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: (a) Except as disclosed in Schedule 8.3 hereof, each Group Member has good and marketable title to, or valid and subsisting leasehold interests in, all its real property used by such Group Member in the operation of its business, and good title to all its respective other owned property, except where the failure to have such title or interest would not have a Material Adverse Effect. All such real property and other owned property is free and clear of any Liens, other than Liens permitted by subsection 8.3.

assistant: Liens
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: Tex. Const, art. V, § 8; see Dubai Petrol. Co. v. Kazi, 12 S.W.3d 71, 75 (Tex.2000). Thus, the real question presented by these motions to dismiss is not Lapi-ner’s “standing” in the jurisdictional sense of that term. See Reed Elsevier, Inc. v. Muchnick, 559 U.S. 154, 160-61, 130 S.Ct. 1237, 176 L.Ed.2d 18 (2010) (explaining that the term “jurisdictional” properly applies only to prescriptions delineating the classes of cases (subject-matter jurisdiction) and persons (personal jurisdiction) that implicate a court’s adjudicatory authority). Instead, as the plurality opinion and many other courts recognize, the question before us is whether Lapiner should be treated as a party for purposes of appeal. See Devlin v. Scardelletti, 536 U.S. 1, 6-7, 122 S.Ct. 2005, 153 L.Ed.2d 27 (2002) (<HOLDING>); City of San Benito v. Rio Grande Valley Gas Options: A. holding question whether unnamed class member has standing to appeal does not implicate courts subjectmatter jurisdiction but instead whether he should be considered a party for purposes of appealing the trial courts approval of the settlement over his objection B. holding that district courts do not have appellate jurisdiction over state courts C. holding that standing is component of subjectmatter jurisdiction and subjectmatter jurisdiction is essential to courts authority to hear case D. holding that standing is component of subjectmatter jurisdiction E. holding that prevailing party has no standing to appeal

assistant: The best answer is A. holding question whether unnamed class member has standing to appeal does not implicate courts subjectmatter jurisdiction but instead whether he should be considered a party for purposes of appealing the trial courts approval of the settlement over his objection
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 expressly acknowledges and agrees that the terms of the Certificate of Designations and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of the Certificate of Designations and any other applicable Transaction Documents, (iii) such Purchaser (and only such Purchaser), in its sole discretion, shall have the right to submit any dispute described in this Section 4.23 to any state or federal court sitting in New York, New York in lieu of utilizing the procedures set forth in this Section 4.23 and (iv) nothing in this Section 4.23 shall limit such Purchaser from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 4.23).

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 legal provision and list the applicable contract clause categories. Provision: The Tenant shall arrange at the Tenant's expense and submit to the Landlord copies of its audited annual Financial Statements and the report of its auditors as soon as available and in any event within one hundred and twenty (120) days after the close of every financial year of the Tenant (beginning with the current one).

assistant: Financial Statements
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: federal subject-matter jurisdiction basis is present in the action.”) (footnotes omitted). Still other circuits, including the Seventh, have expressed agreement in dicta. See In the Matter of Ill. Marine Towing, Inc., 498 F.3d 645, 650 (7th Cir.2007) (“[T]he saving to suitors clause evinces a preference for common law remedies in the forum of the claimant’s choice, and trial by jury is an example of a remedy available to suitors.”) (internal citation and quotation marks omitted); Oklahoma ex rel. Edmondson v. Magnolia Marine Transp. Co., 359 F.3d 1237, 1240-41 (10th Cir.2004) (discussing the “persuasive[ ]” argument that the saving-to-suitors clause precludes removal without an independent basis for jurisdiction); Morris v. Princess Cruises, Inc., 236 F.3d 1061, 1069 (9th Cir.2001) (<HOLDING>). Porter does not dispute the holdings of the Options: A. holding that venue for litigation was proper based on 28 usc 1441 regardless of whether defendant was doing business in the district within the meaning of 28 usc 1391 B. holding that under the fsia personal jurisdiction depends upon the district court finding subject matter jurisdiction under 28 usc 1330a and proper service under 28 usc 1608 C. holding that 28 usc 2401 is a jurisdictional statute of limitations D. recognizing that other courts have held that saving clause claims brought in state court are not removable under 28 usc 1441 absent some other jurisdictional basis but ultimately finding that the plaintiff had forfeited the argument E. holding that venue for litigation was proper based on 28 usc 1441 even though forum selection clause provided that the courts of the commonwealth of massachusetts would be the exclusive forum

