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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com . Each party shall provide notice to the other party of any change in address.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Note shall be modified or limited except by an agreement signed by both you and me. The unenforceability of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note.

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: such facts for reasons similar to his failure to state a failure-to-train claim based on a pattern of constitutional violations. The only factual allegation suggesting that the alleged violation here — the excessive use of deadly force — occurred on any different occasion, much less “several occasions,” see id. at 799, concerns the 2007 shooting of Robert L. Harper, see Compl. ¶73. However, Plaintiff has not connected that shooting to the use of force against him in any way, much less alleged that it provided the City with “knowledge that its subordinates [were] engaged in conduct that posed a pervasive and unreasonable risk of constitutional injury to citizens like Plaintiff.” See Shaw, 13 F.3d at 799 (internal quotation marks and citations omitted); cf. Ross, 2012 WL 1204087, at *9 (<HOLDING>). Accordingly, Plaintiff has failed to allege Options: A. holding that a plaintiff failed to state a claim based on conclusory allegations that a locality failed to adequately supervise officers in the proper use of force where the complaint provided no factual allegations of known widespread conduct by the localitys employees comparable to that alleged as to the plaintiff B. holding that the trial court properly struck the amended complaint when the plaintiff offered no reason to refute the trial courts finding that the new allegations in the amended complaint were based on facts the plaintiff had known since the beginning of the action C. holding that the district court did not err in finding that the plaintiff failed to provide adequate notice of new allegations where the plaintiffs complaint gave the defendants no notice of the specific factual allegations presented for the first time in the plaintiffs opposition to summary judgment D. holding that allegations against nondiverse defendants must be factual not conclusory because conclusory allegations do not state a claim E. holding that plaintiff failed to establish pretext where plaintiff was terminated after the employer conducted an investigation into a subordinates allegations of misconduct on the part of the plaintiff and believed the allegations to be true even though plaintiff presented evidence in the lawsuit that the allegations may have been false

assistant: The best answer is A. holding that a plaintiff failed to state a claim based on conclusory allegations that a locality failed to adequately supervise officers in the proper use of force where the complaint provided no factual allegations of known widespread conduct by the localitys employees comparable to that alleged as to the plaintiff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 429 U.S. 163 97 S.Ct. 544 50 L.Ed.2d 371 State of IDAHO ex rel. Cecil D. ANDRUS, Governor, et al., plaintiff,v.States of OREGON and Washington No. 67 Supreme Court of the United States December 7, 1976 On motion for leave to file Bill of Complaint. Dec. 7, 1976. PER CURIAM. 1 The Court has considered the written submissions of the parties and heard oral argument by the Attorneys General of the States with respect to the motion of the State of Idaho for leave to file a bill of complaint. It having been concluded that the Court has original and exclusive jurisdiction of this case to the extent that the complaint prays that the Court declare that the State of Idaho is entitled to an equitable portion of the upriver anadromous fishery of the Columbia River Basin and that the Court determine Idaho's equitable portion based on the evidence and award costs and appropriate incidental relief, the motion for leave to file is hereby granted to that extent. The motion is in all other respects denied. This order is not a judgment that the bill of complaint, to the extent that permission to file is granted, states a claim upon which relief may be granted. This order also leaves open the question of the indispensability of the United States as a party for decision after evidence, in the event the United States does not enter its appearance in the case. The States of Oregon and Washington are directed to file answers to the bill of complaint or to otherwise plead within 60 days and process is ordered to issue accordingly. 2 It is so ordered.

assistant: 11
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 to the extent contemplated in the Vesting Schedule, upon Participant’s Termination of Service for any or no reason, the then-unvested RSUs subject to this Award Agreement (after giving effect to any accelerated vesting, including without limitation, pursuant to subsections (b) and (c) below) will thereupon be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: no service content may be modified , copied , distributed , framed , reproduced , republished , downloaded , scraped , displayed , posted , transmitted , or sold in any form or by any means , in whole or in part , other than as expressly permitted in these terms and conditions .

