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: The Company confirms that neither it nor any of its officers or directors nor any other Person acting on its or their behalf has provided, and it has not authorized the Placement Agent to provide, any Purchaser or its respective agents or counsel with any information that it believes constitutes or could reasonably be expected to constitute material, non-public information except insofar as the existence, provisions, and terms of the Transaction Documents and the proposed transactions hereunder may constitute such information, all of which will be disclosed by the Company in the Initial Press Release as contemplated by Section 4.7 hereof. The Company understands and confirms that each of the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations, or financial conditions, which, under applicable law, rule, or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed, except for the announcement of this Agreement and related transactions.

assistant: Disclosures
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: when you agree to a free trial , you are also agreeing to sign up for a subscription as described above and , consequently , unless you cancel your subscription prior to the end of your free trial , we ( or our third party payment processor ) will begin charging your payment method on a recurring basis for the subscription fee ( plus any applicable taxes ) until you cancel your subscription .

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: Borrower shall pay or cause to be paid, prior to delinquency, all Taxes which may at any time be assessed, levied or imposed upon Borrower, any Site, the Collateral, the Loan Documents, the Obligations, or the rents, issues, profits, damages, income and other benefits now or hereafter derived from any of the Sites, or which may arise in respect of the occupancy, use, possession or operation thereof, subject, however, to any contest rights provided for in the Loan Documents.

assistant: Taxes
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: district court may decline to exercise supplemental jurisdiction over the remaining state law defamation claim. See Big Bear Lodging Ass’n v. Snow Summit, Inc., 182 F.3d 1096, 1106 n. 9 (9th Cir.1999). The district court erred as a matter of law in holding that Rivera’s defamation claim was preempted by FELA. See Gottshall, 512 U.S. at 556, 114 S.Ct. 2396. A claim for defamation does not result in a physical impact and is therefore not the type of claim that FELA was designed to encompass. See id. at 555-56, 114 S.Ct. 2396; see also Smith v. Union Pacific Railroad, 236 F.3d 1168, 1172 (10th Cir. 2000) (rejecting plaintiffs emotional distress claim under FELA because there was no physical impact causing the disorder); Grown v. Union Pacific Railroad, 162 F.3d 984, 985-86 (8th Cir.1998) (<HOLDING>). Rivera should therefore be permitted to Options: A. recognizing torts of intentional and negligent infliction of emotional distress B. holding that employee could not state a claim for negligent infliction of emotional distress under fela without a showing of physical impact C. holding that under south dakota law compensation for negligent infliction of emotional distress requires manifestation of physical symptoms and intentional infliction of emotional distress requires an extreme disabling emotional response D. holding that a tort claim for intentional infliction of emotional distress is distinct from a claim for emotional distress damages under the employment discrimination statute E. holding that in being discharged employee did not sustain the direct physical impact required to maintain an action for negligent infliction of emotional distress

assistant: The best answer is B. holding that employee could not state a claim for negligent infliction of emotional distress under fela without a showing of physical impact
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and of a set of goals and objectives; (d) A determination of unmet needs by comparing existing facilities to goals and objectives; (e) A strategic matching of funding options and facility needs to ensure the most effective development strategy; and (f) A management structure that maintains, operates, repairs, renovates, and replaces capital facilities to obtain the maximum value for each public dollar spent. § 216.015(3), Fla. Stat. (2007). TBRC is a constitutional body that has only those powers which were specifically designated to it. If certain powers are not explicitly provided to the Commission, this Court cannot add to the constitutional limitations by expanding its authority beyond the provisions stated. See Southern Armored Serv., Inc. v. Mason, 167 So.2d 848, 850 (Fla.1964) (<HOLDING>). We find that the plain reading of the term Options: A. holding that an exercise by the state of its police power is presumed to be valid when it is challenged under the due process clause of the fourteenth amendment B. holding that under leedom v kyne jurisdiction exists over challenges addressed to the very existence of board power as opposed to its exercise of that power C. holding that the recognition power is not limited to a determination of the government to be recognized but rather includes the power to take actions without which the power of recognition might be thwarted D. recognizing a distinction between the power of a federal court to hear statelaw claims and the discretionary exercise of that power E. holding that a commission is a body with special and limited power and it can only exercise the power expressly or impliedly granted to it and any reasonable doubt of existence of any power must be resolved against the exercise thereof

