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 Company owns, or has obtained valid and enforceable licenses for, or other rights to use, the Intellectual Property necessary for the conduct of the business of the Company as conducted as of the date of this agreement and as described in the SEC Filings as being owned or licensed by them, except where the failure to own, license or have such rights could not reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate. Except as set forth in Schedule 3.15 (a) to the Company’s Knowledge, there are no third parties who have or will be able to establish rights to any Intellectual Property, except for the ownership rights of the owners of the Intellectual Property which is licensed to the Company as described in the SEC Filings or where such rights could not reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate, (b) there is no pending or, to the Company’s Knowledge, threat of any, action, suit, proceeding or claim by others challenging the Company’s rights in or to, or the validity, enforceability, or scope of, any Intellectual Property owned by or licensed to the Company or claiming that the use of any Intellectual Property by the Company in its businesses as conducted as of the date of this agreement infringes, violates or otherwise conflicts with the intellectual property rights of any third party, and (c) to the Company’s Knowledge, the use by the Company of any Intellectual Property by the Company in its businesses as conducted as of the date of this agreement does not infringe, violate or otherwise conflict with the intellectual property rights of any third party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No default by the Company exists in the due performance under any material agreement to which the Company is a party or to which any of its assets is subject (collectively, the “ Company Agreements ”), except where such defaults do not, individually or in the aggregate, have a Material Adverse Effect. The Company Agreements are in full force and effect in accordance with their respective terms.

assistant: No Defaults
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 place of performance for this Grant is and shall be Harris County, Texas; and venue for any action to enforce any term of this Grant by injunctive relief or other provisional remedy (as provided for by Section 16, above) shall lie in Harris County, Texas, or for the purposes of the Grantee’s obligations under Section 4(d), NIL or the Subsidiary may elect to seek such relief in the jurisdiction in which the Grantee resides or works at the time suit is filed.

assistant: Venues
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: citizens. Id. at 149, 45 S.Ct. 280. The Carroll Court’s conclusion was premised, at least in part, on the following reasoning: [T]he guaranty of freedom from unreasonable searches and seizures by the Fourth Amendment has been construed, practically since the beginning of the Government, as recognizing a necessary difference between a search of a store, dwelling house or other structure in respect of which a proper official warrant readily may be obtained, and a search of a ship, motor boat, wagon or automobile, for contraband goods, where it is not practicable to secure a warrant because the vehicle can be quickly moved out of the locality or jurisdiction in which the warrant must be sought. Id. at 153, 45 S.Ct. 280 (emphasis added). But cf. Dyson, 527 U.S. at 466-67, 119 S.Ct. 2013 (<HOLDING>). The Court was careful to distinguish the Options: A. holding that the concept of separate but equal has no place in public education B. holding unanimity requirement not violated when charge stated two separate counts with two separate and distinct offenses in each case C. holding that the carroll doctrine has no separate exigency requirement D. recognizing doctrine E. holding that lack of a separate judgment does not preclude the taking of an appeal from a district courts final decision because the parties may waive the separate judgment requirement where one has accidentally not been entered

assistant: The best answer is C. holding that the carroll doctrine has no separate exigency requirement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 'genuine' means that the evidence about the fact is such that a reasonable jury could resolve the point in favor of the nonmoving party [and] 'material' means that the fact is one that might affect the outcome of the suit under the governing law"). 13 . Leonard v. General Motors Corp. (In re Headquarters Dodge), 13 F.3d 674, 679 (3d Cir.1993) ("A fact is material if it might affect the outcome of the case, and an issue is genuine if the evidence is such that a reasonable factfinder [sic] could return a verdict in favor of the nonmovant.”). See also Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986) ("Where the record taken as a whole co pital), 213 B.R. 509, 516 (Bankr.N.D.Ohio 1997), aff'd, 181 F.3d 103, 1999 WL 313768 (6th Cir.1999) (<HOLDING>). 49 . Notably, before the March and April 2007 Options: A. holding that a difference between approximately 54 days prepreference average days to payment and approximately 67 days preference average days to payment did not make the payments out of the ordinary course of business B. holding that payments made 25 days after the average were within the ordinary course of dealings but payments made 50 days after the average were not C. holding that a difference between 384 days prepreference average number of days to payment and 547 days preference average number of days to payment did not make the payments out of the ordinary course of business D. holding that a five day discrepancy between average days outstanding during the prepreference period versus during the preference period did not make the payments out of the ordinary course of business E. holding that the average number of days to payment nearly doubled between the historical period and the preference period which based on the facts of that particular case made the payments outside the ordinary course of dealings between the plaintiff and defendant