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: F.3d 764, 767 (8th Cir.2003). However, we are “free to ignore legal conclusions, unsupported conclusions, unwarranted inferences and sweeping legal conclusions cast in the form of factual allegations.” See Wiles v. Capitol Indem. Corp., 280 F.3d 868, 870 (8th Cir.2002); see also Parkhill v. Minn. Mut. Life Ins. Co., 286 F.3d 1051, 1058 (8th Cir.2002) (well-pleaded facts, not legal theories or conclusions, determine adequacy of complaint). Plaintiffs bare assertion that “Defendants’ wrongdoing was not discovered and could not have been discovered through the reasonable diligence by the Plaintiff’ (Doc. 21 p. 5) is not enough for the Court to find that the Plaintiffs fraudulent concealment claim was properly pleaded. See Brewer v. Hawkins, 241 Ark. 460, 464, 408 S.W.2d 492, 494 (1966) (<HOLDING>). Based on the foregoing, the Amended Complaint Options: A. holding it is a question of fact B. holding that if fraudulent concealment is properly pleaded the complaint is invulnerable to dismissal on limitations grounds and a fact question is created on which both sides are entitled to offer proof C. holding that a dismissal on statute of limitations grounds is an adjudication on the merits for purposes of res judicata D. holding the presence or absence of federalquestion jurisdiction is governed by the veil pleaded complaint rule which provides that federal jurisdiction exists only where a federal question is presented on the face of the plaintiffs properly pleaded complaint E. holding that a dismissal on limitations grounds is a judgment on the merits

assistant: The best answer is B. holding that if fraudulent concealment is properly pleaded the complaint is invulnerable to dismissal on limitations grounds and a fact question is created on which both sides are entitled to offer proof
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Supreme Court upheld the application of certain provisions of the Agricultural Adjustment Act of 1938. See generally 317 U.S. 111, 63 S.Ct. 82, 87 L.Ed. 122. These provisions established an allotment of a certain number of acres for the Filburn’s wheat crop that year; however, Filburn grew more wheat than he was supposed to, intending to use the excess for his own consumption on the farm. Id. at 115-17, 63 S.Ct. 82. The Court held that "Congress may properly have considered that wheat consumed on the farm where grown if wholly outside the scheme of regulation would have a substantial effect in defeating and obstructing its purpose to stimulate trade therein at increased prices." Id. at 128-29, 63 S.Ct. 82. 8 . United States v. Maxwell, 446 F.3d 1210, 1217-19 (11th Cir.2006) (<HOLDING>); United States v. Smith, 459 F.3d 1276, 1285 Options: A. holding section 2252a5b constitutional as applied to defendants intrastate possession of child pornography after the supreme court remanded the eleventh circuits prior holding for reconsideration in light of raich B. holding that the supreme court of pennsylvania is a state entity for purposes of the eleventh amendment C. holding that private possession of child pornography is not protected by the first amendment D. holding that even a remand by the supreme court for reconsideration in light of an intervening court opinion does not require the court to consider an argument raised for the first time in a petition for certiorari E. recognizing continuing harm from defendants knowing possession of child pornography

assistant: The best answer is A. holding section 2252a5b constitutional as applied to defendants intrastate possession of child pornography after the supreme court remanded the eleventh circuits prior holding for reconsideration in light of raich
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: directly or indirectly that a debt collector is calling, the Court is of the opinion that the message left in this case is most productively analyzed in terms of whether the message left on voicemail was a “communication” for purposes of § 1692c(b). The Act defines “communication” as “the conveying of information regarding a debt directly or indirectly to any person through any medium.” 15 U.S.C. § 1692a(2). Courts have taken an extremely broad view of indirect communication. See Belin v. Litton Loan Servicing, LP, No. 8:06-cv-760-T-24, 2006 WL 1992410, at *4 (M.D.Fla. July 14, 2006) (finding a message whose purpose was to induce the consumer to return the call indirectly conveyed information about a debt); West v. Nationwide Credit, Inc., 998 F.Supp. 642, 644-45 (W.D.N.C.1998) (<HOLDING>); see also Thomas v. Consumer Adjustment Co., Options: A. holding that an entity engaged in collection activity on a defaulted debt acquired from another is a debt collector under the fdcpa even though it may actually be owed the debt B. holding that it is not a deceptive practice under the fdcpa for a debt collector to have unavailable appear in a caller id window instead of its telephone number C. holding that effect of discharge of debt under bankruptcy code is the same as it was under the 1898 bankruptcy act it is not an extinguishment of the debt but only a bar to enforcement of the debt as a personal obligation of the debt or D. 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 E. holding that leaving a live message with a third party indicating the call related to a very important matter but not mentioning a debt or that the caller was a debt collector was a communication in violation of 1692cb