assistant: The best answer is E. holding that a commission is a body with special and limited power and it can only exercise the power expressly or impliedly granted to it and any reasonable doubt of existence of any power must be resolved against the exercise thereof
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: 914 P.2d 1246, 1249 n. 4 (Alaska 1996). 14 . Park v. Park, 986 P.2d 205, 206 (Alaska 1999). 15 . Julsen v. Julsen, 741 P.2d 642, 649 n. 10 (Alaska 1987). 16 . The dissent similarly argues that the trial court abused its discretion by not explicitly addressing these factors. See Dissent at 1051. 17 . See Park, 986 P.2d at 207 (stating that "[w]hile a court determining custody must always consider each of these statutory factors, it need not refer to all of them in explaining its custody decision”); Borchgrevink v. Borchgrevink, 941 P.2d 132, 137-39 (Alaska 1997) (noting no error in trial court’s failure to expressly address those factors not disputed by the parties and those not favoring the parent to whom the court denied custody); Duffus v. Duffus, 932 P.2d 777, 779 (Alaska 1997) (<HOLDING>). 18 . Park, 986 P.2d at 207 (citing Options: A. holding that while the parties may choose to renegotiate their agreement they are under no good faith obligation to do so B. holding that while trial courts are encouraged to state all findings in their written orders they are not required to do so as long as the basis for their decisions is clear from the record and thus susceptible to review C. holding it improper to independently review the record to find support for a trial courts decision so long as it is unclear whether the trial court considered statutory factors D. holding that even though defendants response does not affirmatively state in the document itself that they are competent to testify as to the facts to which they swore does not necessarily doom their testimony so long as the record taken as a whole demonstrates that their testimony meets the requirements of rule 56 E. holding that as long as the findings are supported by substantial evidence the board must defer to the hearing committees credibility determinations because they are subsidiary findings of basic facts

assistant: The best answer is B. holding that while trial courts are encouraged to state all findings in their written orders they are not required to do so as long as the basis for their decisions is clear from the record and thus susceptible to 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: (a) This Agreement is personal to Executive and, without the prior written consent of the Company, shall not be assigned by Executive otherwise than by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to reimburse Consultant for his reasonable, documented out-of-pocket expenses associated with the Services (the “ Expenses ”), subject to the Company’s normal and usual reimbursement policies, provided that the Consultant shall receive written authorization of any one-time Expense greater than $500.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Subordinated Creditor and each Obligor will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Agent may reasonably request in writing, in order to protect any right or interest granted or purported to be granted hereby or to enable the Agent or any other Secured Party to exercise and enforce its rights and remedies hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During and after Executive’s employment, Executive shall cooperate fully that the Company in the defense or prosecution of any claims or actions now in existence or that may be brought in the future against or on behalf of the Company that relate to events or occurrences that transpired while Executive was employed by the Company. Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company.

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 legal provision and list the applicable contract clause categories. Provision: In event of a breach or threatened breach of any of Executive’s duties and obligations under this Section 8, the Company shall be entitled, in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages it may suffer), to (i) temporary, preliminary and permanent injunctive relief restraining such breach or threatened breach, (ii) in the case of a breach or threatened breach of Sections 8(b) and 8(c), cease making payments or providing benefits under Section 5 of this Agreement (other than paragraph 5(a) thereof), and (iii) any other relief obtainable through statutory or common law means (including, but not limited to, applicable trade secrets law). Executive hereby expressly acknowledges that the harm that might result to the Company’s business as a result of any noncompliance by Executive with the provisions of this Section 8 would be largely irreparable. The restrictions stated in this Section 8 are in addition to and not in lieu of protections afforded to trade secrets and confidential information under applicable law. Nothing in this Section 8 is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its trade secrets and confidential information.

