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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court that it would be a “waste of judicial resources to require the FERC to issue its own subpoena to McGraw-Hill, to compel production of the same documents, based upon the [sic] essentially the same set of facts.” Id. at 21. As a compromise, the Commission proposes that if another agency should request the documents from the Commission, the court could conduct an ex parte, in camera review of that agency’s need for the information and its exhaustion of alternative sources. App.’s Mot. at 23. McGraw-Hill retorts that if any other agency wants the requested documents, it can request them itself, rather than obtaining them extra-judicially through the Commission. Resp.’s Reply at 6. The Commission’s position is without precedent in this jurisdiction. See, e.g., Carey, 492 F.2d at 636 (<HOLDING>) (quoting Branzburg v. Hayes, 408 U.S. 665, Options: A. holding that perjury is not a permissible way of objecting to the governments questions B. holding that whether actual harm to students or school must be shown or whether inference of unfitness to teach can be inferred from the conduct will be decided on a casebycase basis C. holding in a successor liability case that questions of traditional tort law unrelated to the contract were properly governed under forum law D. holding that a trial court need not perform a 403 balancing test on the record E. holding that the balancing test should be conducted on a casebycase basis in accord with the tried and traditional way of adjudicating such questions

assistant: The best answer is E. holding that the balancing test should be conducted on a casebycase basis in accord with the tried and traditional way of adjudicating such questions
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 or contemplated by 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 the grant of additional options, restricted stock or other equity awards under the Company’s equity incentive plans, or 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 or as a result of the issuance of Placement Shares) and such authorized capital stock conforms in all material respects 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. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company did not have outstanding any options to purchase, or 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, any shares of capital stock or other securities.

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: The Company will not, nor will it permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions solely between or among the Company and any Subsidiary not involving any other Affiliate, (c) any Indebtedness permitted under Section 6.01(b) , (c), (d) or, to the extent relating to the foregoing, (f), (d) any dividend or other distribution with respect to Equity Interests, (e) the payment of reasonable fees to directors of the Company or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Company or their Subsidiaries in the ordinary course of business, (f) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options, equity incentive and stock ownership plans approved by the Company’s or Subsidiary’s board of directors and the 2005 Elective Deferred Incentive Compensation Plan, (g) transactions with the BAC Joint Venture consisting of (x) receivables securitizations entered into in the ordinary course of business and consistent with past practices and (y) cash equity contributions by the Company and/or any Subsidiary to the BAC Joint Venture, (h) transactions arising in connection with any Permitted Foreign Securitization or any Permitted Floorplan Vehicle Transaction, and (i) sales of inventory permitted by Section 6.04(m) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each of the other Loan Documents, taken together, constitute and contain the entire agreement among Co-Borrowers, Collateral Agent and Lender and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof. Each Co-Borrower acknowledges that it is not relying on any representation or agreement made by Collateral Agent, Lender or any employee, attorney or agent thereof, other than the specific agreements set forth in this Agreement and the Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Plan shall inure to the benefit of and be enforceable by an Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If an Executive shall die while any amount would still be payable to him or her hereunder (other than amounts which, by their terms, terminate upon his or her death) if he or she had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the executors, personal representatives or administrators of his or her estate within ninety (90) days following the date of the Executive's death.

assistant: Death
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: Chief Judge: The appellant, Craig G. Falk, appeals from a July 8, 1996, Board of Veterans’ Appeals (BVA or Board) decision denying his claim service connection for post-traumatic stress disorder (PTSD). As the appellant has limited his appeal to the denial of that claim, the Court deems the appellant to have abandoned his right to appeal with respect to the denial of entitlement to benefits under 38 U.S.C. § 1151. Bucklinger v. Brown, 5 Vet.App. 435, 436 (1993); see also Carbino v. West, 168 F.3d 32, 34-35 (Fed.Cir.1999) (<HOLDING>). Upon consideration of the pleadings of the Options: A. holding that an issue not presented to the trial court will not be considered on appeal B. holding that issues not presented in an appellants initial brief to the court need not be considered under this courts rules C. holding that claims not raised in an appellants initial brief to our court are waived D. holding that issues not raised in an appellants initial brief are deemed abandoned E. holding an appellant may not use the reply brief to argue issues not argued in the initial brief