assistant: The best answer is B. holding that payments made 25 days after the average were within the ordinary course of dealings but payments made 50 days after the average were not
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or in any other capacity, including any fiduciary capacity, in which the Executive serves at the request of the Company to the maximum extent permitted by applicable law and the Company’s Certificate of Incorporation and By-Laws (as each may be amended from time to time, and as then in effect, the “Governing Documents”), provided that in no event shall the protection afforded to the Executive hereunder be less than that afforded under the Governing Documents as in effect immediately prior to the Change of Control Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of the Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Buyer, any affiliate of Buyer and each of their respective partners, members, officers, directors, employees and investors and any of the foregoing Persons' accounting and legal representatives retained in connection with the transactions contemplated by this Agreement (collectively, the " Indemnitees ") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the " Indemnified Liabilities "), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated thereby, or (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any certificate, instrument or document contemplated thereby. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1 (1978)). In reviewing a sufficiency challenge, “[t]he verdict of a jury must be sustained if there is substantial evidence, taking the view most favorable to the Government, to support it.” Glasser v. United States, 315 U.S. 60, 80, 62 S.Ct. 457, 86 L.Ed. 680 (1942). “[S]ubstantial evidence is evidence that a reasonable finder of fact could accept as adequate and sufficient to support a conclusion of a defendant’s guilt beyond a reasonable doubt.” United States v. Burgos, 94 F.3d 849, 862 (4th Cir.1996) (en banc). In evaluating the sufficiency of the evidence, this court does not “weigh the evidence or review the credibility of the witnesses.” United States v. Wilson, 118 F.3d 228, 234 (4th Cir.1997). When the evidence supports differing reasonable interpretations, the Cir.1999) (<HOLDING>); United States v. Kimble, 178 F.3d 1163, 1168 Options: A. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank B. holding that the presence requirement of the carjacking statute was satisfied when keys were taken from a restaurant employee whose car was parked outside the restaurant C. holding that the prisoner should have been allowed to choose whether to leave his car parked in a public parking lot D. holding that the presence requirement of the carjacking statute was satisfied when keys were taken from a bank employee whose car was parked in a parking lot outside the bank E. holding judge in bank robbery prosecution did not abuse discretion in refusing to excuse juror whose wife was bank employee or juror whose daughter had been victim of bank robbery

assistant: The best answer is D. holding that the presence requirement of the carjacking statute was satisfied when keys were taken from a bank employee whose car was parked in a parking lot outside the bank
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: Consultant may not assign or subcontract this Consulting Agreement without the prior written consent of the Company. Any assignment or subcontract by Consultant in violation of this provision shall be null and void. The Company may assign this Consulting Agreement to one or more of its affiliates or to any successor to the business and/or assets of the Company. Subject to the foregoing, this Consulting Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Each of the Company’s affiliates, successors and assigns shall have full rights to enforce the restrictive covenants set forth in this Consulting Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant to satisfy all withholding and payment obligations payable upon vesting which the Company determines must be withheld with respect to such Shares. In this regard, the Participant authorizes the Corporation to withhold any applicable taxes payable by Participant from his or her wages or other income or assets payable to the Participant as required to satisfy all withholding requirements by the Corporation.

