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 Executive will fully indemnify the Released Parties against and will hold the Released Parties harmless from any and all claims, costs, damages, demands, expenses (including without limitation attorneys’ fees), judgments, losses or other liabilities of any kind or nature whatsoever arising from or directly or indirectly related to any or all of this Release and the conduct of the Executive hereunder, including without limitation any material breach or failure to comply with any or all of the provisions of this Release.

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: Williams, 587 So.2d 732, 738 (La.App. 2 Cir.1999); see also Retail Estate, Inc., No. 07-712 (M.D.La. Oct. 19, 2007)(“equitable considerations cannot be permitted to prevail when in conflict with written positive law[; therefore,] plaintiff cannot make claims in estoppel”); Franklin v. Blount, No. 06-847, 2007 WL 437691, at *2 (La.App. 1 Cir. Feb. 9, 2007)(“Equitable considerations and estoppel cannot be permitted to prevail when in conflict with positive written law”); Century 21 Flavin Realty, Inc. v. Erwin Heirs, Inc., 657 So.2d 108 (La.App. 3 Cir,1995)(noting that the plaintiff “has not referred us to any jurisprudence which supports a real estate broker’s claim for commissions based solely on the theory of quantum meruit”); Brumfield v. Brumfield, 450 So.2d 1019 (La.App. 1 Cir.1984)(<HOLDING>). B. Finally, there is the issue of the Options: A. holding that to the extent the plaintiff invokes principles of equity and unjust enrichment the court finds such principles inapplicable in the face of a clear statutory prohibition B. holding that where a prior agreement fixed the salary of the plaintiff plaintiff could not seek to recover for his services on a theory of unjust enrichment C. holding that the plaintiff may proceed under a claim for breach of contract and unjust enrichment because the defendant admitted the existence of a contract solely for the purposes of summary judgment D. holding that erisa does not permit a plaintiff to assert an independent federal common law cause of action such as unjust enrichment to enforce the terms of an erisa plan thus to the extent plaintiffs third cause of action for unjust enrichment is brought pursuant to a federal common law right it must be dismissed E. holding that there is no cause of action in california for unjust enrichment

assistant: The best answer is A. holding that to the extent the plaintiff invokes principles of equity and unjust enrichment the court finds such principles inapplicable in the face of a clear statutory prohibition
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 Loan Party has good and marketable fee simple, or local equivalent, title to, or a good and valid leasehold interest in, all its real property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and for any other purpose, water therefrom) other than the property currently owned by Harweal Investments Limited, the name of which has subsequently been changed to EVCO Limited, as nominee for Cadiz Land Company, Inc., which property is subject to no Liens other than Liens in favor of a Loan Party. Each Loan Party has good title to, or a valid leasehold interest in, all its other property. Each Loan Party represents that Octagon Partners, LLC, a California limited liability company and an Affiliate of each of the Borrowers, has good and marketable fee simple title to all its real property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and for any other purpose water therefrom). None of such property referenced in this Section 3.7 is subject to any Lien except as permitted by Section 6.2 or such other minor defects in title that do not interfere with such Loan Party’s ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. All such property referenced in this Section 3.7 is in good working order and condition, ordinary wear and tear excepted. The property subject to the Mortgage comprises all of the real property owned by the Loan Parties and any of their Subsidiaries or Affiliates; provided that the representations and warranties contained in this Section 3.7 are qualified in their entirety by reference to the Lease Transaction and the rights and interests granted thereunder. As of the Closing Date, there are no Material Leased Properties. No Loan Party has any Contractual Obligation to purchase any real property or interest in real property. There is no pending or, to the best knowledge of each Loan Party, threatened, appropriation, condemnation or like adverse proceeding materially affecting the Mortgaged Properties or any part thereof or of any sale or other disposition of the Mortgaged Properties or any part thereof in lieu of condemnation. The Loan Parties’ use of the Mortgaged Properties or any portion thereof does not, in any material respect, breach, violate or conflict with (i) any covenants, conditions or restrictions of record applicable thereto and binding on any Loan Party or (ii) the terms and provisions of the Lease Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: the District Court of Appeal for Florida in Ocasio v. Bureau of Crimes, etc., 408 So. 2d 751, 752 (Fla. App. 1982), cited to State ex rel. Perez v. Wall, 41 Fla. 463, 26 So. 1020 (1899), for the following proposition: “ ‘We do not think it can be maintained that a husband is related to his wife by affinity. They are embraced in the definition of neither affinity nor consanguinity, but are regarded in law ... as one person.’ ” See, also, Strauss v. Strauss, 148 Fla. 23, 3 So. 2d 727 (1941) (estates by entirety are predicated on unity of husband and wife making them one person in law); Moran v. Quality Aluminum Casting Co., 34 Wis. 2d 542, 150 N.W.2d 137 (1967) (historically, by marriage husband and wife are one person in law). See, also, State v. Hooper, 140 Kan. 481, 37 P.2d 52 (1934) (<HOLDING>). While there is authority that husband and Options: A. holding that doctrine of affinity grew out of canonical maxim that marriage makes husband and wife one B. holding that the trial court committed manifest error by substituting its judgment for that of a valid and enforceable contractual agreement between the parties when it awarded wife nearly half the value of specific assets acquired during the marriage in disregard of antenuptial agreement calling for husband to take 23 and wife to take 13 of property acquired during the marriage C. holding husband could not have marriage annulled because wife was pregnant by him at time of marriage D. holding claims waived because they all grew out of their unsatisfactory business relationship E. holding a wife liable for necessary medical expenses incurred by her husband under the doctrine even though the wife did not sign as a guarantor and did not request that her husband be admitted nor anticipate that her husband would be admitted

