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 Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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 legal provision and list the applicable contract clause categories. Provision: The Indemnified Parties may enforce the obligations of Indemnitor without first resorting to or exhausting any security or collateral or without first having recourse to the Note, the Loan Agreement, the Mortgage or any other Loan Documents or any of the Property, through foreclosure proceedings or otherwise, provided, however, that nothing herein shall inhibit or prevent Indemnitee from suing on the Note, foreclosing or exercising any power of sale under the Mortgage or exercising any other rights and remedies thereunder. This Agreement is not collateral or security for the Obligations of Borrower pursuant to the Loan Agreement, unless Indemnitee expressly elects in writing to make this Agreement additional collateral or security for such Obligations of Borrower pursuant to the Loan Agreement, which Indemnitee is entitled to do in its sole and absolute discretion. It is not necessary for an Event of Default to have occurred pursuant to and as defined in the Mortgage or the Loan Agreement for Indemnified Parties to exercise their rights pursuant to this Agreement. Notwithstanding any provision of the Loan Agreement to the contrary, the obligations of Indemnitor pursuant to this Agreement are exceptions to any non-recourse or exculpation provision of the Loan Agreement; and Indemnitor expressly acknowledges and agrees that it is fully and personally liable for such obligations, and such liability is not limited to the original or amortized principal balance of the Loan or the value of the Property.

assistant: Enforcements
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 is hereby employed on the Effective Date as the Executive Chairman of the Board. In her capacity as Executive Chairman of the Board, Executive shall have the duties, responsibilities and authority commensurate with such position. During her employment with the Company, and excluding any periods of vacation or sick leave to which Executive is entitled, Executive agrees to (i) devote all of her business effort, time, energy, and skill to fulfill her employment duties; and (ii) faithfully, loyally and diligently perform such duties. During her employment with the Company, Executive shall not be engaged in or provide services to any other business or enterprise (whether engaged in for profit or not) which interferes with her obligations to the Company. In her capacity as the Executive Chairman of the Board, Executive will report directly to the Board. Notwithstanding anything in this Agreement to the contrary, Executive’s management role with respect to MGS Foundation or Port Kinsale Marina LLC and/or ownership thereof shall not be a violation of this Section 2.

assistant: Employment
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 of the direct and indirect subsidiaries of the Company (the “ Subsidiaries ”) are set forth in the Incorporated Documents. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions (collectively, “Liens”), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

assistant: Subsidiaries
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: follow” from a conviction in that deportation “can be instituted only upon the order of the Attorney General” (citations and internal quotation marks omitted)). Pursuant to HRS § 846E-3(a), the attorney general and county police departments, both agencies not controlled by the judiciary, are required to administer the registration of convicted persons and the release of information to other law enforcement and government agencies and to the public. In this regard, sex offender registration requirements are “collateral” consequences of Defendant’s conviction, and, thus, the court had no duty to warn Defendant, prior to pleading guilty, about the collateral consequences of conviction flowing from sex offender registration requirements. Cf. Nguyen, 81 Hawai'i at 287, 916 P.2d at 697 (<HOLDING>); State v. Bollig, 232 Wis.2d 561, 605 N.W.2d Options: A. holding that deportation is collateral consequence and deportations admonishments are not constitutionally required B. holding that the sanction of deportation is a collateral not direct consequence of a guilty plea C. holding that an enhancement in a future sentence based on the present conviction is a collateral consequence and need not be advised of by the district court in its plea colloquy D. holding that a sentencing court may warn a defendant of the possibility of a sentence enhancement E. holding that the court had no duty to warn defendants about the possibility of deportation as a collateral consequence of conviction

assistant: The best answer is E. holding that the court had no duty to warn defendants about the possibility of deportation as a collateral consequence of conviction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Closing Date, Parent has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 7.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the applicable member of the Consolidated Group in the amounts specified on Part (a) of Schedule 7.13 free and clear of all Liens. As of the Closing Date, Parent has no direct or indirect equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 7.13 .