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: work of this type than are federal courts, which lack the close association with state and local government organizations dedicated to handling issues that arise out of conflicts over divorce, alimony, and child custody decrees.” Id. at 703-04, 112 S.Ct. at 2215. Similarly, the federal district court in Bromley v. Bromley concluded that, except for the limited matters of international abduction expressly addressed by the [Hague] Convention [on the Civil Aspects of International Child Abduction], [child custody matters] would better be handled by the state courts which are more numerous and have both the experience and resources to deal with this special area of the law. 30 F.Supp.2d 857, 862 (E.D.Pa.1998); accord Teijeiro Fernandez v. Yeager, 121 F.Supp.2d 1118, 1125-26 (W.D.Mich.2000) (<HOLDING>). Moreover, federal immigration law recognizes Options: A. holding first amendment guarantees access to criminal trials and limitations on access are subject to strict scrutiny B. holding that the total denial of all access to the law library for seven months violated the plaintiffs constitutional right of access to the courts C. recognizing a right of access to civil proceedings D. holding that patria potestas rights under mexican law are custody rights under the hague convention E. holding that because hague convention on the civil aspects of international child abduction lacks specific remedy for rights of access to children matters relating to access are best left to the state courts which are more experienced in resolving these issues

assistant: The best answer is E. holding that because hague convention on the civil aspects of international child abduction lacks specific remedy for rights of access to children matters relating to access are best left to the state courts which are more experienced in resolving these 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: If any Company (other than a Dormant Subsidiary) shall (a) except as permitted pursuant to Section 5.12 hereof, discontinue business; (b) generally not pay its debts as such debts become due; (c) make a general assignment for the benefit of creditors; (d) apply for or consent to the appointment of an interim receiver, a receiver , a receiver and manager, an administrator, a sequestrator, a monitor, a custodian, a trustee, an interim trustee, a liquidator, an agent or any other similar official of all or a substantial part of its assets or of such Company; (e) be adjudicated a debtor or insolvent or have entered against it an order for relief under the Bankruptcy Code, or under any other bankruptcy insolvency, liquidation, winding-up, corporate or similar statute or law, foreign, federal, state or provincial, in any applicable jurisdiction, now or hereafter existing, as any of the foregoing may be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as the case may be; (f) file a voluntary petition under the Bankruptcy Code or seek relief under any bankruptcy or insolvency or analogous law in any jurisdiction outside of the United States, or file a proposal or notice of intention to file such petition; (g) have an involuntary proceeding under the Bankruptcy Code filed against it and the same shall not be controverted within ten days, or shall continue undismissed for a period of thirty (30) days from commencement of such proceeding or case; (h) file a petition, an answer, an application or a proposal seeking reorganization or an arrangement with creditors or seeking to take advantage of any other law (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors, or admit (by answer, by default or otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding (whether federal, provincial or state, or, if applicable, other jurisdiction) relating to relief of debtors; (i) suffer or permit to continue unstayed and in effect for thirty (30) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, that approves a petition or an application or a proposal seeking its reorganization or appoints an interim receiver, a receiver and manager, an administrator, custodian, trustee, interim trustee or liquidator of all or a substantial part of its assets, or of such Company; (j) have an administrative receiver appointed over the whole or substantially the whole of its assets, or of such Company; (k) have assets, the value of which is less than its liabilities; or (l) have a moratorium declared in respect of any of its Indebtedness, or any analogous procedure or step is taken in any jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and substantial evidence on the whole record.” Id. (citations omitted). A FOF is clearly erroneous when “(1) the record lacks substantial evidence to support the finding or determination, or (2) despite substantial evidence to support the finding or determination, the appellate court is left with the definite and firm conviction that a mistake has been made.” Id. (citation omitted). Substantial evidence is defined as “credible evidence which is of sufficient quality and probative value to enable a person of reasonable caution to support a conclusion.” Id. (citation and quotation marks omitted). We review the Water Commission’s action “pursuant to the deferential abuse of discretion standard.” Paul’s Electrical Service, Inc. v. Befitel, 104 Hawai'i 419, 91 P.3d at 501-02 (2004) (<HOLDING>). However, because water is a public trust Options: A. recognizing that we review the sentence imposed by a district court under the abuse of discretion standard B. holding that the standard of review for an award of statutory damages is even more deferential than an abuse of discretion standard C. holding that if the legislature has granted the agency discretion over a particular matter then we review the agencys action pursuant to the deferential abuse of discretion standard bearing in mind that the legislature determines the boundaries of that discretion D. holding that the appropriate standard of review is abuse of discretion E. holding failure to exercise discretion is abuse of discretion

