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: By the issuance of a Letter of Credit and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender's Commitment Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender's Commitment Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of any of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided , however, that no Lender shall be obligated to make any payment to the Administrative Agent for any wrongful LC Disbursement made by the Issuing Bank as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: KRECM and Subservicer each further agrees, at its own cost, and without expense to the other party, to do, execute, acknowledge, and deliver all and every such further agreements, instruments, acts, deeds, conveyances, financing statements, assignments, notices of assignments, transfers, and assurances as are required from time to time for carrying out the intention of facilitating the performance of the terms of the Subservicing Agreement and this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: change in circumstances); United States v. Unger, 915 F.2d 759, 762 (1st Cir.1990); United States v. Fazzini, 871 F.2d 635, 643 (7th Cir.1989) (“Once the defendant has knowingly and intelligently waived his right to counsel, only a substantial change in circumstances will require the district court to inquire whether the defendant wishes to revoke his earlier waiver.”); Panagos v. United States, 324 F.2d 764, 765 (10th Cir.1963) (concluding that there were no facts or circumstances preventing “the initial waiver of the right to counsel, knowingly and intelligently made, from extending to and being fully effective at the time of sentencing” where only a reasonable amount of time intervened between the plea and sentencing); Davis v. United States, 226 F.2d 834, 840 (8th Cir.1955) Options: A. holding that defendants waiver of counsel when pleading guilty was an implied waiver as to any subsequent proceedings including sentencing four days later B. holding that defendants failure to obtain counsel despite opportunities to do so implied a waiver of counsel C. holding officers failure to obtain a written waiver from defendant did not render his oral waiver or subsequent confession involuntary D. holding that a defendants statements were voluntary after defendant initially refused to sign waiver but later initiated the contact with police and signed the waiver E. recognizing that courts will enforce waiver of appeal rights when waiver is knowing and voluntary

assistant: The best answer is A. holding that defendants waiver of counsel when pleading guilty was an implied waiver as to any subsequent proceedings including sentencing four days later
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by “ ‘(1) the peculiar dignity and protection to which the law cloaks the human person, as contrasted with articles of commerce; (2) the inequality of the bargaining positions and relative intelligence of the contracting parties; (3) the amount of consideration received; (4) the likelihood of inadequate knowledge concerning future consequences of present injury to the human body and brain; and (5) the haste, or lack thereof, with which release was obtained.’ ” Finch, 84 Wn.2d at 146 (quoting Finch v. Carlton, 10 Wn. App. 32, 39, 516 P.2d 212 (1973) (McInturff, J., dissenting)). 2 A few cases have imposed an affirmative duty to explain contracts when the defendants know the signer is illiterate or speaks another language. See Scott v. Bodnar, 52 N.J. Super. 439, 145 A.2d 643 (1958) (<HOLDING>); S. Pac. Co. v. Gastelum, 36 Ariz. 106, 283 P. Options: A. holding failure to explain consequence of signature to illiterate plaintiff could be grounds for avoiding release B. holding that failure to explain allegations and possible consequences mandated reversal C. holding that failure to explain the effect of a term of supervised release was harmless error where term of imprisonment combined with maximum imprisonment for violation of supervised release was still less than statutory maximum D. holding that 24 hours is sufficient time for a plaintiff to review release E. holding that fundamental error occurred and reversal was required when trial court failed to explain allegations or to explain adequately future use of adjudication record