assistant: The best answer is D. recognizing that other courts have held that saving clause claims brought in state court are not removable under 28 usc 1441 absent some other jurisdictional basis but ultimately finding that the plaintiff had forfeited the argument
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: pre-petition conduct in installing its own director, Gregory, at Mezz I, Mezz II, and the Operating Companies and then-directing him to file bankruptcy for Mezz II on the eve of Colony’s foreclosure sale simply to take advantage of the automatic stay is evidence of a bad faith filing. Colony notes that Mezz II filed a bare petition and has sought no additional relief in this Court since filing. Colony contends that the filing of bankruptcy by Mezz II was clearly just a litigation tactic designed to forestall its efforts to foreclose on its collateral, which is an impermissible use of the Bankruptcy Code. See, e.g., 15375 Memorial, 589 F.3d at 620 (rejecting assertion that the automatic stay of litigation without more was a legitimate use of bankruptcy); SGL Carbon, 200 F.3d at 162 (<HOLDING>). In this case, Colony emphasizes that the Options: A. holding title company liable for bad faith B. holding in a case where a chapter 11 trustee was appointed after a period during which the debt or had operated as debtor in possession that a chapter 11 trustee has two years from the date of his appointment not from the commencement of the chapter 11 case to bring avoidance actions C. holding that chapter 11 case filed by financially healthy company solely to gain a tactical advantage in litigation was in bad faith D. holding that the good faith analysis for evaluating a chapter 11 petition and that in evaluating a chapter 11 plan are distinct E. holding that the filing of a chapter 11 merely to avoid the consequences of antitrust litigation while the company was otherwise financially stable did not meet the requirement of a valid reorganizational purpose and consequently the petition was not filed in good faith

assistant: The best answer is C. holding that chapter 11 case filed by financially healthy company solely to gain a tactical advantage in litigation was in bad faith
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: Receipt by the Administrative Agent of a copy of the annual consolidated financial statements (including balance sheets, income statements and cash flow statements) of Holdings and its Subsidiaries for fiscal year 2017, audited by independent public accountants of recognized national standing.

assistant: Financial Statements
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 closing of the transaction contemplated by this Agreement (the “ Closing ”) shall be deemed to have occurred as of the date first written above (the “ Closing Date ”). Upon execution of this Agreement, the conditions to closing as set forth in Article V hereof shall be deemed to have been met or waived by each of the Parties. The Parties and their representatives may participate in the Closing by electronic means and electronic delivery of signed documents. The Closing shall be deemed to occur as of midnight at the end of the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committed Lenders, the Lead Arrangers, the Agents and the Lenders, respectively, shall have received all fees related to the Transactions payable to them to the extent due (which may be offset against the proceeds of the Facilities).