assistant: The best answer is C. holding that if the legislature has granted the agency discretion over a particular matter then we review the agencys action pursuant to the deferential abuse of discretion standard bearing in mind that the legislature determines the boundaries of that discretion
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: points based on his veteran status, this claim is not addressed in the Board’s decision currently on appeal. We take notice, however, that Mr. Grayton’s VEOA claim is being pursued in a separate appeal currently pending before the Board. See Grayton v. Soc. Sec. Admin., No. SF-3330-16-0552-I-1 (Notice of Appeal). Because Mr. Grayton’s VEOA claim has yet to be decided by the Board, there is no final decision with respect to his VEOA claim. Mr. Grayton’s appeal based on the VEOA is therefore premature and we lack jurisdiction to consider it at this time. See 28 U.S.C. § 1295(a)(9) (2011) (providing that this Court has jurisdiction to review a “final order or final decision of the Merit Systems Protection Board”); see also Weed v. Soc. Sec. Admin., 571 F.3d 1359, 1361-63 (Fed. Cir. 2009) (<HOLDING>). On appeal, Mr. Grayton also asserts that he Options: A. holding that the courts jurisdiction is limited to the appeal of final board decisions that are adverse to the claimant B. holding that the term final and conclusive precludes judicial review of army claims decisions C. holding that the supreme court has final appellate review of agency decisions D. holding that cue review applies only to prior final decisions of agencies of original jurisdiction ros and not to prior decisions of the board E. holding that this courts review of board decisions is limited to final orders or final decisions

assistant: The best answer is E. holding that this courts review of board decisions is limited to final orders or final decisions
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: 9.2 guests can cancel a confirmed booking at any time subject to the listing 's cancellation policy , and airbnb payments will provide any refund to the guest in accordance with such cancellation policy .

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: 7 . In 1996, Congress amended this section by substituting the phrase "on or off such premises” for the phrase "on or near such premises.” See Pub.L. 104-120 § 9(a)(1). Because that amendment occurred subsequent to the events of this case, it has no effect here. Also, in 1998, Congress redesignated section 1437d(Z)(5) as section 1437d(Z)(6). 8 . In Charlotte Housing Authority, the housing authority sought to evict a tenant as a result of the criminal conduct of her nineteen-year old son, who was arrested for murder, assault with a deadly weapon, discharging a firearm into an occupied dwelling and possession of a deadly weapon on the premises of the public housing authority. 9 . See also Housing Authority of the City of Jersey City v. Thomas, 318 N.J.Super. 191, 723 A.2d 119 (1999) Options: A. holding that trial court properly terminated fathers obligation to support his seventeenyearold daughter who refused to live with father but instead chose to reside in her own apartment after her mother moved out of state where daughter offered no justifiable reason for not living with her father daughter only contended that her stepmother was too neat for her and that she wanted to live closer to her friends B. holding that a mother successfully stated a violation of the fourteenth amendment by alleging that the los angeles police department recklessly deprived her of the companionship of her mentally disabled adult son C. holding that debtor who was separated from her husband and who testified that she would only return to the marital home if her husband vacated the house or died or if she was required to care for him or her adult son there or if the couple reconciled was an abandonment of the marital home as her homestead D. holding that an information alleging the defendant abused the petitioner by coming to her apartment failed to allege a criminal violation of 455085 E. holding that section 1437dl5 cannot be read to require the eviction of a tenant whose adult son surreptitiously entered the tenants apartment against her will and conducted illegal drug activities in her apartment

