately preceding sentence, will terminate upon the earliest of (i) 5:00 p.m. on June 30, 2017 unless the Closing Date occurs on or prior thereto, (ii) the closing of the Acquisition without the closing of the Term Loan Facility, or (iii) the valid termination of the Acquisition Agreement; provided that the termination of any commitment or this Commitment Letter pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this Commitment Letter that occurred prior to any such termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the rights and obligations described herein will terminate and be of no further force or effect upon the earliest to occur of: (a) the conversion or cancellation of the Note; (b) the transfer of the Note without the written consent of the Company to a third party that is not an affiliate of the Holders; (c) the consummation of a sale of the Company's securities pursuant to a registration statement filed by the Company under the Securities Act, in connection with a firm commitment underwritten offering of its securities to the general public; and (d) the consummation of a merger or consolidation of the Company that is effected (i) for independent business reasons unrelated to extinguishing such rights; and (ii) for purposes other than (A) the reincorporation of the Company in a different state; or (B) the formation of a holding company that will be owned exclusively by the Company's stockholders and will hold all of the outstanding shares of capital stock of the Company or its successor. The confidentiality obligations of the Holders referenced herein will survive any such termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be considered disabled. The ALJ also relied upon Lanclos’s own testimony, specifically, that Landos (1) takes care of three children; (2) performs household chores, including grocery shopping and cooking; and (3) performs all of her daily activities without assistance. The ALJ’s decision describes the opinions of all three of the above physicians, but the legal analysis section fails to explain whether (or the reasons why) the ALJ apparently discredited Reed’s evaluation of Landos. In July 2003, the Appeals Council denied Lanclos’s request for review, and Landos then filed the present action before this Court. II. DISCUSSION The Commissioner concedes that the ALJ’s failure to adequately discuss Reed’s evaluation requires a remand. See Schaal v. Apfel, 134 F.3d 496, 505 (2d Cir.1998) (<HOLDING>); see also 20 C.F.R. § 404.1527(d)(2) (stating Options: A. holding that where a treating physicians opinion is contradicted by a consulting physician the alj must explain on the record the reasons for rejecting the opinion of the treating physician B. holding that remand was not required and that the aljs failure to mention treating physicians opinion was harmless error because the alj adopted the treating physicians recommendations C. holding that failure to provide good reasons to discredit a treating physicians opinion requires remand D. recognizing that failure to provide good reasons for discrediting a treating physicians opinion is grounds for remand E. holding that the weight given to a treating physicians opinion is limited if the opinion consists only of conclusory statements

assistant: The best answer is C. holding that failure to provide good reasons to discredit a treating physicians opinion requires remand
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 in the SEC Documents, no current or former employee, partner, director, officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, consultants, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through an Eligible Market (as defined in the January Note)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS NOTE WAS NEGOTIATED, EXECUTED AND DELIVERED IN THE STATE OF NEW YORK, IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THIS NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO LENDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY RIGHT TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE, AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND ANY LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO LENDER.

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 may modify, amend or waive the terms of this Agreement prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of the Participant without his or her consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors (or a committee thereof) of the Company. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

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: Subject to the remainder of this Section 4(c), if Participant is Disabled prior to the date this Stock Option becomes fully vested and exercisable pursua nt to Section 3, (i) a prorated portion of th is Stock Option shall automatically vest on the date Participa nt is Disabled, and (ii ) the remaining unvested portion of this Stock Option shall be automatically canceled and forfeited and returned to the Company fo r no consideration . To the extent all or any p ortion of this Stock Option is outstanding and exercisable on the date Participant is Disabled , the vested portion of the Stock Option shall remain exe rcisable until the earlier of (x ) one (1) year following the date Participant is Disabled , or (y ) the Expiration Date. For purposes of this subsec tion, the pro-ration of the Stock Option that vest s on the date Participant is Disabled shall be determined by dividing the number of days since the Grant Date by 1,09 6 and app lying this percentage to the Stock Option . In the event the Participant had alr eady vested in a portion of the Stock Option prior to becoming Disabled, the number of Stock Options that vest upon becoming Disabled shall be determined by calculating the pro-rata number of Stock Options that Participant is otherwise entitled to, determined as set forth above, and deducting from this amount the number of Stock Options that had a lready vested. Any fractional Stock Option shall be rounded down such that only whole Stock Options are vested . For purposes of this subsection, Participant shall be “Disabled” if he or she has been unable, for a period of twelve consecutive months, to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and has been receiving income replacement benefits for a period of twelve consecutive months under the Company’s Long-Term Disability Program. The date that Participant is Disabled for purposes of this Agreement is the twelve-month anniversary of the date Participant commences receiving such benefits under the Company’s Long-Term Disability Program.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the rights and obligations hereunder shall be binding on and inure to the benefit of successors of the parties hereto. This Agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by the Scopia Parties without the express written consent of the Company.