assistant: The best answer is A. holding failure to explain consequence of signature to illiterate plaintiff could be grounds for avoiding release
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: Such Credit Party will comply (and the Borrower will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE ISSUERS, THE SUBSIDIARY GUARANTORS, THE TRUSTEE AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party agrees not to make any defamatory or derogatory statements concerning the other party (and, in the case of Employee, Employee also shall not make any defamatory or derogatory statements concerning any of the Released Parties). Provided inquiries are directed to ID Systems’ Department of Human Resources, ID Systems shall disclose to prospective employers information limited to Employee’s dates of employment and last position held by Employee. Employee confirms and agrees that Employee shall not, directly or indirectly, disclose to any person or entity or use for Employee’s own benefit, any confidential information concerning the business, finances or operations of ID Systems or its customers; provided, however, that Employee’s obligations under this Section 7 shall not apply to information generally known in ID Systems’ industry through no fault of Employee or the disclosure of which is required by law after reasonable notice has been provided to ID Systems sufficient to enable ID Systems to contest the disclosure. Confidential information shall include, without limitation, trade secrets, customer lists, details of contracts, pricing policies, operational materials, marketing plans or strategies, security and safety plans and strategies, project development, and any other non-public or confidential information of, or relating to, ID Systems or its affiliates. Employee also agrees that the amounts paid to Employee and all of the other terms of this Agreement shall be kept confidential, unless ID Systems discloses them in a public filing. Employee acknowledges that he continues to be bound by the Confidentiality, Assignment of Contributions and Inventions, Non-Competition and Non-Solicitation Agreement (the “ Covenants Agreement ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: fiduciary obligation to its insured, and the common interests of the insured and insurer, continue even after the insured notifies the insurer of a potential bad faith claim. See id. at 908, 909 (stating that “a liability insurer has a continuing duty to use the degree of care and diligence a person would exercise in the management of his or own business when it undertakes to defend it insured,” finding that where “‘[t]he relationship between [the parties] evolved from fiduciary to adversarial, or a combination of the two, with no clear line of demarcation separating them,”’ that the attorney-client privilege still applied (quoting Fla. Sheriff's Self-Insurance Fund v. Escambia Cty., 585 So.2d 461, 463 (Fla. 1st DCA 1991))); Cone v. Culverhouse, 687 So.2d 888, 893 (Fla. 2d DCA 1997) (<HOLDING>). Indeed, notwithstanding Mr. Maher’s February Options: A. recognizing possible conflict between the cases B. recognizing conflict between circuits C. recognizing the conflict D. recognizing conflict E. recognizing that common interest can exist even if some conflict is present or stands between the clients

assistant: The best answer is E. recognizing that common interest can exist even if some conflict is present or stands between the clients
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 sets forth the entire agreement reached by the Parties. This Agreement supersedes all prior representations, statements, proposals, negotiations, discussions, and understandings regarding the same subject matter. This is an integrated agreement. This Agreement may not be modified or amended except in a writing signed by all of the Parties hereto expressly referencing this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ability to travel from state to- state are not necessarily a violation of their right to travel.” Doe v. Moore, 410 F.3d 1337, 1348 (11th Cir.2005) (citing Saenz v. Roe, 526 U.S. 489, 499, 119 S.Ct. 1518, 143 L.Ed.2d 689 (1999)). In Shapiro v. Thompson, the Supreme Court held that “our constitutional concepts of personal liberty unite to require that all citizens be free to travel throughout the length and breadth of our land uninhibited by statutes, rules, or regulations which unreasonably burden or restrict this movement.” 394 U.S. 618, 629, 89 S.Ct. 1322, 22 L.Ed.2d 600 (1969) (emphasis added). Although the Act imposes some burdens on registrants who wish to travel for extended period of times, the burdens cannot be fairly characterized as substantial or unreasonable. S 2010) (<HOLDING>). Specifically, the Eleventh Circuit held that Options: A. holding statute did not create claim to set aside improper conveyance B. holding that inperson reporting requirements in iowa sex offender registry statute did not infringe on right to interstate travel C. holding that inperson reporting requirements in nebraska sex of fender registry statute did not create an actual barrier to travel D. holding that reporting requirements that are afforded immunity under 419 are not predicated on actual or conclusive evidence of abuse or maltreatment E. holding that the substantive provisions and reporting requirements of an unclaimed property law are valid as applied to national banks

assistant: The best answer is C. holding that inperson reporting requirements in nebraska sex of fender registry statute did not create an actual barrier to travel
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 officers brought “outsiders” to the meeting. Had they reported an illegal act to the city manager and had they proved that there was, in fact, a suspension, discharge or discrimination caused by their report, the Whistleblower Act would have provided the officers with an adequate remedy. Tex.Rev.Giv.Stat.Ann. art. 6252-16a, § 3. Under these facts, however, the officers’ meeting with the City Manager does not bring their complaint within the realm of the Whistleblower Act. The court of appeals concluded that the jury could have found that the officers had been retaliated against for reporting a violation of the law. We disagree. First, as a matter of law, the W gn immunity scheme cuts against the creation of a state cause of action); Livingood v. Meece, 477 N.W.2d 183 (N.D.1991) (<HOLDING>). Similarly, other courts have based their Options: A. holding that state could not assert sovereign immunity defense where the state had waived immunity in state court and agreed to remove suit to federal court B. holding agencies of state government are part of the state for purposes of sovereign immunity C. holding that state sovereign immunity bars state constitutional claims D. holding that sovereign immunity bars an attorneys lien against the united states E. holding that a state may waive its sovereign immunity