assistant: The best answer is E. holding that section 1437dl5 cannot be read to require the eviction of a tenant whose adult son surreptitiously entered the tenants apartment against her will and conducted illegal drug activities in her apartment
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 of this Agreement, this Agreement will remain in effect for a period commencing on the Employment Date and ending on the fourth (4th) anniversary thereof (the “ Term ”). Upon a termination of employment and to the extent requested in writing by the Company, you agree to resign from all positions you may hold with the Company at such time (including as a member of the Board). You will be appointed to the Board as a director for each year of the Term. During the Term you will be expected to devote your full working time and attention to the business of the Company, and you will not render services to any other business without the prior written approval of the Board.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (calculating equity cushion of $4.6 million as 16% of the total value of the collateral ($28 million), not of the debt ($24 million)); New Hampshire Ave. Assocs., 85 B.R. at 310 (finding equity cushion of $450,000 was 20% of the value of the collateral ($2,150,000) not of the secured claim ($1,700,000)); McKillips, 81 B.R. at 457 (finding equity cushion of $35,000 was 14.5% of value of property ($240,000) not of secured debt ($202,885)). But see Grant Broad., 71 B.R. at 383 (calculating equity cushion as percentage of secured debt). Therefore, the Court concludes that the equity cushion is 9%, which is insufficient to constitute adequate protection of Colony’s position. While the Debtors also assert that Colony is adequately protected by the ongoing cash collect 723 (Bankr.D.Del.2002) (<HOLDING>). The Court rejects that argument, however, Options: A. holding that debtors could not exempt under 522d1 proceeds from the prepetition sale of their home B. holding that a prepetition equitable distribution right to equalization relief constitutes a discharged prepetition claim and distinguishing while agreeing with in re marriage of seligman 14 calapp4th 300 18 calrptr2d 209 214215 1993 wherein it was held that a prepetition equitable distribution right to in kind relief does not constitute a prepetition claim C. holding that sale of accounts receivable under section 363 was not free and clear of defenses such as recoupment but was free and clear of setoff rights unless the setoff was actually taken prepetition D. holding that a debtors 522d1 exemption was invalid when the debtor exempted proceeds from the prepetition sale of the debtors marital home which were paid to a judgment creditor with an attachment on the debtors interest in the home E. holding that provision in prepetition agreement which precluded sale of assets by debtor was not a bar to a sale under section 363 because prepetition agreements purporting to in terfere with a debtors rights under the bankruptcy code are not enforceable

assistant: The best answer is E. holding that provision in prepetition agreement which precluded sale of assets by debtor was not a bar to a sale under section 363 because prepetition agreements purporting to in terfere with a debtors rights under the bankruptcy code are not enforceable
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 club, an area over which Swordfish purportedly had no control, the majority avoids Appellant’s argument that Swordfish had a duty to provide reasonable security measures in the common areas outside the nightclub, which were under Swordfish’s control, and that the failure to do so allowed the assailant to return to the club and injure Appellant. That Appellant was shot inside the club relates to causation, which in my opinion, is not here a proper element of negligence on which to base summary judgment. I agree with Appellant that a commercial landlord, under circumstances here appearing, has a duty to reasonably protect invitees from foreseeable criminal acts in areas under the landlord’s control. Compare Cramer v. Balcor Prop. Mgmt., Inc., 312 S.C. 440, 441 S.E.2d 317 (1994) (<HOLDING>), with Bullard v. Ehrhardt, 283 S.C. 557, 559, Options: A. holding that a residential landlord has no duty to protect invitees from foreseeable criminal acts B. holding that a store owner has a duty to protect invitees from foreseeable criminal acts C. holding landowner had duty to provide security in parking lot to protect its invitees from criminal acts of third parties D. holding a business owes a duty to protect invitees from reasonably foreseeable harm by third persons E. holding that duty to protect from criminal acts does not arise in the absence of a foreseeable risk of harm

assistant: The best answer is A. holding that a residential landlord has no duty to protect invitees from foreseeable criminal acts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall become effective as of the first date (the “ Third Amendment Effective Date ”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Company, the Administrative Agent, the London Agent and Lenders constituting at least the Required Lenders. The Administrative Agent shall notify the Company, the Lenders and the Issuing Banks of the Third Amendment Effective Date, and such notice shall be conclusive and binding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company. There are no relationships or transactions between the Company and/or a Subsidiary on the one hand and the Company’s affiliates, officers and directors or their shareholders, customers or suppliers on the other hand, which are not disclosed as required in the SEC Reports.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: It is evident from the state court filings that Schubert and his counsel suspected, alleged, and had , evidentiary support for this claim long before commencing federal habeas proceedings. Schubert’s ineffective assistance of counsel arguments fail because he has not raised a “substantial” claim under Martinez v. Ryan, — U.S.-, 132 S.Ct. 1309, 182 L.Ed.2d 272 (2012). Trevino v. Thaler, — U.S. -, 133 S.Ct. 1911, 1918, 185 L.Ed.2d 1044 (2013). 4. Because Schubert knew or should have known at the time of his original filing the facts and theories upon which he based his late proposal for amendment, the district court did not abuse its discretion when it denied Schubert leave to amend his petition to add a new Fifth Amendment claim. See Bonin v. Calderon, 59 F.3d 815, 845-46 (9th Cir.1995) (<HOLDING>). AFFIRMED. ** This disposition is not Options: A. holding that the district court did not abuse its discretion in denying motion for new trial based on newly discovered evidence where the evidence would serve only to impeach testimony B. holding that a district court does not abuse its discretion in denying a motion to amend where the movant presents no new facts but only new theories and provides no satisfactory explanation for his failure to fully develop his contentions originally C. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint D. holding that district court erred in denying leave to amend complaint to add new legal theories even though trial was approaching E. holding that district court did not abuse its discretion in denying a motion to strike when movant failed to show prejudice

