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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and Operating Lessee and constitute a legal, valid and binding obligation of Borrower and Operating Lessee, enforceable against Borrower and Operating Lessee in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, Operating Lessee, or any Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and none of Borrower, Operating Lessee, or any Guarantor have asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. The Grantee consents to (a) receive any documents related to his or her current or future participation in the Plan, including this Agreement, by electronic means, (b) the use of electronic signatures or other electronic indication(s) of acceptance, and (c) participate in the Plan and/or receive any documents related to such participation through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the fact that he was in possession of a handgun months later when he was captured by the police was merely “coincidental” to the offense and not “in connection with” it. But, as the Supreme Court has noted, escape from custody is a “continuing offense.” United States v. Bailey, 444 U.S. 394, 413, 100 S.Ct. 624, 62 L.Ed.2d 575 (1980). McCargo’s admission that he acquired the gun for “protection” is therefore sufficient to show that he possessed it in connection with the felony — and that such possession was not merely coincidental. See Spurgeon, 117 F.3d at 644 (the “defendant’s own assertion that he had the weapon for protection” indicated that the possession of the firearm was in connection with a narcotics felony); see also United States v. Brown, 314 F.3d 1216, 1224 (10th Cir.2003) (<HOLDING>). Therefore, the enhancement was appropriate. Options: A. holding that an escape from custody under minnesota law is a crime of violence B. holding that in light of our recognition that escape presents a continuing threat of violence until the escapee is safely returned to custody we hold that for purposes of 2k21b5 every escape is sufficiently continuing such that possession of a gun subsequent to the initial departure from custody can qualify as being in connection with the escape C. holding that necessity defense to escape did not require defendant to turn herself in and that escape is not a continuing offense D. holding that escape from secure custody is a violent felony E. holding felony escape in north carolina to be crime of violence under acca because escape presents risk of injury to others

assistant: The best answer is B. holding that in light of our recognition that escape presents a continuing threat of violence until the escapee is safely returned to custody we hold that for purposes of 2k21b5 every escape is sufficiently continuing such that possession of a gun subsequent to the initial departure from custody can qualify as being in connection with the escape
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: not occupied instead of occupied by the Defendant. See Cox v. Grube (In re Grube), No. 09-81713, 2012 WL 3263905, at *7 (Bankr.C.D.Ill. Aug. 9, 2012) (stating that “[w]here there is no depletion of a debtor’s estate because a payment , is matched by an equivalent reduction in debt, any corresponding benefit to third parties does not come at the expense of the. estate, and those parties cannot be said to have received a fraudulent transfer”). Finally, prior to filing for bankruptcy, the Debtor had the right to do whatever he wanted to do with the Lake Property, and the Trustee cannot now retroactively question his choices. To do so would exceed the statutory authority granted to bankruptcy trustees. Geltzer v. Xaverian High Sch. (In re Akanmu), 502 B.R. 124, 132-33 (Bankr.E.D.N.Y.2013) (<HOLDING>). The Debtor graciously chose to let his Options: A. holding unconstitutional a board of review comprised of members of congress with veto power over certain executive functions even though the statutory scheme might prove to be innocuous B. holding that a trustee is not granted veto power over a debtors personal decisions at least with respect to prepetition expenditures C. holding unconstitutional a board of review comprised of members of congress with veto power over certain executive functions even though the statutory scheme might prove to be innocuous D. holding over E. holding that a debtors power to classify claims is limited

assistant: The best answer is B. holding that a trustee is not granted veto power over a debtors personal decisions at least with respect to prepetition expenditures
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 Guarantor hereby absolutely, unconditionally and irrevocably waives (i) promptness, diligence, notice of acceptance, notice of presentment of payment and any other notice hereunder, (ii) demand of payment, protest, notice of dishonor or nonpayment, notice of the present and future amount of the Obligations and any other notice with respect to the Obligations, (iii) any requirement that any Agent, any Lender protect, secure, perfect or insure any security interest or Lien on any property subject thereto or exhaust any right or take any action against any other Loan Party, or any Person or any Collateral, (iv) any other action, event or precondition to the enforcement hereof or the performance by each such Guarantor of the Obligations, and (v) any defense arising by any lack of capacity or authority or any other defense of any Loan Party or any notice, demand or defense by reason of cessation from any cause of Obligations other than payment and performance in full of the Obligations by the Loan Parties and any defense that any other guarantee or security was or was to be obtained by any Agent.