assistant: Withholdings
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: Indemnitee shall give the Company notice in writing in accordance with Section 14 of this Agreement as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The Lease, as amended by this First Amendment, sets forth all covenants, agreements and understandings among the parties with respect to the subject matter hereof and there are no other covenants, conditions or understandings, either written or oral, between the parties hereto except as set forth in the Lease and this First Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: In Taylor, the Supreme Court was interpreting the “three-strikes” provision of the Armed Career Criminal Act (“ACCA”), 18 U.S.C. § 924(e), which includes “burglary” in its enumerated list of violent felonies. 18 U.S.C. § 924(e)(2)(B)(ii). Here, we must interpret the Sentencing Guidelines, where the enumerated felony is the more specific “burglary of a dwelling,” not “burglary.” Although we have consistently applied Taylor*s methodology to the Sen- tenting Guidelines, see, e.g., United States v. Perez-Vargas, 414 F.3d 1282, 1284 (10th Cir.2005), Taylor does not claim to provide a generic definition of “burglary of a dwelling.” Our analysis must be attuned to the particular statute or guideline in question. Cf. Nijhawan v. Holder, — U.S. -, 129 S.Ct. 2294, 2300, 174 L.Ed.2d 22 (2009) (<HOLDING>). Our case law does not establish the meaning Options: A. holding that a conviction under 22039 qualifies as an aggravated felony under the categorical approach B. holding that the categorical approach applies to the identical definition of crime of violence in 18 usc 16 C. holding that taylors categorical approach does not apply to an immigration statutes provision establishing that an alien may be deported if convicted of an aggravated felony including an offense defined as one involving fraud or deceit despite the similarities to 18 usc 924e D. holding for the purposes of 18 usc 924e that being a felon in possession of a firearm is not a violent felony as defined in 18 usc 924e2b E. holding that we need not remand to the bia so that it may apply the categorical approach

assistant: The best answer is C. holding that taylors categorical approach does not apply to an immigration statutes provision establishing that an alien may be deported if convicted of an aggravated felony including an offense defined as one involving fraud or deceit despite the similarities to 18 usc 924e
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 is a California contract and shall be construed under and be governed in all respects by the laws of California for contracts to be performed in that State and without giving effect to the conflict of laws principles of California or any other State. In the event of any alleged breach or threatened breach of this Agreement, the Executive hereby consents and submits to jurisdiction in the State of California .

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 parties hereby agree, from time to time, as and when reasonably requested by any other party hereto, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements, including secretary’s certificates, stock powers and irrevocable transfer agent instructions, and to take or cause to be taken such further or other action, as any party may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: hearing before the district court, Tinsley v. Borg, 895 F.2d 520, 530 (9th Cir.1990), and we lack jurisdiction to consider the defaulted claims on appeal, Davis v. Woodford, 333 F.3d 982, 1007 (9th Cir.2003). The trial court’s decision to combine the guilt and penalty phases of Davis’s trial was neither “contrary to, [n]or involved an unreasonable application of, clearly established Federal law, as determined by the Supreme Court of the United States.” Andrade, 538 U.S. at 71. Under Nevada law, separate sentencing proceedings are only required in death penalty cases. McCabe v. State, 98 Nev. 604, 607, 655 P.2d 536 (1982) (interpreting Nev.Rev. Stat. §§ 175.522 & 175.544); see also Confederated Tribes and Bands of the Yakima Nation v. County of Yakima, 903 F.2d 1207, 1210 (9th Cir.1990) (<HOLDING>). This standard satisfies the Supreme Court’s Options: A. holding that federal courts must accept the decision of the states highest court even if it is an erroneous one B. holding that when applying state law a federal court is bound to follow the highest court in the state C. holding that federal courts may not substitute them reading of a state statute for that of the states highest court D. holding that when there is no ruling by the states highest court it is the duty of the federal court to determine as best it can what the highest court of the state would decide E. holding that when applying state law this court follows the decision of the highest state court or in the absence of such a decision and any indication that the highest court would rule differently the decisions of the states intermediate courts