assistant: The best answer is B. holding that issues not presented in an appellants initial brief to the court need not be considered under this courts rules
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates, reports, notices or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.17 , 2.18 , 2.19 , and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or the Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of Investor.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: genuinely disputes Koons’s contention that Clarity’s misconduct was sufficient to constitute an “extraordinary circumstance,” and I conclude that, as a matter of law, Clarity’s misconduct was an “extraordinary circumstance.” Here, Clarity assured Koons on more than one occasion — in his March 30, 2012, letter and his June 15, 2012, letter — that he would make sure that her § 2255 Motion was timely filed, either by him or by Ms. Wingert. Indeed, in his June 15, 2012, letter, Clarity did not simply suggest that Koons find another attorney to file her § 2255 Motion, but stated that he had “turned over [Koons’s] file” to Ms. Wingert and represented that Ms. Wingert “[wa]s going to handle the file while [he] [was] gone.” Petitioner’s Appendix at 3-4 (Exhibit C). Cf. Martin, 408 F.3d at 1093 (<HOLDING>); and compare Muhammad, 735 F.3d at 816 (noting Options: A. holding that equitable tolling may be available where the attorneys behavior was outrageous or the attorneys incompetence was extraordinary B. holding that disbarment was the appropriate sanction for an attorneys repeated material misrepresentations C. holding in review of a downward departure that an extraordinary reduction must be supported by extraordinary circumstances D. holding that an injunction is an extraordinary remedy E. holding that an attorneys repeated lies and deceptions about the status of the prisoners case were extraordinary circumstances

assistant: The best answer is E. holding that an attorneys repeated lies and deceptions about the status of the prisoners case were extraordinary circumstances
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 Section 3(b) of the Employment Agreement, this Agreement contains the entire agreement and understanding between the Operating Partnership, the Company and Executive with respect to the subject matter hereof, and supersedes all prior agreements and understandings with respect to the subject matter hereof (including, without limitation, the Prior Employment Agreement), and the parties hereto have made no representations, promises, agreements or understandings, written or oral, relating to the subject matter of this Agreement which are not set forth herein. This Agreement shall not be changed unless in writing and signed by both Executive and an authorized representative of the Operating Partnership and the Company. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall be construed as superseding or replacing the terms of (1) the Employment Agreement or (2) that certain Indemnification Agreement, dated January 5, 2010, entered into by and between Executive, the Company and the Operating Partnership, as it may be subsequently amended.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are reasonably prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on whether Amtrak was a “[gjovernment-created and controlled corporation].” Id. at 394, 395-400, 115 S.Ct. 961. In determining whether Amtrak was a government actor, the Supreme Court developed a three-pronged analytical test: where... [1] the Government creates a corporation by special law, [2] for the furtherance of government objectives, and [3] retains for itself permanent authority to appoint a majority of the directors of that corporation, the corporation is part of the Government for purposes of the First Amendment. Id. at 400, 115 S.Ct. 961. In order for an entity to be deemed a state actor each of the three prongs must be satisfied. See, e.g., Barrios-Velazquez v. Asociacion De Empleados Del Estado Libre Asociado De Puerto Rico (AEELA), 84 F.3d 487, 491-92 (1st Cir.1996) (<HOLDING>); See also Hall v. American Nat’l Red Cross, 86 Options: A. holding that where the government inter alia retains for itself permanent authority to appoint a majority of the directors of a corporation the corporation is part of the government for purposes of the first amendment B. holding that the federal home loan mortgage corp did not meet the government entity test because less than onethird of its directors were appointed by the government C. holding that the defendant failed to demonstrate government acquiescence in part because he never reported alleged gang incidents to the government and therefore could not prove that the government was even aware of a problem D. holding that because the president of the united states appointed only eight out of the fifty members who sat on the red cross board of governors the plaintiff failed to satisfy the third prong of the lebron test therefore the red cross was not a government actor E. holding that because the government of puerto rico did not appoint any directors to aeelas board the plaintiffs failed to satisfy the third prong of the lebron test therefore aeela was not a government actor