assistant: The best answer is E. holding that leaving a live message with a third party indicating the call related to a very important matter but not mentioning a debt or that the caller was a debt collector was a communication in violation of 1692cb
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: this holding is succinctly explained in Allen v. Hickel, 424 F.2d 944 (D.C.Cir.1970), a District of Columbia case in which citizens challenged the display of a creche in a public park. In Allen, [government counsel put it at argument that if the plaintiffs didn’t like to look at the creche, they could avoid walking near the Ellipse while it was occupied by the creche. [The Court of Appeals for the District of Columbia disagreed, however, and held that the pjlaintiffs were entitled, as members of the public, to enjoy the park land and its devotion to permissible public use; a government action cannot infringe that right or require them to give it up without access to the court to complain that the action is unconstitutional. Allen, 424 F.2d at 947 (emphasis added) (footnotes omitted) (<HOLDING>); on remand sub nom. Allen v. Morton, 333 Options: A. holding that the lack of shareholder standing under texas law does not implicate constitutional standing B. holding that no consideration existed for part of the settlement C. holding no defamation existed D. holding that standing existed E. holding no liability existed under the circumstances

assistant: The best answer is D. holding that standing existed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No event has occurred and is continuing which constitutes, or which, with the passage of time or the giving of notice or both, would constitute, a default under or in respect of any material agreement, instrument or undertaking to which the Company or any Material Subsidiary is a party or by which either the Company or any Material Subsidiary or any of their respective assets is bound, unless such default would not have or be reasonably expected to have a Material Adverse Effect.

assistant: No Defaults
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a lien to Lot 125. Applicable principles of contract interpretation show that the trial court did not err in finding that a valid contract existed between DNS and the Family Trust for the construction of a seawall on Lot 125. Accordingly, the court was correct in ruling that DNS was precluded from recovering against the Family Trust under the theory of quantum meruit, because a valid contract existed between them, and DNS failed to bring a breach of contract clainl against the Family Trust. While DNS argues that if the Family Trust was a party to the seawall contract, then a breach of contract claim against the Trust was tried by acquiescence, there is no evidence to support this argument. See generally Alfred S. Austin Constr. Co., Inc. v. Narnia, 220 So.2d 36, 37 (Fla. 2d DCA 1969) (<HOLDING>). Thus, we affirm the trial court’s order Options: A. holding that this court will not consider a theory or issue that was not pleaded or raised in the trial court B. holding that the court neither weighs the evidence nor substitutes its own judgment for that of the agency C. holding that where judgment was not entered the appeals period neither triggered nor expired D. holding that court will not take judicial notice of foreign law that is neither pleaded nor proven E. holding that trial court erroneously entered judgment pursuant to a theory which was neither pleaded nor tried by acquiescence or otherwise