assistant: Fees
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 satisfaction or waiver of the conditions set forth in Section 6 , the completion of the sale and purchase of the Initial Notes and Initial Warrants (the “ Initial Closing ”) or the completion of the sale and purchase of the Additional Notes and Additional Warrants (each an “ Additional Closing ”, and collectively with the Initial Closing, a “ Closing ”), as applicable, shall occur on the third business day after the satisfaction or waiver (by the Party entitled to grant such waiver) of the conditions to the applicable Closing set forth in Section 6 herein (other than those conditions that by their nature are to be satisfied at a Closing, but subject to fulfillment or waiver of those conditions), or on such other date as the parties shall mutually agree (each date on which a Closing occurs, the “ Closing Date ,” and on such date as the Initial Closing occurs, the “ Initial Closing Date ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Alaska, Dep't of Admin., Div. of Ret. & Benefits, No. 3AN-01-06171 Civ. (Alaska Super., April 2, 2002). 12 . Alyeska Pipeline Serv. Co. v. DeShong, 77 P.3d 1227, 1231 (Alaska 2003). 13 . McMullen v. Bell, 128 P.3d 186, 190 (Alaska 2006). 14 . Id.; see also Lopez v. Adm'r, Pub. Employees' Ret. Sys., 20 P.3d 568, 570 (Alaska 2001) ("Questions of law not involving agency expertise are reviewed under the 'substitution of judgment' standard."). 15 . Guin v. Ha, 591 P.2d 1281, 1284 n. 6 (Alaska 1979). 16 . Lopez, 20 P.3d at 570. 17 . Alyeska Pipeline, 77 P.3d at 1231. 18 . Lopez, 20 P.3d at 570 (citation omitted). 19 . Alaska Const. art. XII, § 7. 20 . Alaska Const. art. I, § 15. 21 . Hammond, 627 P.2d at 1053-55, 1059. 22 . Id. at 1057. 23 . Id.; see also Sheffield, 732 P.2d at 1085 (<HOLDING>). 24 . Hammond, 627 P.2d at 1058-59. 25 . Id. Options: A. holding that costofliving increases are not the result of any postdivorce labor but rather are a means of offsetting the otherwise declining value of retirement benefits after they become fixed B. holding that retirement benefit increases due to postdivorce promotion were separate property C. holding that an employees claim for breach of a letter agreement was preempted by erisa where the agreement did not specify the amount or other terms of the employees retirement benefits and the court would have to refer to the employers erisagoverned retirement plan to determine the employees retirement benefits and calculate the damages claimed D. holding that the state cannot make changes to the retirement system that will diminish a members benefit without providing an offsetting advantage E. holding pension conferred cola was an accrued benefit and not ancillary because it was intended to provide retirement income commenced only at retirement and was a benefit generally transferrable to succeeding employers

assistant: The best answer is D. holding that the state cannot make changes to the retirement system that will diminish a members benefit without providing an offsetting advantage
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Executive and the Company shall do, execute and deliver, or shall cause to be done, executed and delivered, all such further acts, documents and things as the Executive or the Company may require for the purposes of giving effect to this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: of the original recording. Those copies were then forwarded to the attorneys preparing for the Civil Service hearing. Moreover, while the record reveals that Fitzgerald directed Cahill to make the tape recording, there is absolutely nothing in the record that indicates that Fitzgerald requested that the tape be altered or supervised Cahill in making the tape. The record contains no evidence that Healy, Gardner, Ellis or Gelinas had anything to do with the tape or with supervising Cahill. Moreover, Cignetti’s allegation that Fitzgerald referred to him as a “complainer” and a “malcontent” is insufficient to support an inference that Fitzgerald authorized, approved, or knowingly acquiesced in the falsification of evidence. See Alioto v. City of Shively, 835 F.2d 1173, 1175 (6th Cir.1987) (<HOLDING>). Furthermore, the record contains no evidence Options: A. holding that a constitutional violation by a subordinate is a predicate for supervisory liability under 1983 B. holding that iqbal eliminated supervisory liability previously permitted by colon in situations where the supervisor knew of and acquiesced to a constitutional violation committed by a subordinate C. holding that supervisory liability under 1983 requires a showing that the supervisory official at least implicitly authorized or approved or knowingly acquiesced in the unconstitutional conduct of the offending subordinate D. holding that supervisory liability under 1983 must be based on active unconstitutional behavior and cannot be based upon a mere failure to act internal quotation marks omitted E. holding supervisory personnel liable for 1983 violations only where evidence establishes that they authorized or approved the unconstitutional conduct

