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 proceeds of the Advance Loans will used only for equipment and facility build out and construction or acquisition of mobile proppant management systems. Letters of Credit and the proceeds of the Revolving Loans will be used only for general working capital purposes. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you can not resolve a dispute with us informally pursuant to section 20.2 , then , except as described elsewhere in section 20 , you and onavo agree to submit the dispute to a single arbitrator at the american arbitration association ( aaa ) under its then-current commercial arbitration rules , including the optional rules for emergency measures of protection and the supplementary procedures for consumer-related disputes , or , by separate mutual agreement , at another arbitration institution .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any Ancillary Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and any Ancillary Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile transmission or as an attachment to an electronic mail message in "pdf" or similar format, shall be treated in all manners and respects as an original agreement or instrument and shall be considered to have the same and binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any Ancillary Agreement, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: tort," and their "accrual dates are linked to the accrual date[s] of the underlying tort[s]." Prince George's County v. Longtin, 419 Md. 450, 19 A.3d 859, 877 & n. 22 (2011); see Filmservice Labs., Inc. v. Harvey Bernhard Enters., Inc., 208 Cal.App.3d 1297, 256 Cal.Rptr. 735, 742 (1989) ("[Nlo cause of action exists for conspiracy, per se. Whether or not a cause of action for conspiracy is timely must be determined by reference to the statute of limitations applicable to the underlying cause of action. In this case the underlying cause of action is ... time-barred. That being the case we find the ... cause of action for conspiracy is also time-barred.") (citations omitted); Meyer Land & Cattle Co. v. Lincoln County Conservation Dist., 29 Kan.App.2d 746, 31 P.3d 970, 977 (2001) (<HOLDING>); Schlotthauer v. Sanders, 153 A.D.2d 731, 545 Options: A. holding that res judicata barred conspiracy claim against defendant even though defendant had not been a party to the prior action because the civil conspiracy claim should have been adjudicated in a prior action and defendant as an alleged participant in the conspiracy would have been indispensable party to that adjudication B. holding that the plaintiffs stated a claim for conspiracy because they alleged an actionable tort C. holding that plaintiffs civil conspiracy claim was barred by section 343909c D. recognizing that although civil conspiracy is a separate actionable tort a conspiracy claim is barred where the underlying tort is barred by the applicable statute of limitations E. holding that where summary judgment is granted on the underlying tort claims a conspiracy claim must also fail

assistant: The best answer is D. recognizing that although civil conspiracy is a separate actionable tort a conspiracy claim is barred where the underlying tort is barred by the applicable statute of limitations
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: During the period ending on the Specified Expiration Date, subject to the Executive’s continued employment hereunder, the Executive shall be entitled to receive an annual base salary of not less than $900,000 (“ Base Salary ”). For purposes of this Agreement, the term Base Salary shall refer to Base Salary as in effect from time to time, including any increases thereto. During the portion of the Term commencing after the Specified Expiration Date, subject to the Executive’s continued employment hereunder, the Executive shall be paid an annualized base salary in the amount of the Executive’s base salary as in effect on the Specified Expiration Date, payable in the same manner as other managing directors in the same geographic location are paid. The Executive’s base salary shall be subject to annual review and increase, but not decrease, unless such decrease is in line with an across-the-board base salary decrease to all managing directors in the same geographic location as the Executive.