assistant: Waivers
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 Contributed Entity: (a) owns any patents, registered trademarks, or registered copyrights, (b) has any pending applications or registrations for any trademarks, patents or copyrights or (c) is a party to any Contracts with respect to an exclusive license by such Contributed Entity of any trademarks or patents. Except as, individually or in the aggregate, would not reasonably be expected to have a Contributor Party Material Adverse Effect, (i) no Intellectual Property (as defined in Section 5.19(i)(i) ) used by any Contributed Entity infringes or is alleged to infringe any Intellectual Property rights of any third party, (ii) to the Knowledge of Contributor Parties, no Person is misappropriating, infringing or otherwise violating any Intellectual Property of any Contributed Entity, and (iii) each Contributed Entity owns or is licensed to use, or otherwise possess valid rights to use, all Intellectual Property necessary to conduct the business of such Contributed Entity as it is currently conducted. Since December 31, 2015, no Contributor Party has received any written or, to the Knowledge of Contributor Party, verbal complaint, claim or notice alleging misappropriation, infringement or violation of any Intellectual Property rights of any third party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree and covenant that you shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, partners, and existing and prospective investors and other associated third parties, now or in the future.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Blocker’s first appearance at a hearing. At this hearing, he admitted that he “[cjould have been” served, as well as admitting to receiving documents in the mail. When told he had to pay support, he merely stated, “[cjan you give me any later date than that to give me time to come up with the money?” His only concern seemed to be that King’s child may not be his child; his concern was not insufficient service of process. At no time did Blocker allege that he did not actually receive process or that service was somehow defective. Not until he was arrested did such an issue seem to come to the court’s attention. Because Blocker made a general appearance, the defense of insufficient service of process had been waived. See MacDougall v. Kutina, 798 So.2d 30 (Fla. 4th DCA 2001) (<HOLDING>). Service of process was not an adequate Options: A. holding that a partys voluntary appearance waived any potential defects founded on service or venue problems B. holding that defects in service of process must be raised in preliminary objections C. holding that former husband waived any defects in service of process by appearing at the first contempt proceeding D. holding a successor corporation does not have a postsale duty to warn of product defects where the successor never succeeded to any service contracts was not aware of the products defects and did not know the location of the product at the time of plaintiffs injury E. holding that actual notice of lawsuit is no substitute for substantial compliance with frcp 4d1 requiring service on person of defendant on suitable resident at defendants dwelling or on defendants agent a judgment entered by a court which lacks jurisdiction over the person of the defendant is void and may be set aside at any time pursuant to fedrcivp 60b4 personal jurisdiction is established either by proper service of process or by the defendants waiver of any defect in the service of process

assistant: The best answer is C. holding that former husband waived any defects in service of process by appearing at the first contempt proceeding
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: An Eligible Employee may participate in the Plan pursuant to Section 3(a) by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or (ii) following an electronic or other enrollment procedure determined by the Administrator.

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

user: Confidential Information shall mean the following: c) the fact that the Disclosee (or any of their Representatives) are or have been involved in the analysis of, in meetings or negotiations related to the Sale, the contents, time and status of such negotiations, and generally any fact concerning the Sale.

assistant: Yes
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: except as otherwise set forth in these terms , these terms shall be exclusively governed by and construed in accordance with the laws of the netherlands , excluding its rules on conflicts of laws .