assistant: The best answer is C. holding that state sovereign immunity bars state constitutional claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: licensed or registered professional in providing the professional services, including any error or omission in providing advice, judgment, opinion, or a similar professional skill claimed to exist and the factual basis for each such claim.” Tex. Civ. Prac. & Rem. Code § 150.002(b). The purpose of the certificate of merit is to provide a basis for the trial court to conclude that the plaintiffs claims against a licensed or registered professional are not frivolous. Dunham Eng’g, 404 S.W.3d at 795-96; Morrison Seifert Murphy, Inc., 384 S.W.3d at 425. The plaintiffs failure to file the affidavit in an appropriate case “shall result in dismissal of the complaint against the defendant” and the dismissal may be with prejudice. Id. § 150.002(e); see Crosstex Energy Servs., 430 S.W.3d at 393 (<HOLDING>). 2. Plaintiffs’ Wrongful Death Claims Are Not Options: A. holding that this time requirement is mandatory and jurisdictional B. holding rule 15as attorneys certificate requirement is not jurisdictional C. holding requirement nonjurisdictional and remanding for a possible eeoc waiver of that requirement D. holding that certificate of merit is a mandatory but nonjurisdictional filing requirement E. holding copyright statutes registration requirement a nonjurisdictional condition although previously held to be jurisdictional

assistant: The best answer is D. holding that certificate of merit is a mandatory but nonjurisdictional filing requirement
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: see Danden Petroleum, Inc. v. Northern Natural Gas Co., 615 F.Supp. 1093, 1099 (N.D.Tex.1985) (“Injuries which can be compensated by money damages at a later time are not irreparable and do not warrant the extraordinary remedy of an injunction.”). In analyzing the evidence in this case, the Court revisits Robert Perkins’s testimony that PEI’s reputation would be damaged by-continued display of PEI images in close conjunction with “hard-core pornography.” Although the Court did not find the past harm to have risen to the level of tarnishment required for dilution of trademark under all the circumstances, the evidence is at least probative on the issue of potential harm for which legal remedy is inadequate. See Valley v. Rapides Parish Sch. Bd., 118 F.3d 1047, 1053-56 (5th Cir.1997) (<HOLDING>). Additionally, the Court finds a strong Options: A. holding that potential loss of a contract constitutes irreparable injury B. holding that monetary damages do not generally constitute irreparable harm C. holding potential damage to reputation to constitute irreparable harm D. holding that the lack of control over ones mark creates the potential for damage to reputation which constitutes irreparable injury for the purpose of granting a preliminary injunction in a trademark case E. holding that the potential loss of valuable business may constitute irreparable harm

assistant: The best answer is C. holding potential damage to reputation to constitute irreparable harm
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 governed and construed in accordance with the internal laws of Nevada without giving effect to the conflict of laws provisions thereof; and any legal action or proceeding between the parties with respect to this Agreement or otherwise pertaining to the matters covered hereby shall only be instituted in the United States federal and state courts situated in the State of Nevada, unless otherwise agreed in writing by the parties.

assistant: Governing Laws
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: Cho and the Company each agree that he and it shall not malign, defame, blame, or otherwise disparage the other, either publicly or privately regarding the past or future business or personal affairs of Cho, the Company or any other officer, director or employee of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications provided for hereunder shall be in writing and shall be mailed (by certified mail, first-class postage prepaid and return receipt requested), telecopied, e-mailed or delivered, if to any Grantor, to the Company’s address, or if to the Collateral Agent or any Noteholder, to it at its respective address, each as set forth in Section 9(f) of the Securities Purchase Agreement; or as to any such Person, at such other address as shall be designated by such Person in a written notice to all other parties hereto complying as to delivery with the terms of this Section 9 . All such notices and other communications shall be effective (a) if sent by certified mail, return receipt requested, when received or three Business Days after deposited in the mails, whichever occurs first, (b) if telecopied or e-mailed, when transmitted (during normal business hours) and confirmation is received, and otherwise, the day after the notice or communication was transmitted and confirmation is received, or (c) if delivered in person, upon delivery. For the avoidance of doubt, all Foreign Subsidiaries, as Grantors, hereby appoint the Company as its agent for receipt of service of process and all notices and other communications in the United States at the address specified below.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in the event that duolingo suspends or terminates your use of the service or these terms and conditions or you close your account voluntarily , you understand and agree that you will receive no refund or exchange of any kind , including for any unused virtual currency or other virtual item , any content or data associated with your use of the service , or for anything else .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to facilitate William’s pick ups and returns of the children. The record reflects that Lacey, out of distrust, often would record her interactions with William. William admitted that he routinely avoids interaction with Lacey unless necessary. After reviewing the record under the applicable standard of review, we conclude the trial court did not abuse its discretion in determining that the circumstances of the children or a conservator have materially and substantially changed since rendition of the divorce decree and that it is in the children’s best interests to modify the decree to give Lacey the exclusive right to consent to psychiatric and psychological treatment of the children. See Swaab v. Swaab, 282 S.W.3d 519, 534 (Tex.App.-Houston [14th Dist.] 2008, pet. dism’d w.o.j.) (<HOLDING>); Baltzer, 240 S.W.3d at 477 (holding that Options: A. holding that trial court did not abuse its discretion by granting such a temporary injunction B. holding that the trial court did not abuse its discretion in granting mother the exclusive right to consent to all psychiatric and psychological treatment of the child C. holding district court did not abuse its discretion in not granting plaintiffs leave to amend complaint for a third time D. holding trial court did not abuse its discretion in finding violation was willful and substantial E. holding that the trial court did not abuse its discretion in changing the surname of the child where the court made factual findings that the name change would be in the best interest of the child