assistant: Base Salary
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: VII cases. Consequently, courts, speaking in the context of Title VII, have used the term "sex” and "gender" interchangeably to refer simply to the fact that an employee is male or female. See, e.g., Price Waterhouse v. Hopkins, 490 U.S. 228, 239-41, 109 S.Ct. 1775, 1784-86, 104 L.Ed.2d 268 (1989) (using "gender” and "sex” interchangeably). Indeed, the use of “sex” and "gender” interchangeably may impose a useful limit on the term “sex,” which otherwise might be interpreted to include sexual behavior. Some academic writers, however, seek to maintain or to heighten a distinction between the terms "sex” and "gender,” assertin p. 1133 (C.D.Ill.1995) (same) and Raney v. District of Columbia, 892 F.Supp. 283 (D.D.C.1995) (same) with Ashworth v. Roundup Co., 897 F.Supp. 489 (W.D.Wash.1995) (<HOLDING>) and Goluszek v. Smith, 697 F.Supp. 1452 Options: A. holding that sexual harassment need not take the form of sexual advances or other explicitly sexual conduct in order to be actionable under title vii B. holding that samesex sexual harassment claims are not actionable under title vii C. holding that title vii does not address samesex harassment D. holding that samcscx sexual harassment claims are actionable under title vii E. holding that noneconomic injury resulting from a hostile environment based on discriminatory sexual harassment is actionable under title vii

assistant: The best answer is B. holding that samesex sexual harassment claims are not actionable under title vii
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was instructed, in Final Instruction No. 9, that John Morrell was liable only for those injuries “proximately caused by the wrongful conduct of the defendant.” The jury heard evidence that Baker’s injuries resulted from being subjected to a hostile work environment, retaliated against, and constructively discharged. John Morrell thoroughly cross-examined Baker’s physicians, Baker’s witnesses, and Baker with respect to the causation of these damages and other “stressors” in her life, but the jury evidently chose to believe the plaintiffs evidence, which established that her condition was the result of discrimination. It is well-settled that causation is ordinarily left for a jury to determine. See Exxon Co., USA v. Sofec Inc., 517 U.S. 830, 840-41, 116 S.Ct. 1813, 135 L.Ed.2d 113 (1996) (<HOLDING>). Here, there was evidence which, if believed, Options: A. holding that the issue of proximate causation involves application of law to fact which should be left to the fact finder subject to limited review B. holding that conflicting testimony raised fact issue fact finder was not obliged to accept one experts testimony over the other C. holding that the issue of defendants actual knowledge should not be resolved on summary judgment but should be left to the trier of fact D. holding that the facts asserted that a breach of contract may have occurred under virginia law based on a tpp agreement but concluding the question is best left to the finder of fact E. holding the question of necessity is one of mixed law and fact and accordingly one for the fact finder in the ordinary case

assistant: The best answer is A. holding that the issue of proximate causation involves application of law to fact which should be left to the fact finder subject to limited review
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 IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this IP Security Agreement Supplement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the notice and the UTC that follows if the vehicle’s registered owner does not reply to the notice do not constitute the power to decide whether those documents should issue. Rather, those tasks are merely part of the ministerial process of implementing the TIEO’s decision to issue them. Accordingly, the completion of the tasks of preparing and mailing the notice and the UTC upon authorization by the TIEO does not constitute the unauthorized delegation of police power. Cf. Gard v. State, 521 So.2d 369, 370 (Fla. 2d DCA 1988) (rejecting the defendant’s argument “that the trial court could not delegate to the prosecutor the task of writing the sentencing order pursuant to findings specifically made by the trial court.”); Reid v. State, 673 So.2d 972, 973 (Fla. 1st DCA 1996) (<HOLDING>). VII. CONCLUSION Based upon the foregoing Options: A. holding that a trial court fulfilled its duties to pronounce sentence and to specify reasons for departure and did not improperly delegate its authority by directing the prosecutor to perform the clerical task of preparing a written order consonant with the courts decision B. holding district court correctly reversed a departure sentence where the trial court failed to provide written reasons for the departure C. holding that the government did not waive its objections to the district courts departure decision and the resulting sentence by failing to reiterate these objections after the sentence was imposed D. holding that this court laeks the authority to review a sentencing courts denial of a downward departure unless the court failed to understand its authority to do so E. holding that the trial court is required to provide reasons for its decision prior to appeal