assistant: Subsidiaries
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: Scientists at Enanta and Abbott shall cooperate in the performance of the Research Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as is reasonably necessary for the other Party to perform its obligations under the Research Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to repudiate burdensome contracts. 3 . In support of their argument regarding impairment of existing rights, the Crafts also assert that FIRREA treats all contracts alike whether lease agreements or otherwise in establishing damages allowed for repudiation. This assertion is plainly incorrect. FIRREA clearly distinguishes damages available for repudiated lease contracts from those available in the non-lease context. Compare 12 U.S.C. § 1821(e)(3) (non-lease provisions) with §§ 1821(e)(4) & (5) (lease provisions); see also McMillian v. FDIC, 81 F.3d 1041, 1048 (11th Cir.1996). 4 . Prior to submission of this case, the FDIC abandoned its § 1823(e) argument based on this Circuit’s decision in Resolution Trust Corp. v. Midwest Federal Savings Bank of Minot, 4 F.3d 1490, 1500 (9th Cir.1993) (<HOLDING>). Thus, we decline to address whether § 1823(e) Options: A. holding that the state may charge a defendant with only one count of disseminating obscenity for each separate transaction even though several obscene magazines were disseminated during each transaction B. holding that a previous decision assuming a malpractice action was a commercial transaction for the purpose of awarding attorney fees was not binding because the court in that case was not asked to decide whether a malpractice action involving a commercial transaction falls within the parameters of the statute C. holding that interpretation of contemporaneity requirement must be informed by the realities of each commercial transaction D. recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step E. holding lease of property was a commercial transaction where the property was for commercial ranching but a residence was maintained on the property

assistant: The best answer is C. holding that interpretation of contemporaneity requirement must be informed by the realities of each commercial transaction
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: creators , editors and all other users of the service , including transmitters and viewers of broadcast content through the apps , will be referred to herein collectively as `` users . ''

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: and, therefore, the Court should not lift the stay as a matter of equity. However, the post-petition recordation of the assignment is not a violation of the automatic stay. In re Cook held that the bank “was not required to record its interest in the promissory note and the mortgage because, according to the bankruptcy court, the recording of the original mortgage ... was ‘constructive notice that a mortgage lien existed against the Cooks’ real property.’ ” In re Cook, 457 F.3d 561, 567 (6th Cir.2006). The Cook court relied on the reasoning of the Eleventh Circuit that held, “the owner of a mortgage interest may transfer its interest after the mortgagor files for bankruptcy.” Id. (citing Kapila v. Atlantic Mortgage & Investment Corp. (In re Halabi), 184 F.3d 1335, 1337 (11th Cir.1999)) (<HOLDING>). Further, Cook held that the bank did not Options: A. holding that the mortgagee named in the mortgage at the time of the mortgages execution acquired the legal title to the property B. holding that a mortgage transfer does not take effect until the mortgagee gives value in exchange for the mortgage C. holding that a mortgagor in possession is not a fiduciary of the mortgagee within the meaning of the bankruptcy act even though the mortgagor has obligated himself to keep the security intact D. holding the assignment of the mortgage once the original grant by the mortgagor to the mortgagee has been perfected does not involve a transfer of the property of the debtor E. holding that the transfer of all rights interests and control in property assigned was an effective assignment occurring at the time the assignment was perfected not later when proceeds paid

assistant: The best answer is D. holding the assignment of the mortgage once the original grant by the mortgagor to the mortgagee has been perfected does not involve a transfer of the property of the debtor
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: provider.” 47 U.S.C. § 230(c)(1). The statute further provides, “No cause of action may be brought and no liability may be imposed under any State or local law that is inconsistent with this section.” § 230(e)(3). An “interactive computer service” is defined as “any information service, system, or access software provider that provides or enables computer access by multiple users to a computer server, including specifically a service or system that provides access to the Internet and such systems operated or services offered by libraries or educational institutions.” § 230(f)(2). Defendants, like Purdy, who run web sites on which internet users can post comments, are providers of interactive computer services. See, e.g., Donato v. Moldow, 374 N.J.Super. 475, 865 A.2d 711, 713 (2005) (<HOLDING>); Schneider v. Amazon.com, Inc., 108 Wash.App. Options: A. recognizing that a judge is not absolutely immune from criminal liability B. holding that a city could not be held vicariously liable for the act of a magistrate who was immune from liability C. holding that a railroad operated and owned by the federal government was immune from antitrust liability D. holding that under the communications decency act operator of an electronic community bulletin board website was immune from liability for allegedly actionable messages posted anonymously by others E. holding that the government is immune from liability for its choice of traffic protection devices