assistant: The best answer is B. holding that a district court does not abuse its discretion in denying a motion to amend where the movant presents no new facts but only new theories and provides no satisfactory explanation for his failure to fully develop his contentions originally
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: dishwasher. Indeed, Schliwka’s tests indicated that at least one of Henkel’s sample tablets had a melt region that did not dissolve at all during a prewash cycle in which the compressed region had lost 8 out of 29 grams. Without further measurement, this is sufficient to demonstrate that Henkel made a tablet meeting the limitations of the count. Moreover, Schliwka’s observations, coupled with the record evidence of his interactions with Holderbaum, suffice to demonstrate appreciation of the different dissolution rates. As a matter of law, we do not require that a junior party in an interference demonstrate that it recognized the exact language of the ultimate count—only the subject matter of the invention. See Mycogen Plant Sci., Inc. v. Monsanto Co., 243 F.3d 1316, 1336 (Fed.Cir.2001) (<HOLDING>). This is not a case in which there is a Options: A. holding that there was sufficient appreciation when an inventor recognized a process in terms of codonsgroups of three nucleotidesinstead of the ultimately claimed nucleotides B. holding that contract failed for indefiniteness because there were essential terms upon which there was no agreement C. holding that change in composition of the court was not a bar to a grant of rehearing particularly when there was a three to two division on the original opinion D. holding because legislature knew how to include terms within statutory definition and did not do so statutory definition did not include terms in light of the terms contemporaneous inclusion of the same terms in a separate provision E. holding that where only one interpretation of contractual terms is possible a court may decide the meaning of those terms as a matter of law

assistant: The best answer is A. holding that there was sufficient appreciation when an inventor recognized a process in terms of codonsgroups of three nucleotidesinstead of the ultimately claimed nucleotides
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 VE. See Evans v. Chater, 55 F.3d 530, 532 (10th Cir.1995) (concluding there was error when ALJ omitted from hypothetical functional limitations arising from impairment). Even if the ALJ could be faulted for not including standing and walking in the hypothetical, any error was harmless in light of the ALJ’s unchallenged finding that Williams can perform a full range of light work. And the VE understood that Williams had an RFC to perform the full range of light work. Further, no medical evidence suggests Williams’ ability to walk or stand was limited. Lastly, we reject Williams’ contention that reversal is necessary because the ALJ allegedly failed to ask the VE whether the VE’s testimony can be reconciled with the DOT. See Hackett v. Barnhart, 395 F.3d 1168, 1175-76 (10th Cir.2005) (<HOLDING>). Because Williams does not contend that the Options: A. holding court could infer from lack of detail in testimony and lack of corroboration that party made not much if any effort to obtain a lawyer despite partys testimony that she made numerous calls and could not obtain one B. holding that prosecutor cannot obtain conviction with the aid of false testimony where the prosecutor knows such testimony is false C. holding that alj must ask ve how ves testimony corresponds with dot and obtain reasonable explanation for any conflicts between testimony and dot D. holding that plaintiffs own testimony and hearsay testimony constituted weak and insubstantial evidence E. holding that when an alj improperly rejects a claimants testimony regarding his limitations and the claimant would be disabled if his testimony were credited the testimony must be credited as a matter of law

assistant: The best answer is C. holding that alj must ask ve how ves testimony corresponds with dot and obtain reasonable explanation for any conflicts between testimony and dot
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 issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than (i) the grant of additional options under the Company’s existing stock option plans, (ii) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (iii) as a result of the issuance of Placement Shares, or (iv) any repurchases of capital stock of the Company) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate in all material respects. As of the date referred to therein, the Company did not have outstanding any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell (excluding the grant of options under the Company’s existing stock option plans), any shares of capital stock or other securities, except as disclosed in the Registration Statement or the Prospectus.