assistant: The best answer is A. holding that doctrine of affinity grew out of canonical maxim that marriage makes husband and wife one
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 provision of this Lease to the contrary, the parties acknowledge and agree that, all claims against, and liabilities of, Lessee or Lessor which relate to acts or omissions prior to the date of expiration or termination of this Lease, and the covenants and obligations under this Lease which expressly relate to periods after the expiration or earlier termination of Lessee’s tenancy under this Lease, including, without limitation, all indemnification obligations and those covenants and obligations described in Sections 8.1 (final sentence only), 8.2(b) , 8.3 (final sentence only), 16.2 , 38.4 , 38.5 and 40.3 , and Articles XVIII , XIX and XXII , shall survive such expiration or earlier termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Option will vest and become exercisable as follows: 33.33% of the total Option will vest on the one-year anniversary of the Vesting Commencement Date, and approximately 16.67% will vest at the end of each six-month period thereafter, such that the Option will be fully vested on the three-year anniversary of the Vesting Commencement Date; provided that vesting will cease upon your Termination of Employment and the unvested portion of the Option will terminate.

assistant: Vesting
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: Section, paragraph and other captions or headings contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or otherwise describe the scope or intent of this Agreement or any provision hereof and shall not affect in any way the meaning or interpretation of this Agreement. References to sections under this Agreement shall refer to sections of this Agreement unless specifically identified otherwise.

assistant: Headings
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 471 U.S. 375 105 S.Ct. 2131 85 L.Ed.2d 399 UNITED STATES of America, plaintiff,v.States of MAINE, New Hampshire, Massachusetts, Rhode Island, New York, New Jersey, Delaware, Maryland, Virginia, North Carolina, South Carolina, Georgia and Florida (Rhode Island and New York Boundary Case) No. 35 Supreme Court of the United States April 29, 1985 1 On exceptions to the report of the Special Master. 2 The Court having, by its decision of February 19, 1985, 469 U.S. 504, 105 S.Ct. 992, 83 L.Ed.2d 998, overruled all exceptions to the Report of its Special Master herein, adopted the Master's recommendations, and confirmed his Report: SUPPLEMENTAL DECREE 3 It is Ordered, Adjudged, And Decreed as Follows: 4 1. For the purposes of the Court's Decree herein dated October 6, 1975, 423 U.S. 1, 96 S.Ct. 23, 46 L.Ed.2d 1 (defining the boundary line between the submerged lands of the United States and the submerged lands of the States bordering the Atlantic Ocean), the coastline of the States of Rhode Island and New York shall be determined on the basis that the whole of Long Island Sound and that portion of Block Island Sound lying west of a straight line between Montauk Point on Long Island (at approximately 41x04'18"N, 71x51'24"W) and Watch Hill Point on the Rhode Island mainland (at approximately 41x18'12.1"N, 71x51'33"W) constitute state inland waters; 5 2. The parties shall bear their own costs of these proceedings and the actual expenses of the Special Master herein shall be borne half by the United States and half by Rhode Island and New York jointly; 6 3. The Court retains jurisdiction to entertain such further proceedings, enter such orders, and issue such writs as from time to time may be deemed necessary or advisable to effectuate and supplement the decree and the rights of the respective parties.

assistant: 10
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to Executive, to his last known address shown on the payroll records of the Company, and if to the Company, to UCP, Inc., 99 Almaden, Suite 400 San Jose, CA 95113 attention: Chairman of the Compensation Committee of the Board of Directors, with a copy to the General Counsel of the Company at the same address, or (b) to such other address as either party shall have furnished to the other in accordance with this Section 9.