assistant: Choice of law
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 of this Agreement, upon the request of either the Seller or the Buyer, each of the Parties hereto will do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out the transactions contemplated by this Agreement and the Ancillary Agreements. The Seller shall provide all cooperation reasonably requested by the Buyer in connection with any effort by the Buyer to establish, perfect, defend, or enforce its rights in or to the Acquired Assets, including executing further consistent assignments, transfers and releases, and causing its representatives and agents to provide good faith testimony by affidavit, declaration, deposition or other means. To the extent further transfer or assignment of any Acquired Asset is required, and the Seller has not executed and returned the form of assignment reasonably requested by the Buyer to the Seller within ten (10) Business Days of the delivery of such request to Seller at the address for notices set forth in this Agreement, then the Seller hereby irrevocably appoints the Buyer as its attorney-in-fact with the right, authority and ability to execute and enter into such assignment on behalf of the Seller. The Seller stipulates and agrees that such appointment is a right coupled with an interest and will survive the incapacity or unavailability of the Seller at any future time. No Seller will take any action that is designed or intended to have the effect of discouraging any lessor, licensor, supplier, distributor or customer of the Seller or other Person with whom the Seller has a relationship from maintaining the same relationship with the Buyer after the Closing as it maintained with the Seller prior to the Closing. The Seller shall, and shall cause their Affiliates and their respective Representatives and other agents to, cooperate and assist the Buyer with an orderly transition of the Business and Acquired Assets to the Buyer.

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: “I never thought of that. I can ask them to come.” That Lu was insufficiently prescient about the type of additional corroborating evidence the IJ would require fails to justify an inference that his roommates would have testified unfavorably or that Lu is not currently practicing Falun Gong, especially given that he offered to have them come testify as soon as the government attorney brought it up. Because none of the BIA’s proffered grounds supports its adverse credibility determination, we must take Lu’s testimony at face value. Kaur, 379 F.3d at 890. Lu testified that, as a direct result of his Falun Gong practice, he was detained, beaten, electrically shocked, dragged into a courtyard, and tied to a tree for three hours. See Zhang v. Ashcroft, 388 F.3d 713, 720-21 (9th Cir.2004) (<HOLDING>). Because the BIA never reached the issue, we Options: A. holding that a showing of past persecution creates a rebuttable presumption of future persecution B. holding that absent a pattern of persecution linked to the applicant persecution of family members is insufficient to demonstrate a wellfounded fear of persecution C. holding that retaliation for opposition to government corruption can constitute persecution on account of a political opinion D. holding that persecution was on account of political opinion because petitioners prosecutorial investigation into acts of political corruption was by its very nature political E. holding that the persecution of falun gong practitioners constitutes persecution both on the basis of spiritual and religious belief and on the basis of political opinion

assistant: The best answer is E. holding that the persecution of falun gong practitioners constitutes persecution both on the basis of spiritual and religious belief and on the basis of political opinion
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: Borrower shall pay and perform all Obligations under this Agreement and the other Loan Documents, and pay or perform within applicable grace periods (a) all taxes, assessments and other governmental charges that may be levied or assessed upon (i) the Property, or (ii) it or any of its other property and that would reasonably be expected to have a Material Adverse Effect, and (b) all other indebtedness, obligations and liabilities that would reasonably be expected to have a Material Adverse Effect in accordance with customary trade practices; provided , that the Borrower may contest any item described in this Section 7.05 in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant agrees that, prior to the Termination Date and during the Restricted Period (or the Enhanced Restricted Period, as applicable), if the Participant breaches the Non-Solicitation Conditions, the Confidentiality Conditions and/or the POE Agreement, in addition to all rights and remedies available to the Travelers Group at law and in equity (including without limitation those set forth in the Option Rules for involuntary termination), the Participant will immediately forfeit any portion of the Option under this Award Agreement that has not otherwise been previously forfeited under the Award Rules in Exhibit A and that has not yet been paid, exercised, settled or vested. The Company may also require repayment from the Participant of any and all compensatory value that the Participant received for the last twelve (12) months of his or her employment and through the end of the Restricted Period (or the Enhanced Restricted Period, as applicable) from this Option or any Prior Equity Awards (including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of any such awards and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise, or settlement of any such awards). The Participant will promptly pay the full amount due upon demand by the Company, in the form of cash or shares of Common Stock at current Fair Market Value.