assistant: The best answer is B. holding that the trial court did not abuse its discretion in granting mother the exclusive right to consent to all psychiatric and psychological treatment of the child
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, acting through the Compensation Committee, may amend or terminate the Plan in whole or in part at any time. Such amendments may include any remedial retroactive changes to comply with the requirements of any law or regulation issued by any government agency to which the Company is subject.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 8 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any tim e or from time to time prior to the expiration of the Option in such manner as may be provided via the Internet website maintained by the Company’s third-party Plan administrator, or as otherwise provided by the Committee, in each case, in accordance with Sections 6.3(c) and 6.3(d) of the Plan and conditioned upon the payment in full of the Per Share Exercise Price specified in the Grant Notice multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. The delivery o f Option Shares upon the exercise of the Option, and all Option Shares so delivered, shall be subject to the restrictions and conditions set forth in the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the other Transaction Documents and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties and supersedes any prior understandings, representations or agreements by or among the parties, whether written or oral, which may have related to the subject matter of this Agreement in any way. Each exhibit and schedule to this Agreement shall be considered incorporated into this Agreement.

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: Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters pursuant to Section 6(b) above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, that the fees and expenses of the Underwriter’s legal counsel shall not exceed $25,000; and provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).

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 case excerpt and choose the best holding from the options. Case excerpt: to the other two without comment. We first address two of Lester’s claims, which we consider to be interrelated although Lester raised them separately. Lester first alleges that counsel failed to advise him that as a consequence of being habitualized he could receive a life sentence with a mandatory minimum fifteen-year term if convicted. He states that had he been aware of this potential penalty, he would have accepted the State’s pre-trial plea offer of a guidelines sentence. He next alleges that counsel failed to advise him of the State’s last plea offer of seventeen years made the morning of trial. He asserts that had counsel conveyed that offer, he would have accepted it'. Both of these claims are facially sufficient. See, e.g., Hilligenn v. State, 660 So.2d 361 (Fla. 2d DCA 1995) (<HOLDING>), approved by Cottle v. State, 733 So.2d 963 Options: A. holding that to prove ineffectiveness where defendant rejected plea offer upon advice of counsel defendant must show he would have accepted the offer had counsel advised correctly the state would not have withdrawn its offer the court would have accepted the offer and the resulting sentence would have been less severe B. holding that to demonstrate prejudice resulting from counsels deficient performance that caused a defendant to forgo a favorable plea offer a defendant must show that he would have accepted the offer to plead and that there is a reasonable probability neither the prosecution nor the trial court would have prevented the offer from being accepted or implemented C. holding that an offer to donate cannot be an offer to sell D. holding that defense counsel had duty to communicate formal offer from the prosecution to accept a plea on terms and conditions that may be favorable to the accused E. holding claim that counsel failed to convey a plea offer that was more favorable than the sentence imposed after trial together with an assertion that defendant would have pleaded had he or she known of the offer is facially sufficient

assistant: The best answer is E. holding claim that counsel failed to convey a plea offer that was more favorable than the sentence imposed after trial together with an assertion that defendant would have pleaded had he or she known of the offer is facially sufficient
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: ( iii ) stalk , harass , or engage in any sexual , suggestive , lewd , lascivious , or otherwise inappropriate conduct with minors on the service ;

