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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Debenture shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Debenture shall be governed by, the laws of the State of California, without giving effect to provisions thereof regarding conflict of laws. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the State of California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper, provided, however, nothing contained herein shall limit the Holder’s ability to bring suit or enforce this Debenture in any other jurisdiction. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address indicated in the preamble hereto and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

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: The language in all parts of this Release shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the Parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Release or any part thereof.

assistant: Construction
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: degree murder, committed G.O. to the Department of Corrections, Juvenile Division, until his “21st birthday, without the possibility of parole, furlough, or non-emergency authorized absence for a period of 5 years.” See 705 ILCS 405/5 — 33(1.5) (West 1996). The appellate court reversed, holding the failure to provide G.O. with a jury trial violated his right to equal protection because the General Assembly provides jury trials for juveniles charged as either violent or habitual juvenile offenders which carry similar mandatory minimum sentences. The majority reverses and holds that G.O. does not have a constitutional right to a jury trial because the mandatory minimum sentencing provision for first degree murder was declared unconstitutional in People v. Cervantes, 189 Ill. 2d 80 (1999) (<HOLDING>). The majority concludes that Cervantes Options: A. holding that the due process clause contained in the colorado constitution encompasses a guarantee of equal protection B. holding that illinois public policy did not require the application of illinois law to an illinois accident involving only indiana residents insured in indiana C. holding public act 88 680 which contained the sentencing provision for first degree murder violated the single subject clause of the illinois constitution D. holding that executive branch prosecution of disciplinary charges against a judge violated the separation of powers provision in the nevada constitution a provision identical to article v section 1 of the utah constitution E. holding that because the due process clause in the federal constitution is applicable to the states under the fourteenth amendment the right is also guaranteed to defendants pursuant to the identical provision in article i section 5 of the hawaii constitution

assistant: The best answer is C. holding public act 88 680 which contained the sentencing provision for first degree murder violated the single subject clause of the illinois constitution
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 any contrary provision of law, including, without limitation, California Civil Code Section 1995.310, the provisions of which Tenant hereby waives, Tenant shall have no right to terminate this Lease, and no right to damages for breach of contract, in the event Landlord is determined to have unreasonably withheld or delayed its consent to a proposed sublease or assignment, and Tenant’s sole remedy in such event shall be to obtain a determination reversing the withholding of such consent or finding such consent to be deemed given by virtue of such unreasonable delay.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement has been duly and validly executed and delivered by Purchaser and, assuming that it has been duly authorized, executed and delivered by the Company, constitutes a legal, valid and binding obligation of Purchaser, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Neither the execution and delivery of this Agreement by Purchaser nor the performance by such Purchaser of its obligations hereunder will violate any statute, law, ordinance, rule or regulation, applicable to Purchaser or any of the properties or assets of Purchaser except for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on Purchaser’s obligation to perform his covenants under this Agreement.

assistant: No Conflicts
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 agreements, representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be for the benefit of the Warrantholder and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.

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: The capitalized terms below shall have the following meanings for purposes of the Agreement, including this Exhibit A . Capitalized terms that are used but not defined herein shall have the meanings provided in the Plan or in the Agreement to which this Exhibit A is attached.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate (unless otherwise agreed between such parties in separate written confidentiality or similar agreements, the terms of which shall not otherwise be modified by this provision). The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment constitutes the legal, valid and binding obligation of Borrower, and is enforceable against Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not present arguments, the issues are waived for appellate review. Moreover, we agree with the post-conviction court's decision that these issues were available at the time of Douglas' direct appeal and, therefore, were waived for post-conviction review. See Benefiel v. State, 716 N.E.2d 906, 911 (Ind.1999) (waiving as free-standing claims any issues available on direct appeal), reh'g denied, cert. denied 531 U.S. 830, 121 S.Ct. 83, 148 L.Ed.2d 45 (2000). Finally, to the extent Douglas invites us to consider these issues as examples of ineffective assistance of appellate counsel, we cannot. Because Douglas did not provide arguments regarding these issues, we are unable to evaluate whether Douglas' counsel committed error or whether Douglas was prejudiced thereby. See id. at 911, n. 2 (<HOLDING>). Accordingly, Douglas waived his claim of Options: A. holding that defendants claim for ineffective assistance of counsel due to a conflict of interest was not cognizable on direct appeal B. holding that defendant may raise claim of ineffective assistance of counsel on direct appeal only if ineffective assistance is conclusive from the record C. holding that res judicata does not bar a defendant from raising a claim of ineffective assistance of trial counsel for the first time in a postcollateral proceeding if the defendant was represented by the same counsel at trial and on direct appeal or if an actual conflict of interest enjoined appellate counsel from raising a claim of ineffective assistance of trial counsel on direct appeal D. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel E. holding a single sentence declaring counsel was ineffective for raising issues on direct appeal is insufficient to avoid waiver of the issue rather to avoid waiver appellant must provide argument regarding why his counsel was ineffective