assistant: The best answer is C. holding that supervisory liability under 1983 requires a showing that the supervisory official at least implicitly authorized or approved or knowingly acquiesced in the unconstitutional conduct of the offending subordinate
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: does not mean that an employee may not sue a union for the union’s independent breach of a collective bargaining agreement unless the employee can establish that the union also breached its duty of fair representation. When the employee alleges that the union itself has breached an obligation to the employee under the collective bargaining agreement, the policy reasons for requiring a violation of the duty of fair representation in the hybrid suits no longer apply. Proof of the contractual violation alone should suffice, without requiring the employee also to establish that the union violated its duty of fair representation with conduct that was arbitrary, discriminatory or in bad faith. Cf. United Steelworkers v. Rawson, 495 U.S. 362, 374, 110 S.Ct. 1904, 1912, 109 L.Ed.2d 362 (1990) (<HOLDING>); IBEW v. Hechler, 481 U.S. 851, 864-65 & n. 7, Options: A. holding that union policy of furnishing only its members with legal counsel in connection with grievances under collective bargaining agreement violated unions duty of fair representation under federal service labormanagement relations statute B. holding that a union may breach its duty of fair representation by rejecting an employees interpretation of the collective bargaining agreement if the unions interpretation is itself arbitrary or unreasonable C. holding that an employee may sue for breach of a collective bargaining agreement without the union D. holding that union could contractually undertake in collective bargaining agreement other duties towards member employees in addition to statutorilyimposed duty of fair representation E. holding that petitioners remedy under title vii of the civil rights act was in addition to remedies available under the collective bargaining agreement in force between his employer and his union

assistant: The best answer is D. holding that union could contractually undertake in collective bargaining agreement other duties towards member employees in addition to statutorilyimposed duty of fair representation
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 corporations were formed to act as owners of the [Hotel]. They devote almost all of their corporate activity to administer their assets in the partnership. They actively authorized the formation of Taber and the obtaining of a bond to assist in the financing of the projects. They have loaned substantial amounts of money to Taber. And the directors of the partnership, Mr. and Ms. Romano, are the directors of the corporations. Under these circumstances, the Court cannot accept the characterization of the corporations’ interests in Taber as passive. The Court therefore considers of greater significance the location of the corporations’ primary activity. This activity is the renovation and operation of the [Hotel], which is located in Puert p., 979 F.2d 772, 774-75 (9th Cir.1992) (<HOLDING>) (citing Lugo-Vina, 574 F.2d at 43-44); Pyramid Options: A. recognizing separate corporate identity of subsidiary holding company despite evidence that it could not act without the express permission of its parent and that its sole function was to serve as financial conduit for parent B. recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations C. recognizing separate corporate identity of parent despite evidence that subsidiary performed the lions share of the film production for the parent D. holding that to establish that subsidiary is agent of parent for jurisdictional purposes the parent must exert control that is so pervasive and continual that the subsidiary may be considered an agent or instrumentality of the parent notwithstanding the maintenance of corporate formalities E. recognizing separate corporate identity of parent despite evidence that parent was alterego of its subsidiary and was being sued for acts of its subsidiary

assistant: The best answer is C. recognizing separate corporate identity of parent despite evidence that subsidiary performed the lions share of the film production for the parent
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: Enter into any arrangement, directly or indirectly, with any person (other than the Borrower any First Tier Covenant Party or a Subsidiary Loan Party) whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease (or otherwise become or remain liable as lessee or as a guarantor or other surety with respect to any lease of) such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “ Sale and Lease Back Transaction ”); provided that a Sale and Lease Back Transaction shall be permitted if: (a) with respect to property owned (i) by the Borrower a First Tier Covenant Party or any Domestic Subsidiary that is acquired after the Closing Date, (A) such Sale and Lease Back Transaction is consummated within 180 days of the acquisition of such property and (B) the Net Proceeds received from such Sale and Lease Back Transaction shall be applied to prepay the Loans pursuant to Section 2.08(b) hereof, and (C) to the extent any Non-ABL Priority Collateral is sold or transferred pursuant to such Sale and Lease Back Transaction, the property received shall include Non-ABL Priority Collateral of the same or greater value or (ii) by any Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, (i) the Net Proceeds shall be applied to prepay the Loans pursuant to Section 2.08(b) hereof and (ii) the Remaining Present Value of such lease, together with the Remaining Present Value of outstanding leases previously entered into under this Section 6.03(b) , would not exceed $150.0 million.