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 Historical Financial Statements fairly present in all material respects the financial condition and results of operation and cash flows of GCP as of such dates and for such periods in accordance with GAAP consistently applied throughout the periods covered thereby (except as otherwise disclosed), subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: From and after the Initial Closing Date, if any Party or its Subsidiaries receives any money (including payment of any account receivables) or any payment that is attributable to a lease, good or service provided by the other Party or its Subsidiaries pursuant to the provisions of this Agreement or any other Contract, then the receiving Party shall hold such money or payment in trust for the respective other Party or Subsidiary, pay or transfer such money or payment, without setoff, to such other Party or Subsidiary as soon as practicable following receipt thereof and, in any case, within ten (10) Business Days from the date of receipt by the receiving Party or Subsidiary of such money or payment. In all cases where any payments are to be shared or reapplied among the Group Companies and ARI Entities, the payments shall first be applied to the oldest unpaid invoices of each of them, pro rata, and then to the next oldest unpaid invoices of each of them, pro rata, and so on. Notwithstanding the other provisions of this Section 2.11 , all payments received by either party that are governed by the terms of the Longtrain-ARL RMA, the LAA or the CAA at any time shall be subject to and handled in accordance with the terms of such agreement (subject to the provisions of Section 5.02(d)) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The use of all funds obtained by the Borrower under this Agreement or any other Transaction Document to which it is a party will not (i) violate Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect, (ii) violate Section 7.2(e) of this Agreement or (iii) be used to acquire any security which is subject to Section 12, 13 or 14 of the Exchange Act.

assistant: Use Of Proceeds
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: Mortgagor agrees to keep the Mortgaged Property insured against loss or damage by fire and other casualty with extended coverage and against any other risks or hazards which in the opinion of Mortgagee should be insured against, and in any case against all risks which persons engaged in the same business as is carried on at the Premises customarily insure against, with the minimum amount of said insurance to be no less $3,600,000.

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 legal provision and list the applicable contract clause categories. Provision: If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the other parties and take all actions reasonably requested to assist the other parties in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer will pay the reasonable expenses (including the reasonable fees and expenses of counsel) of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Servicer or the successor Asset Representations Reviewer.

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: This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement; provided, however, the Company may unilaterally amend this Agreement if it determines that a ministerial amendment is necessary which does not adversely affect the rights of Participant or the potential economic benefit intended to be conveyed hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to testify, violates his Sixth Amendment right to confrontation under the United States Constitution as well as his confrontation rights under the Texas Constitution. The State argues that, because Hale does not point out any distinction in the analysis we are to apply under the United States Constitution Sixth Amendment Confrontation Clause and under the Texas Constitution, we should not apply a separate analysis and should overrule his second point. We agree, and we analyze Hale’s contention under the United States Constitution Sixth Amendment Confrontation Clause only. See, e.g., Lagrone v. State, 942 S.W.2d 602, 614 (Tex.Crim.App.), cert. denied, 522 U.S. 917, 118 S.Ct. 305, 139 L.Ed.2d 235 (1997); Varnes v. State, 63 S.W.3d 824, 829 (Tex.App.-Houston [14th Dist.] 2001, no pet.) (<HOLDING>). We overrule Hale’s second point. We review de Options: A. holding that the idaho constitution provides no greater protection from double jeopardy than does the federal constitution B. holding that appellate court assumes appellant claims no greater protection under state constitution than that provided by federal constitution when state and federal claims not briefed separately C. holding missouri constitution requires stricter separation of church and state than does federal constitution D. recognizing that oath taken to honor state constitution makes it the justices duty to apply the state constitution when it does not conflict with the federal constitution E. recognizing exception under state constitution

assistant: The best answer is B. holding that appellate court assumes appellant claims no greater protection under state constitution than that provided by federal constitution when state and federal claims not briefed separately
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 offset against the alimony award by the amount stolen by defendant and now due to plaintiff. We recognize, as did the trial judge, that alimony and equitable distribution are distinct but related types of relief. However, the discretionary application of the equitable maxim of unclean hands applies to matrimonial cases. Heuer v. Heuer, 152 N.J. 226, 238, 704 A.2d 913 (1998). It is well settled that a party “ ‘in equity must come into court with clean hands and ... must keep them clean ... throughout the proceedings.’ ” Chrisomalis v. Chrisomalis, 260 N.J.Super. 50, 53-54, 615 A.2d 266 (App.Div.1992) (quoting A. Hollander & Son, Inc. v. Imperial Fur Blending Corp., 2 N.J. 235, 246, 66 A.2d 319 (1949)). See also Thompson v. City of Atlantic City, 190 N.J. 359, 384, 921 A.2d 427 (2007) (<HOLDING>) (quoting Ryan v. Motor Credit Co., 132 N.J. Options: A. holding he who seeks equity must do equity B. holding that the formula in section 522f2a creates equity for purposes of lien avoidance even if debtors otherwise have no equity in the property C. holding that an insufficient pleading in equity is a nullity D. holding that an action for specific performance lies in equity E. holding that when the company seeks cancellation or rescission it must as a condition of obtaining relief do equity by returning or tendering back the premium paid with interest