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: (d) The term “Representatives” shall include the directors, officers, employees, potential financing sources, partners, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) of a Party who have a need to know the Evaluation Material for purposes of evaluating a Possible Transaction, but only those of the foregoing who actually receive Evaluation Material directly from or at the direction of such Party. Each Recipient shall, and shall cause its Representatives to, (ii) keep the Evaluation Material confidential, and, subject to Section 5, will not, and will cause its Representatives not to, disclose any of the Evaluation Material in any manner whatsoever; provided, however, that any of such information may be disclosed to Recipient’s Representatives who need to know such information for the sole purpose of helping Recipient evaluate a Possible Transaction.

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 case excerpt and choose the best holding from the options. Case excerpt: or concerted refusals to deal, or other competition-minimizing activities — commonly referred to as “horizontal restraints” — are examples of practices that receive per se treatment under § 1 of the Sherman Act. See, e.g., Klor’s, Inc. v. Broadway-Hale Stores, Inc., 359 U.S. 207, 212, 79 S.Ct. 705, 3 L.Ed.2d 741 (1959) (finding group boycotts unreasonable per se); United States v. Socony-Vacuum Oil Co., 310 U.S. 150, 228, 60 S.Ct. 811, 84 L.Ed. 1129 (1940) (finding price fixing unreasonable per se). By contrast, agreements between persons or entities at different levels of a market structure, such as between a manufacturer and distributor — commonly referred to as “vertical restraints” — are analyzed under the rule of reason. See GTE Sylvania, Inc., 433 U.S. at 58-59, 97 S.Ct. 2549 (<HOLDING>); Leegin Creative Leather Prods., Inc. v. PSKS, Options: A. holding vertical price restraints subject to the rule of reason B. holding vertical price restraints are judged according to the rule of reason C. holding that vertical minimum pricefixing agreements like vertical maximum pricefixing agreements should be evaluated under the traditional rule of reason D. holding that a maximum vertical price maintenance scheme is not per se illegal E. holding nonprice vertical restrictions are analyzed under the rule of reason

assistant: The best answer is E. holding nonprice vertical restrictions are analyzed under the rule of reason
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except if reasonably contemporaneous with the Borrower’s purchase, enter into any arrangement with any Person providing for the leasing by the Borrower of real or personal property which has been or is to be sold or transferred by such Borrower to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, NY, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

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, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and the occurrence of the Closing Date and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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 case excerpt and choose the best holding from the options. Case excerpt: state to respect the laws and actions of-the other states, the Constitution “alter[ed] the status of the several states as independent foreign sovereign-ties, each free to ignore the obligations created under the laws or by the judicial proceedings of the others, and [made] them integral parts of a single nation throughout which a remedy upon a just obligation might be demanded as of right, irrespective of the state of its origin.”' Milwaukee Cnty. v. M.E. White Co., 296 U.S. 268, 277, 56 S.Ct. 229, 80 L.Ed. 220 (1935). And while neither Florida nor any other state is required to give full faith and credit to another state’s laws and judgments that conflict with that state’s legitimate public policy, see, e.g., Nevada v. Hall, 440 U.S. 410, 422, 99 S.Ct. 1182, 59 L.Ed.2d 416 (1979) (<HOLDING>); Johnson v. Lincoln Square Props., Inc., 571 Options: A. holding this rule does not deny full faith and credit B. holding that the full faith and credit clause does not require a forum to apply the sovereign immunity doctrine of another state if such an application would violate the forums legitimate public policies C. holding that a judgment of another states court is entitled to full faith and credit j when the judgment is considered final under the laws of the rendering state D. holding that the full faith and credit clause does not require a state to apply another states law in violation of its own legitimate public policy E. holding that texas is required to extend full faith and credit to valid judgments from other states