assistant: The best answer is E. holding a single sentence declaring counsel was ineffective for raising issues on direct appeal is insufficient to avoid waiver of the issue rather to avoid waiver appellant must provide argument regarding why his counsel was ineffective
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 Disputes that remain unresolved pursuant to Section 18.2(a) shall be submitted to the International Court of Arbitration of the International Chamber of Commerce (the “ ICC ”) and shall be finally settled under the Rules of Arbitration of the ICC by a panel of three arbitrators. Each Party shall appoint one arbitrator, and the two arbitrators so appointed shall jointly appoint a third arbitrator. In the event of the failure by any Party to appoint an arbitrator within thirty (30) days from the date of the receipt of the notice from the other Party and/or failure by the two arbitrators appointed by the Parties to appoint the third arbitrator within a period of thirty (30) days, such arbitrator(s) shall be appointed by the ICC. The place of arbitration shall be New York, New York, U.S.A. and the language of such arbitration shall be English. Both Parties shall bear equally the cost of the arbitration, unless otherwise determined by the arbitrators. All decisions of the arbitrators shall be final and binding on both Parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. In the event of judicial acceptance or an order of enforcement, each Party expressly waives all rights to object thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally purchasing the Notes pursuant to the terms and provisions of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall be responsible for the payment of any taxes due on any and all compensation, stock option, or benefit provided by the Company pursuant to this Agreement which are not withheld by the Company. Executive agrees to indemnify and hold harmless the Company from any and all claims or penalties asserted against the Company arising from Executive’s failure to pay taxes due on any compensation, stock option, or benefit provided by the Company pursuant to this Agreement. Executive expressly acknowledges that the Company has not made any representation about the tax consequences of any consideration provided by the Company to Executive pursuant to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and BNN and MICT will have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, BNN and MICT shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

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: On the Closing Date, the Administrative Agent and the Joint Lead Arrangers shall have received all fees required to be paid, and all expenses required to be paid, on or before the Closing Date, including, without limitation, all Fees accrued to and including the Closing Date under the Existing Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: "[the injured insured is entitled to compensation from his underinsurer without regard to ... whether ... recovery exhausts any coverage provided by the liability insurers of the tortfeasor"). However, a significant minority of courts without statutory authority strictly uphold exhaustion clauses in UIM contracts, generally relying on freedom of contract principles. See, eg., Robinette v. American Liberty Ins. Co., 720 F.Supp. 577, 578, 580 (S.D.Miss.1989) (determining that injured insured's acceptance of $32,500 in a settlement did not exhaust the $50,000 liability policy as required by clear language in the UIM policy and finding no statutory authority for a credit scheme), aff'd, 896 F.2d 552 (5th Cir. 1990); Birchfield v. Nationwide Ins., 317 Ark. 38, 875 SW.2d 502, 503-04 (1994) (<HOLDING>); Lewis v. State Farm Mut. Auto. Ins. Co., 857 Options: A. holding that federal law can provide source of state public policy for determining whether discharge of employee violated clear mandate of public policy B. holding when ordinance language is clear courts must give language its plain meaning C. holding contribution claim against attorney not contrary to illinois public policy D. holding that the plain meaning of the uim policy language was clear and not contrary to public policy E. holding that an arbitration award involving the appellants challenge to the failure of the insurance company to ensure that he had read and understood a signed waiver and to attach the waiver to the insurance policy as contrary to public policy is not reviewable by the courts because there is no challenge to a provision or term of the policy the appellant never claimed that the waiver or policy language itself was contrary to the public policy of this commonwealth