assistant: The best answer is E. holding that trial court erroneously entered judgment pursuant to a theory which was neither pleaded nor tried by acquiescence or otherwise
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: 737, 118 S.Ct. 1665 (finding that a challenge to a Forest Service management plan was unripe, in part because "Congress has not provided for preimplementation judicial review of forest plans” under the National Forest Management Act, in contrast to other statutes, like RCRA § 7006, under which "Congress has specifically instructed the courts to review 'preenforcement' ”). 4 . Although we must decide threshold questions before reaching the merits, see Steel Co. v. Citizens for a Better Env't, 523 U.S. 83, 94, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998), we may consider whether a case is ripe before determining whether there is subject-matter jurisdiction, see Toca Producers v. FERC, 411 F.3d 262, 265 n. * (D.C.Cir.2005). 5 . See General Motors Corp. v. EPA, 363 F.3d 442, 451 (D.C.Cir.2004) (<HOLDING>); Hudson v. FAA, 192 F.3d 1031, 1034-35 Options: A. holding district court lacked jurisdiction to entertain a challenge to a removal order because such challenges must be raised in a petition for review B. holding that a coram nobis petition remained pending until the court of appeals denied petitioners application for leave to appeal the appellate divisions denial of his petition C. holding that a challenge to the ijs procedures and decision to deport the petitioner constituted a challenge to a final order of deportation stripping the district court of jurisdiction to review the habeas petition D. holding that when a first 2255 motion succeeds in obtaining a sentence amendment a subsequent motion will be considered a first motion to the extent that it challenges a new or amended component of the sentence and a second motion to the extent that it challenges either a component of the original unamended sentence or the underlying conviction E. holding that to the extent the petition challenges the application of epas regulatory interpretation to petitioners plants the challenge is unripe

assistant: The best answer is E. holding that to the extent the petition challenges the application of epas regulatory interpretation to petitioners plants the challenge is unripe
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to sign representing Morin was a subcontractor. Muldoon testified he filled out paperwork designating Lauth as the sole owner of Lauth Contracting, LLC and asked Lauth to sign the document before Muldoon faxed the document to WSI. The record supports the ALJ’s finding Muldoon willfully failed to provide workers’ compensation coverage. V [¶ 15] Finally, Muldoon argues he is not personally liable for past premiums and penalties owed to WSI. An employer who wilfully fails to secure workers’ compensation coverage is personally liable for past premiums and penalties owed. N.D.C.C. § 65-04-33(2). When an individual is employed by a partnership, the partners are employers subject to personal liability. Klemmens v. N.D. Workmen’s Comp. Bureau, 54 N.D. 496, 499-500, 209 N.W. 972, 973 (N.D.1926) (<HOLDING>). If the employer is a LLC, personal liability Options: A. holding that absent an agreement to the contrary any partner can act as an agent of the partnership when apparently carrying on in the usual way the business of the partnership B. holding one partner can not sic maintain an action at law against another partner to recover an amount claimed by him by reason of partnership transactions until there has been a final settlement of the affairs of the partnership C. holding a mechanic working in a garage owned by a partnership is an employee of the partnership not the individual partner D. holding that a partner who is without actual authority has no power to bind the partnership in a transaction that is not within the ordinary and apparent scope of the partnership business any person dealing with a partner can only rely on the partners acts if they are within the ordinary and apparent scope of the partnership business E. holding that a partnership agreement that contained prohibitions against the sale or assignment of a partners interest in the partnership without the others consent would be enforced

assistant: The best answer is C. holding a mechanic working in a garage owned by a partnership is an employee of the partnership not the individual partner
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claim that the State negligently placed the barrels. Id. at 251 (emphasis in original). The court explained that the maintenance crew was merely carrying out the policy of the State because the barrel and sign warning system chosen by the crew complied with the department of transportation’s Manual on Uniform Traffic Control Devices. Id. Thus, the court held that the decision to warn rather than repair was discretionary, and the decision to use barrels and signs, as opposed to another warning device, was discretionary. Id. In contrast, when a governmental unit fails to maintain public works, such as a storm drainage system, or street and storm sewers, those activities are not discretionary functions. See City of Fort Worth v. Gay, 977 S.W.2d 814, 817 (Tex.App.—Fort Worth 1998, no pet.) (<HOLDING>). In this case, the State contends that the Options: A. holding that a city could not be held vicariously liable for the act of a magistrate who was immune from liability B. holding a city liable for personal injuries caused by a driver colliding with a girder in the center of a city street where the city did not give a warning C. holding city not immune from liability where claims were based on the citys failure to maintain clean and inspect an area of the street D. recognizing that a judge is not absolutely immune from criminal liability E. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city