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: 30 ."The question under the Eighth Amendment is whether prison officials, acting with deliberate indifference, exposed a prisoner to a sufficiently substantial risk of serious damage to his future health, and it does not matter whether the risk comes from a single source or multiple sources, any more than it matters whether a prisoner faces an excessive risk of attack for reasons personal to him or because all prisoners in his situation face such a risk.” Farmer, 511 U.S. at 843, 114 S.Ct. 1970 (internal quotation omitted and emphasis added). Thus, the risk must be cognizable, but the consequences of that risk need not yet have materialized, in order to define the time to begin to determine whether the defendant disregarded the risk. See Gates v. Cook, 376 F.3d 323, 341 (5th Cir.2004) (<HOLDING>). Rather, the defendant's action or inaction Options: A. holding that prisoner stated a claim for relief under the eighth amendment for his exposure to secondhand smoke even though he reported no illness B. holding that an inmate stated a cause of action under the eighth amendment by alleging that prison officials had with deliberate indifference exposed him to levels of ets that posed an unreasonable risk of serious damage to his future health C. holding that an eighth amendment plaintiff did not have to prove that he was actually injured by exposure to raw sewage only that such exposure posed a serious health risk D. holding that insurance coverage in the context of asbestosrelated diseases is triggered by exposure exposure in residence and manifestation E. holding that plaintiff stated eighth amendment claim where he alleged exposure to ets causing aggravation of chronic asthma

assistant: The best answer is C. holding that an eighth amendment plaintiff did not have to prove that he was actually injured by exposure to raw sewage only that such exposure posed a serious health risk
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) Keep all property material to the conduct of and necessary in its business in good working order and condition, ordinary wear and tear, casualty and condemnation excepted and (b) maintain with insurance companies that the Company believes (in the good faith judgment of the management of the Company) are financially sound and reputable insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually (as determined in the good faith judgment of the management of the Company) insured against in the same general area by similarly situated companies engaged in the same or a similar business; provided that workers compensation and/or health insurance may be maintained with captive insurance Subsidiaries. Each such policy of liability or casualty insurance maintained by or on behalf of the Company and the Loan Parties will (i) in the case of each liability insurance policy (other than workers’ compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder and (ii) provide for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy.

assistant: Insurances
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 pay or reimburse Executive up to $15,000 for reasonable attorneys’ or other professional fees and for any other expenses Executive incurs in connection with the preparation, negotiation, execution and delivery of this Agreement and the equity incentive agreements entered into in connection herewith. Such reimbursements shall be made within 10 days following presentation to the Company of appropriate invoices or other documentation for the amount of such fees and expenses.

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 legal provision and list the applicable contract clause categories. Provision: The provisions of this Subscription Agreement are severable and, in the event that any court or officials of any regulatory agency of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Subscription Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Subscription Agreement and this Subscription Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible, so long as such construction does not materially adversely affect the economic rights of either party hereto.

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: vacating an award without directing a rehearing; or (б) A final judgment entered pursuant to this [Act], (b) An appeal under this section shall be taken as from an order or a judgment in a civil action. 27 . Other jurisdictions that permit appeals from orders compelling arbitration based on an interpretation of similar provisions as being non-exclusive are Kremer, 788 N.W.2d at 547-48; Wein v. Morris, 194 N.J. 364, 944 A.2d 642, 651 (2008); and Collier v. Pennington, 133 N.M. 728, 69 P.3d 238, 240 (N.M.App.2003). 28 . Other cases cited by Petitioners that address both the appeals provision in the UAA or RUAA and that jurisdiction’s general appeals statute before holding that orders compelling arbitration are not appealable are Powell v. Cannon, 179 P.3d 799, 803, 805-806 (Utah 2008) (<HOLDING>); Harris v. State Farm Mut. Auto. Ins. Co., 283 Options: A. holding that orders compelling arbitration are not appealable not because of the uaa appeals provision but because it has been definitely settled by the supreme court of this state that an order compelling arbitration is not final and therefore is not appealable B. holding that orders granting arbitration could not be appealed under the ruaas appeals provision only after holding that an order compelling arbitration and staying litigation is not final under utahs final judgment statute C. holding that an order compelling arbitration in an independent proceeding is appealable as a final order because in that context the order compelling arbitration resolves the sole issue before the court D. holding that an order granting a motion or application to compel arbitration is nonappealable because it is not listed in the uaa arbitration provision and because it is not a final order E. holding that an order compelling arbitration is not immediately appealable because it is not final and because it is not listed in the uaa appeals provision