assistant: The best answer is D. holding that the plain meaning of the uim policy language was clear and not contrary to public policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and the statute of limitations did not start to run, prior to that date. It was in January 2006 that Gottex alleges it first learned that Veras would be allocating the Settlement Expense among its investors on a pro rata basis and, as a result, Gottex would lose some of its principal investment. According to Gottex, prior to January 2006, it believed, based on representations made by Veras, that its portion of the Settlement Expense would not exceed the amount of its profits. Am. Compl. ¶¶ 97, 107-114. [14] However, in a securities fraud action, the injury occurs “at the time an investor enters ... a transaction as a result of material misrepresentations.” Lenz, 833 F.Supp. at 370; see also CSI Investment Partners II, L.P. v. Cendant Corp., 180 F.Supp.2d 444, 457-59 (S.D.NY.2001) (<HOLDING>). Gottex alleges that if it “had known of the Options: A. holding accrual of cause of action for purposes of statute of limitations occurs on the date on which the right to institute and maintain a suit first arises B. holding that for a section 10b violation the sec must prove that the defendant in connection with the purchase or sale of securities made a materially false statement or omitted a material fact with scienter and that the plaintiffs reliance on the defendants action caused injury to the plaintiff C. holding that section 10b violation occurs on date of alleged misrepresentation not the date of the sale or purchase of securities D. holding that for statute of limitations purposes the injury in a section 10b action occurs at the time of plaintiffs entry into purchase agreement not on later date when plaintiffs failed to receive expected payment E. holding that a purchase agreement for a foreign corporations stock is not subject to section 10b even if the closing occurred in the united states

assistant: The best answer is D. holding that for statute of limitations purposes the injury in a section 10b action occurs at the time of plaintiffs entry into purchase agreement not on later date when plaintiffs failed to receive expected payment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is the shortest limitations period applicable to the case. 32 . The Brokers did not assert this ground in their motion for partial summary judgment. Although the Brokers did raise this argument in their reply, the trial court stated that it did not consider the limitations arguments set forth in the reply brief, and the Brokers do not assert that the trial court erred in refusing to consider these arguments. 33 .In support of this contention, the Insureds cite Don Chapman Motor Sales, Inc. v. National Savings Insurance Co., 626 S.W.2d 592, 597 (Tex.App.-Austin 1981, writ ref'd n.r.e.). 34 . See Guthrie v. Republic Nat'l Life Ins. Co., 682 S.W.2d 634, 637 (Tex.App.-Houston [1st Dist.] 1984, writ ref'd n.r.e.). 35 . See Johnson v. Brewer & Pritchard, P.C., 73 S.W.3d 193, 200 (Tex.2002) (<HOLDING>). 36 . See No. 01-03-00637-CV, 2004 WL 2823147, Options: A. holding that a principal is bound by a contract entered into by the principals agent on her behalf if the agent had authority to bind the principal B. holding that an attorney for a debtor owes a general fiduciary duty to preserve the bankruptcy estate C. holding that an agent owes a fiduciary duty to his principal D. holding that an attorney owes a fiduciary duty to persons though not strictly clients who he knows or should know rely on him in his professional capacity E. holding that both agent and principal will be liable when the agent acts within the scope of his employment but for his own purposes