assistant: Forfeitures
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: our license to your content is subject to your rights under applicable law ( for example laws regarding personal data protection to the extent any content contains personal information as defined by those laws ) and is for the limited purpose of operating , developing , providing , and improving the service and researching and developing new ones .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF 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 legal provision and list the applicable contract clause categories. Provision: Sublessee leases the Aircraft in its “as is, where is” condition. The only services, rights, or warranties to which the Sublessee is entitled to under this Sublease are those to which the Sublessor is provided under the Prime Lease.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and (iv) the limitations contained in Section 4(d)(i) below; provided , however , that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

assistant: Adjustments
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: involvement with five or more kilograms of cocaine, arguing that he had withdrawn before El Don organized the delivery of the intercepted 7.2 kilograms of cocaine on March 25, 2011. Ortega argues that the sole evidence of a conspiracy existing at the time of the seizure of 7.2 kilograms of cocaine on March 25, 2011 was the April 17, 2011 phone calls between Ortega and El Don. In that call Ortega had arranged for El Don to buy five kilograms of cocaine. Ortega’s argument is unavailing. A conspiracy between Ortega and El Don having been established by the government, the burden rested with Ortega to prove that he affirmatively withdrew from it, not with the government to prove the nonexistence of withdrawal. See Smith v. United States, — U.S. -, 133 S.Ct. 714, 720, 184 L.Ed.2d 570 (2013) (<HOLDING>). We conclude that Ortega has not met his Options: A. holding that in passing 21 usc 846 congress left the common law burden of proving the affirmative defense of withdrawal on the defendant rather than requiring the government to prove nonexistence of withdrawal B. holding that the government was not responsible for delay from withdrawal of guilty plea C. holding that the defendant has the burden of proving a fair and just reason for withdrawal of a guilty plea D. holding that defendant was responsible for the delay from the withdrawal of his guilty plea E. holding that when congress is silent on the issue of the burden of proof applicable to a common law affirmative defense that does not negate an element of the offense we presume congress intended the defendant to bear the burden of proof of the defense by a preponderance of the evidence

assistant: The best answer is A. holding that in passing 21 usc 846 congress left the common law burden of proving the affirmative defense of withdrawal on the defendant rather than requiring the government to prove nonexistence of withdrawal
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: Several months later, however, Desktop filed a motion in the district court to vacate the dismissal and rescind the settlement agreement due to Digital’s material misrepresentations during settlement negotiations. Id. The district court granted Desktop’s motion, and Digital appealed to the Tenth Circuit. Id. “[T]he Tenth Circuit dismissed the appeal for lack of jurisdiction, holding that the District Court order was not appealable under § 1291, because it neither end[ed] the litigation on the merits nor [fell] within the long-recognized collateral order exception to the final judgment requirement.” Id. (quoting Desktop Direct, Inc. v. Digital Equip. Corp., 993 F.2d 755, 757 (10th Cir.1993)) (internal quotation marks omitted). The Supreme Court affirmed .Ct. 2034, 52 L.Ed.2d 651 (1977) (<HOLDING>). The Court reasoned that a party’s Options: A. holding that this courts review of board decisions is limited to final orders or final decisions B. recognizing that orders denying motions to reopen are treated as final orders of removal C. holding that court of appeals statutory jurisdiction over final orders of removal extends to reinstatement orders D. holding that remand orders are also appealable orders under 28 usc 1291 E. holding that pretrial orders rejecting claims of former jeopardy constitute final decisions and thus satisfy the jurisdictional prerequisites of 1291

assistant: The best answer is E. holding that pretrial orders rejecting claims of former jeopardy constitute final decisions and thus satisfy the jurisdictional prerequisites of 1291
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: Seller and Purchaser hereby covenant and agree that, at all times after the Effective Date and continuing after the Closing, unless consented to in writing by the other party (which consent may be granted or withheld in the sole discretion of the party whose consent is being requested), no press release or other public disclosure concerning this transaction shall be made by or on behalf of Seller or Purchaser which discloses the Purchase Price or any other economic terms of this transaction, and each party agrees to use best efforts to prevent disclosure of any such restricted information by any third party. Notwithstanding the foregoing, (i) each party shall be entitled to make disclosures concerning this Agreement and materials provided hereunder to its lenders, attorneys, accountants, employees, agents and other service professionals as may be reasonably necessary in furtherance of the transactions contemplated hereby, (ii) Purchaser shall be entitled to make disclosures concerning this transaction and materials provided hereunder to its potential debt and equity sources, and (iii) each party shall be entitled to make such disclosures concerning this Agreement and materials provided hereunder as may be necessary to comply with (a) any court order, (b) the directive of any applicable governmental authority, or (c) any applicable securities law, rule and/or regulation. The provisions of this Section 9.15 shall survive Closing or any termination of this Agreement.

