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

user: Read the legal provision and list the applicable contract clause categories. Provision: The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options or restricted stock units under the Company’s existing stock incentive plans, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was thus either November 30, the day the order was filed, or December 1, the day after. The limitations-period clock then continued to run until October 19, 2006, when (as the Court has determined) Petitioner filed his Coram Nobis Petition. See Nichols v. Brown, No. 09-CV-6825, 2012 WL 555043, at *2 (S.D.N.Y. Feb. 21, 2012) (“[T]he limitations period was tolled ... when petitioner] filed his coram nobis petition.”). The tolling period thus started on either October 19, the filing date, or October 20, the day after. The clock remained stopped until June 15, 2007, when the Court of Appeals denied Petitioner’s request for leave to appeal the Appellate Division’s denial of the Coram Nobis Petition. See Flowers v. Ercole, No. 06-CV6118, 2009 WL 2986738, at *7 n. 3 (S.D.N.Y. Sept. 18, 2009) (<HOLDING>). The first day that counted in the resumed Options: A. holding that federal court may not issue writ of coram nobis for state prisoner B. holding that in the absence of a valid excuse for delay a coram nobis petition is subject to denial C. holding same for writ of error coram nobis D. holding that rule 4as time limits govern an appeal from a district court order granting or denying a petition for a writ of error coram nobis E. holding that a coram nobis petition remained pending until the court of appeals denied petitioners application for leave to appeal the appellate divisions denial of his petition

assistant: The best answer is E. holding that a coram nobis petition remained pending until the court of appeals denied petitioners application for leave to appeal the appellate divisions denial of his petition
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 is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing with the SEC of the Prospectus Supplement and the 8-K Filing and any other filings as may be required by any state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under, or contemplated by, the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain at or prior to the Closing have been obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock, Restricted Stock Units or an Other Incentive Award shall be set by the Committee in its discretion.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the prohibition with respect to disbursements by a custodian present in § 543(a), which includes disbursement of “offspring,” is broader than the disbursement of money. Id. Disbursements, for purposes of calculating the quarterly fee under § 1930(a)(6), has been interpreted broadly to include all payments, whether made directly by the debtor or by a third party on the debtor’s behalf. See, e.g., U.S. Trustee v. Hays Builders, Inc. (In re Hays Builders, Inc.), 144 B.R. 778, 780 (W.D.Tenn.1992) (“The ordinary, plain meaning of the statutory language requires that all disbursements, whether direct or through a third party, be included in the calculation of fees due ... under § 1930(a)(6).”); U.S. Trustee v. Wemerstruclc, Inc. (In re Wernerstruck, Inc.), 130 B.R. 86, 89 (D.S.D.1991) (<HOLDING>); In re Warren Oil Props., LLC, No. Options: A. holding that prepayments the debtor made to a lender pursuant to modified settlement agreement that reduced the balance of loan and accrual of interest were considered disbursements for purposes of calculating the quarterly fee B. holding that because the quarterly fee payments are not 503b claims chapter 7 administrative expenses and the quarterly fee payments have the same priority C. holding that the debtor must pay the government interest at the rate the debtor would pay a commercial lender for a loan of equivalent amount and duration considering the risk of default and any security D. holding that disbursements for purposes of calculating the quarterly fee included payments made by third parties on the debtors behalf E. holding that it was not improper for a lender to halt the proposed settlement and discounted payment of plaintiffs loan when the lender believed the loan would otherwise be paid in full