assistant: The best answer is C. holding that an agent owes a fiduciary duty to his principal
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: second , we 'll delete data or your content associated with your microsoft account or skype account or will otherwise disassociate it from you and your microsoft account or skype account ( unless we are required by law to keep it ) .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: law or ordinance), contract, agreement, policy, plan, practice, or other matter that reduces, limits, or eliminates in any manner any right or benefit provided by this chapter, including the establishment of additional prerequisites to the exercise of any such right or the receipt of any such benefit. 38 U.S.C. § 4302(b). The language of Section 4302 broadens the protections available under the predecessor statutes and case precedents. Pri- or to enactment of USERRA, federal courts interpreted the predecessor statutes as preempting any state law and collective bargaining agreements which would lessen the protections available under the statutes. See Jennings v. Illinois Office of Education, 589 F.2d 935, 944 (7th Cir.1979); Peel v. Florid U.S. 624, 93 S.Ct. 1854, 36 L.Ed.2d 547 (1973) (<HOLDING>). Congressional intent is the “touchstone” for Options: A. holding that a state law imposing different labeling standards for bacon and flour was preempted because it would frustrate the congressional purpose of providing direct comparisons for consumers B. holding state statute imposing airport curfew preempted because it inhibited congress purpose in fostering flexible air traffic flow C. holding that the plaintiffs state law claims are preempted by federal law D. holding faa reverse preempted by state statute under mccarranferguson E. holding the state law claims were not preempted

assistant: The best answer is B. holding state statute imposing airport curfew preempted because it inhibited congress purpose in fostering flexible air traffic flow
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 prosecution a post-conviction obligation to disclose exculpatory evidence, citing District Attorney’s Office for Third Judicial District v. Osborne, 557 U.S. 52, 68-69, 129 S.Ct. 2308, 174 L.Ed.2d 38 (2009). Gavitt has not challenged this part of the ruling. Finally, the district court construed Count II as challenging the adequacy of defendants Fatchett’s and Kalman’s pretrial fire investigation, i.e., their failure to consider and eliminate all possible accidental causes of the house fire before investigating for arson. The district' court held that such a claim does not make out a violation of a clearly established constitutional right and held that defendants are entitled to qualified immunity. The court relied on Yancey v. Carroll Cty., Ky., 876 F.2d 1238, 1245 (6th Cir. 1989) (<HOLDING>); and Buchanan v. Metz, 6 F.Supp.3d 730, 757-59 Options: A. holding that officers were entitled to qualified immunity where defendant officers could have reasonably believed that they were given sufficient third party consent to search B. holding officers engaged in search entitled to immunity C. holding that officers were entitled to rely on the judicial officers finding of probable cause in issuing the search warrant unless they knowingly made false statements to obtain the warrant and that a challenge to the adequacy of the officers investigation does not rise to level of clearly established constitutional violation D. holding that defendants consent was involuntary where defendant consented to search following a warrantless entry and officers explained that absent consent the officers would obtain a warrant E. holding that if the application for a warrant contains probable cause apart from the improper information then the warrant is lawful and the independent source doctrine applies providing that the officers were not prompted to obtain the warrant by what they observed during the initial entry

assistant: The best answer is C. holding that officers were entitled to rely on the judicial officers finding of probable cause in issuing the search warrant unless they knowingly made false statements to obtain the warrant and that a challenge to the adequacy of the officers investigation does not rise to level of clearly established constitutional violation
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 an independent contractor, you will be solely responsible for payment of all applicable taxes payable in respect of amounts payable to you under paragraph 3(b), and the Company will not withhold for taxes from any such amounts. In addition, you understand and agree that you are not eligible by virtue of your engagement as a consultant hereunder to participate in any of the employee benefit plans or programs of the Company. In the event that this consulting arrangement is reclassified as employment by any governmental agency or court, you further agree that you will not seek to participate in or benefit from any of the employee benefit plans or programs of the Company as a result of such reclassification.