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: commercial, including ... [any maritime contract evidencing a transaction involving commerce], falls under the Convention. An agreement or award arising out of such a relationship which is entirely between citizens of the United States shall be deemed not to fall under the Convention unless that relationship involves property located abroad, envisages performance or enforcement abroad, or has some other reasonable relation with one or more foreign states. For the purpose of this section a corporation is a citizen of the United States if it is incorporated or has its principal place of business in the United States. 9 U.S.C. §§ 201 and 202; see also 9 U.S.C. § 2. A seaman’s contract that contains an agreement to arbitrate generally falls under the convention. Bautista, 396 F.3d at 1299 (<HOLDING>) (citing Francisco v. STOLT ACHIEVEMENT MT, 293 Options: A. holding that the court was not bound by the parties agreement that contracts were unambiguous and holding that contracts were ambiguous B. holding implied covenant of good faith and fair dealing found in some commercial contracts does not extend to atwill employment contracts C. holding that contracts for an indefinite period are excluded from the statutes coverage D. holding that at will contracts of employment are subject to tortious interference with contracts claims E. holding that the convention and us implementing statutes do not recognize an exception for seaman employment contracts and concluding that such contracts are commercial for purposes of same

assistant: The best answer is E. holding that the convention and us implementing statutes do not recognize an exception for seaman employment contracts and concluding that such contracts are commercial for purposes of same
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 has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Purchaser true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (“1934 Act” or “Exchange Act”), and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

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: Except as set forth in Section 3.02 of the Disclosure Schedules, Seller has no Subsidiaries, and has no direct or indirect equity, debt or other interest in any Person, or any right, warrant or option to acquire any such interest. No Subsidiary owns or operates any portion of the Business or has any right, title or interest in, to or under any asset, property or right that is used in or useful for the operation of the Business.

assistant: Subsidiaries
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: two or more circuits” was not satisfied. Id. at 1116. In the instant ease, the crimes did not take place only in Miami-Dade County, and because a co-perpetrator possessed and transported contraband through several different judicial circuits and was therefore susceptible to prosecution in any of those judicial circuits in which he transported the contraband, we conclude that the “affecting two or more circuits” requirement was met. See King v. State, 790 So.2d 477, 479 (Fla. 5th DCA 2001) (concluding the OSP had the authority to prosecute burglary charges that occurred in a single judicial circuit, where the burglary was part of a business enterprise (the operation of a chop shop) that was located in another judicial circuit);. Suiero v. State, 248 So.2d 219, 224 (Fla. 4th DCA 1971) (<HOLDING>). Ross v. State, 664 So.2d 1004 (Fla. 4th DCA Options: A. holding that the criminal act of one conspirator in furtherance of the conspiracy is attributable to the other conspirators for the purpose of holding them responsible for the substantive offense B. holding criminal conspiracy is sustained where the commonwealth establishes the defendant entered into an agreement to commit or aid in an unlawful act with another person with a shared criminal intent and an overt act was done in furtherance of the conspiracy a coconspirator may commit the overt act and conspirators are liable for acts of the coconspirators committed in furtherance of the conspiracy C. holding that venue is proper in any district where any act in furtherance of the conspiracy took place D. holding that a prosecution for a criminal conspiracy may be brought in the county where the unlawful combination is formed or in any county where the overt act is committed by any of the conspirators in furtherance of the unlawful confederacy E. holding that in a conspiracy case venue lies where the conspiracy agreement was formed or in any jurisdiction where an overt act in furtherance of the conspiracy was committed by any of the conspirators