assistant: The best answer is A. holding that prepayments the debtor made to a lender pursuant to modified settlement agreement that reduced the balance of loan and accrual of interest were considered disbursements for purposes of calculating the quarterly fee
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: Finally, the relief the Laws seek is beyond just preserving the status quo pending a trial on the merits. The status quo to be preserved is “the last, actual, peaceable, non-contested status that preceded the pending controversy.” Southwestern Bell Tel. Co., 526 S.W.2d at 528. The Laws contend the last, actual, peaceable, non-contested status was Dr. Bass’s decision to overturn the two semester suspension. We disagree. The Laws appealed that decision to Dr. Gillis. Instead, the last, actual, peaceable, non-contested status is Dr. Gillis’ decision to uphold Dr. Bass’s decision after the second disciplinary hearing, i.e., the failing grade in organic chemistry and the two semester suspension. See Edgewood Indep. Sch. Dist. v. Paiz, 856 S.W.2d 269, 271 (Tex.App.-San Antonio 1993, no writ) (<HOLDING>). Moreover, in vacating the temporary Options: A. holding status quo was school districts decision to prohibit student who had not passed taas test from participating in graduation ceremonies B. recognizing districts obligation to maintain special needs student at specific private school where hearing officer had directed district to place and fund student pending development of iep C. recognizing application of sovereign immunity to school districts D. holding that a school had no duty to protect pedestrian from student E. holding school districts had standing to bring claims against the state asserting that school financing system had become unconstitutional

assistant: The best answer is A. holding status quo was school districts decision to prohibit student who had not passed taas test from participating in graduation ceremonies
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: a defendant asserts a procedural error on appeal that was not raised below when prompted by the district court . . . our review is limited to determining whether the sentencing court committed plain error.”). Another approach is to apply the plain error standard to all sentencing errors not preserved at trial. United States. v. Chavez-Hernandez, 671 F.3d 494, 497 (5th Cir. 2012). Most importantly, the approach utilized by many courts in jurisdictions, similar to the Virgin Islands, where there are no comprehensive sentencing guidelines is as follows: sentences that fall within the legislatively prescribed range are not reviewable absent a showing of illegality or improper procedure that amounts to abuse of discretion. See State v. Franklin, 267 S.C. 240, 226 S.E.2d 896, 898 (S.C. 1976) (<HOLDING>); State v. Erickson, 281 Neb. 31, 793 N.W.2d Options: A. holding that a sentence imposed within statutory limits will not be disturbed on appeal absent an abuse of discretion by the trial court B. holding that a trial court is not required to reimpose the original sentence but has discretion to impose a new sentence within the statutory limits governing the offense for which she was convicted C. recognizing that this court and the united states supreme court have embraced the notion that so long as the sentence imposed is within the maximum limit set by the legislature an appellate court is without power to review the sentence D. holding that an appellate court has no jurisdiction to review a sentence imposed by the trial court that is within the limits prescribed by statute which is not the result of oppression prejudice or corrupt motive E. holding that a ruling of the trial court to which no error has been assigned becomes the law of the case and is not subject to review by the court of appeals

assistant: The best answer is D. holding that an appellate court has no jurisdiction to review a sentence imposed by the trial court that is within the limits prescribed by statute which is not the result of oppression prejudice or corrupt motive
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 may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or portable document format (pdf) shall be equally as effective as delivery of an executed original counterpart and shall constitute a covenant to deliver an executed original counterpart, but the failure to do so shall not affect the validity, enforceability and binding effect of this Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither any Loan Party nor any Affiliate of any Loan Party is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

assistant: General
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, together with the Plan, is the entire agreement of the parties with respect to the RSUs granted hereby and may not be amended except in a writing signed by both the Company and the Award Holder. If any provision of this Agreement is deemed invalid, it shall be modified to the extent possible and minimally necessary to be enforceable, and, in any event, the remainder of this Agreement will be in full force and effect.

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: The execution and delivery of this Agreement by the Corporation does not, and the consummation of the transaction contemplated hereby, will not violate, conflict with or constitute a default under (i) the Corporation’s Certificate of Incorporation or bylaws; (ii) any material agreement, indenture or other instrument to which the Corporation is a party or by which the Corporation may be bound; or (iii) any material law, regulation, order, judgement or decree applicable to the Corporation; or (iv) the Deed of Trust.