assistant: The best answer is D. holding that under the communications decency act operator of an electronic community bulletin board website was immune from liability for allegedly actionable messages posted anonymously by others
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 judgment in the case. This extension of jurisdiction is necessary to ensure the court’s ability to enforce a judgment rendered against the judgment debtor. As the Court remarked in Peacock, ancillary enforcement jurisdiction is “at its core, a creature of necessity.” 516 U.S. at 359, 116 S.Ct. 862. Thus these proceedings can reach third parties so long as it is necessary to reach assets of the judgment debtor under the control of the third party in order to satisfy the original judgment and thereby guarantee its eventual executability. In many ways this case gives the appearance of fitting within this traditional paradigm of enforcement jurisdiction. After all, the claim is in part that the assets of CDC were in effect transferred from the judgment , 454 F.2d 871 (1st Cir.1972) (<HOLDING>). While it is true that one might envision Options: A. holding that a parent company was not liable for aiding and abetting a breach of fiduciary duty by its subsidiary because the parent company was not a stranger to the business relationship between its subsidiary and the plaintiff giving rise to and underpinning the contract B. holding that whollyowned subsidiary and partnership in which that subsidiary is the general partner may invoke the two dismissals of the subsidiarys parent and claim rule 41a1 res judicata C. holding parent company bound in subsequent action by res judicata effect of judgment against subsidiary D. holding that res judicata did not preclude the subsequent filing of an action which was a permissive claim in a prior action E. holding parent corporation which controlled litigation on behalf of subsidiary bound by judgment

assistant: The best answer is C. holding parent company bound in subsequent action by res judicata effect of judgment against subsidiary
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: human characteristics would no doubt be endless and the case law addressing them would be voluminous. We conclude that the APD’s findings merely reflect a disagreement with the ALJ’s assessment of the evidence, not a finding on a factual matter infused with policy considerations. Such a disagreement cannot form the basis to reverse an ALJ’s factual determinations. See Heifetz, 475 So.2d at 1281. Furthermore, the APD’s order did not focus on anything that Bridlewood (through Tomlinson) did leading up to the sexual battery. Rather, the APD focused on Tomlinson’s post-incident conduct. But that conduct was not the basis for the administrative complaint, and the APD cannot impose discipline for violations not charged. See Cottrill v. Dep’t of Ins., 685 So.2d 1371, 1372 (Fla. 1st DCA 1996) (<HOLDING>). The APD’s final order was predicated on its Options: A. holding that specific statutory provisions take priority over general statutory provisions B. holding that complaint alleging that creditors failed to comply with the notice provisions contained in the security deed stated a claim for breach of contract C. holding that where administrative complaint contained references to statutory provisions but failed to allege any act or omission in violation of those provisions the complaint did not afford proper notice to the licensee and that therefore disciplinary action could not be predicated on those statutes D. holding that even though a bond contained provisions not required by statute it must be considered statutory and not common law because the bond did not expand the payment provisions beyond those stated in statute E. recognizing that one of those conditions for a district judge to grant leave to amend the complaint may properly be that claims contained in the original complaint but not included in the amended complaint be considered dismissed with prejudice

assistant: The best answer is C. holding that where administrative complaint contained references to statutory provisions but failed to allege any act or omission in violation of those provisions the complaint did not afford proper notice to the licensee and that therefore disciplinary action could not be predicated on those statutes
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 the best of the Company’s knowledge, except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, neither the Company nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