assistant: The best answer is D. holding that the full faith and credit clause does not require a state to apply another states law in violation of its own legitimate public policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: personal injury is visible or where the seriousness of the collision would lead a reasonable person to assume there must have been resulting injuries.’ ” Neel, 49 Va.App. at 395, 641 S.E.2d at 778 (quoting People v. Carter, 243 Cal.App.2d 239, 52 Cal.Rptr. 207, 208 (1966)). We then evaluated the nature of the impact and damage. Thus, the minimal nature of the damage to [victim’s] vehicle was insufficient to put appellant on notice that she had been injured. Although the evidence would support a finding that appellant’s front bumper and hood may have sustained some damage in the collision, no evidence establishes that appellant would have known about this damage before he fled the scene. Id. at 397, 641 S.E.2d 775, 641 S.E.2d at 779. See also Kil, 12 Va.App. at 812-13, 407 S.E.2d at 680 (<HOLDING>). Neel is instructive. Neel, as in the instant Options: A. recognizing the extensive and ongoing impact of sendero luminoso B. holding evidence sufficient to prove knowledge where impact caused extensive damage to right side of van bodies of three of the victims were thrown distances of between 45 and 135 feet from the vehicle and residents inside nearby homes described the impact as a loud noise C. holding that medical evidence and a statistical study by the military was sufficient evidence to prove a discriminatory impact D. recognizing impact of child support guidelines E. holding that the impact upon the victims is relevant to circumstances of the crime

assistant: The best answer is B. holding evidence sufficient to prove knowledge where impact caused extensive damage to right side of van bodies of three of the victims were thrown distances of between 45 and 135 feet from the vehicle and residents inside nearby homes described the impact as a loud noise
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 modified, amended, or supplemented by a written agreement executed by the Company and the Holders that own, in the aggregate, (i) 66 2/3% of the principal amount outstanding under the Senior Surplus Notes and (ii) 66 2/3% of the principal amount of the Holder Deferred Amounts, held by the Group as a whole; provided , however that any modification, amendment or supplement to Section 7, this Section 12, the terms described under the headings “The DPO Offer” and “The AAC Offer” in the Exchange Offer Term Sheet, the terms described under the headings “Initial Exchange,” “Pre-Record Date Deferred Amounts” and “Post-Record Date Deferred Amounts” in the Rehabilitation Exit Term Sheet and the terms described under the headings “Secured Notes,” “Secured Notes Collateral,” “Ambac Note,” “Ambac Note Collateral,” “Maturity,” “Coupon,” Mandatory Prepayment,” “Principal and Interest Payments” and “Payment Preference” in the Secured Notes Term Sheet shall require the prior written consent of each Holder and the Ambac Parties. For the avoidance of doubt, without the prior consent of the Holders, the Company may modify, amend or supplement the Transaction Mechanics to the extent reasonably necessary to mechanically effectuate the economic terms of this Agreement; provided that such modification, amendment or supplement does not impact the economic terms or substantive requirements of this Agreement or the Rehabilitation Exit Transactions.

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: Cir.2002) (<HOLDING>). Because Trujillo-Teo failed to establish Options: A. holding that fathers military service alone was neither political opinion nor sufficient to establish imputed political opinion B. holding that guatemalan guerrillas abducted petitioner on account of imputed political opinion because of her relatives military service C. holding that persecution was on account of political opinion because petitioners prosecutorial investigation into acts of political corruption was by its very nature political D. holding that applicant failed to establish imputed political opinion where he presented no evidence that an antigovernmental guerilla group imputed his fathers political beliefs to him E. holding that imputed political opinion is a protected ground

assistant: The best answer is A. holding that fathers military service alone was neither political opinion nor sufficient to establish imputed political opinion
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: viability which is more workable.” See also Ford v. Wainwright, 477 U.S. 399, 106 S.Ct. 2595, 91 L.Ed.2d 335 (1986) (finding unconstitutional Florida’s procedures for determining sanity for purposes of execution, and setting forth guidelines for states to follow to ensure constitutionally adequate safeguards in future litigation); Furman v. Georgia, 408 U.S. 238, 92 S.Ct. 2726, 33 L.Ed.2d 346 (1972) (per curiam) (finding unconstitutional the imposition of the death penalty as cruel and unusual punishment in violation of the 8th and 14th Amendments to the United States Constitution, and suggesting that death sentences could be constitutionally imposed if states limit the class of murderers to which the death penalty may be applied); Brooks v. Hobbie, 631 So.2d 883, 889-90 (Ala.1993) (<HOLDING>); Morgan County Commission v. Powell, 292 Ala. Options: A. holding that in a redistricting case the legislature has the initial responsibility to act but in the event the legislature fails to act the responsibility shifts to the state judiciary B. holding that the movant has the initial responsibility of informing the district court of the basis for its motion C. holding that in order for there to be state debt in the constitutional sense one legislature in effect must obligate a future legislature to appropriate funds to discharge the debt created by the first legislature D. holding that a statutory right is a creature of the legislature and does not exist where the legislature has not acted E. holding that the official charged with responsibility to act must be an official within the doj with the authority to act in the circumstances