assistant: Sales
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 respective rights and obligations of the parties that require performance following expiration or termination of this Agreement, including but not limited to Sections 1.6.2, 1.6.3 , 2,and 1, shall survive the expiration or termination of this Agreement, the Employment Term and/or the Executive's employment with the Company.

assistant: Survival
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: TO THE MAXIMUM EXTENT PERMITTED BY LAW, I HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF, UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATED TO THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY LITIGATION CONCERNING ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR ACTION OF THE COMPANY OR ME, OR ANY EXERCISE BY THE COMPANY OR ME OF OUR RESPECTIVE RIGHTS UNDER THIS AGREEMENT OR IN ANY WAY RELATING TO THIS AGREEMENT. I FURTHER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE COMPANY TO ISSUE AND ACCEPT THIS AGREEMENT .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the trial judge in closing that, because the figures did not factor out expenses, they were unreliable. Appellant has not cited, and we have not located, any Maryland case directly on point, but the necessary remedy is a remand for a calculation of appellee’s expenses, to arrive at a proper damages award. See Guzman v. Jan-Pro Cleaning Sys., Inc., 839 A.2d 504, 508-09 (R.I.2003). JUDGMENTS OF THE CIRCUIT COURT FOR MONTGOMERY COUNTY AFFIRMED IN PART AND REVERSED IN PART; CASE REMANDED TO THE TRIAL COURT FOR FURTHER PROCEEDINGS CONSISTENT WITH THIS OPINION. COSTS TO BE PAID TWO-THIRDS BY APPELLANT AND ONE-THIRD BY APPELLEE. 1 . Appellant does not challenge the propriety of awarding both damages and rescission. See Sonnenberg v. Sec. Mgmt. Corp., 325 Md. 117, 124-25, 599 A.2d 820 (1992) (<HOLDING>). 2 . In his decision, announced from the bench Options: A. holding that remedies provided in the bankruptcy code for enforcing a chapter 11 plan of reorganization are not exclusive B. holding that the remedies are exclusive C. holding plaintiffs were not foreclosed from pursuing ucc remedies outside of written warranty because warranty notice provision did not specify that the remedies provided were exclusive of any other remedy D. holding that the act provides the exclusive procedures and remedies for common law causes of action based on allegations of deception fraud and misrepresentation E. holding that if adequate administrative remedies are available it is improper to seek relief in court before those remedies are exhausted

assistant: The best answer is B. holding that the remedies are exclusive
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: were not admissible under the state-of-mind exception to the hearsay rule. The trial court overruled appellant’s motion to exclude this evidence and admitted the evidence under the state-of-mind exception. II. ANALYSIS A. THE AFFIDAVIT 1. Appellant’s Confrontation Rights In ruling on appellant’s motion to exclude the affidavit, the trial court held “it is clear, and the Commonwealth does not dispute, that these statements do fall within the scope of Crawford” because they are testimonial hearsay. On appeal, the Commonwealth contends the statements in the affidavit were not testimonial and avers that this legal issue is subject to de novo review on appeal in spite of the prosecutor’s concession below. See generally Michels v. Commonwealth, 47 Va.App. 461, 465, 624 S.E.2d 675, 678 (2006) (<HOLDING>). We disagree. Whether or not the prosecutor Options: A. recognizing de novo standard of review B. holding that whether statements are testimonial is a legal issue subject to de novo review C. holding that whether a statute has been properly construed is a question of law subject to de novo review D. holding that whether a statute affects sentencing is a question of law subject to de novo review E. holding statutory interpretation is subject to de novo review