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: to file stipulation until after removal). “Such manipulation is surely characterized as bad faith.” See De Aguilar, 47 F.3d at 1410. Accordingly, IT IS ORDERED that the “Report and Recommendation of the Magistrate Judge” (EOF No. 31) is APPROVED AND ADOPTED. IT IS FURTHER ORDERED that Plaintiffs Amalia and Carlos Gates’ “Opposed Motion to Remand and Brief in Support” (ECF No. 14) is DENIED. 1 . $50,000 was the previous jurisdictional amount in controversy required to establish diversity jurisdiction pursuant to 28 U.S.C. § 1332(a), Section 1332 was later amended to require that the amount in controversy exceed $75,000. 2 . Plaintiffs also rely on the following cases, which are distinguishable from the instant case: Ware v. Wells Fargo Bank, N.A., 116 F.Supp.3d 737, 741 (N.D. Tex. 2015) (<HOLDING>) (emphasis added); Washington-Thomas v. Dial Options: A. holding that the filing of an amended petition in the same cause in which a final judgment had already been entered was like an original petition sufficient to invoke the trial courts jurisdiction B. holding that a petitioner may amend a habeas petition rather than filing a second or successive petition when the first petition has not yet reached a final decision C. holding that a plaintiff can defeat removal by filing a binding affidavit with her complaint stating that she will not seek or accept more than the jurisdictional amount D. holding that when a plaintiff misnames a defendant limitations is tolled and a subsequent amendment of the petition relates back to the date of the original petition E. holding that the statements in the plaintiffs original petition along with the sworn declaration attached to her original petition stating that she would not accept a judgment or recovery greater than 74000 were sufficient to bind the plaintiff to a recovery of no more than 74000

assistant: The best answer is E. holding that the statements in the plaintiffs original petition along with the sworn declaration attached to her original petition stating that she would not accept a judgment or recovery greater than 74000 were sufficient to bind the plaintiff to a recovery of no more than 74000
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 Subsidiary Guarantors and each of the Subsidiaries of Borrower and REIT (i) is a corporation, limited partnership, general partnership, limited liability company or trust, as applicable, duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated and (iii) is in good standing and is duly authorized to do business in each jurisdiction where an Unencumbered Property included in the calculation of Unencumbered Asset Value owned or leased by it is located (to the extent required by applicable law) and in each other jurisdiction where a failure to be so qualified could have a Material Adverse Effect.

assistant: Subsidiaries
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: (1967). Williams, however, contends that Ohio’s doctrine of res judicata does not constitute an adequate and independent state ground. First, he argues that Ohio courts do not consistently apply this procedural rule in capital cases. Second, he argues that Ohio’s post-conviction system does not meet the requirements of due process in that it does not provide adequate discovery. Williams’s arguments are without merit. First, “this court has rejected claims that Ohio has failed to apply [the doctrine of res judicata ] consistently.” Greer v. Mitchell, 264 F.3d 663, 673 (6th Cir.2001); see also Monzo v. Edwards, 281 F.3d 568, 577 (6th Cir.2002) (deeming Ohio’s doctrine of res judicata an adequate and independent state procedural ground); Jacobs v. Mohr, 265 F.3d 407, 417 (6th Cir.2001) (<HOLDING>); Mopes v. Coyle, 171 F.3d 408, 421 (6th Options: A. holding that the doctrine of res judicata applies to deportation proceedings B. holding that res judicata did not apply where a trial courts order was not a final judgment C. holding that ohios doctrine of res judicata as a procedural bar is regularly applied by the ohio courts D. holding that the doctrine of res judicata barred successive lawsuits by siblings asserting the same claims because the doctrine of res judicata bars both parties and their privies from relitigating an issue already decided E. holding that the doctrine of res judicata is applicable to defenses that could have been raised in a prior action

assistant: The best answer is C. holding that ohios doctrine of res judicata as a procedural bar is regularly applied by the ohio courts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision or term of this Sections 9(a), 9(b), 9(c) or 9(d), or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections 9(a) or 9(b)) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to be effective for the maximum period of time, the maximum geographical area, and otherwise to the maximum extent as to which it may be enforceable under applicable law. Such modified restriction(s) shall be enforced by a court having jurisdiction. In the event that such modification is not possible, because each of Executive’s obligations in Sections 9(a), 9(b), 9(c) and 9(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforceable.