assistant: The best answer is C. holding that federal courts may not substitute them reading of a state statute for that of the states highest court
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: statutory authority when it adjudicated a dispute not within the Alaska Public Utilities Commission Act. In so holding, it approvingly quoted a Washington Supreme Court opinion containing the following passage: It is well settled ... that a public service commission is an administrative agency created by statute and as such has no inherent powers, but only such as have been expressly granted to it by the legislature or have, by implication, been conferred upon it as necessarily incident to the exercise of those powers expressly granted. Id. at 1033 n. 19. Even though the legislature did not expressly give the Alaska Workers’ Compensation Board authority to set aside a C & R for fraud, we conclude that the power to do so has “by implication, b N.J.Super. 510, 385 A.2d 257 (A.D. 1978) (<HOLDING>). In addition, the Florida Court of Appeal, Options: A. holding that the workmens compensation division has that power inherent in all tribunals to reopen judgments in instances of fraud B. holding that this court has inherent as well as express statutory authority to punish for contempt C. recognizing use of ancillary jurisdiction in subsequent proceedings for the exercise of the courts inherent power to enforce its judgments D. holding dqrrespective of the absence of express statutory authority and a one year limitation imposed upon such a reopening in certain circumstances it is abundantly clear that the division has the inherent power comparable to that possessed by the courts to reopen judgments for fraud mistake inadvertence or other equitable ground citation omitted emphasis omitted E. holding that the district court possessed the inherent judicial authority to empanel a resentencing jury on remand from reversal of the respondents enhanced sentence and because the district court erred by failing to recognize that it possessed this inherent judicial authority boehl reversed and remanded for the district courts discretionary determination of whether to exercise that authority

assistant: The best answer is D. holding dqrrespective of the absence of express statutory authority and a one year limitation imposed upon such a reopening in certain circumstances it is abundantly clear that the division has the inherent power comparable to that possessed by the courts to reopen judgments for fraud mistake inadvertence or other equitable ground citation omitted emphasis omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Grantor shall furnish to the Administrative Agent from time to time upon request statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Administrative Agent. Further, at any time and from time to time, at the request of the Administrative Agent, and at the sole expense of such Grantor, each Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Secured Parties may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, but not limited to, (i) the filing of any financing or continuation statement under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and/or (ii) the registration of any interest, assignment or subordination with the International Registry to preserve, protect, perfect or establish priority in respect of any Aircraft Object or Associated Right covered by or related to this Agreement, the Administrative Agent may from time to time reasonably deem necessary.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, consents, approvals, requests, demands and other communications which are required or may be given hereunder shall be in writing and shall be duly given if personally delivered, sent by overnight courier or posted by United States registered or certified mail, return receipt requested, postage prepaid and addressed to the other parties at the addresses set forth below.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Every notice relating to this Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation’s headquarters in Troy, Michigan, or addressed to the Secretary of the Corporation at 525 E. Big Beaver Road, Suite 300, Troy, MI 48083. All notices by the Corporation to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee’s last residence address as then contained in the records of the Corporation or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Corporation to the Grantee at the Grantee’s last designated address shall be effective to bind any other person who shall acquire rights hereunder.