assistant: The best answer is B. holding that whether statements are testimonial is a legal issue subject to de novo review
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 (a), issue a press release disclosing the material terms of the transactions contemplated hereby upon the earlier of (i) filing of the Prospectus Supplement and (ii) within four (4) Trading Days immediately following the date hereof and (b) file a Current Report on Form 8-K with the Commission, including the Transaction Documents as exhibits thereto, within four (4) Trading Days following the date hereof. From and after the issuance of such press release, the Company shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide such Purchaser with prior notice of such disclosure permitted under this clause (b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions hereof, (a) the Initial Closing shall take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002 or such other location as mutually agreed to by the Parties, on the first Business Day on which the satisfaction or waiver of the conditions set forth in Sections 6.01(a), 6.01(b) and 6.01(d) has occurred (other than those conditions that are by their terms to be satisfied at the Initial Closing) (the date of the Initial Closing being referred to herein as the “ Initial Closing Date ”); and (b) the Second Closing shall take place at the offices of Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002 or such other location as mutually agreed to by the Parties, on the first Business Day on which the satisfaction or waiver of the conditions set forth in Sections 6.01(a), 6.01(c) and 6.01(d) has occurred (other than those conditions that are by their terms to be satisfied at the Second Closing) (the date of the Second Closing being referred to herein as the “ Second Closing Date ”); provided that the Initial Closing Date and the Second Closing Date shall not be earlier than the date set forth in the applicable Funding Notice unless mutually agreed by the Parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: courts that have considered these issues. The BOP does not exceed its authority by setting a payment schedule for inmates such as Durham. As noted by the Second Circuit, the IFRP “serves a valid penological objective of rehabilitation by facilitating repayment of debts,” and “is fully consistent with the Bureau of Prisons’ authorization, under the direction of the Attorney General, to provide for rehabilitation and reformation.” Johnpoll, 898 F.2d at 851. Nor do we believe, on this record, that the district court violated separation of powers principles by improperly delegating Article III functions to the BOP. Durham has simply not shown any indication that the district court delegated any core judicial functions. Accord Montano-Figueroa v. Crabtree, 162 F.3d 548, 550 (9th Cir.1998) (<HOLDING>); Mujahid v. Crabtree, 999 F.Supp. 1398, Options: A. recognizing that the judicial rewriting of a statute would violate the separation of powers doctrine B. holding ifrp is neither a usurpation of sentencing courts article iii power nor violation of separation of powers doctrine C. holding rfra is inconsistent with smith and violates the separation of powers doctrine D. recognizing separation of powers doctrine E. holding a congressional act which required courts to reopen certain final judgments as an unconstitutional violation of the separation of powers doctrine

assistant: The best answer is B. holding ifrp is neither a usurpation of sentencing courts article iii power nor violation of separation of powers doctrine
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: his supervisors of the disposition of a pending case was speech made pursuant to his official duties. Id. at 420-21, 126 S.Ct. 1951. It reasoned that writing the memo was part of the prosecutor’s “daily professional activities” as a government employee, distinguishable from “the kind of activity engaged in by citizens who do not work for the government.” Id. at 422, 423, 126 S.Ct. 1951. Finding that the prosecutor did not speak as a citizen, therefore, “simply reflect[ed] the exercise of employer control over what the em v. Guarnieri, — U.S. -, 131 S.Ct. 2488, 180 L.Ed.2d 408 (2011), and where an employee’s technically-off-duty speech related to “special knowledge” or “experience” acquired through his de facto job duties, Gorum, 561 F.3d at 185-86 (internal quotation marks omitted) (<HOLDING>). “[WJhether a particular incident of speech is Options: A. holding that a student has a right to counsel in a university disciplinary hearing where there is a pending criminal charge for the same incident but noting that the attorneys role at the disciplinary hearing is limited to safeguarding the students rights at the criminal proceeding and not to affecting the outcome of the disciplinary hearing B. holding that a prison disciplinary committee violated inmates rights to procedural due process by refusing to call their witnesses even though the disciplinary hearing took place in the aftermath of a riot and the resulting disciplinary caseload was ex tremely heavy C. holding that an inmates mandamus petition challenging a disciplinary report imposing 15 days disciplinary confinement was a collateral criminal proceeding because the disciplinary confinement limited petitioners ability to earn gain time D. holding that where the conviction was final the disciplinary commission was not authorized to assume the roles of both an accusatory tribunal and the ultimate determiner of guilt and that the separation of responsibility between the disciplinary board and the disciplinary commission provides constitutional due process E. holding that a professors speech at a students disciplinary hearing was made within his official duties since the professor had special knowledge and experience with the universitys disciplinary code as a de facto advisor to students with disciplinary issues