assistant: Modifications
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: depends on a question of federal law only when every legal theory supporting the claim requires the resolution of a federal issue.” Dixon, 369 F.3d at 816 (emphasis in original). Because the plaintiffs advance a theory in support of their claims for equitable relief that does not require the resolution of a federal issue, the “necessarily raised” requirement formulated and explained by the Supreme Court in Grable and Gunn has not been satisfied. See id. (emphasizing that “if the plaintiff can support his claim with even one theory that does not call for an interpretation of federal law, his claim does not ‘arise under’ federal law for purposes of § 1331); see also Springsted v. Valenti Motors, Inc., No. 3:16CV214, 2016 U.S. Dist. LEXIS 66959, 2016 WL 2977235 (D. Conn. May 20, 2016) (<HOLDING>); Lougy v. Volkswagen Grp, of Am., Inc., No. Options: A. holding that the plaintiffs state law claims are preempted by federal law B. holding that rookerfeldman did not bar the plaintiffs federal action where a pennsylvania state court had previously dismissed the plaintiffs petition for review of an agencys decision for failure to comply with the pennsylvania rules of appellate procedure since the extent of the plaintiffs compliance with those rules had no bearing on the merits of the plaintiffs constitutional claims C. holding that the plaintiffs state statutory claim against volkswagen did not give rise to federal question jurisdiction under grable since the claim was based on alternative theories some of which had no necessary federal element D. holding that the plaintiffs claims against volkswagen and others did not necessarily raise a federal question since they were also based on the assertion that the plaintiffs vehicle did not comply with state law E. holding that exercise of jurisdiction over plaintiffs state law claims was proper on the basis of supplemental jurisdiction even though the plaintiffs had erroneously claimed diversity jurisdiction because a legitimate federal question was also presented and the state law claims formed part of the same case or controversy as the federal claim

assistant: The best answer is D. holding that the plaintiffs claims against volkswagen and others did not necessarily raise a federal question since they were also based on the assertion that the plaintiffs vehicle did not comply with state law
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 Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts located in New York. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY . The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement 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 other 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 case excerpt and choose the best holding from the options. Case excerpt: labels torn off by mailroom staff. The mailroom staff took this action in reliance upon CDOC policy, which provides that mail may be censored if it contains “decorative stamps or stickers on the envelopes or contents.” R., Vol. I at 190-91. Whitington alleged this prevented him from writing back to the friend who had sent him the mail, thus purportedly violating his “right to due process and his first amendment right to write his friend.” Id. at 95 ¶ 124. “Correspondence between a prisoner and an outsider implicates the guarantee of freedom of speech under the First Amendment and a qualified liberty interest under the Fourteenth Amendment.” Treff v. Galetka, 74 F.3d 191, 194 (10th Cir. 1996). See also Procunier v. Martinez, 416 U.S. 396, 409-19, 94 S.Ct. 1800, 40 L.Ed.2d 224 (1974) (<HOLDING>), overruled on other grounds by Thornburgh v. Options: A. holding the sixth amendment applicable to the states through the fourteenth amendment B. recognizing first amendment and fourteenth amendment interests in inmate correspondence C. holding that the fourteenth amendment incorporated the sixth amendment right to counsel D. holding that fourteenth amendment only applies to state action E. recognizing first amendment retaliation right

