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: Subject to the terms and conditions set forth herein, the Borrower may request the issuance of, and each Issuing Bank (in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.05) agrees to issue, Letters of Credit for the account of the Borrower or, so long as the Borrower is a joint and several co-applicant with respect thereto, the account of any Restricted Subsidiary, denominated in dollars and in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the account of any Restricted Subsidiary as provided in the first sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement (including paragraphs (d) and (f) of this Section), to be a Letter of Credit issued hereunder for the account of the Borrower. Notwithstanding anything contained in any letter of credit application furnished to any Issuing Bank in connection with the issuance of any Letter of Credit, (i) all provisions of such letter of credit application purporting to grant liens in favor of the Issuing Bank to secure obligations in respect of such Letter of Credit shall be disregarded, it being agreed that such obligations shall be secured to the extent provided in this Agreement and in the Security Documents, and (ii) in the event of any inconsistency between the terms and conditions of such letter of credit application and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Consent, when delivered hereunder, will have been duly executed and delivered by each Loan Party that is party hereto. This Consent constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party that is party hereto in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

assistant: Binding Effects
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: applicable to the fourth element of a prima facie case of discrimination in the context of a RIF are not fully defined. See Beaird, 145 F.3d at 1166. Although “evidence that an employer fired qualified older employees but retained younger ones in similar positions is sufficient to create a rebuttable presumption of discriminatory intent,” Branson v. Price River Coal Co., 853 F.2d 768, 771 (10th Cir.1988), questions such as “whether a single younger employee retained in a similar position is sufficient to establish the fourth element, or how similar a position must be in order to be relevant under Branson,” remain unanswered. Beaird, 145 F.3d at 1166. See Stone v. Autoliv ASP, Inc., 210 F.3d 1132, 1137-38 (10th Cir.2000); Krause v. Dresser Indus. Inc., 910 F.2d 674, 677 (10th Cir.1990) (<HOLDING>). “To make a comparison demonstrating Options: A. holding that when a 56year old employee was replaced by a 40year old employee this qualified as someone substantially younger for the purposes of establishing a prima facie case B. holding that proof that an employer fired an employee three months after the employee filed a charge of discrimination sufficed to state a prima facie case of causation C. holding in a rif context that the fourth prima facie element is satisfied if the plaintiff can show that he was discharged while the company retained someone younger D. holding that a prima facie case is subject to independent review E. holding prima facie case established where employer fired fiftytwo year old accountant pursuant to rif but retained one younger employee in similar position

assistant: The best answer is E. holding prima facie case established where employer fired fiftytwo year old accountant pursuant to rif but retained one younger employee in similar position
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 words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.

assistant: Interpretations
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: Upon the termination of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

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: Id. at 300. 7 . "Peace officer" is defined by Texas Penal Code § 1.07 and includes "a person elected, employed, or appointed as a peace officer under Article 2.12, Code of Criminal Procedure ... or other law.” Tex. Penal Code Ann. § 1.07(36); see also Villafranca, No. 3:06-CV-0806, slip op. at 1 ¶ 2. 8 . See Villafranca, No. 3:06-CV-0806, slip op. at 2 ¶ 9. 9 . See id. at 3 ¶ 13. Villafranca argues that the agents' initial detention of the patrons and the agent's initial attempt to search Villafranca were unlawful. We find that these arguments lack merit. The Supreme Court has held that officers may "detain an occupant of the place to be searched” and may use "reasonable force to effectuate the detention.” Muehler v. Mena, 544 U.S. 93, 98-99, 125 S.Ct. 1465, 161 L.Ed.2d 299 (2005) (<HOLDING>). Cf. Williams v. Kaufman County, 352 F.3d 994, Options: A. holding that where officer drew his gun ordered driver out of truck patted him down for weapons and detained him for fifteen minutes until dea agent arrived and suspects vehicle was then searched by dea agent detention was an investigatory stop that required only reasonable suspicion of criminal activity B. recognizing that an officer must have a reasonable articulable suspicion that the person has been is or is about to be engaged in criminal activity to frisk an individual for weapons and must have probable cause to conduct a further seizure C. holding that a twohour detention in handcuffs of a person present at an address being searched for weapons related to gang activity was reasonable D. holding enhancement not appropriate because of two and onehalf month lapse between the criminal activity and the discovery of the weapons and no evidence that weapons were present when defendant committed charged offense E. holding that inherent in the authorization to detain an occupant of the place to be searched is the authority to use reasonable force to effectuate the detention