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

user: 4.1. Notwithstanding clause 3.1 of this Agreement, the Receiving Party may disclose the Confidential Information: b) as may be required by an order of any court of competent jurisdiction or governmental body in which case the Receiving Party shall, to the extent permitted by law, use reasonable endeavours to provide the Disclosing Party with prompt written notice of any such requirement prior to any disclosure so that the Disclosing Party may seek a protection order or other appropriate remedy.

assistant: No
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 circuit court on remand concludes that the attorney-client privilege applies to these documents, the materials would not be subject to the work-product doctrine because they would not be “otherwise discoverable.” Assuming the subject documents are “otherwise discoverable,” the crux of the work-produet dispute between the parties is whether the materials were “prepared in anticipation of litigation.” HRCP Rule 26(b)(4); see Ass’n of Apartment Owners of Waikoloa Beach Villas ex rel. Bd. of Directors v. Sunstone Waikoloa, LLC, 130 Hawai'i 152, 161, 307 P.3d 132, 141 (2013) (noting that the work-produet doctrine applied because an opinion letter was a prerequisite for litigation and thus “prepared in anticipation of litigation”); Save Sunset Beach, 102 Hawai'i at 484, 78 P.3d at 20 (<HOLDING>). We note that “[t]he burden of establishing Options: A. holding that court erred in admitting letter as business record where testimony was not adequate to establish that the letter was compiled as a matter of regular practice as opposed to one prepared in anticipation of litigation B. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable C. holding that the workproduct doctrine was inapplicable where there was no indication a memorandum was prepared in anticipation of litigation D. holding that the work product doctrine applied to a document prepared in anticipation of litigation and was therefore protected from disclosure under foia exemption 5 E. holding that not all of claims file was prepared in anticipation of litigation and noting that the majority of cases that have dealt with the issue of whether investigative materials prepared by insurance claims adjusters is workproduct prepared in anticipation of litigation have held that since insurance companies have a routine duty to investigate accidents such materials are not prepared in anticipation of litigation

assistant: The best answer is C. holding that the workproduct doctrine was inapplicable where there was no indication a memorandum was prepared in anticipation of litigation
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: Schedule 3.20 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of each Loan Party and the Material Subsidiaries or otherwise in respect of any Mortgaged Vessel as of the Closing Date. As of such date, such insurance is in full force and effect in all material respects.

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: The Buyer represents and warrants to the Company that: (i) this Agreement has been duly and validly authorized; (ii) this Agreement, the Secured Buyer Notes, and the Pledge Agreement have been duly executed and delivered on behalf of the Buyer, (iii) this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms; and (iv) the Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party acknowledges the highly proprietary and confidential nature of unpublished patent applications and related information and without limiting the provisions of Article VIII agrees to limit the access to any such applications and information received from the other Party hereunder to those who need such access for the purposes of this Section 6.3 and limit the use thereof solely to the purposes of this Section 6.3. Without limiting the foregoing, any disclosures made pursuant to this Section 6.3 will be structured in a manner so as provide reasonable access to the applicable information while limiting the risk of adversely affecting the patentability of the subject matter disclosed.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (2d Cir.1981). 11 . E.g., In Re Morris, 914 F.2d at 466. 12 . Mellon Bank, N.A. v. Metro Communications, Inc., 945 F.2d 635, 647-48 (3rd Cir.1991), cert. denied, - U.S. -, 112 S.Ct. 1476, 117 L.Ed.2d 620 (1992). 13 . Id. 14 . Rubin, 661 F.2d at 992-94. 15 . Fairchild made three payments after May 31 totaling $114,597.85. The dates and amounts of those payments are as follows: Date Paid Amount 6/05/89 $10,080.37 6/09/89 - 14,517.48 8/01/89 90,000.00 16 . See, TexBus. & Com.Code Ann. § 26.01(a), (b)(2) (Vernon 1987). 17 . E.g., Haas Drilling Co. v. First National Bank, 456 S.W.2d 886, 890 (Tex.1970); Smith d 510, 515 (9th Cir.1992) (stating that such an approach accords the trial court the opportunity to correct any errors). 24 . E.g. Pou v. Dominion Oil Co., 265 S.W. 886, 888 (Tex.1924) (<HOLDING>); Howell v. Bowden, 368 S.W.2d 842, 846 Options: A. holding that if part performance is relied upon to remove the oral agreement from the operation of the statute of frauds clear and convincing proof of performance in pursuance of the alleged agreement must be adduced by the party seeking to enforce it B. holding that the statute of frauds bars a breach of contract claim based on an oral agreement to enter a future employment contract that would need to meet the statute of frauds C. holding sufficient part performance of an oral trust agreement is required to remove it from the statute of frauds D. holding a court must find among other things clear evidence of the existence of an oral agreement for part performance to remove the contract from the statute of frauds E. holding that full performance takes a contract outof the statute of frauds