assistant: The best answer is A. holding that a trial court fulfilled its duties to pronounce sentence and to specify reasons for departure and did not improperly delegate its authority by directing the prosecutor to perform the clerical task of preparing a written order consonant with the courts decision
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party will be responsible for any duties, taxes, and/or levies to which it is subject as a result of any payment hereunder. The paying party will deduct or withhold any taxes that it will be legally obligated to deduct or withhold from any amounts payable to the other party hereunder, and the corresponding payment to the other party as reduced by such deductions or withholdings will constitute full payment and settlement to the other party of amounts payable under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: manner. Rather, the only evidence in the record is that Petitioner obtained his birth certificate from his mother. 3.The district court further speculated that when Petitioner was detained by INS, Petitioner always had his birth certificate, and that Petitioner’s failure to identify himself as Reynaldo Mondaca was “inexplicable.” The district court seemed to believe that this is contrary to how an American citizen would act. But Petitioner, who does not speak English, stated he used an alias when he did not have his birth certificate and U.S. passport with him to show his United States citizenship. The district court speculated when it assumed what someone in Petitioner’s position would or would not have done in the early 1950s. See Chawla v. Holder, 599 F.3d 998, 1006 (9th Cir.2010) (<HOLDING>); Zhou v. Gonzales, 437 F.3d 860, 865 (9th Options: A. holding that burden of clear and convincing proof cannot be satisfied by mere conjecture or speculation B. holding that the bias disbelief of chawlas decision was based on speculation and conjecture about what someone in chawlas position would or would not do C. holding that mere conjecture or speculation is insufficient under a preponderance standard D. holding that speculation and conjecture cannot support an adverse credibility finding E. holding that the ids disbelief of zhous testimony was based on speculation and conjecture about zhous position in chinese society and what someone in that position would or would not do

assistant: The best answer is B. holding that the bias disbelief of chawlas decision was based on speculation and conjecture about what someone in chawlas position would or would not do
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: (“Statements made for purposes of medical diagnosis or treatment and describing medical history, or past or present symptoms, pain, or sensations, or the inception or general character of the cause or external source thereof insofar as reasonably pertinent to diagnosis or treatment shall be admissible in evidence”). The hearsay exception provided for in former OCGA § 24-3-4 is now essentially recognized in OCGA § 24-8-803 (4) (“Statements made for purposes of medical diagnosis or treatment and describing medical history, or past or present symptoms, pain, or sensations, or the inception or general character of the cause or external source thereof insofar as reasonably pertinent to diagnosis or treatment.”). 20 See, e.g., Miller v. State, 296 Ga. 9, 12 (4) (b) (764 SE2d 823) (2014) (<HOLDING>); Maurer v. State, 320 Ga. App. 585, 592 (6) Options: A. holding that any deficiency in counsels failure to object to alleged hearsay testimony that repeated statement of witness regarding identity of murder perpetrator did not prejudice defendant and thus was not ineffective assistance when testimony was cumulative of other eyewitness testimony B. holding that defense counsels failure to object to testimony did not warrant a new trial because there was no prejudice from admission of the testimony C. holding that a specific instruction was unnecessary because eyewitness was crossexamined and the eyewitness testimony was discussed in defense counsels opening statement D. holding counsels failure to object to victim impact testimony and evidence was not ineffective assistance of counsel when the trial record was silent as to counsels strategy E. holding that any deficiency in failure to object to hearsay did not prejudice defendant when testimony was cumulative of other evidence