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 case excerpt and choose the best holding from the options. Case excerpt: 9430-9433). As the leader of this Organization, he played a critical role in moving the firearms to the drug deal, including meeting with his team prior to the drug deal where he distributed the cash into one vehicle and the firearms into the other vehicle. Therefore, the Court adheres to its January 24, 2002 holding and finds that there was sufficient evidence to sustain Concepcion’s conviction for “carrying” firearms under 18 U.S.C. § 924(c). See United States v. Pipola, 83 F.3d 556, 564-565 (2d Cir.) (finding that the defendant was properly convicted under Section 924(c) because he “specifically encouraged” his co-conspirators to carry guns during the robberies), cert. denied, 519 U.S. 869, 117 S.Ct. 183, 136 L.Ed.2d 122 (1996); United States v. Medina, 32 F.3d 40, 45 (2d Cir.1994) (<HOLDING>); United States v. Cambrelen, 18 F.Supp.2d 226, Options: A. holding the word carry includes the carrying of a firearm in a vehicle B. holding that to be guilty of aiding and abetting under 924c the defendant must have directly facilitated or encouraged use of the firearm mere presence at the scene of the crime and knowledge that the crime is being committed is not enough C. holding that an enhancement for an express threat of death may not be applied to the sentence for robbery when the threat is related to the use of the firearm and the defendant has a 924c sentence for the same firearm D. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used E. holding that a defendant must directly facilitate or encourage the use or carrying of a firearm in order to be convicted under section 924c

assistant: The best answer is E. holding that a defendant must directly facilitate or encourage the use or carrying of a firearm in order to be convicted under section 924c
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: Ameritrade to provide last sales information from any and all exchanges or market makers, and both of which alleged ly contained disclaimers regarding the completeness or accuracy of the information provided. Copies of the contracts are attached to Ameritrade’s brief, but have not been authenticated and filed as required by NELR 7.1(a)(2). Second, even though Green does not contest the accuracy of the documents that are attached to Ameritrade’s brief, it appears that the court should not consider such documents without first converting Ameritrade’s motion to dismiss into a motion for summary judgment and giving the parties a reasonable opportunity to present all pertinent evidentiary materials, as required by Rule 12(b). See, e.g., Gibb v. Scott, 958 F.2d 814, 816 (8th Cir.1992) (<HOLDING>); Bennett v. Berg, 685 F.2d 1053, 1056 (8th Options: A. holding that hearing requirement for summary judgment motions is satisfied by courts review of documents submitted by parties B. holding that only motions filed under 12b6 can be converted to a summary judgment motion C. holding that motions to dismiss should have been converted into motions for summary judgment where the district court relied upon contract documents submitted by the defendant D. holding that although the defendant filed a number of motions because the original trial date never changed as a result of those motions no delay could be attributed to the motions E. holding that the trial court grants or denies motions for summary judgment on the basis of what is contained in the motions for summary judgment and the responses thereto

assistant: The best answer is C. holding that motions to dismiss should have been converted into motions for summary judgment where the district court relied upon contract documents submitted by the defendant
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 Grantee hereby consents to any amendment to this Agreement in any way the Committee deems necessary or advisable to comply with or satisfy exemption from Sections 409A and 457A of the Code, to carry out the purpose of the grant, or in connection with any change in applicable laws or regulation or any future law or regulation. Except as provided above, any amendment to this Agreement must be in writing and signed by the Company and the Grantee.

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 legal provision and list the applicable contract clause categories. Provision: The parties hereto agree that the Existing Escrow and Security Agreement is hereby amended and restated in this Escrow and Security Agreement, and this Escrow and Security Agreement shall constitute neither a release nor novation of any lien or security interest arising under the Existing Escrow and Security Agreement nor a refinancing of any indebtedness or obligations arising thereunder or under the Existing Credit Agreement or related documents, but rather the liens and security interests in effect under the Existing Escrow and Security Agreement shall continue in effect on the terms hereof.

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 legal provision and list the applicable contract clause categories. Provision: Stock options granted under the Plan shall be in respect of Common Stock and may be in the form of Incentive Stock Options or Non-Qualified Stock Options (sometimes referred to collectively herein as the “Stock Option(s)”). Such Stock Options shall be subject to the terms and conditions set forth in this Section 6 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: your access to and use of the service is also subject to the company 's privacy policy and gift points policy , the terms and conditions of which are incorporated herein by reference .

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: Any notice or other communication required or permitted pursuant to the terms hereof shall be deemed to have been duly given when delivered or mailed by United States Mail, first class, postage prepaid, addressed to the intended recipient at his or her last known address (which in the case of an Executive shall be the address specified by him or her in any written notice provided to the Company in accordance with this Section 8.17).