assistant: The best answer is B. recognizing first amendment and fourteenth amendment interests in inmate correspondence
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: Tenant shall indemnify, defend and hold Landlord and its members, officers, directors, employees and contractors (collectively, " Landlord Parties ") harmless from any and all claims arising from Tenant's breach of this Lease and/or Tenant's use of the Premises or the Project or from the conduct of its business or from any activity, work or thing which may be permitted or suffered by Tenant in the Premises and shall further indemnify, defend and hold Landlord and the Landlord Parties harmless from and against any and all loss, cost, expense, damages or claims arising from the negligence or willful misconduct of Tenant or any of its agents, contractors or employees and from any and all costs, attorneys' fees and costs, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought thereon, including negotiations in connection therewith. However, notwithstanding the foregoing, Tenant shall not be required to indemnify and/or hold Landlord or the Landlord Parties harmless from any loss, cost, liability, damage or expense, including, but not limited to, penalties, fines, attorneys' fees or costs (collectively, " Claims "), to any person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees. Landlord hereby indemnifies Tenant and holds Tenant harmless from any Claims to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees and/or for Landlord's breach of the Lease, and not covered by insurance required to be carried under this Lease by Tenant or actually carried by Tenant. Further, Tenant's agreement to indemnify Landlord and Landlord's agreement to indemnify Tenant pursuant to this Section 13(a) is not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Landlord or Tenant pursuant to this Lease, to the extent such policies cover the matters subject to such indemnification obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions set forth herein, any Borrower may request that any Issuing Bank issue Letters of Credit, denominated in Dollars or any Alternative Currency, for such Borrower’s account, in a form reasonably acceptable to the Administrative Agent and such Issuing Bank, at any time and from time to time during (i) in the event such Issuing Bank is also a Non-Extending Lender, the Availability Period applicable to Non-Extending Lenders and (ii) in the event such Issuing Bank is also an Extending Lender, the Availability Period applicable to Extending Lenders. Notwithstanding the foregoing, the letters of credit identified on Schedule 3.01 (the “ Existing Letters of Credit ”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by any Borrower to, or entered into by any Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Nothing contained in this Article III is intended to limit or restrict the rights of any Borrower or any Restricted Subsidiary to obtain letters of credit otherwise permitted by this Agreement from any Person, regardless of whether such Person is a party hereto.

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: The Buyer’s consolidated financial statements for the fiscal year ending August 31, 2018, as filed with the SEC as Form 10-K: (i) have been prepared in accordance with generally accepted accounting principles on a basis consistent with prior fiscal periods; (ii) are complete and accurate; and (iii) present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Buyer at the applicable balance sheet date, and the results of operations of the Buyer. Except to the extent reflected or reserved against in the balance sheet (including the notes thereto) forming part of the Buyer’s August 31, 2018 financial statements or incurred subsequent to the date thereof and disclosed in Buyer’s Disclosure Schedule, and except in respect of normal trade payables arising in the ordinary course of the Business, the Buyers do not have any outstanding indebtedness or any liabilities (whether accrued, absolute, contingent or otherwise) nor any outstanding commitments or obligations of any kind.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: predominant factor. See, e.g., Moses H. Cone, 460 U.S. at 16, 21, 103 S.Ct. 927. The policies underlying Colorado River abstention are “considerations of ‘[w]ise judicial administration,’ giving regard to conservation of judicial resources and comprehensive disposition of litigation.” 424 U.S. at 817, 96 S.Ct. 1236 (quoting Kerotest Mfg. Co. v. C-O-Two Fire Equip. Co., 342 U.S. 180, 183, 72 S.Ct. 219, 96 L.Ed. 200 (1952)). We respect these considerations by favoring the most complete action. See, e.g., USF & G, 21 F.3d at 263 (abstaining in favor of state action which, unlike stayed federal action, included “all parties in a declaratory judgment action involving multiple insurers and overlapping coverage.”); Employers Ins. of Wausau v. Mo. Elec. Works, 23 F.3d 1372, 1375 (8th Cir.1994) (<HOLDING>). Here, the likelihood of piecemeal litigation Options: A. holding in dispute involving two insurers the federal action against only one insurer should be stayed in favor of state action involving both B. holding that only if provisions in an insurance contract are open to more than one interpretation should it be construed strictly against the insurer and liberally in favor of the insured C. holding that a federal action was properly stayed pending the outcome of parallel state proceedings where the action involved a matter of state policythe scope of eminent domain powers of municipalities under state law D. holding that pursuit of a parallel state court lawsuit involving claims and parties common to the federal action does not justify the district courts intervention in state court proceedings E. holding that the due process requirements of jurisdiction in michigan had been met for a dispute involving property in tennessee