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: post office box rather than his home, as both the magistrate judge and district court noted, it was reasonable to suspect evidence of such activities would be found at Defendant’s home because “Defendant cannot manufacture methamphetamine in the post office.” We acknowledge that some of the information would be stale if viewed in a vacuum. However, given the relevancy of the latest Wells’ transaction, the older information was relevant to provide context; specifically that it was likely that the recently ordered materials were for use at Defendant’s residence. Defendant also challenges the veracity of the anonymous reports about odors and traffic at his house, claiming they have no weight in the probable cause assessment because they were uncorroborated. See Carpenter, 360 F.3d at 595 (<HOLDING>); United States v. Campbell, 256 F.3d 381, 388 Options: A. holding that a warrant affidavit failed to establish probable cause where it was based almost exclusively on the uncorroborated testimony of an unproven informant B. holding that the uncorroborated testimony of an informant may be sufficient to sustain a conviction C. holding that a totality of circumstances standard was proper for determining probable cause for issuance of a search warrant based on information from an informant D. holding warrant valid where search warrant application affidavit was signed and probable cause existed for issuance of warrant E. holding that if sufficient untainted evidence was presented in the warrant affidavit to establish probable cause the warrant was nevertheless valid

assistant: The best answer is A. holding that a warrant affidavit failed to establish probable cause where it was based almost exclusively on the uncorroborated testimony of an unproven informant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court to certify. This presents serious questions on.two separate fronts: our jurisdiction over this appeal under section 1292(b), and our general policy of declining to.consider arguments not made to the district court in the motion leading to the order.under appeal. Unlike the court, I cannot brush these concerns aside. Regarding our jurisdiction under section 1292(b), the Supreme Court has made clear that an appellate court can review “any issue fairly included within the certified order” because “[a]s the text of § 1292(b) indicates, appellate jurisdiction applies to the order certified to the court of appeals, and is not tied to the particular question formulated by the district court.” Yamaha Motor Corp., USA v. Calhoun, 516 U.S. 199, 205, 116 S.Ct. 619, 133 L.Ed.2d 578 (1996) (<HOLDING>). But the “court of appeals may not reach Options: A. holding that where the issue of sanctions was not before the court of appeals when the appeal was filed the district court retained jurisdiction B. holding that where the district court decided two issues in the certified order but identified only the damages issue as the controlling question of law the court of appeals could nonetheless address the other issue C. holding that where it was clear that the court of appeals had limited the issues on resentencing to the one issue raised in the defendants first appeal the district court did not err in declining to consider other issues raised by the defendant on remand D. holding that when a court of appeals has jurisdiction on interlocutory appeal the scope of appellate review is not limited to the precise question certified by the district court because the district courts order not the certified question is brought before the court E. holding that law of the case acts as a bar only when the issue in question was actually considered and decided by the first court

assistant: The best answer is B. holding that where the district court decided two issues in the certified order but identified only the damages issue as the controlling question of law the court of appeals could nonetheless address the other issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendment or waiver of any provision of this Agreement, or consent to any departure by either Party from any such provision, shall be effective unless the same shall be in writing and signed by the Parties to this Agreement, and, in any case, such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The waiver or delay in enforcement or notice by any Party of any breach of this Agreement shall not operate as or be construed to be a waiver by such Party of that breach or any subsequent breach.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: omitted). The government does not dispute that a seizure occurred when the officers frisked Mitchell. However, at this juncture, the officers had specific and articulable facts which gave rise to reasonable suspicion. At the point in time when the officers conducted the frisk, they had received an anonymous tip that six black males, dressed in dark clothing, were firing shots in the Auburn Oaks Apartment complex. Within several minutes of the call, they encountered Mitchell, a lone black male, at the complex. And, most important, Mitchell acknowledged that he had a weapon on him. Considering the totality of these circumstances, the officers were not only entitled to investigate further, but also to ensure their safety in the process by removing the gun. See Foster, 376 F.3d at 586 (<HOLDING>). Mitchell argues on appeal that the district Options: A. holding that police may conduct a patdown search upon reasonable suspicion that a person is carrying a weapon B. holding that defendants request to call his mother to get an attorney was an invocation of miranda rights requiring that further questioning must end C. holding that patdown did not end the officers reasonable suspicion of the defendant and that to have sent him on his way without brief further questioning would have been unreasonable inept police work D. holding that a police officers suspicion that a car did not belong in a particular area in the early morning does not meet the requirement that a stop cannot be made without an articulable and reasonable suspicion of some criminal wrongdoing E. holding in case where claim was that the decedent would have survived his stroke if an ambulance had been sent when first summoned that the public duty doctrine barred a suit alleging negligent and inept failure to dispatch an ambulance