assistant: The best answer is C. holding city not immune from liability where claims were based on the citys failure to maintain clean and inspect an area of the street
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: However, only a conflict that goes to the very subject matter of the litigation will defeat a party’s claim of representative status. Id. The Keys met their burden of establishing that they will fairly and adequately protect the interests of the class. The Keys proved that they share with other class members the same declaratory-judgment and DTPA (Violation of Chapter 541 of the Texas Insurance Code) claims based on identical contractual provisions set forth in a contract with LSRC. No antagonistic interests exist among class members nor has LSRC asserted any specific antagonistic interests between class members. See Farmers Ins. Exch. v. Leonard, 125 S.W.3d 55, 66 (Tex. App.—Austin 2003, pet. denied); see also Adams v. Reagan, 791 S.W.2d 284, 291 (Tex. App.—Fort Worth 1990, no writ) (<HOLDING>). The Keys have retained counsel with Options: A. holding that the filing of a class action by a class representative without standing tolls the period of limitations with regard to all asserted members of the class and that the amendment of the complaint by the addition of a class member with standing relates back to the original complaint B. recognizing that the linchpin of the adequacy requirement is the alignment of interests and incentives between the representative plaintiffs and the rest of the class C. holding that the claims of the class representative and class members must be based on the same legal or remedial theory D. recognizing that the primary issue to be considered in whether the representative parties will fairly and adequately protect the interest of the class is a determination of whether any antagonism exists between the interests of the plaintiffs and those of the remainder of the class E. holding that in class action the claim or defense of the representative party must be typical of the claim or defense of each member of the class

assistant: The best answer is D. recognizing that the primary issue to be considered in whether the representative parties will fairly and adequately protect the interest of the class is a determination of whether any antagonism exists between the interests of the plaintiffs and those of the remainder of the class
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: FCA does not violate Article II. However, they rested their holdings more directly on the control mechanisms available to the government, rather than on historical justifications. See U.S. ex. rel. Kelly, 9. F.3d at 755 (finding that “the Executive Branch exer cises at least an equivalent amount of control over qui tam relators as it does over independent counsels”); U.S. ex rel. Taxpayers Against Fraud v. Gen. Elec. Co., 41 F.3d 1032, 1041 (6th Cir.1994) (finding that “the qui tam provisions ... do not contradict the constitutional principle of separation of powers [because] ... [t]hey have been crafted with particular care to maintain the primacy of the Executive Branch in prosecuting false-claims actions”); U.S. ex rel. Kreindler v. United Techs., 985 F.2d 1148, 1155 (2d Cir.1993) (<HOLDING>). Finally, the Tenth Circuit took a Options: A. holding that state attorney general as member of executive department may assert claim of executive privilege B. recognizing as a matter of law executive privilege for governor C. holding that the first amendment right of public access does not extend to nonjudicial documents compiled during an executive branch investigation D. holding that the qui tam provisions do not usurp the executive litigating function because the statute gives the executive branch substantial control over the litigation E. holding executive branch prosecution of disciplinary charges against judge before commission violated separation of powers clause in nevada constitution