assistant: The best answer is E. holding that full performance takes a contract outof the statute of frauds
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 Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the obligations of the Issuer under the Note Agreement may be declared to be forthwith due and payable as provided in Paragraph 7A of the Note Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in clause (viii), (ix) or (x) of said Paragraph 7A) for purposes of the guarantee hereunder notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Issuer and that, in the event of such declaration (or such obligations’ being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Issuer) shall forthwith become due and payable by the Guarantors for purposes hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive will be entitled to accrue vacation time, in an amount and subject to accrual limits, in accordance with the Company’s policies and practices for employees of the Company. Executive shall schedule and take vacation at the mutual convenience of the Executive and the Company.

assistant: Vacations
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: unless expressly authorized by mandatory legislation , the rovio services may not be copied , reproduced or distributed in any manner or medium , in whole or in part , without prior written consent from rovio .

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: Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

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 legal provision and list the applicable contract clause categories. Provision: To confirm the intended scope of the term Additional Product Transaction, the Parties acknowledge and agree that Additional Product Transactions apply only to quantities of Products held in the Storage Facilities and not to any other transactions involving fuels to which Macquarie may be a party or to any transaction between Macquarie and the SIP under the SIP-Macquarie Products Sales and Purchase Agreement.

assistant: Definitions
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 Executive shall serve as the Chief Operating Officer and Secretary of the Corporation, with such duties, responsibilities and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of the Corporation. The Executive shall report directly to the Board.

assistant: Duties
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: publication, regardless of the circumstances, and even though the broad ban on publication may not be necessary to effectuate the state’s interests, the statute fails the strict tests for overbreadth set out in The Florida Star and Daily Mail and, therefore, is patently violative of the First Amendment. STATE’S RESPONSE TO OVERBREADTH PROBLEM Notwithstanding the above, the state contends this court can transform the “problems” noted herein, and by The Florida Star Court, into affirmative defenses, so that the statute’s constitutionality can be salvaged. The state directs us to a number of instances where Florida courts have, without legislative sanction, created affirmative defenses to avoid a variety of constitutional problems. E.g., Herrera v. State, 594 So.2d 275, 277 (Fla.1992) (<HOLDING>); State v. Glosson, 462 So.2d 1082 (Fla.1985) Options: A. holding an inducement to commit a crime by a private party who has no government involvement does not establish an entrapment defense B. holding that if the undisputed testimony of the prosecutions witnesses establishes or corroborates an entrapment defense entrapment is established as a matter of law C. recognizing laches as an affirmative defense D. holding the defendant is entitled to an entrapment instruction when sufficient evidence exists from which a reasonable jury could find entrapment E. recognizing entrapment as a judicially created affirmative defense designed to protect a defendant from being found guilty of a crime where the government instigated the conduct

assistant: The best answer is E. recognizing entrapment as a judicially created affirmative defense designed to protect a defendant from being found guilty of a crime where the government instigated the conduct
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not effect any other provisions of this Agreement , and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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 legal provision and list the applicable contract clause categories. Provision: Amend Section 5.2 , 10.3 or 5.3 or this Section 11.1 , alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to authorize the taking of any action or change any provision of the definition of Required Lenders, in each case without the consent of all of the Lenders; provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent, the Issuing Lender, or the Swing Loan Lender may be made without the written consent of the Administrative Agent, the Issuing Lender or the Swing Loan Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections 11.1.1 through 11.1.4 above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “ Non-Consenting Lender ”), then the Borrower shall have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 5.7 . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Fourth Vesting Date and before you have otherwise terminated employment with the Company Group, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of your employment due to death.

assistant: Death