assistant: The best answer is D. holding that a prosecution for a criminal conspiracy may be brought in the county where the unlawful combination is formed or in any county where the overt act is committed by any of the conspirators in furtherance of the unlawful confederacy
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 has filed all SEC Reports required to be filed by it under the Securities Act and the Exchange Act since January 8, 2016 (the “ Reference Date ”) (or such shorter period as the Company was required by law to file such reports) (the “ 2016 SEC Reports ”) on a timely basis, or timely filed a valid extension of such time of filing and has filed the 2016 SEC Reports prior to the expiration of any such extension. As of their respective dates, the 2016 SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the 2016 SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the 2016 SEC Reports (the “ 2016 Financial Statements ”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. The 2016 Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the footnotes thereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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: Upon the occurrence of any Event of Default described in Section 9.1(f) or Section 9.1(g) , automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Required Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each of the Credit Parties: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided , the foregoing shall not affect in any way the obligations of the Lenders under Section 2.2(b)(iii) or Section 2.3(e) ; (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents and (D) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.1(f) and Section 9.1(g) to pay) to the Administrative Agent such additional amounts of cash, to be held as security for such Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding under arrangements acceptable to the Administrative Agent, equal to the Outstanding Amount of the Letter of Credit Obligations at such time. Notwithstanding anything herein or otherwise to the contrary, any Event of Default occurring hereunder shall continue to exist (and shall be deemed to be continuing) until such time as such Event of Default has been cured to the satisfaction of the Required Lenders or waived in writing in accordance with the terms of Section 11.4 .

assistant: Remedies
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: by his landlord, defendant typically wrapped his garbage in plastic bags and put the bags in cans in back of the duplex a few feet away from the alley. We are concerned with two different searches of garbage placed by defendant in these cans. The first search involved Cross walking out the back door of the duplex and seizing an empty cardboard UPS box that defendant had left unwrapped in one of the garbage cans. The box, which was addressed to defendant, contained a return address for Main Labs, Inc., in Toledo, Ohio. Officer Byron Olson immediately called Main Labs and learned that the box contained 3-ounce packets of a powdered food supplement; Officer Olson was aware that powdered food supplements are used by many drug dealers to “cut” controlled substances such as cocaine (<HOLDING>). We do not believe that the Court of Appeals’ Options: A. holding no reasonable expectation of privacy in garbage placed in trash cans B. holding that random searches of subway passengers carryon bags which include the visual inspection of the contents of such bags to be minimal C. holding tacit consent to search of person was insufficient to prove consent to search bags where bags were not in defendants actual possession defendant merely pointed out bags at officers request and officer never specifically asked for consent to search bags D. holding that there was no reasonable expectation of privacy in the contents of plastic garbage bags left on or at the side of a public street E. holding that defendant had no reasonable expectation of privacy in the contents of plastic bags placed in or near his open garbage cans and that the police did not violate his fourth amendment rights in seizing and searching the bags where they were able to do so without trespassing on the defendants property

assistant: The best answer is E. holding that defendant had no reasonable expectation of privacy in the contents of plastic bags placed in or near his open garbage cans and that the police did not violate his fourth amendment rights in seizing and searching the bags where they were able to do so without trespassing on the defendants property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No public release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by the Company, any Selling Stockholder or any Purchaser without the prior consent of the Company and the Selling Stockholders (in the case of a release or announcement by a Purchaser), such Purchasers and the Selling Stockholders (in the case of a release or announcement by the Company), or such Purchasers and the Company (in the case of a release or announcement by the Selling Stockholders) (which consents shall not be unreasonably withheld, conditioned, or delayed), except for any such release or announcement as may be required by Law or the applicable rules or regulations of any securities exchange or securities market including, without limitation, the filing with the SEC of one or more registration statements in accordance with the requirements of the Registration Rights Agreement, any filings required by any applicable state securities laws, the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the Securities Act, the filing of any requisite notices and/or application(s) to the NASDAQ, if applicable, for the issuance, sale, and listing or quotation of the Class A Common Stock for trading or quotation, as the case may be, thereon in the time and manner required thereby, the filings required in accordance with Section 2.26 of this Agreement, in which case the Company, the Selling Stockholders or the Purchasers, as the case may be, shall allow the Purchasers, the Selling Stockholders or the Company, as applicable, to the extent reasonably practicable under the circumstances, reasonable time to comment on such release or announcement in advance of such issuance.

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: Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by me or any other Participant of the Plan.

assistant: Waivers