assistant: The best answer is A. holding that any deficiency in counsels failure to object to alleged hearsay testimony that repeated statement of witness regarding identity of murder perpetrator did not prejudice defendant and thus was not ineffective assistance when testimony was cumulative of other eyewitness testimony
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: tam actions, the Supreme Court explained most recently in Vermont Agency that qui tam statutes have a long historical pedigree, but are unique in effecting a partial assignment of a damages claim of the United States to the relator. See Vt. Agency of Natural Res., 529 U.S. at 774-76, 120 S.Ct. 1858. Such qui tam statutes implicate the appointments clause in Article II, § 2 and the “take care” clause in Article II, § 3. See id. at 775-78 & n. 8, 120 S.Ct. 1858; cf. Riley v. St. Luke’s Episcopal Hosp., 252 F.3d 749, 752-58 (5th Cir.2001) (en banc) (describing FCA’s intrusion on Executive’s Article II powers as “modest,” but upholding constitutionality based on the FCA’s control mechanisms); United States ex rel. Berge v. Bd. of Trs. of Univ. of Ala., 104 F.3d 1453, 1457-59 (4th Cir.1997) (<HOLDING>); United States ex rel. Taxpayers Against Fraud Options: A. holding governments declination to intervene does not extinguish its interest in the fca action in fact its interest remains strong enough to abrogate a states eleventh amendment immunity B. holding that congress exceeded its authority under 5 of the fourteenth amendment in attempting to abrogate the states eleventh amendment immunity in adea suits C. holding that congress did not properly abrogate states eleventh amendment immunity from suits under the patent act D. holding that congress may abrogate a states immunity pursuant to its enforcement power under 5 of the fourteenth amendment E. holding that the tia does not abrogate states immunity under the eleventh amendment

assistant: The best answer is A. holding governments declination to intervene does not extinguish its interest in the fca action in fact its interest remains strong enough to abrogate a states eleventh amendment immunity
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: BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS INDEMNITEES FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH ANY INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER'S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT; (D) ANY ACT OR OMISSION BY BORROWER, CONSTITUENT PARTNER OR MEMBER OF BORROWER WITH RESPECT TO ANY OF THE PROPERTY OR IMPROVEMENTS; OR (E) ANY ACTION OR OMISSION OF ANY INDEMNITEE IN CONNECTION WITH THE ENFORCEMENT OF ANY OF ITS RIGHTS UNDER THE LOAN DOCUMENTS OR THE OTHER RELATED DOCUMENTS EXCEPT TO THE EXTENT ARISING FORM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. BORROWER SHALL PROMPTLY PAY TO INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE SUCH OBLIGATION ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. BORROWER'S DUTY AND OBLIGATION TO DEFEND, INDEMNIFY AND HOLD HARMLESS INDEMNITEES SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RECONVEYANCE, RELEASE OR SATISFACTION OR PARTIAL RECONVEYANCE, RELEASE OR SATISFACTION OF THE SECURITY INSTRUMENT OR OTHER LOAN DOCUMENTS.

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: This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when signed by each of the parties hereto and delivered by each of the parties hereto, in person or by facsimile, to the other parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart. The exchange of copies of this Agreement, any amendments hereto, any signature pages required hereunder or any other documents required or contemplated hereunder by facsimile or Portable Document Format (“PDF”) transmission shall constitute effective execution and delivery of same as to the parties thereto and may be used in lieu of original documents for all purposes. Signatures transmitted by facsimile or PDF shall be deemed to be original signatures for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: provides that the “applicable commitment period” of a plan “shall be” either (A) subject to subparagraph (B), ... (i) 3 years; or (ii) not less than 5 years, if the [debt- or’s] current monthly income ..., when multiplied by 12, is not less than [the median annual family income in the applicable state]; and (B) may be less than 3 or 5 years, whichever is applicable under subpara-graph (A), but only if the plan provides for payment in full of all allowed unsecured claims over a shorter period. Id. § 1325(b)(4). The debtor’s “current monthly income” and “disposable income” are calculated according to statutorily defined formulae. See id. § 101(10A) (defining “current monthly income”); id. § 1325(b)(2) (defining “disposable income”); see also Lanning, 130 S.Ct. at 2469, 2471-74, 2478 (<HOLDING>). It is undisputed that Debtors’ current Options: A. holding that the statute incorporated all the rights and obligations of the contract emphasis added B. holding that courts must cjonsider the practical effect of a putative judgment on the state treasury emphasis added C. holding that courts must calculate projected disposable income which is not statutorily defined using a forwardlooking approach emphasis added D. holding that the prosecution must present sufficient evidence to support a reasonable belief that defendant committed a crime emphasis added E. holding that an application is pending from the time it is first filed emphasis added