assistant: The best answer is A. holding in dispute involving two insurers the federal action against only one insurer should be stayed in favor of state action involving both
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: 1291 v. Phila. Marine Trade Ass’n, 389 U.S. 64, 74, 88 S.Ct. 201, 19 L.Ed.2d 236 (1967), and to minimize needless contempt proceedings, Additive Controls, 986 F.2d at 480, 25 USPQ2d at 1801. We have held that an injunctive order runs afoul of Rule 65 when it “does not use specific terms or describe in reasonable detail the acts sought to be restrained” and it “does not limit its prohibition to the manufacture, use, or sale of the specific infringing devices, or to [those] no more than colorably different from the infringing devices.” Id. at 479, 25 USPQ2d at 1801. We have even upheld an injunctive order employing nonspecific language on the ground that the detailed record of the case ameliorated any risk of unwarranted contempt actions. Signtech USA, 174 F.3d at 1359, 50 USPQ2d at 1377 (<HOLDING>). The language of the present order is Options: A. holding that the court may issue an injunction prohibiting a defendant from repeating statements determined at trial to be defamatory B. holding that an injunction is an extraordinary remedy C. holding that injunction violated rule 65d in spite of incorporating the parties own contract language D. holding that the injunction did not constitute a claim E. holding that an injunction prohibiting any further infringement of the patent complies with rule 65d

assistant: The best answer is E. holding that an injunction prohibiting any further infringement of the patent complies with rule 65d
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: ORDER Ramnath Bateswar, a citizen of Suriname, seeks review of a May 27, 2009, order of the BIA affirming the July 17, 2007, decision of Immigration Judge (“IJ”) Paul A. DeFonzo, which denied Bateswar’s application for asylum and withholding of removal. In re R very of weapons on a plane in Libya. See Yueqing Zhang v. Gonzales, 426 F.3d 540, 545 (2d Cir.2005)(<HOLDING>). The agency also reasonably determined that, Options: A. holding that to establish asylum eligibility based on future persecution an applicant must show that he or she subjectively fears persecution and that this fear is objectively reasonable B. holding petitioner could establish wellfounded fear of persecution on account solely of involvement in activities in opposition to iranian government since arrival in us C. holding that asylum may be denied to an applicant who has otherwise demonstrated a wellfounded fear of future persecution if the evidence shows that internal relocation is a reasonable option in all the circumstances D. holding that an asylum applicant must establish a fear of reprisal on account of having demonstrated opposition to the government policy E. holding that an asylum applicant must make a showing of a particularized threat of persecution

assistant: The best answer is D. holding that an asylum applicant must establish a fear of reprisal on account of having demonstrated opposition to the government 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: pregnant woman consists of a person other than the woman injuring a pregnant woman in the commission of a felony causing her to suffer a miscarriage or stillbirth as a result of that injury” (§ 30-3-7(A)), defining “miscarriage” as “the interruption of the normal development of the fetus, other than by a live birth” (§ 30-3-7(B)(1)), and defining “stillbirth” as “the death of a fetus prior to the complete expulsion or extraction from its mother” (§ 30-3-7(B)(2))); see also NMSA 1978, § 66-8-101.1 (1985) (injury to pregnant woman by vehicle). These provisions 'indicate that when the Legislature intends to include fetuses within the protection of a criminal statute, it does so specifically. {9} This Court may not expand the meaning of “human being” to include an unborn vi 0, 713 (1992) (<HOLDING>); Reinesto v. Superior Court of Ariz., 182 Options: A. holding that mother could not be prosecuted under child abuse statute for prenatal use of heroin B. holding a woman may be prosecuted for child neglect and endangering a child for prenatal substance abuse C. holding a mother not criminally liable for child endangerment for ingesting heroin while pregnant D. holding that mother may not be prosecuted criminally for child endangerment for prenatal substance abuse E. holding a mother may not be held criminally liable under a reckless endangerment statute for the effect that prenatal ingestion of a controlled substance may have on her child pre or postbirth

assistant: The best answer is D. holding that mother may not be prosecuted criminally for child endangerment for prenatal substance abuse