assistant: The best answer is E. holding that because the government of puerto rico did not appoint any directors to aeelas board the plaintiffs failed to satisfy the third prong of the lebron test therefore aeela was not a government actor
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: Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof. The parties acknowledge and agree that a breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy, and each of the parties hereto hereby waives the defense that there is an adequate remedy at law. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business or assets of the Company.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 516 U.S. 233116 S. Ct. 804133 L. Ed. 2d 610 No. 94-2003 SUPREME COURT OF THE UNITED STATES January 16, 1996 Henry B. Gutman argued the cause for petitioner. With him on the briefs were Kerry L. Konrad, Jeffrey E. Ostrow, Arthur R. Miller, Neal D. Goldman, and Donald J. Rosenberg. Gary L. Reback argued the cause for respondent. With him on the brief were Michael Barclay, Susan A. Creighton, and Katherine L. Parks. * * Morton David Goldberg, June M. Besek, Davis O. Carson, and Jesse M. Feder filed a brief for Digital Equipment Corp. et al. as amici curiae urging reversal. Briefs of amici curiae urging affirmance were filed for Altai, Inc., by Susan Gertrude Braden; for the American Committee for Interoperable Systems et al. by Peter M. C. Choy and Paul Goldstein; for Computer Scientists by Ron Kilgard and Karl M. Tilleman; for the League for Programming Freedom by Eben Moglen and Pamela S. Karlan; for the Software Forum by Diane Marie O'Malley; for the Software Industry Coalition et al. by Thomas F. Villeneuve; for the Software Protection Committee of the Minnesota Intellectual Property Law Association by Steven W. Lundberg, Daniel J. Kluth, and Rudolph P. Hofmann, Jr.; for Copyright Law Professors by Pamela Samuelson; and for Peter S. Menell et al. by Mr. Menell, pro se. Briefs of amici curiae were filed for the American Intellectual Property Law Association by Don W. Martens, Baila H. Celedonia, and Charles L. Gholz; for Economics Professors and Scholars by Joshua R. Floum; for Users Groups by Rex S. Heinke; and for Howard C. Anawalt, pro se. ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FIRST CIRCUIT. 49 F.3d 807, affirmed by an equally divided Court. JUSTICE STEVENS took no part in the consideration or decision of this case. PER CURIAM. 1 The judgment of the United States Court of Appeals for the First Circuit is affirmed by an equally divided Court. 2 JUSTICE STEVENS took no part in the consideration or decision of this case.

assistant: 8
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 Table of Contents and the various headings in this 2016-A Servicing Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 2016-A Servicing Supplement.

assistant: Headings
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: without limiting the foregoing , academia.edu explicitly disclaims any warranties of merchantability , fitness for a particular purpose , quiet enjoyment or non-infringement , and any warranties arising out of course of dealing or usage of trade .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall retain the Chairman, on the terms and subject to the conditions set forth in this Agreement, for the period commencing on January 1, 2016, and ending on December 31, 2016 (such period, the “Term”).