assistant: The best answer is A. holding he who seeks equity must do equity
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 by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to 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 case excerpt and choose the best holding from the options. Case excerpt: car “entitle[s] [police] to conduct an investigatory stop in order to determine whether the car’s owner [is] in violation of state law requiring permanent tags within thirty days of a vehicle’s purchase.” The problem with McDonald is that it cited no authority for the purported statement of South Carolina law (for that matter, neither did the United States cite any authority when it briefed that case). We have made an independent search, and we find nothing in South Carolina’s law to support the statement in McDonald. At this point, we can only conclude that McDonald misstated the law of South Carolina. Of course, any state law that authorized a search or seizure would be subject to the requirements of the Fourth Amendment. See United States v. Manbeck, 744 F.2d 360, 382 (4th Cir.1984) (<HOLDING>). The Fourth Amendment does not allow a Options: A. recognizing that the sentence imposed should be consistent with the protection of the public B. recognizing that power to act in public welfare must be exercised in manner consistent with established standards C. holding rules of procedure interpreted in same manner as statutes D. holding that a phrase should be interpreted consistent with the context of the statute in which it is contained E. holding that statute authorizing customs officials to board vessels must be interpreted in a manner consistent with limitations imposed by the fourth amendment

assistant: The best answer is E. holding that statute authorizing customs officials to board vessels must be interpreted in a manner consistent with limitations imposed by the fourth amendment
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: Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health (for Executive and his immediate family) and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior executives (the “ Benefit Plans ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Swap Counterparties, the Administrative Agent (for itself and on behalf of the Lenders and the Issuing Bank), each of the Loan Parties, and Collateral Agent covenants that, as long as this Agreement remains in effect, it will (at the sole cost and expense of the Borrower) promptly execute and deliver any and all other documents or instruments and take all further action that may be necessary or reasonably requested by the other parties to give effect to the terms and conditions of this Agreement and the Security Instruments and to enable the Collateral Agent to exercise and enforce its rights and remedies under the Security Instruments (in accordance with the terms of the Principal Agreements) with respect to the Collateral or any part thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to agree with the district court’s construction of the function of this means-plus-function claim, and disagrees only with its finding that the specification did not disclose a corresponding structure. Because this means-plus-function term is a computer-implemented one, the patent must disclose more than a general purpose processor; it must also include an algorithm to perform the function. See Aristocrat, 521 F.3d at 1333 (“In cases involving a computer-implemented invention in which the inventor has invoked means- plus-function claiming, this court has consistently required that the structure disclosed in the specification be more than simply a general purpose computer or microprocessor.”); see also Ergo Licensing, LLC v. CareFusion 303, Inc., 673 F.3d 1361, 1365 (Fed. Cir. 2012) (<HOLDING>). The district court found that the ’616 patent Options: A. holding that the error must be egregious or othexnvise constitute a manifest miscarriage of justice citation omitted B. recognizing that dismissal is warranted only in extreme cases citation omitted C. holding that prejudice may result when the alien is prevented from reasonably presenting his or her case citation omitted emphasis added D. holding that the weight and credibility to be given to the opinions of expert witnesses is uniquely within the province of the fact finder in this instance the trial court citation omitted E. holding that however an algorithm is expressed it must be a stepbystep procedure for accomplishing a given result citation omitted

assistant: The best answer is E. holding that however an algorithm is expressed it must be a stepbystep procedure for accomplishing a given result 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: A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, material exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use material Intellectual Property (but excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens other than Permitted Liens. No part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party where the effect of such violation would reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Global Payments Inc., 3550 Lenox Road, Suite 3000, Atlanta, Georgia 30326, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Optionee. Notices to Optionee will be directed to the address of Optionee then currently on file with the Company, or at any other address given by Optionee in a written notice to the Company.

assistant: Notices