assistant: The best answer is C. holding that courts must calculate projected disposable income which is not statutorily defined using a forwardlooking approach emphasis added
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 3.1. In consideration of the Disclosing Party disclosing Confidential Information to the Receiving Party, the Receiving Party undertakes that it shall: a) keep the Confidential Information secret and confidential, using at least the same degree of care as its uses to protect its own confidential information but no less than a reasonable degree of care; 10.2. The rights and obligations contained in this Agreement shall continue in full force and effect for [two (2)] years after expiration of the Term or termination of this Agreement.

assistant: Yes
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 references to the Collateral shall include without limitation the Collateral as described in the Collateral Documents, as amended by this Amendment and the Credit Parties hereby grant a security interest to Lender to secure the Obligations in any such Collateral (other than to the extent constituting Excluded Property) which, prior to the date of this Amendment, was not included in the definition thereof. All Obligations of the Credit Parties under the Loan Documents, each as amended by the Portland Amendments, shall be secured by and be entitled to the benefits of, the Collateral and shall remain in all respects subject to the liens, charges and encumbrances of, the Loan Documents, and nothing herein contained, and nothing done pursuant hereto or in connection herewith shall affect or be construed to affect the liens, charges or encumbrances or conveyances effected thereby or the priority thereof or to release or affect the liability of any party or parties whomsoever may now, or hereafter be, liable on account of the Obligations. Subject to the limitations set forth in the Collateral Documents in terms of the scope thereof, each Credit Party does hereby grant, transfer, assign and grant a security interest in and to Lender, its successors and assigns, in all of the Collateral in order to secure the Obligations.

assistant: Liens
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 has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to Section 15(d) of the Exchange Act for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed within two years preceding the date hereof or amended after the date hereof, or filed after the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, and all registration statements filed by the Company under the Securities Act, being hereinafter referred to as the “ SEC Documents ”). The Company has made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS COMMITMENT LETTER AND THE FEE LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF ; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT ANY DETERMINATIONS AS TO (X) WHETHER ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATIONS HAVE BEEN BREACHED AND (Y) WHETHER A MATERIAL ADVERSE EFFECT (AS DEFINED IN THE CONDITIONS ANNEX) HAS OCCURRED, SHALL, IN EACH CASE BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER. With respect to any suit, action or proceeding arising in respect of this Commitment Letter or the Fee Letter or any of the matters contemplated hereby or thereby, the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court located in the Borough of Manhattan, and irrevocably and unconditionally waive any objection to the laying of venue of such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to you or each of the Commitment Parties will be effective service of process against such party for any action or proceeding relating to any such dispute. A final judgment in any such action or proceeding may be enforced in any other courts with jurisdiction over you or each of the Commitment Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY TO THIS NOTE IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY'S RIGHT TO DEMAND TRIAL BY JURY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The rights and obligations of Obligor and Holder shall be binding upon and benefit the successors and permitted assigns and transferees of Obligor and Holder; provided , that Obligor shall not be permitted to assign this Note or its rights or obligations hereunder without the prior written consent of the Holder in each instance, in the Holder’s sole and absolute discretion, and provided , further , that (1) in no event shall Holder sell, exchange, assign, pledge, hypothecate, transfer or otherwise dispose (each, a “ Transfer ”) of this Note or any interest of Holder therein without Obligor’s prior written consent, in its sole and absolute discretion, and (2) any Transfer by Holder of this Note shall be subject to the terms of the Subordination Agreement. In the event of any permitted Transfer hereunder, (i) the Holder agrees to pay for all costs associated with documenting, implementing or otherwise accommodating such Transfer, including without limitation, any cost incurred in connection with the issuance of a replacement note as required under Subparagraph ‎16(c) , (ii) each prospective Holder shall be, and shall provide a representation that it is, entering into such Transfer for its own account and not with a view to, or for sale in connection with, any subsequent distribution), and (iii) each prospective Holder shall become a party to this Note (or any replacement note). Any Transfer by the Holder or assignment by the Obligor made other than in strict accordance with this Paragraph ‎13 shall be null and void. Any permitted transferee of the Holder’s rights and obligations under this Note in accordance with this Paragraph ‎13 shall be deemed to be the “Holder” for purposes of this Note.