assistant: The best answer is C. holding that patdown did not end the officers reasonable suspicion of the defendant and that to have sent him on his way without brief further questioning would have been unreasonable inept police work
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall become effective as of the Effective Date, and the rights and licenses granted hereunder shall continue in full force and effect in perpetuity (the “ Term ”). The Parties hereby acknowledge and agree that this Agreement (i) is neither of indefinite duration nor terminable at will, (ii) is irrevocable and perpetual, and (iii) cannot be terminated, even for material breach.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. Any dispute or controversy arising from this Agreement shall be adjudicated in the Delaware Court of Chancery or, if such court does not have jurisdiction, any Delaware state court or United States federal court sitting in the State of Delaware, and any appellate court from any thereof, and the parties irrevocably submit to the jurisdiction of such courts in respect of any such action or proceeding.

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: This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent that under any SHO Migration Plan SHO is seeking to integrate with, access, or continue to receive data from, or use, any SHMC or its Affiliates’ systems and infrastructure (collectively, “ SHO Access ” ) ; SHMC shall have the right to approve, in SHMC’s sole discretion exercised in Good Faith, each SHO Migration Plan and SHO’s request for such SHO Access, as well as the architecture, security requirements, conditions, additional charges and/or modifications to existing charges and other terms of any SHO Access approved by SHMC; which approval may be conditioned upon the requirement that any changes to SHMC Systems be done by SHMC, its Affiliates or its/their Representatives (at SHO’s cost and expense). In order to be binding on SHMC, any such approval must be in writing signed by a SHMC Vice President or higher and to the extent such approval is conditioned upon changes to this Agreement (or other agreements to the parties), the parties will need to first negotiate, seek internal approvals for, and then sign an amendment to document such changes before such SHO Migration Plan shall be deemed approved by SHMC hereunder. As part of the “System Migration Services” (defined below), SHO shall reimburse SHMC for all time spent by SHMC and its Affiliates and its/their Representatives in connection with reviewing, approving, modifying and implementing such requests (subject to the rates and terms set forth below); regardless of whether such SHO Migration Plan is ultimately approved and/or implemented.

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 legal provision and list the applicable contract clause categories. Provision: Employee acknowledges that the Plan and this Agreement are subject to compliance with all applicable laws and regulations, the rules of any Securities Exchange, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The applicable Award Shares will be subject to such restrictions, and Employee will, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with NASD’s Motion to Dismiss Lugosch definitively reinforced Amodeo II’s ruling that documents submitted in connection with a motion for summary judgment are judicial documents for presumption-of-access purposes, 435 F.3d at 123, a principle that district courts have faithfully applied. See, e.g., Prescient, 487 F.Supp.2d at 374; Allen v. City of New York, 420 F.Supp.2d 295, 302 (S.D.N.Y.2006). Other courts in this Circuit have found the presumption applicable in other contexts, as well. See, e.g., In re San Francisco Chronicle, 07-00256-MISC (TCP), 2007 WL 2713859, at *3 (E.D.N.Y. Sept. 14, 2007) (noting that presumption applies to “search warrant materials after an investigation is over”) (citing In re Newsday, Inc., 895 F.2d 74, 76 (2d Cir.1990)); Sattar, 471 F.Supp.2d at 386 (<HOLDING>). It appears, however, that the post-Lugosch Options: A. recognizing that sentencing facts are based on the evidence and testimony presented at sentencing under a preponderance of the evidence standard B. holding that letter and report filed in conjunction with defendants sentencing submission are judicial because they supported her argument at sentencing C. holding defendants failure to object to the drug quantity assessment in the presentence report at sentencing was a waiver of the issue on appeal D. holding that the right applies at capital sentencing in particular E. holding that the sentencing judge could consider the defendants subsequent arrest even though the charges were dismissed during sentencing