assistant: The best answer is B. holding that orders granting arbitration could not be appealed under the ruaas appeals provision only after holding that an order compelling arbitration and staying litigation is not final under utahs final judgment statute
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 provided under Paragraph 8(b), and except for transfers and/or assignments of this Agreement from any Company entity to another Company entity, neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

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: suggest the interpretation of section 1605 that INME-CAFE urges, these statements were not necessary to the decision and thus have no binding or precedential impact in the present case. See Wain-right v. Witt, 469 U.S. 412, 422, 105 S.Ct. 844, 851, 83 L.Ed.2d 841 (1985); Operating Engineers Pension Trust, 766 F.2d at 1307 (Fletcher, J. dissenting); see also United States v. Crawley, 837 F.2d 291, 292-93 (7th Cir.1988) (explaining the reasons for rejecting a prior court’s dictum). This reading of Gregorian is buttressed by the fact that no case in this circuit has cited the contested footnote as binding precedent, and, in fact, subsequent cases have contradicted its interpretation of section 1605. See, e.g., Siderman de Blake v. Republic of Argentina, 965 F.2d 699, 710 (9th Cir.1992) (<HOLDING>), cert. denied, — U.S. —, 113 S.Ct. 1812, 123 Options: A. holding such claims fall within the narrow range of cases that are not barred by heck because a determination of the timeliness of the plaintiffs probable cause hearing will not affect the validity of his conviction B. holding that claims not pursued within two years of their accrual fall outside of the federal tort claims acts limited waiver of sovereign immunity C. holding that where the basis of state claims for medical malpractice relates to the administration of plan benefits those claims fall squarely within the scope of erisa D. holding that the plaintiffs claims for fraud and interference with business relationships are not subject to immunity because they fall squarely within clause two of the commercial activity exception E. holding that fraud creates an exception to the rule

assistant: The best answer is D. holding that the plaintiffs claims for fraud and interference with business relationships are not subject to immunity because they fall squarely within clause two of the commercial activity exception
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to (but without duplication of) Salary and any bonuses payable to Executive pursuant to Section 3, Executive shall be entitled to participate at his sole discretion in all of the Company’s employee benefit programs for which employees of the Company are generally eligible, subject to the terms, conditions and eligibility requirements of such plans and benefits.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is binding on and for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by the Employee.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you are responsible for , and assume all risks associated with , your use of the services and for any content accessed or made available to others through your account ( even if that content is accessed or made available by others ) .

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: The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement, including, without limitation, all reasonable and documented attorney costs of one counsel.

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 legal provision and list the applicable contract clause categories. Provision: Section 12.1 through Section 12.3 and 12.6 through 12.14 of the APA shall apply to this Warrant and are incorporated as if set forth herein, mutatis matandis .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: working on behalf of the defendant’s attorney. Yet, the text clearly states that “the victim must be clearly informed by the defendant’s attorney,” not “the defense” or “other agents of the defendant.” As the Supreme Court has stated on several occasions, different words used in the same statute generally mean different things. See, e.g., Dept. of Transportation v. Stallcup, 341 Or 93, 101, 138 P3d 9 (2006) (use of different terms in real estate appraisal statute suggests that each was intended to have different meaning); State v. Glaspey, 337 Or 558, 564-65, 100 P3d 730 (2004) (use of different terms in assault statute — “victim” in one provision and victim’s “child” in the other — means that one is not the same as the other); State v. Keeney, 323 Or 309, 316, 918 P2d 419 (1996) (<HOLDING>). Here, the different words are not only in the Options: A. holding that when the legislature enacts a statute it is presumed that the legislature is aware of existing statutes B. recognizing that the legislature would not generally use a different meaning for the same word in a legislative provision unless a different purpose was intended C. holding that the plaintiffs had relied on illinois law because they could have filed in a different forum having a different statute of limitations D. holding that the legislature intends different meanings when it uses different terms in a statute E. holding that an arbitrator was not bound by an earlier award involving a different contract and different union