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: To the extent allowable under applicable law, each member of the Committee shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which such member may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by such member in satisfaction of judgment in such action, suit, or proceeding against him provided he gives the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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: The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company's shares may then be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Stock under the Plan if such issuance or delivery would violate applicable state or federal securities laws.

assistant: Approvals
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 obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened against or affecting the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Credit Extensions. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Borrower has no material Contingent Obligations not provided for or disclosed in the financial statements referred to in Section 5.4.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: this agreement applies to the use of the services and any content ( defined below ) included therein by every computer or other communication means ( such as cellular phones , wireless mobile devices , pda 's , etc. ) .

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: Carroll’s scope, however, is quite modest, as the decision holds only that the Commission lacks authority to invalidate licensees’ contracts with third parties and to abrogate state-law contract remedies. See id. Although the data roaming rule dictates certain interactions between licensees and third parties, this kind of third-party impact differs in kind from the state-law contract issue at stake in Carroll. Because Verizon nowhere suggests that the data roaming rule will void third-party contracts, Carroll does not stand in the Commission’s way. Third, Verizon contends that Title III gives the Commission no authority to make “fundamental changes” to the terms of existing licenses. See MCI Telecommunications Corp. v. AT & T, 512 U.S. 218, 228, 114 S.Ct. 2223, 129 L.Ed.2d 182 (1994) (<HOLDING>); Community Television, Inc. v. FCC, 216 F.3d Options: A. holding right to be fundamental B. holding that statutory authority to modify does not contemplate fundamental changes C. holding that a court errs when it refuses to modify an injunction or consent decree in light of changes in statutory or decisional law D. holding that a hearing does not contemplate an oral presentation unless required by express language or context E. holding that a sentence exceeding statutory authority constitutes fundamental error

assistant: The best answer is B. holding that statutory authority to modify does not contemplate fundamental changes
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 TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EXHIBITS ATTACHED HERETO.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you cancel , your cancellation will be effective immediately , but academia.edu will allow you to access the subscription features until the most recently paid-up subscription period ends , and then we will terminate your access .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guarantee Agreement (a) shall automatically terminate when (i) the Commitments have expired or been terminated and (ii) the Obligations (other than contingent indemnity obligations that are not due and payable, obligations and liabilities in respect of any Bank Products or Designated Credit Lines and Letters of Credit that have been Cash Collateralized or as to which other arrangements reasonable satisfactory to the Agent and the applicable L/C Issuer have been made) under the Credit Agreement shall have been paid in full, and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of any European Borrower or any Loan Party or otherwise. This Guarantee Agreement shall automatically terminate as to any Guarantor (x) upon the designation of such Guarantor as an Unrestricted Subsidiary pursuant to (and in accordance with) Section 6.12 of the Credit Agreement, (y) upon the Disposition of such Guarantor permitted pursuant to Section 7.05 of the Credit Agreement and compliance by the European Borrowers and the Loan Parties with all of the terms and conditions of the Credit Agreement relating to such Section 7.05 or (z) otherwise in accordance with Section 10.01(g) of the Credit Agreement. Upon request of the Borrower and at the Borrower’s expense, the Agent shall take such actions as are necessary to provide evidence of each release described in this Section 12 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: conspiracy that imposed an unreasonable restraint of trade. A. Section 1 of the Sherman Act applies “only to concerted action,” American Needle, Inc. v. National Football League, 560 U.S. 183, 130 S.Ct. 2201, 2208, 176 L.Ed.2d 947 (2010), and “unilateral conduct is excluded from its purview,” Oksanen v. Page Memorial Hosp., 945 F.2d 696, 702 (4th Cir.1991). In American Needle, the Court recognized that “[a]greements made within a firm can constitute concerted action ... when the parties to the agreement act on interests separate from those of the firm itself’ such that “the intrafirm agreements may simply be a formalistic shell for ongoing concerted action.” American Needle, 130 S.Ct. at 2215. See also Am. Chiropractic Ass’n v. Trigon Healthcare, Inc., 367 F.3d 212, 224 (4th Cir.2004) (<HOLDING>). As the American Needle Court explained, Options: A. recognizing the public interest exception B. recognizing independent personal stake exception to copperweld C. recognizing exception D. recognizing such an exception E. recognizing the rule and the exception but holding facts did not support claim to exception