assistant: The best answer is D. holding that the qui tam provisions do not usurp the executive litigating function because the statute gives the executive branch substantial control over the litigation
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, together with any and all exhibits and Schedules attached hereto and/or documents and instruments executed in connection herewith, contains the entire understanding of the parties concerning the subject matter hereof, and there are no promises, agreements, conditions , understandings, warranties or representations (oral or written, express or implied) regarding the subject matter of this Agreement other than as set forth in this Agreement. Any and all prior agreements with respect to the subject matter of this Agreement are hereby revoked and forever terminated. This Agreement is, and is intended by the parties hereto to be, an integration of any and all prior agreements or understandings (oral or written) with respect to the subject matter of this Agreement, and this Agreement shall not be amended or modified except upon the mutual written agreement of the Parties. The Parties to this Agreement have mutually contributed to the drafting of this Agreement. No provision of this Agreement shall be construed against any party on the ground that such party or its counsel drafted the provisions or that the provision contains a covenant of such party. The captions and section headings used in this Agreement are for convenience and reference only, and they are not a part of this Agreement and they shall not be used in the interpretation of the terms and conditions of this Agreement. Any and all exhibits, schedules and attachments to or for this Agreement, are incorporated herein and made a part of this Agreement. The recitals hereinabove contained in the "WHEREAS" clauses are true, accurate and complete and are incorporated herein and made a part of this Agreement. The captions and section headings used in this Agreement are for convenience and reference only, and they are not a part of this Agreement and they shall not be used in the interpretation of the terms and conditions of this Agreement. Each of the Parties to this Agreement hereby acknowledge and agree that photocopies of this Agreement and/or any of the other Transaction Documents, shall each have the same force and effect as originally executed versions of such documents for all purposes and for the performance, conduct and exercise of the respective rights, benefits, duties and/or obligations of the Parties herein or therein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: statement at the beginning of this exchange, “I guess the only thing I can do is probably stop talking and get a lawyer,” put Munck “on notice that [the defendant might wish to remain silent and might be seeking a lawyer,” but that it did not constitute “a completely unequivocal invocation” of those rights. The defendant contends that this was error because his statement “adequately conveyed to Munck that [he] wanted to stop talking and consult with a lawyer.” We disagree. An expression of doubt or uncertainty cannot be considered unequivocal. See State v. Gasteazoro-Paniagua, 294 P.3d 857, 860-62 (Wash. Ct. App. 2013). Here, the defendant never explicitly stated that he no longer wished to speak with Munck or that he wished to have an attorney present. Cf. Grant-Chase, 140 N.H. at 267 (<HOLDING>); State v. Nash, 119 N.H. 728, 731 (1979) Options: A. holding that defendant adequately indicated to officers that she sought assistance of counsel when she stated that she wanted to call her lawyer and officer testified that request was unambiguous B. holding that trial court was not required to conclude that wife was disabled for alimony purposes where she testified about her disability and offered documentation of her social security disability benefits but where she produced no medical testimony and where other evidence indicated that she was otherwise active and did not stay in bed all day as she claimed C. holding that a plaintiff can show that she is qualified by presenting credible evidence that she continued to possess the objective qualifications she held when she was hired D. holding that a plaintiff could not show that she engaged in protected activity because she did not present evidence that she informed her employer that her complaints were based on race or age discrimination E. holding appellant produced no evidence that when she made her complaints to management she ever mentioned that she felt she was being treated unfairly due to her race or sex

assistant: The best answer is A. holding that defendant adequately indicated to officers that she sought assistance of counsel when she stated that she wanted to call her lawyer and officer testified that request was unambiguous
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 Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing of any Class, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing of any Class shall be applied ratably to the Loans of such Class included in such Borrowing and (unless the Borrower shall otherwise direct) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: harmless. See Franklin, supra; Engle v. Koehler, supra; Anderson v. Harless, supra. Respondents’ second and final argument is that, given the overwhelming nature of the evidence in this case, any Sandstrom error committed by the trial court was harmless beyond any reasonable doubt. This issue presents an extremely close question, but one which, when viewed fairly, forthrightly and without regard to the court’s “belief” in the defendant’s actual guilt or innocence, must be decided, as a matter of law, in petitioner’s favor. Until last month’s opinion in Rose v. Clark, supra, the Supreme Court had left open the issue of whether Sandstrom error could ever be held harmless under Chapman v. California, 386 U.S. 18, 87 S.Ct. 824, 17 L.Ed.2d 705 (1967). See e.g., Franklin, 105 S.Ct. at 1977 (<HOLDING>); Koehler v. Engle, 104 S.Ct. at 1673 Options: A. holding the sandstrom error in that case was clearly not harmless on the facts and therefore declining to address the question of whether an erroneous charge that shifts a burden of persuasion to the defendant on an essential element of the offense can ever be harmless B. holding that failure to instruct on an essential element was harmless error because the element was so clearly established C. holding that failure to submit an element of the offense to the jury is subject to harmless error analysis D. recognizing that the burden of persuasion for a showing of prejudice was on the defendant E. holding that the improper use of a mixedmotive instruction in a butfor case shifted the burden of persuasion on a central issue in the case and therefore the error cannot be harmless