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 case excerpt and choose the best holding from the options. Case excerpt: Alabama is that “a person has no duty to protect another from criminal acts of a third person.” Moye v. A.G. Gaston Motels, Inc., 499 So.2d 1368, 1370 (Ala.1986). There are two exceptions to this rule: (1) the “special relationship” exception; and (2) the “special circumstances” exception. Saccuzzo v. Krystal Co., 646 So.2d 595, 596 (Ala.1994) (citing Restatement (Second) of Torts § 315 (1965)). 1. “Special Relationship” Exception The “spe tor”) and Finley (the “other”) was that of citizen and police officer. This relationship is insufficient to create a right in Finley, the police officer, to require Ms. Patterson, the citizen, to protect him. In Young v. Huntsville Hospital, 595 So.2d 1386, 1388-89 (Ala.1992), we held that the relationship between a hospital and a sedated patie 1923) (<HOLDING>); Cullivan v. Leston, 43 Or.App. 361, 602 P.2d Options: A. holding that a hotel security guard was not liable under 1983 merely because he called police and brought the police to the plaintiffs hotel room B. holding that a hotel occupant who was asked to leave by police officers acting on behalf of hotel management who complained of defendants disorderly behavior was justifiably ejected under state law and no longer had a reasonable expectation of privacy in the hotel room C. holding proprietor of a tavern was not liable to officer who sustained injuries caused by a patron while the officer was attempting to make an arrest D. holding officer who was shot by employee of a hotel while he was attempting to make an arrest was unable to recover for injuries from hotel owner E. holding police officer who was shot by occupier of premises could not recover from premises owner for injuries the officer should have reasonably expected to sustain while engaged in the line of duty

assistant: The best answer is D. holding officer who was shot by employee of a hotel while he was attempting to make an arrest was unable to recover for injuries from hotel owner
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: in the Tenth Circuit One of the cases cited by the Tenth Circuit in its brief instruction to vacate is entirely distinguishable on its facts from the instant case and the other, like the order of vacatur in this case, does not address the policies against vacatur and the limitations imposed by the Supreme Court. For example, in Beattie, a firefighter with the Boeing Military Airplane Company brought suit for declaratory judgment and injunctive relief against the United States, alleging that the Air Force’s denial of his access to certain sensitive areas violated his constitutional rights. Before the case even came before the district court on summary judgment, the plaintiff voluntarily quit his job. The district court nevertheless found the case wa 99 S.Ct. 2149, 60 L.Ed.2d 735 (1979) (<HOLDING>)). Both Iron Arrow and Great Western found Options: A. holding that where an arbitration agreement between an employer and employee does not specifically provide for the handling of arbitration costs california courts should interpret the arbitration agreement as providing that the employer must bear the arbitration forum costs B. holding that completed arbitration pending appeal mooted district courts order directing arbitration C. holding that district courts are required to compel arbitration of claims subject to arbitration clause even if the result is piecemeal litigation D. recognizing that in reviewing ruling on motion to compel arbitration we first determine whether party seeking arbitration established existence of arbitration agreement E. holding denial of mandamus challenging arbitration order did not bar appeal of that order after arbitration was completed

assistant: The best answer is B. holding that completed arbitration pending appeal mooted district courts order directing 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 case excerpt and choose the best holding from the options. Case excerpt: We agree with the trial court that the “verbal” aspects of defendant’s performance were clearly testimonial under Fish. 321 Or at 60. Accordingly, the court properly excluded evidence of defendant’s counting in the walk-and-turn and finger-count tests, and reciting the alphabet in the Romberg test. We do not agree, however, with the court’s ruling on the “physical” components of those tests. In Nielsen, 147 Or App at 306, we drew the following conclusions from Fish: “First, from Fish, we understand that ‘testimony’ is the communication by words or conduct of an individual’s thoughts, beliefs or ‘state of mind.’ Thus, purely verbal answers to purely verbal questions (‘On an intoxication scale of 1 to 10, I think I rank a 2.’) are testimony, as are answers by conduct to the same question (<HOLDING>). * * * [W]e also understand that, as a general Options: A. holding that the evidence supported two separate convictions and punishments for two attempted robberies of two different victims who suffered separate and distinct harms B. holding that two unlawful sales of narcotics to the same purchaser on consecutive days constituted two offenses punishable separately C. holding that circumstantial evidence may support temporal link between defendants intoxication and his driving D. holding up two fingers to selfrank intoxication on a 1 to 10 scale E. holding that evidence of intoxication together with the circumstances of the accident were sufficient to demonstrate recklessness