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed and delivered (including by facsimile transmission, email in “portable documentation format” (“.pdf”) form, or other electronic transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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: An individual Chapter 7 bankruptey case usually results in the discharge of the debtor's debts, meaning that a ereditor may no longer initiate or continue any action against the debtor to collect a discharged debt. However, some types of debts are not discharged through bankruptey. See 11 U.S.C. § 528(a). The debtor continues to be liable for these types of debts to the extent that they are not paid in the Chapter 7 case. In particular, and relevant to Pearson and Fahy's claims, any debt "for willful and malicious injury by the debtor to another entity or to the property of another entity" is not discharged by bankruptcy proceedings. 11 U.S.C. § 523(a)(6). As a result, Pearson and Fahy argue that their claims survived the bankruptey proceedings and can be satisfied by garnishing Ka ) (<HOLDING>). Under the plain language of section 522(c), Options: A. holding nondischargeable postpetition interest on debt that was determined to be nondischargeable under section 523a2 as obtained by fraud B. holding that in a chapter 7 case postpetition interest on a nondischargeable tax claim is also nondischargeable C. holding that only the enumerated four types of nondischargeable debt are singled out for special elevated treatment and that nlo other nondischargeable claims are so elevated D. holding punitive damages nondischargeable under 523a6 when such damages are based on the same conduct as the underlying nondischargeable judgment E. holding that because nondischargeable debt based on fraud was not one of the four enumerated exceptions to exempt property the exempt property was not liable for the creditors surviving claim

assistant: The best answer is C. holding that only the enumerated four types of nondischargeable debt are singled out for special elevated treatment and that nlo other nondischargeable claims are so elevated
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 356 U.S. 674 78 S.Ct. 974 2 L.Ed.2d 1060 Edward J. ELLIS, Petitioner,v.UNITED STATES of America. No. 293, Misc. Decided May 26, 1958. Mr. Kingdon Gould, Jr., for petitioner. Solicitor General Rankin, Acting Assistant Attorney General McLean and Beatrice Rosenberg, for the United States. PER CURIAM. 1 The petition for writ of certiorari is granted, as is leave to proceed in forma pauperis. 2 The Court of Appeals denied petitioner leave to appeal in forma pauperis a conviction for housebreaking and larceny. 101 U.S.App.D.C., 386, 249 F.2d 478. The Solicitor General concedes that leave to appeal should have been allowed unless petitioner's contentions on the merits were frivolous. The only statutory requirement for the allowance of an indigent's appeal is the applicant's 'good faith.' 28 U.S.C. § 1915, 28 U.S.C.A. § 1915. In the absence of some evident improper motive, the applicant's good faith is established by the presentation of any issue that is not plainly frivolous. Farley v. United States, 354 U.S. 521, 77 S.Ct. 1371, 1 L.Ed.2d 1529. The good-faith test must not be converted into a requirement of a preliminary showing of any particular degree of merit. Unless the issues raised are so frivolous that the appeal would be dismissed in the case of a nonindigent litigant, Fed.Rules Crim.Proc. 39(a), 18 U.S.C.A., the request of an indigent for leave to appeal in forma pauperis must be allowed. 3 Normally, allowance of an appeal should not be denied until an indigent has had adequate representation by counsel. Johnson v. United States, 352 U.S. 565, 77 S.Ct. 550, 1 L.Ed.2d 593. In this case, it appears that the two attorneys appointed by the Court of Appeals, performed essentially the role of amici curiae. But representation in the role of an advocate is required. If counsel is convinced, after conscientious investigation, that the appeal is frivolous, of course, he may ask to withdraw on that account. If the court is satisfied that counsel has diligently investigated the possible grounds of appeal, and agrees with counsel's evaluation of the case, then leave to withdraw may be allowed and leave to appeal may be denied. In this case, the Solicitor General concedes, and after examining the record we agree, that the issue presented—probable cause to arrest—is not one that 'can necessarily be characterized as frivolous.' Accordingly, the judgment of the Court of Appeals is vacated, and the case is remanded for reconsideration in light of this opinion.