assistant: The best answer is D. holding that the legislature intends different meanings when it uses different terms in a statute
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 may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement will be binding upon you and your heirs, executors, administrators, successors and assigns.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 1102(b)(4)). 45 . Id. (citing ERISA § 3(8), 29 U.S.C. § 1002(8)). 46 . Id.; Fort Halifax Packing Co. v. Coyne, 482 U.S. 1, 9, 107 S.Ct. 2211, 96 L.Ed.2d 1 (1987). 47 . Egelhoff, 532 U.S. at 148-50, 121 S.Ct. 1322. 48 . Id. at 147, 121 S.Ct. 1322 (citing ERISA § 3(8), 29 U.S.C. § 1002(8)). 49 . Fort Halifax Packing Co., 482 U.S. at 9, 107 S.Ct. 2211; see also Davila, 542 U.S. at 208, 124 S.Ct. 2488 ("The purpose of ERISA is to provide a uniform regulatory regime over employee benefit plans.”); Ingersoll-Rand, 498 U.S. at 142-45, 111 S.Ct. 478; Metropolitan Life Ins. Co. v. Taylor, 481 U.S. 58, 64-66, 107 S.Ct. 1542, 95 L.Ed.2d 55 (1987). 50 . Egelhoff, 532 U.S. at 150, 121 S.Ct. 1322; see also Rush Prudential HMO, Inc. v. Moran, 536 U.S. 355, 365, 122 S.Ct. 2151, 153 L.Ed.2d 375 (<HOLDING>). 51 . See La.Rev.Stat. Ann. § 22:213(A)(14) Options: A. holding that a state law requiring benefit plans to include minimum benefits related to erisa plans B. holding employee benefit plans that are insured are subject to indirect state insurance regulation C. holding that a georgia garnishment statute that solely applied to erisa employee benefit plans was preempted D. recognizing that it was beyond dispute that a state statute that required all insured benefit plans to submit to an extra layer of review for certain benefit denials had a substantial effect on erisa plans E. holding that federal common law of erisa preempts state law in the interpretation of erisa benefit plans

assistant: The best answer is D. recognizing that it was beyond dispute that a state statute that required all insured benefit plans to submit to an extra layer of review for certain benefit denials had a substantial effect on erisa plans
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 Credit Party will take, or cause to be taken, all such further actions and execute, or cause to be executed, all such further documents and instruments as Lender may at any time reasonably request or determine to be necessary or advisable to further carry out and consummate the transactions contemplated by this Agreement and the other Credit Documents.

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: If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any such terms, provisions, covenants and restrictions which may be hereafter declared invalid, illegal, void or unenforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Client and each Affiliated Company hereby appoint the Advisor as advisor for the portion of the Investment Account comprised of its investment assets. Except as may be separately agreed in writing among the Advisor, the Client and any Affiliated Company from time to time, the Advisor hereby agrees to direct the investments in the Investment Account in accordance with the investment guidelines agreed upon by the Client, each Affiliated Company and the Advisor from time to time (the “ Standard Guidelines ”). Any other agreement by the Advisor, and the Client or an Affiliated Company to manage investment assets in a manner deviating from the Standard Guidelines shall be in writing. The board of directors (or other similar governing body) of the Client and each Affiliated Company shall oversee the activities of the Advisor pursuant to this Agreement and shall retain ultimate authority over the Investment Account, in each case, in relation to their respective investment assets and shall monitor services annually for quality assurance. In addition, the Advisor agrees to provide treasury management advisory services specific to the Investment Account (“ Treasury Management Services ”), as directed by the Client or any Affiliated Company. The Treasury Management Services include, without limitation, (i) executing investment transactions to support short-term treasury cash requirements, (ii) settling inter-company and dividend treasury transactions with cash and securities, (iii) settling quarterly tax liability payments from the Investment Account, (iv) providing preliminary valuation for securities supporting treasury transactions, (v) assisting the Client or any Affiliated Company in evaluating securities lending programs administered by custodians designated by the Client or such Affiliated Company and acceptable to the Advisor, and (vi) collaborating with the Client or any Affiliated Company to provide treasury transaction support to custodians and accounting servicing providers designated by the Client or such Affiliated Company and acceptable to the Advisor.