assistant: The best answer is B. recognizing independent personal stake exception to copperweld
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 acknowledges that the Company does not warrant or represent the taxability or non-taxability of the consideration provided to Executive under this Agreement. Except for withholding any customary payroll taxes required by law to be withheld or paid by the Company, responsibility for taxability or non-taxability of the consideration provided to Executive under this Agreement, and payment of any and all taxes or penalties that may be imposed as a result of the consideration provided to Executive under this Agreement, are solely the responsibility of Executive. Except for withholding any customary payroll taxes required by law to be withheld or paid by the Company, Executive shall indemnify and hold harmless, and shall repay the Company and all Releasees for the full amount of any taxes, assessments, interest, penalties and attorneys’ fees that they or any of them incurs as a result of the consideration promised to or provided to Executive under this Agreement. Executive shall further pay the Company and the Releasees its or their attorneys’ fees incurred in enforcing its, his, her or their rights to indemnity hereunder, whether or not a claim is filed.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Publication Act promulgated by the National Conference of Commissioners on Uniform State Law, and in the Restatement (2d) of Torts § 577A (1977). As it happens (though this is not dispositive since we are dealing with a federal law issue), Illinois has enacted the Uniform Act. See 740 ILCS 165/1. That statute provides that a cause of action for libel is complete at the time of first publication, and any subsequent appearances or distributions of copies of the original publication do not toll the statute of limitations. See, e.g., Founding Church of Scientology of Washington, D.C. v. American Medical Ass'n, 60 Ill.App.3d 586, 18 Ill.Dec. 5, 377 N.E.2d 158, 160-61 (1978). Compare also Bryson v. News America Publications, Inc., 174 Ill.2d 77, 220 Ill.Dec. 195, 672 N.E.2d 1207, 1222 (1996) (<HOLDING>). The signs on the three pieces of property at Options: A. holding that a cause of action for breach of contract accrues at the time of the breach B. recognizing that breach of contract cause of action accrues at time of the breach C. holding that the cause of action accrued on the date of sale D. holding that a cause of action for defamation accrues on the date the defamatory material is published to a third party E. holding that a person must file a claim under the civil rights act within three years of the date his or her cause of action accrues

assistant: The best answer is D. holding that a cause of action for defamation accrues on the date the defamatory material is published to a third party
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: content that would constitute , encourage , promote or provide instructions for a conduct of an illegal activity , criminal offense , give rise to civil liability , violate the rights of any party in any country of the world , or that would otherwise create liability or violate any local , state , national or international law , including , without limitation , the regulations of the u.s. securities and exchange commission ( sec ) or any rules of any of securities exchange , including but not limited to , the new york stock exchange ( nyse ) , the nasdaq , or the london stock exchange ;

assistant: None