assistant: The best answer is A. holding the sandstrom error in that case was clearly not harmless on the facts and therefore declining to address the question of whether an erroneous charge that shifts a burden of persuasion to the defendant on an essential element of the offense can ever be harmless
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: Sellers agree to keep the terms of this Agreement (“ Agreement-Related Information ”) in the strictest confidence and not reveal, unless legally compelled to do so, any Agreement-Related Information to any persons except its legal counsel and its financial advisors, and to them only provided that they first agree, for the benefit of Company, to keep Agreement-Related Information confidential. Nothing in this Section shall be construed to prevent Sellers from disclosing Agreement-Related Information to the extent required by a lawfully issued subpoena or duly issued court order; provided that you provide Company with advance written notice and a reasonable opportunity to contest such subpoena or court order. Notwithstanding the foregoing, Company shall file this Agreement publicly with applicable regulatory authorities if required by applicable securities laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: State v. Huffman, 643 N.E.2d 899, 901 (Ind.1994). However, there is a narrow exception as explained in Huffman, when our supreme court stated: With due respect for the doctrine of res judicata this Court has always maintained the option of reconsidering earlier cases in order to correct error. "A court has the power to revisit prior decisions of its own or of a coordinate of the erroneous advisement of the trial court relating to the consecutive sentences, Badger did not knowingly, intelligently, and voluntarily enter into the plea agreement mandating consecutive sentences. We cannot conclude that Badger still would have entered into this plea agreement had he been aware that consecutive sentences were not permitted by law. See Peace v. State, 736 N.E.2d 1261, 1266-67 (Ind.Ct.App.2000) (<HOLDING>), trans. denied; French v. State, 472 N.E.2d Options: A. holding that in order to establish prejudice based on misadvice regarding sentence length defendant must allege generally that he would not have pleaded but for the bad advice B. holding that misadvice of counsel as to the length of a sentence is a basis for postconviction relief if not refuted by the record C. holding that the government likely could not agree to a plea bargain which would directly circumvent a mandatory minimum D. holding that for a facially sufficient claim that the plea was involuntary based on misadvice of counsel defendant must allege he would not have accepted the plea agreement but for the misadvice E. holding that while misadvice does not warrant reversal as a matter of law a court on review must examine whether the incorrect advice concerning the minimum sentence rendered the defendants plea bargain illusory

assistant: The best answer is E. holding that while misadvice does not warrant reversal as a matter of law a court on review must examine whether the incorrect advice concerning the minimum sentence rendered the defendants plea bargain illusory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee by reason of his Corporate Status and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee by reason of his Corporate Status. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights or obligations of the Company under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.

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 case excerpt and choose the best holding from the options. Case excerpt: that an omission of an element from a jury instruction that is harmless, under the standard set forth in Neder, does not affect a defendant’s substantial rights for purposes of plain error review. United States v. Tuyet Thi-Bach Nguyen, 565 F.3d 668, 677 (9th’ Cir.2009). We must “conduct a thorough examination” of all the evidence in the record and ask whether the omitted element was supported by sufficient evidence. Neder, 527 U.S. at 17, 119 S.Ct. 1827. Cases that have upheld convictions rendered on incomplete or erroneous jury instructions have relied on “strong and convincing evidence” that the prosecution has adequately proved the missing element of the crime. United States v. Perez, 116 F.3d 840, 848 (9th Cir.1997); see also United States v. Smith, 282 F.3d 758 (9th Cir.2002) (<HOLDING>); Tuyet Thi-Bach Nguyen, 565 F.3d at 677 Options: A. holding under a plain error analysis that a failure to charge the jury with an essential element did not warrant reversal of the conviction where the evidence supporting that element was overwhelming B. holding that the omission of an element is subject to harmless error analysis C. holding that the omission of an element from jury in structions was not plain error where the underlying fact supporting the element was undisputed based on the uncontradicted testimony of a government witness D. holding that knowledge element could not be deemed in favor of plaintiff where defendant objected to the omission of that element from the jury charge E. holding that omission was not plain error

assistant: The best answer is C. holding that the omission of an element from jury in structions was not plain error where the underlying fact supporting the element was undisputed based on the uncontradicted testimony of a government witness
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 or other provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner to the end that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

assistant: Severability