assistant: 1
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: an action under this section based upon the public disclosure of allegations ... unless ... the person bringing the action is an original source of the information.” Id. § 3730(e)(4). 9 . Nothing in Lujan indicates that the Ninth Circuit meant the phrase "same material elements of fraud” to be construed differently than LaCorte’s phrase "all the essential facts” of the fraud, especially since the Ninth Circuit found LaCorte s "reasoning persuasive” as to the proper test under § 3730(b)(5). Lujan, 243 F.3d at 1189. 10 . Branch further contends that the district court erred in failing to analyze Rigsby for Rule 9(b) sufficiency because, according to Branch, a complaint that fails Rule 9(b) cannot constitute a first-filed action under § 3730(b)(5). See, e.g., Walburn, 431 F.3d at 972-73 (<HOLDING>). The sufficiency of the Rigsby complaint under Options: A. holding that the firsttofile rule did not bar complaint involving same defendants where firstfiled complaint did not put government on notice of a separate fraudulent scheme B. holding that documents affixed to complaint that contained alleged misrepresentations satisfied rule 9b C. holding that a complaint that fails rule 9b is rendered legally infirm from its inception and thus cannot preempt a laterfiled complaint under the firsttofile bar D. holding a complaint failed to satisfy rule 9b where the allegations were lacking in detail E. holding that group pleading did not render complaint infirm where complaint provided fair notice of claims

assistant: The best answer is C. holding that a complaint that fails rule 9b is rendered legally infirm from its inception and thus cannot preempt a laterfiled complaint under the firsttofile bar
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: As of the date of this Agreement, the authorized capital stock of MSPC and the shares thereof currently issued and outstanding are as set forth in the SEC Documents (as that term is hereinafter defined). No securities of MSPC are entitled to preemptive rights or registration rights and there are no outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of MSPC. Except for (i) this Agreement and (ii) as set forth in Section 2(f), there are no existing of proposed contracts, commitments, understandings, or arrangements with any individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind (a “ Person ”) by which MSPC is or may become bound to issue additional shares of the capital stock of MSPC or options, securities or rights (whether issued by MSPC or any Subsidiary) convertible into shares of capital stock of MSPC. Except as set forth in the SEC Documents, MSPC is not a party to or bound by any agreement or understanding granting registration or anti-dilution rights to any Person with respect to any of its equity or debt securities. MSPC is not a party to, and it has no knowledge of, any agreement or understanding restricting the voting or transfer of any shares of the capital stock of MSPC. All of the outstanding shares of MSPC’s capital stock are duly and validly authorized, fully paid and nonassessable.

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: Each Borrower agrees to indemnify, defend and hold harmless the Lender and its equity holders, officers, managers, employees and agents from and against any damages, claims, liabilities, costs, expenses and/or other losses, including, without limitation, attorney’s fees and court costs, arising out of or otherwise relating in any respect to this Agreement and/or any Related Agreements, the transactions contemplated hereby and/or the exercise or enforcement of any rights of the Lender in connection therewith, except insofar as any such indemnified losses arise out of the gross negligence or willful misconduct of an indemnified party. This Section shall survive any termination of this Agreement.

assistant: Indemnifications
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: generally been hesitant to award injunctive relief based on assertions about lost opportunities and market share”). Barton v. District of Columbia, 131 F.Supp.2d 236, 247 (D.D.C.2001). Indeed, “financial harm alone cannot constitute irreparable injury unless it threatens the very existence of the movant’s business.” Sociedad Anonima Vina Santa Rita v. Dep’t of Treasury, 193 F.Supp.2d 6, 14 (D.D.C.2001); Gulf Oil Corp. v. Dep’t of Energy, 514 F.Supp. 1019, 1026 (D.D.C.1981) (noting that to constitute irreparable harm, allegations of lost sales “must be sufficiently large holding that a drug manufacturer failed to establish irreparable harm because it “all but conceded” that its estimated lost revenues would not cause serious damage to the company); Bristol-Myers, 923 F.Supp. at 221 (<HOLDING>). Nor has the plaintiff indicated why it will Options: A. holding that changes in the baseball card market between 1965 and 1980 foreclosed any argument that a definition of the relevant market by the federal trade commission could preclude relitigation of the market definition issue B. holding that an allegation of a 65 market share could be the basis for inferring market power and thus defeated a 12b6 motion to dismiss C. holding 12year statute of limitations violated state guarantee of open courts when it would have barred right of actions against manufacturer of drug before they ever existed as it was not discovered until 20 years after drug was administered that the drug caused cancer D. holding a branded drug and its generic version to be a plausible relevant market E. holding that a drug manufacturer failed to establish irreparable harm because its claim that it would lose between fifty and seventy percent of its market share upon the introduction of the competing drug on the market was based on mere speculation