assistant: The best answer is A. holding that in a redistricting case the legislature has the initial responsibility to act but in the event the legislature fails to act the responsibility shifts to the state judiciary
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 HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: BORROWER AND LENDER HEREBY KNOWINGLY VOLUNTARILY, IRREVOCABLY AND INTENTIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATED TO THIS SECOND AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER ENTERING INTO THIS SECOND AMENDMENT AND EXTENDING THE REVOLVING LOAN MATURITY DATE.

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 case excerpt and choose the best holding from the options. Case excerpt: paragraph J of the initial Declaration allowed for “transient vacation rental, including vacation rental[.]” Based on the definition of hotel in MCC § 19.04.040 as “a transient vacation rental, other than a bed and breakfast home containing lodging or dwelling units,” paragraph J of the 1988 Declaration and the 1991 amendment of that paragraph, see supra, providing for “transient vacation rentals,” and the declarations of Kurokawa and Hart, no genuine issue of material fact existed that the Resort was a hotel as defined by the MCC. VII. Plaintiff argues that the declarations of Kurokawa and Hart were inadmissible under HRCP Rule 56(e). HRCP Rule 56(e) states in relevant part that “affidavits shall be made on personal knowledge, shall set forth such facts as would be adm Cir.1980) (<HOLDING>). Consequently, Kurokawa and Hart could attest Options: A. holding it immaterial that one charged with willfully selling unregistered securities had no actual knowledge that he was violating the law because he was presumed to have and is chargeable with knowledge of the laws under which he was undertaking to do business B. holding that there are many transactions between attorney and client that have no element of confidence in them of which the attorney is competent to testify C. holding that it was error to allow a police officer who was admitted as a lay witness after a prosecution motion to admit him as an expert was denied for lack of timeliness to give testimony as to a matter about which he had no personal knowledge D. holding that because attorney negotiated and handled legal transactions it was reasonable to as sume that he had personal knowledge of nonpayment E. holding that district court properly ignored attorneys affidavit because he did not assert personal knowledge of the transaction

assistant: The best answer is D. holding that because attorney negotiated and handled legal transactions it was reasonable to as sume that he had personal knowledge of nonpayment
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: Unless the Committee otherwise consents (before or after the option grant) or unless the stock option agreement or grant provides otherwise; (i) no incentive stock options granted under the Plan may be sold, exchanged, transferred, pledged, assigned or otherwise alienated or hypothecated except by will or the laws of descent and distribution; and (ii) all Stock Options that are not incentive stock options may be transferred, provided , that as a condition to any such transfer the transferee must execute a written agreement permitting the Company to withhold from the shares subject to the Stock Option a number of shares having a Market Value at least equal to the amount of any federal, state or local withholding or other taxes associated with or resulting from the exercise of the Stock Option. All provisions of a Stock Option that are determined with reference to the Participant, including without limitation those that refer to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with reference to the Participant after any transfer of a Stock Option.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the 1999 removal order on Herrera-Castanola, and detained him. • On May 5, 2004 Herrera-Castanola filed a petition for writ of habeas corpus in district court. His petition requests an order restraining removal while the petition is pending and release from custody during pendency of this lawsuit. • On June 16, 2004, the district court ruled that BICE is collaterally es-topped from claiming that HerreraCastanola is an alien. Herrera-Castanola filed a motion for summary judgment based on this ruling. • The REAL ID Act of 2005 was enacted on May 11, 2005, stripping district courts of jurisdiction to review orders of removal. • The order of reinstatement was rescinded on August 22, 2005, in light of the panel opinion in Morales-Izquierdo v. Ashcroft, 388 F.3d 1299, 1303 (9th Cir.2004) (<HOLDING>) reh’g en banc granted, 423 F.3d 1118. A notice Options: A. holding that the plaintiffs could not recover fees for postlitigation administrative proceedings before the immigration and naturalization service because the pjroceedings under the immigration and nationality act lacked the specific features of the ssa proceedings that in hudson demonstrated the intimate tie between administrative and judicial proceedings B. holding that all convictions remain valid for immigration purposes C. holding that the exclusionary rule generally does not apply to immigration proceedings D. holding that regulations that permitted an immigration official to reinstate removal orders violated the immigration and nationality act E. holding that the pendency of postconviction motion does not negate the finality of convictions for immigration removal purposes