assistant: The best answer is D. holding up two fingers to selfrank intoxication on a 1 to 10 scale
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 (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable 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 such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Parent on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Parent 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 any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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 case excerpt and choose the best holding from the options. Case excerpt: an estate is created upon the commencement of a case and that such estate is comprised of “all legal or equitable interests of the debtor in property as of the commencement of the case.” 11 U.S.C. § 541(a)(1). The scope of this paragraph is broadly interpreted because “Congress intended a broad range of property ... to be included in the estate.” United States v. Whiting Pools, 462 U.S. 198, 204, 103 S.Ct. 2309, 76 L.Ed.2d 515 (1983). Section 541(b), which provides an extensive list of property specifically not included in the estate, quite clearly does not include an exception for a debtor’s interest in a rent-stabilized lease. 11 U.S.C. § 541(b). Accordingly the Debtor’s legal interest in the Lease is property of the estate. See In re Stein, 281 B.R. 845, 849 (Bankr.S.D.N.Y.2002) (<HOLDING>). The Trustee is authorized to assume and Options: A. holding that workers compensation awards remained property of the estate despite confirmation of the debtors plans where the confirmation orders specifically provided that property of the estate did not vest in the debtor until the completion of the plan B. holding that a debtors interest in a tenancy by the entirety is property of the bankruptcy estate under section 541 because of debtors undivided present interests in the use possession income and right of survivorship of the property C. holding that a debtors interest in a noneviction plan lease under the martin act is property of the estate D. holding that the debtors interest in a broadcasting license constitutes property of the estate E. holding that funds held in escrow are property of the estate only to the extent of the debtors independent right to that property

assistant: The best answer is C. holding that a debtors interest in a noneviction plan lease under the martin act is property of the estate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Justice, 416 F.3d 129, 130-31 (2d Cir.2005) (finding that the birth of U.S. citizen children constitutes a change in personal circumstances, not a change in country conditions, and therefore does not establish an exception to the filing deadline for motions to reopen). Furthermore, despite Chen’s submission of various allegedly official Chinese government documents, as well as recent country reports and a letter from her its discretion in concluding that Chen provided insufficient evidence that the birth of her U.S. citizen children violated the family planning policy in her area of residence in China, or that the implementation of sanctions resulting from any possible violation would rise to the level of persecution. Cf. Jian Xing Huang v. INS, 421 F.3d 125, 129 (2d Cir.2005) (<HOLDING>). We decline to examine Chen’s argument Options: A. holding that an applicants fear was not objectively reasonable because it lacked solid support in the record and was merely speculative at best B. holding that absent solid support in the record for the petitioners assertion that he would be persecuted his fear was speculative at best C. holding that absent solid support in the record for the petitioners assertion that he would be subjected to persecution his fear was speculative at best D. holding that absent solid support in the record a petitioners fear is speculative at best E. holding that in the absence of solid support in the record for an applicants assertion that she would be persecuted the bia did not err in denying asylum because her fear was speculative at best

assistant: The best answer is E. holding that in the absence of solid support in the record for an applicants assertion that she would be persecuted the bia did not err in denying asylum because her fear was speculative at best
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 to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the State and Federal courts located in The Borough of Manhattan, The City of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document (other than with respect to rights under any Security Documents governed by a law other than the laws of the State of New York), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Lender or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The provisions of Section 11.11.2 through 11.11.5 of the Credit Agreement shall apply to this Amendment mutatis mutandis .