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 case excerpt and choose the best holding from the options. Case excerpt: as the starting date for calculating Gasser’s delay in filing suit. Thus, although the court credited Gasser’s testimony at least to the extent that this meeting took place, it failed to draw reasonable inferences in favor of Gasser about what took place during this encounter. Given Gasser’s testimony that at the conclusion of the meeting he felt that Infanti would comply with the agreement, and that he saw no evidence that Infanti was not complying with the agreement until 1986, a reasonable inference would be that Gasser had no reason to sue until at least 1986, a difference in the delay period that might well have made a difference in the final outcome. See, e.g., Vaupel Textilmaschinen KG v. Meccanica Euro Italia s.p.a., 944 F.2d 870, 878-79, 20 USPQ2d 1045, 1052 (Fed.Cir.1991) (<HOLDING>). Alternatively, based on Gasser’s testimony Options: A. holding based on similar facts and a delay of three and onehalf years that it would have been an abuse of discretion for the district court to have held that these circumstances resulted in laches B. holding abuse of discretion is established if district court decision was based on an error of law C. holding that delay for three and onehalf years was unreasonable under rule 60b6 D. holding a three and onehalf year delay was unreasonable E. holding district court abused discretion in denying leave to amend complaint to add count when no prejudice resulted from two and onehalf year delay and facts underlying new and old counts were similar

assistant: The best answer is A. holding based on similar facts and a delay of three and onehalf years that it would have been an abuse of discretion for the district court to have held that these circumstances resulted in laches
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 Bill of Sale may not be assigned by either Party in whole or in part without the consent of the other Party; provided, that each Party may assign this Bill of Sale without consent of the other Party as set forth in the Agreement. Any permitted assignee will expressly assume all obligations imposed on the assigning Party by this Bill of Sale in writing. This Bill of Sale shall bind and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this Section 4.1 shall be null and void.

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: Each Plan complies in all material respects with all applicable requirements of law and regulations, no Reportable Event has occurred with respect to any Plan, neither Borrower nor any other member of the Controlled Group has, within the immediately preceding five years, withdrawn from any Plan or initiated steps to do so, and no steps have been taken, within the immediately preceding five years, to reorganize or terminate any Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the “ Intellectual Property ”). No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Company know of any valid basis for any such claim, except for such claims that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by the Company and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: 2d 907 (1999); Commonwealth v. Stafford, 450 Pa. 252, 257, 299 A.2d 590 (defendant not harmed by court’s refusal to remove allegedly biased juror because juror was seated as alternate and excused after trial court’s charge), cert. denied, 412 U.S. 943, 93 S. Ct. 2775, 37 L. Ed. 2d 404 (1973); State v. Green, 301 S.C. 347, 354, 392 S.E.2d 157 (any error in qualification of venireperson as alternate juror was harmless beyond reasonable doubt in light of fact that it never became necessary to use alternates), cert. denied, 498 U.S. 881, 111 S. Ct. 229, 112 L. Ed. 2d 183 (1990). In such cases, the alternate juror who should not have been included on the panel had no “pervasive effect on the trier of fact . . . .” People v. Rodriguez, 50 Cal. App. 4th 1013, 1035, 58 Cal. Rptr. 2d 108 (1996) (<HOLDING>), cert. denied, 1997 Cal. LEXIS 962 (February Options: A. holding trial errors are subject to a harmless error analysis B. holding that improper exercise of peremptory challenge by state during selection of alternate jurors was subject to harmless error analysis because with the benefit of hindsight we can determine whether the defendant suffered any harm as a result of the trial courts error C. holding improper vouching is subject to harmless error analysis D. holding that the omission of an element is subject to harmless error analysis E. holding that sentencing error is harmless if the error did not affect the district courts selection of the sentence imposed

assistant: The best answer is B. holding that improper exercise of peremptory challenge by state during selection of alternate jurors was subject to harmless error analysis because with the benefit of hindsight we can determine whether the defendant suffered any harm as a result of the trial courts error