assistant: The best answer is E. holding that a professors speech at a students disciplinary hearing was made within his official duties since the professor had special knowledge and experience with the universitys disciplinary code as a de facto advisor to students with disciplinary issues
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: There is no pending (or, to the best knowledge of any Loan Party, threatened) action, suit or proceeding affecting any Loan Party or any of its properties before any court or other Governmental Authority or any arbitrator that (i) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (ii) relates to this Agreement or any other Loan Document or any transaction contemplated hereby or thereby.

assistant: Litigations
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: Defendants argue that Plaintiffs’ claims must fail because they are preempted by the First Amendment and because Plaintiffs cannot make out a prima facie case. The Court will address each argument in turn. 1. First Amendment The Sixth Circuit applies the Rogers test to Lanham Act claims. See Parks, 329 F.3d at 451-52 (“Rogers is the best test for balancing Defendants’ and the public’s interest in free expression under the First Amendment against [Plaintiffs] and the public’s interest in enforcement of the Lanham Act.”). Under this test, “the Lanham Act should be applied to artistic works only where th g] until after they purchase and play the Game. Even then, there is no guarantee that a consumer will actually [encounter] the [Song].” E.S.S. Entertainment, 444 F.Supp.2d at 1044, 1048 (<HOLDING>). And if a consumer does encounter the Song, it Options: A. holding that video game maker defendants have met both requirements of the rogers balancing test and are entitled as a matter of law to a first amendment defense to plaintiffs lanham act claims B. holding that the video games at issue are expressive and qualify as speech for purposes of the first amendment C. holding that a video game clearly qualifies as an artistic work entitled to first amendment protection D. holding that where a party claims a document is privileged and the trial court fails to conduct an in camera review or balancing test the trial court has departed from the essential requirements of the law E. holding that the proper test for balancing national security interests with a persons due process rights is the mathews balancing test

assistant: The best answer is A. holding that video game maker defendants have met both requirements of the rogers balancing test and are entitled as a matter of law to a first amendment defense to plaintiffs lanham act claims
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: score of four for purposes of sentencing. He asserts that his 1992 rape conviction is an element of sections 9793 and 9796, and therefore, the trial court’s use of the 1992 conviction in calculating Johnson’s prior record score constituted “double counting.” Johnson alleges that such “double counting” is a violation of the Sentencing Guidelines and the due process provisions of the Pennsylvania Constitution and the United States Constitution. ¶ 10 We first note that Johnson has failed to provide any argument or authority to support his contention that the trial court’s use of his 1992 rape conviction to calculate his prior record score violated due process. Therefore, we find this portion of Johnson’s argument waived. See Commonwealth v. Luktisch, 451 Pa.Super. 500, 680 A.2d 877 (1996) (<HOLDING>). ¶ 11 Johnson contends, however, that the Options: A. holding that the defendant waived an argument by failing to raise it in his appellants brief B. holding that an appellant waived a claim where he failed to cite any legal authority in support of an argument in his appellate brief C. holding waiver results if an appellant fails to properly develop an issue or cite to legal authority to support his contention in his appellate brief D. holding that an issue is waived where the defendant failed to develop an argument in his appellate brief and cited no authority E. holding an argument waived in part because the party failed to develop it in the district court