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 Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and any wholly-owned Subsidiaries not involving any other Affiliate, (c) any transaction permitted by Section 6.01 , 6.03 , 6.04 or 6.07 , (d) employment, indemnification, benefits and compensation arrangements (including arrangements made with respect to bonuses and equity-based awards) entered into in the ordinary course of business with members of the board of directors or officers and employees of the Borrower and its Subsidiaries, (e) payment of employee compensation in the ordinary course of business to any Affiliate who is an individual in such Person’s capacity as an officer, employee or consultant of the Borrower or any of its Subsidiaries, (f) intercompany transactions among the Borrower and its wholly owned Subsidiaries for the purpose of improving the consolidated tax efficiency of the Borrower and its Subsidiaries, to the extent such transactions are otherwise permitted under this Agreement, (g) payments by the Borrower and its Subsidiaries pursuant to tax sharing agreements among the Borrower and its Subsidiaries on customary terms that require each party to make payments when such taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party calculated on a separate return basis and payments to the party generating tax benefits and credits of amounts equal to the value of such tax benefits and credits made available to the group by such party; and (h) transactions between the Borrower or any Subsidiary and any Person, a member of the governing board of which is also a member of the governing board of the Borrower or a Subsidiary which are expressly approved by the governing board of the Borrower or such Subsidiary, provided , however, that such member abstains from voting as a member of the governing board of the Borrower or such Subsidiary on any matter involving such other Person.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Collabria has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and any other documents executed or required to be executed by it in connection with this Agreement. This Agreement and the other documents executed or required to be executed by Collabria in connection with this Agreement have been or will be duly authorized by all necessary corporate action.

assistant: Authorizations
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: documents, and ultimately, “bullying her” into submission. In support of these contentions, Chavez relies on her own affidavit wherein she testified Mr. Ro-senthal pressured her and her family to settle the case in the summer of 2010 by yelling at her and sending a man to her house with settlement papers. Duress is an affirmative defense to the enforcement of a contract. Tex. R. Civ. P. 94. However, it is a well-established principle that to invalidate an agreement based on duress, the duress must come from the opposing party to the agreement. Lee v. Lee, 44 S.W.3d 151, 154 (Tex.App.—Houston [1st Dist.] 2001, pet. denied) (citing Kosowska v. Khan, 929 S.W.2d 505, 508 (Tex.App.—San Antonio 1996, writ denied)). It may not come from the claimant’s own attorney. Lee, 44 S.W.3d at 154 (<HOLDING>); Kosowska, 929 S.W.2d at 508 (holding that Options: A. holding that appellants claim that her former attorney coerced her into signing stipulation awarding exhusband certain property failed because coercion did not come from opposing counsel B. holding the petitioner abandoned her cat claim when she failed to raise it in her initial appellate brief C. holding that the former wife did not waive her attorneyclient privilege simply because the credibility of her claim that she relied on her husbands representations could be impeached by deposing her former attorney D. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment E. holding that working conditions were not intolerable to the point of coercion where supervisors yelled at employee told her she was a poor manager gave her poor performance evaluations chastised her in front of customers and once required her to work with an injured back

assistant: The best answer is A. holding that appellants claim that her former attorney coerced her into signing stipulation awarding exhusband certain property failed because coercion did not come from opposing counsel
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: Throughout the term of this Agreement and following termination hereof for any reason, Employee agrees to hold inviolate and keep secret all non-public knowledge or information processes, know-how, and other confidential information made known to it or otherwise acquired during the term of this Agreement and will not disclose the same or anything related thereto to any other person, firm, bank, corporation, or other entity, or make use of such information for any purpose, except as may be required in the course and scope of performing obligations under this Agreement or as part of any mandated reporting required by law.

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: 1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: when you submit any ideas , suggestions , documents and/or proposals relating to the service ( or other products or services ) to evernote through the `` contact us , '' user forum or support interfaces or through any other channel or mechanism ( collectively , `` contributions '' ) , you acknowledge and agree that : ( i ) your contributions do not contain confidential or proprietary information ; ( ii ) evernote is not under any obligation of confidentiality , express or implied , with respect to the contributions ; ( iii ) evernote shall be entitled to use or disclose ( or choose not to use or disclose ) such contributions for any purpose , in any way ; ( iv ) evernote may have something similar to the contributions already under consideration or in development ; ( v ) your contributions automatically become the property of evernote without any obligation of evernote to you ; and ( vi ) you are not entitled to any accounting , compensation or reimbursement of any kind from evernote under any circumstances .

assistant: None