assistant: The best answer is D. holding that regulations that permitted an immigration official to reinstate removal orders violated the immigration and nationality act
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: filed a motion for a new trial on September 16, 2009, which the trial court denied on February 15,2013. Appellant filed a timely notice of appeal to the Court of Appeals, which properly transferred the appeal to this Court on October 8,2013. The case was docketed here for the January 2014 term and submitted for decision on the briefs. 2 In addition, OCGA § 16-3-21 (d) (2), which was enacted in 1993, authorizes relevant expert testimony regarding the defendant’s condition of mind at the time of the offense, including relevant facts and circumstances relating to the family violence or child abuse that are the bases of the expert’s opinion, to support a justification defense in a prosecution for murder or manslaughter. See also Smith v. State, 247 Ga. 612, 619 (277 SE2d 678) (1981) (<HOLDING>). 3 We recognize that the descriptions of Options: A. holding that an expert opinion on a question of law is inadmissible B. holding that an administrative agencys decision may not be based upon inadmissible expert opinion C. holding that an expert witnesss testimony on an ultimate issue was admissible recognizing that the expert did not specifically testify that the defendant was guilty or that as a matter of law the facts satisfied the applicable legal standard D. holding that expert testimony in support of a justification defense based on battered spouse syndrome would not he an improper opinion on an ultimate fact E. holding that expert testimony should be excluded when jury is equally competent to form an opinion about ultimate fact issue or experts testimony is within jurys common knowledge

assistant: The best answer is D. holding that expert testimony in support of a justification defense based on battered spouse syndrome would not he an improper opinion on an ultimate fact
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: Device Exemption process at issue in Baird, supra, 155 N.J. at 58-9, 713 A.2d 1019, or even the more rigorous Premarket Approval (“PMA”) process, at issue in Mitchell v. Collagen Corp., 126 F.3d 902, 905 (1997), cert. denied, 523 U.S. 1020, 118 S.Ct. 1300, 140 L.Ed.2d 467 (Mar. 23,1998). Rather, Abbott’s test was subject to specific requirements, unique to the HIV antibody test, that exceeded even the rigorous PMA process that a majority of courts have concluded is a specific federal requirement that triggers preemption. An examination of those cases discloses that much of the reasoning of the courts is consistent with an implied preemption analysis. See, e.g., Worthy v. Collagen Corp., 967 S.W.2d 360, 376 (Tex.1998), cert. denied, 524 U.S. 954, 118 S.Ct. 2372, 141 L.Ed.2d 740 (1998) (<HOLDING>); see also Gade, supra, 505 U.S. at 103 n. 2, Options: A. recognizing presumption against preemption presumption is properly applied to state law design defect claims against manufacturer of pacemaker fda premarket approval of device did not require preemption B. recognizing the cause of action C. holding that in the field preemption context the hardship is the process itself D. holding that to establish a claim for abuse of process a claimant must demonstrate an act in the use of the process not proper in the regular prosecution of the proceedings E. holding that it was the degree of fdas involvement in the approval process of a particular device not the pma process itself that resulted in preemption of state cause of action