assistant: Capitalization
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 to keep this Letter and the terms and restrictions contained herein confidential and agree that you will not communicate the terms of this Letter, or the fact that such Letter exists, to any third party except to your immediate family, accountants, legal or financial advisors, or as otherwise appropriate or necessary as required by law or court order.

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: is statutory surplus-age under any analysis. In making that assertion, the majority opinion conflates the definition of "persons” in the mass action provision with "claimants” and "members of a purported class” in the general public exception. See Russell v. Law Enforcement Assistance Admin., 637 F.2d 354, 356 (5th Cir.1981) (recognizing the “well settled rule of statutory construction that where different language is used in the same connection in different parts of a statute it is presumed that the Legislature intended a different meaning and effect,” and holding that a “claimant” under one provision was not an "applicant or grantee” within the meaning of another provision (citation omitted)); cf. Mohamad v. Palestinian Auth., — U.S. —, 132 S.Ct. 1702, 1707-08, 182 L.Ed.2d 720 (2012) Options: A. recognizing that the legislature would not generally use a different meaning for the same word in a legislative provision unless a different purpose was intended B. holding that the term individual in the torture victim protection act meant natural person but reiterating that courts should respect congress decision to use different terms to describe different categories of people or things citation omitted C. holding that the legislature intends different meanings when it uses different terms in a statute D. holding that the plaintiffs had relied on illinois law because they could have filed in a different forum having a different statute of limitations E. holding that the defrauding of different people over an extended period of time using different means and representations may constitute but one scheme

assistant: The best answer is B. holding that the term individual in the torture victim protection act meant natural person but reiterating that courts should respect congress decision to use different terms to describe different categories of people or things citation omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and its Subsidiaries are, as of the Effective Date, after giving effect to the Transactions and the making of the Loans and application of the proceeds thereof, on a consolidated basis, Solvent.

assistant: Solvency
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: 11.3 skype shall effect such termination by preventing your access to your user account , the software , products and/or skype websites ( as applicable ) .

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 shall keep this MOU and its terms confidential, but any Party may make such disclosures as it reasonably considers are required by applicable law or rules or regulation of any national securities exchange, or necessary to obtain financing.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we do not in any way exclude or limit our liability for : intent or gross negligence ; death or personal injury ; fraud or fraudulent misrepresentation ; any breach of the terms implied by law relating to our title to the nintendo intellectual property ; any breach of the terms implied by law relating to the description , satisfactory quality and fitness for purpose of products which may be offered via the nintendo account service ; and product liability .

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: fact or issue that justified its admission into evidence.” United States v. Curley, 639 F.3d 50, 57 (2d Cir.2011) (internal quotation marks omitted). Because the only fact that the Plaskett statement tends to prove is that Plaskett and Barnes killed McNeil, the central fact at issue on the trial, there was no Rule 403 error in its admission. Barnes argues that McNeil’s statement of intent to kill Barnes was irrelevant. To the contrary, the statement was highly probative in establishing Barnes’s own motive to murder McNeil. In a pro se submission, Barnes further argues that the district court erred in admitting McNeil’s hearsay statement under Fed.R.Evid. 804(b)(8) (creating exception for statements against penal interest), citing United States v. Butler, 71 F.3d 243, 253 (7th Cir.1995) (<HOLDING>). While Butler does not control this court, Options: A. recognizing exception B. holding that nonself inculpatory statements are not statements against penal interest under fedrevid 804b3 C. holding that the issue of inconsistencies in witness statements are properly reserved for the eventual trial in mexico D. holding 804b3 exception does not cover statements that possibly could or maybe might lead to eventual criminal liability E. holding the frsa preemption exception did not cover regulation by municipal ordinance

assistant: The best answer is D. holding 804b3 exception does not cover statements that possibly could or maybe might lead to eventual criminal liability