assistant: The best answer is D. holding that an issue is waived where the defendant failed to develop an argument in his appellate brief and cited no 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: rehearing he was found not guilty of such offense, as appears from the record or certificate of the court setting aside or reversing such conviction, or that he has been pardoned upon the stated ground of innocence and unjust conviction and (2) he did not commit any of the acts charged or his acts, deeds, or omissions in connection with such charge constituted no offense against the United States, or any State, Territory or the District of Columbia, and he did not by misconduct or neglect cause or bring about his own prosecution. 28 U.S.C. § 2513(a). The grant of jurisdiction to the Court of Federal Claims over a claim for compensation for an unjust conviction and imprisonment is strictly construed. Vincin v. United States, 199 Ct.Cl. 762, 468 F.2d 930, 933 (1972) (citations omitted) (<HOLDING>). The Court of Federal Claims does not have the Options: A. holding dormancy statutes should be strictly construed B. holding that in presence of any doubt a penal statute is to be strictly construed C. holding that the unjust conviction statute has always been strictly construed D. holding that a statute enacted in derogation of the common law must be strictly construed E. holding that railroad immunity act should be strictly construed

assistant: The best answer is C. holding that the unjust conviction statute has always been strictly construed
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 investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of Seller, and no such Person is entitled to any fee or commission from Seller or any Seller Affiliate in connection with the transactions contemplated by this Agreement.

assistant: Brokers
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 acknowledge and agree that you are responsible for knowing , protecting , and enforcing any intellectual property rights you hold , and that linden lab can not do so on your behalf .

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: 35 U.S.C. § 271(b), “[w]hoever actively induces infringement of a patent shall be liable as an infringer.” “Liability for either active inducement of infringement or for contributory infringement is dependent upon the existence of direct infringement. Thus, either form of ‘dependent infringement’ cannot occur without an act of direct infringement.” Joy Technologies, Inc. v. Flakt, Inc., 6 F.3d 770, 774 (Fed.Cir.1993) (internal citations omitted); see also, DSU Medical Corp. v. JMS Co., Ltd., 471 F.3d 1293, 1303 (Fed.Cir.2006) (“the patentee always has the burden to show direct infringement for each instance of indirect infringement.”) Circumstantial evidence may be sufficient to establish direct infringement. Moleculon Research Corp. v. CBS, Inc., 793 F.2d 1261, 1272 (Fed.Cir.1986) (<HOLDING>). However, even for the purposes of summary Options: A. holding that such circumstantial evidence may be used to prove discrimination B. holding circumstantial evidence has equivalent standing to direct evidence in criminal prosecution C. holding that evidence that manufacturer included instructional booklet teaching infringing puzzle solution was adequate circumstantial evidence that users solved puzzle according to instructions thus directly infringing patent D. holding that lack of consent may be established by adequate circumstantial evidence E. holding that motive is circumstantial evidence of intent

assistant: The best answer is C. holding that evidence that manufacturer included instructional booklet teaching infringing puzzle solution was adequate circumstantial evidence that users solved puzzle according to instructions thus directly infringing patent
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: errs in supporting its reasoning with the fact that city councils appear to be placed “between a rock and a hard place,” ante at 853-54. While it is true that curfews without exceptions will almost always impermissibly infringe upon substantive constitutional rights and that curfews with exceptions may be subject to vagueness challenges, invalidation of this ordinance is still mandated by our Constitution. “Our Constitution is designed to maximize individual freedoms within a framework of ordered liberty. Statutory limitations on those freedoms are examined for substantive authority and content as well as for definiteness or certainty of expression.” Kolender, 461 U.S. at 357, 103 S.Ct. 1855 (emphasis added); see also Nunez v. City of San Diego, 114 F.3d 935, 943-44 (9th Cir.1997) (<HOLDING>). “[Ljegislative bodies in draftsmanship Options: A. recognizing that plaintiff can bring action under due process clause of state constitution B. holding that mere neglect for prisoners safety does not amount to a substantive due process violation implying that intent to do harm would be an abuse of government power and amount to a substantive due process violation C. holding in five separate opinions that 1983 claim based on persons arrest cannot be brought under substantive due process where more specific constitutional provision fourth amendment applies D. recognizing 1983 substantive due process claim E. recognizing that interpreting curfew to avoid vagueness problems under due process clause may make it more difficult for the statute to pass constitutional muster on substantive grounds

assistant: The best answer is E. recognizing that interpreting curfew to avoid vagueness problems under due process clause may make it more difficult for the statute to pass constitutional muster on substantive grounds