assistant: The best answer is E. holding that it was the degree of fdas involvement in the approval process of a particular device not the pma process itself that resulted in preemption of state cause of action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and whether PGM was a party to a fraudulent transfer. ¶ 15 WE CONCUR: PAMELA T. GREENWOOD, Presiding Judge, and RUSSELL W. BENCH, Judge. 1 . PGM also argues that Westchester failed to show that the alter ego and fraudulent transfer issues were fully and fairly litigated because Westchester did not supply the trial court with the full record from the Paria litigation. Cf. Stevensen v. Goodson, 924 P.2d 339, 353 (Utah 1996). However, this court has held that, when the moving party produces documents that make a facial showing that a particular issue was litigated, the burden falls to the nonmoving party to show that the record before the court did not establish that the issue was in fact litigated. See Macris & Assocs., Inc. v. Images & Attitude, 941 P.2d 636, 640-41 (Utah Ct.App.1997) (<HOLDING>); Mel Trimble Real Estate v. Monte Vista Ranch, Options: A. recognizing that the burden on summary judgment shifts to the nonmoving party once the moving party has met its initial responsibility of showing the absence of a triable issue of fact and that the moving party is entitled to summary judgment if the nonmoving party fails to make a sufficient showing on an essential element of the case B. holding that burden was on nonmoving party to show issue was not litigated where moving party presented arbitrators order showing issue had been litigated C. holding that once the moving party meets its burden the nonmoving party is obliged to produce evidence in response D. holding that all matters litigated or which could have been litigated in al foreclosure action are forever at rest E. holding that trial by consent requires that the parties actually recognize the issue to have been litigated

assistant: The best answer is B. holding that burden was on nonmoving party to show issue was not litigated where moving party presented arbitrators order showing issue had been litigated
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement shall be submitted to and decided by binding arbitration in the County of New York before a single arbitrator selected jointly by the parties, or, if the parties cannot agree on the selection of the arbitrator, as selected by the American Arbitration Association. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted in accordance with the National Rules for the Resolution of Employment Disputes as well as any requirements imposed by state law. Any arbitral award determination shall be final and binding upon the parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will be governed by and interpreted under New York law, without regard to the choice of law provisions thereof. Any and all actions arising out of this Agreement shall be brought and heard in the state and federal courts located in Nassau County, New York and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any such courts. THE COMPANY AND THE EXECUTIVE HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS AGREEMENT OR ANY AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY HEREFROM AND REPRESENT THAT THEY HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE OR HAVE CHOSEN VOLUNTARILY NOT TO DO SO SPECIFICALLY WITH RESPECT TO THIS WAIVER.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (quoting Restatement (Second) Of Agency § 217C (1957); RESTATEMENT (SECOND) Of TORTS § 909 (1979)). The Court did not establish a standard for determining when an employee is acting in a “managerial capacity” but stated that “an employee must be important, but perhaps need not be the employer’s top management, officers, or directors.” Id., at 543, 119 S.Ct. at 2128 (internal quotation marks omitted). “ ‘In making this determination, the court should review the type of authority that the employer has given to the employee, the amount of discretion that the employee has in what is done and how it is accomplished.’ ” Id. (quoting 1 L. Schlueter & K. Redden, Punitive Damages, § 4.4(B)(2)(a), p. 181 (3d ed.1995)); see also Bruso v. United Airlines, Inc., 239 F.3d 848, 860 (7th Cir.2001) (<HOLDING>); Romano v. U-Haul Int’l, 233 F.3d 655, 669-70 Options: A. holding that when an employee was removed from his managerial responsibilities overseeing news operations and was reassigned at the same salary to a regular news shift that he suffered a constructive discharge because he was stripped of his prior managerial functions and left with no more responsibility than the newscasters that he had previously supervised B. holding that beeause the actions an employee takes to find work themselves cannot be evidence of their own reasonableness looking solely at the employee plaintiffs efforts to find work would convert the mitigation test into a subjective one C. holding that a jury could find that a departmental manager who oversaw the cleaning and provisioning of planes at ohare international airport supervised numerous employees assigned work mediated disputes and investigated allegations of wrongdoing was working in a managerial capacity even though he had to seek approval from a superior prior to demoting an employee D. holding that fact issue raised when brown presented evidence that he was supervised by employee of his original employer and received instructions from that employee while working at union oil E. recognizing that a jury reasonably could find based on an employees complaints to a superior that the employee perceived her environment as hostile

assistant: The best answer is C. holding that a jury could find that a departmental manager who oversaw the cleaning and provisioning of planes at ohare international airport supervised numerous employees assigned work mediated disputes and investigated allegations of wrongdoing was working in a managerial capacity even though he had to seek approval from a superior prior to demoting an employee
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: unless explicitly otherwise provided , neither 9gag , inc nor the site make any representation or warranty whatsoever about any third party site that is linked to the site , or endorse the products or services offered on such site .

assistant: None