assistant: The best answer is B. holding that letter and report filed in conjunction with defendants sentencing submission are judicial because they supported her argument at sentencing
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 parties hereto agrees that, effective on the Second Amendment Effective Date (as defined below), the Credit Agreement (including the exhibits and schedules thereto) shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the doubleunderlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the cases cited above, including its own earlier case in Riley. To the extent that our holding in this case appears to conflict with LaRoche, we certify conflict. VI. ALIMONY On cross-appeal, the Wife contends that the trial court erred by denying her request for alimony. We disagree for two reasons. First, while the Wife did seek an award of alimony in her cross-petition for dissolution, during the three-day dissolution hearing, she did not request alimony nor did she present any evidence whatsoever concerning her need for alimony. When a party fails to present any evidence or make any argument at a dissolution hearing in support of a request for alimony, the trial court is entitled to believe that the claim has been abandoned. See Moss v. Moss, 939 So.2d 159, 166 (Fla. 2d DCA 2006) (<HOLDING>). Second, based on the evidence that was Options: A. holding that the husbands failure to argue his entitlement to attorneys fees under a prenuptial agreement at a hearing held on the issue of entitlement to attorneys fees constituted an abandonment of that claim B. holding trial court erred in awarding attorneys fees to physicians in absence of any evidence of attorneys fees C. recognizing that the party seeking attorney fees bears the burden of proving entitlement to those fees D. holding that the trial court had jurisdiction to consider a motion to perfect and enforce an attorneys charging lien where the trial court reserved jurisdiction to determine entitlement and amount of attorneys fees E. holding that under the wpcl an employee who has prevailed on a claim for past wages due is entitled to attorneys fees as a matter of entitlement

assistant: The best answer is A. holding that the husbands failure to argue his entitlement to attorneys fees under a prenuptial agreement at a hearing held on the issue of entitlement to attorneys fees constituted an abandonment of that claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any Incremental Commitments are added in accordance with this Section 2.16 , the Administrative Agent and the Borrower shall determine the effective date (each, an “ Incremental Effective Date ”) and the final allocation thereof. The Administrative Agent shall promptly notify the Borrower, the existing Lenders and the Incremental Lenders of the final allocation of such addition and the Incremental Effective Date.

assistant: Effective Dates
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: You will not, without the written consent of the Company, either during your employment by your Employer, the Company or any of its Subsidiaries or thereafter, disclose to anyone or make use of any confidential information which you have acquired during your employment relating to any of the business of your Employer, the Company or any of its Subsidiaries, except as such disclosure or use may be required in connection with your work as an employee of your Employer, the Company or any of its Subsidiaries. During your employment by your Employer, the Company or any of its Subsidiaries, and for a period of two years after the termination of such employment, you will not, either as principal, agent, consultant, employee or otherwise, engage in any work or other activity in competition with the Company in the field or fields in which you have worked for your Employer, the Company or any of its Subsidiaries. The provisions of this Section 9 applies separately in the United States and in other countries but only to the extent that its application shall be reasonably necessary for the protection of your Employer, the Company or any of its Subsidiaries. You will forfeit all rights under this Award Notice to or related to the Option if, in the determination of the Committee (in the case of executive officers) or of the executive officer responsible for Human Resources (in the case of non-executive employees), you have violated any of the provisions of this Section 9, and in that event any issuance of shares, payment or other action with respect to the Option shall be made or taken, if at all, in the sole discretion of the Committee or the executive officer responsible for Human Resources.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: these other sites are not under the control of viber , and you acknowledge that ( whether or not such sites are affiliated in any way with viber ) viber is not responsible for the accuracy , copyright compliance , legality , decency , or any other aspect of the content of such sites , and that your use of such sites is subject to their respective terms of use .

assistant: None