assistant: The best answer is E. holding that a drug manufacturer failed to establish irreparable harm because its claim that it would lose between fifty and seventy percent of its market share upon the introduction of the competing drug on the market was based on mere speculation
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 shall be binding upon and inure to the benefit of the successors and assigns of the Company. No rights or obligations of the Executive under this Agreement may be assigned or transferred by him. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation or amalgamation or scheme of arrangement in which the Company is not the continuing entity, or the sale or liquidations of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes by operation of law or in writing duly executed by the assignee or transferee all of the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: reveals that they have no recollection of what the specific gifts were for, to whom they were given or even what they were. Thus, nothing in the record supports a deduction for business gifts. 6.Haircuts/Manicures Plaintiffs deduct $1,800 in expenses for Olin’s haircuts and manicures. “Haircuts are nondeductible personal expenses even when required as a condition of employment.” Boltinghouse, 2007 WL 3145632, at *10 (citing Hynes v. Comm’r, 74 T.C. 1266, 1291-92, 1980 WL 4535 (1980)). The same is true for manicures, because such expenses are inherently personal in nature and suitable for general occasions. See Douglas v. Comm’r, T.C. Memo. 1979-224, 1979 WL 3287, at *1 (T.C. June 6, 1979); see also Irwin v. Comm’r, T.C. Memo. 1996-490, 1996 WL 626334, at *7 (T.C. Oct. 30, 1996) (<HOLDING>); Hynes, 74 T.C. at 1292. 7.Airline Tickets On Options: A. holding that deposition expenses are not an allowable cost B. holding that personal grooming expenses are not deductible C. holding that expenses includes costs D. holding that claims under 42 usc 1983 are not personal injury tort claims E. holding that deposition expenses are an allowable cost

assistant: The best answer is B. holding that personal grooming expenses are not deductible
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: influences. Rather, one juror was attempting to influence the other jurors’ opinion, although it was done inappropriately before deliberations. Indeed, Mr. Mellow’s declaration states that the juror “... seemed to prey on the weaker jurors and tried to sway them.” Declaration of Mr. Mellow. Nevertheless, the influence here was internal, not from outside sources. Once the verdict was entered, the jurors, including Mr. Mellow, became incompetent to testify regarding any internal discussions or deliberations. Pa.R.E. 606(b); Carter, supra. Therefore, Appellant’s claim fails. Penalty Phase IX. Atkins Appellant raises a claim that he is mentally retarded and that his death sentence is unconstitutional pursuant to Atkins v. Virginia, 536 U.S. 304, 122 S.Ct. 2242, 153 L.Ed.2d 335 (2002) (<HOLDING>). Appellant did not raise this claim before the Options: A. holding execution of the mentally retarded constitutes cruel and unusual punishment in violation of the eighth amendment B. holding that the eighth amendment to the united states constitution prohibits the execution of mentally retarded individuals C. holding that the execution of mentally retarded criminals violates the eighth amendment D. holding that under the eighth amendment to the united states constitution the government may not execute a mentally retarded person E. holding execution of mentally retarded individuals fails to achieve legitimate penalogical objectives for punishment as required by the eighth amendment to the united states constitution and article i 16 of the tennessee constitution

assistant: The best answer is B. holding that the eighth amendment to the united states constitution prohibits the execution of mentally retarded individuals
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 two or more counterparts and delivered by facsimile or other form of electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The foregoing provisions shall govern notwithstanding any contrary provision in the Agreement or any previously executed agreement between the Parties. Except as otherwise expressly provided or modified herein, the (i) terms and conditions of the Agreement remain in full force and effect, and (ii) this Amendment #1 and the Agreement constitute the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersede all proposals and prior agreements, oral or written, and all other communications. In the event of a conflict between this Amendment #4 and the Agreement, this Amendment #4 shall govern.

assistant: Integration
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: government, conducted only programs formulated and funded by the federal government, and was subject to close supervision by the federal government in its activities. Id. at 811, 96 S.Ct. at 1974. Despite these federal controls, the Orleans Court determined that the state agency was not transformed into a federal agency and thus the employees of the agency were not employees of the federal government. Id. at 816, 96 S.Ct. at 1977. According to the Court, the determinative question was “not whether the [state agency] receives federal money and must comply with federal standards and regulations, but whether its day-to-day operations are supervised by the Federal Government.” Id. at 815, 96 S.Ct. at 1976; see also Logue v. United States, 412 U.S. 521, 93 S.Ct. 2215, 37 L.Ed.2d 121 (1973) (<HOLDING>). Under this analysis, DDS is an independent Options: A. holding that the county government not the federal government was liable for the taking of an air easement over plaintiffs property even though the airport was funded in part by a federal grant based on compliance with federal regulations B. holding that employees of county jail that housed federal prisoners pursuant to contract with the federal government were not federal employees even though county jail had to comply with federal rules and regulations C. holding that a county had no duty to bargain with a union of its employees D. holding that probation department employees are not county employees E. holding that just because a claim implicates a federal issue or involves construction of federal law does not necessarily give rise to a federal question and confer removal jurisdiction on a federal court

assistant: The best answer is B. holding that employees of county jail that housed federal prisoners pursuant to contract with the federal government were not federal employees even though county jail had to comply with federal rules and regulations
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 any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: transaction void. The Florida court disagreed, and concluded that an illegal agreement for real estate brokerage services, by itself, does not require rescission of the entire contract. The court reasoned, “[T]he illegal brokerage service portion of the contract does not go to the essence of the agreement — a multimillion dollar sale of real estate. If the broker service agreement is severed, the agreement for the sale of real estate is still wholly supported by valid legal consideration.” United Nat’l Bank v. Airport Plaza Ltd. P’ship, supra, 537 So.2d at 610. Similarly, courts in other jurisdictions have upheld the validity of underlying contracts, even where services were performed in violation of licensing statutes. Wilson v. Kealakekua Ranch, Ltd., 57 Haw. 124, 551 P.2d 525 (1976)(<HOLDING>); McKenna v. Peddle Land Devs., 229 A.2d 332 Options: A. holding that mutuality of obligation is essential for contracts based on mutual promises and that a contract is unenforceable where a party is free to perform or not perform the contract B. holding that an architects violation of a licensing statute did not render the contract to perform architectural services void and unenforceable C. holding that architects violation of licensing statute did not render contract to perform architectural services void and unenforceable inasmuch as statute which provided for penal sanctions but was silent with respect to enforceability of contracts of its violators could not be interpreted as intending forfei ture of fees for services wholly out of proportion to the requirements of public policy extent of harm and moral quality of conduct of parties D. holding physicians covenants not to compete are unenforceable and void as a matter of public policy E. holding that a contract to sell real property was unenforceable because it did not contain a sufficient description of land subject to contract

assistant: The best answer is B. holding that an architects violation of a licensing statute did not render the contract to perform architectural services void and unenforceable
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: Any damages, settlements or other monetary awards recovered in any such action shall first be applied to reimburse each Party’s costs and expenses in connection therewith. Any such recovery in excess of such costs and expenses shall be retained by the enforcing Party; provided, that if Licensee is the enforcing Party, then such recovery shall be deemed Net Sales and subject to Royalty payments to TESARO under Section 3.3.

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: Except as otherwise contemplated by this Agreement or the Distribution Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms; provided, however, that all indemnification for Taxes shall survive until ninety (90) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.

assistant: Survival