assistant: The best answer is C. holding that a twohour detention in handcuffs of a person present at an address being searched for weapons related to gang activity was reasonable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the Subsidiaries of Seller at the date hereof are listed on Schedule 3 to this Agreement. All Indebtedness of each Seller Party and Servicer (other than Indebtedness created pursuant to this Agreement) is listed on Schedule 5 to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party shall, and shall cause each of its respective Restricted Subsidiaries to, maintain proper, complete and consistent books of record with respect to such Person’s operations, affairs, and financial condition. From time to time upon reasonable prior notice, each Credit Party shall, and shall cause each of its respective Restricted Subsidiaries to, permit the Administrative Agents (or any Lender only if accompanying an Administrative Agent), at such reasonable times and intervals and to a reasonable extent and under the reasonable guidance of officers of or employees delegated by officers of the Restricted Entities, to, subject to any applicable confidentiality considerations, examine and copy the books and records of the Restricted Entities, to visit and inspect the Property of the Restricted Entities, and to discuss the business operations and Property of the Restricted Entities with the officers and directors thereof; provided that, unless an Event of Default has occurred and is continuing, the Restricted Entities shall bear the costs of only one such visit and inspection per fiscal year.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that if Employee claims that the release in Section 9 is unlawful, invalid or unenforceable, and such release is held to be unlawful, invalid or unenforceable, any payments made pursuant to Section 2(b) or 2(c) shall be returned to the Company and no further consideration shall be due. If any covenant or agreement is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The parties hereby agree that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The parties consent to the jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to any of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by registered mail, return receipt requested, directed to the party being served at its address set forth on the signature ages to this Agreement (and service so made shall be deemed complete three (3) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts. Each of the Company and the Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding brought in such a court and any claim that suit, action, or proceeding has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT 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: Unless and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent and the other ABL Claimholders shall have the sole and exclusive right, subject to the rights of the ABL Grantors under the ABL Loan Documents, to adjust settlement for any insurance policy covering the ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the ABL Priority Collateral. Unless and until the Discharge of ABL Obligations has occurred, and subject to the rights of the ABL Grantors under the ABL Loan Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the ABL Priority Collateral shall be paid to the ABL Collateral Agent for the benefit of the ABL Claimholders pursuant to the terms of the ABL Loan Documents (including for purposes of cash collateralization of letters of credit) and thereafter, if a Discharge of ABL Obligations has occurred, and subject to the rights of the ABL Grantors under the Term Loan Documents, the balance of such proceeds shall be paid to the Term Loan Collateral Agent for the benefit of the Term Loan Claimholders to the extent required under the Term Loan Documents and then, if a Discharge of Term Loan Obligations has occurred, any remaining balance shall be paid to the ABL Grantors, their successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same. Until the Discharge of ABL Obligations has occurred, if the Term Loan Collateral Agent or any other Term Loan Claimholder shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in respect of ABL Priority Collateral in contravention of this Agreement, then it shall segregate and hold in trust and forthwith pay such proceeds over to the ABL Collateral Agent in accordance with the terms of Section 4.2.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to the notices required by Section 5(b) hereof, Grantors will advise the Lender promptly, but in no event later than thirty (30) days after the occurrence thereof, in reasonable detail, (i) of any Lien or claim made or asserted against any of the Collateral that is not expressly permitted by the terms of the Credit Agreement, and (ii) of the occurrence of any other event which would have a material adverse effect on the aggregate value of the Collateral or on the validity, perfection or priority of the Security Interests.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was inconsistent with his obligations as a debtor-in- possession and merited a finding of mismanagement sufficient to justify the appointment of a Chapter 11 Trustee. This Court was unimpressed by the Debtor’s post hoc justification for his violation of his fiduciary obligations and his diversion of estate assets. At the October 15th hearing, the Debtor argued that his purchase of the WSFS Claim resulted in a net benefit to his estate that should inoculate his bad acts. Whether or not his purchase of the WSFS Claim resulted in a net benefit to his estate is irrelevant. See, e.g., In re Free, 466 B.R. 48, 54 (Bankr.W.D.Pa.2012) (refusing to credit debtor’s “no harm, no foul” defense to alleged misconduct); In re Johnson, Bky. No. 05-14164, 2009 WL 65246, *13 (Bankr.D.Del. Jan. 9, 2009) (<HOLDING>); In re Coram Healthcare Corp., 271 B.R. 228, Options: A. holding that the purpose of the bankruptcy codes avoidance provisions is to prevent a debtor from making transfers that diminish the bankruptcy estate to the detriment of creditors B. recognizing that noncompliance with bankruptcy codes disclosure requirements may not be excused by a no harm no foul defense C. holding no irreparable harm and thus no jurisdiction where no existing employeeemployer relationship D. holding that trial court abused its discretion in ordering disclosure of informants identity based solely on defense counsels unsworn representations that disclosure would be relevant and helpful to his defense E. holding that no seizure occurred where officers boarded bus and began questioning passengers gave passengers no reason to believe that they required an answer and tjhere was no application of force no intimidating movement no overwhelming show of force no brandishing of weapons no blocking of exits no threat no command not even an authoritative tone of voice

assistant: The best answer is B. recognizing that noncompliance with bankruptcy codes disclosure requirements may not be excused by a no harm no foul defense
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: is virtually unrestricted, which is not what the Legislature intended. Id. at 588 (internal quotations and citations omitted). The court stated that while TDCJ did “use” various drugs and medical equipment in treating the inmate, it is not sufficient for waiver purposes “that some property is merely involved.... Using that property must have actually caused the injury.” Id. The court concluded that the property used on the inmate here might have furnished the condition that made his injury possible, but they did not hurt the inmate or make him worse in and of themselves. Id. Several intermediate courts of appeals have followed these more recent cases in limiting Salcedo and its progeny. See Anderson v. City of San Antonio, 120 S.W.3d 5, 6-9 (Tex.App.-San Antonio 2003, pet. denied) (<HOLDING>); Kelso v. Gonzales Healthcare Sys., 136 S.W.3d Options: A. holding that obstetrician who consulted with patients treating physician by telephone was not in physicianpatient relationship and therefore owed no duty to patient obstetrician did no more than answer professional inquiry of colleague and did not contact examine or treat patient B. holding that a psychiatrist had no duty to detain a patient who killed himself and injured his wife because the patient was outside of the scope of the facilitys range of observation and control even when the psychiatrist agreed to treat the patient the patient had suicidal tendencies and the psychologist took the patient into custody but then later permitted him to leave C. holding that sanction of removal for nursing home attendant who was found to have hit patient suffering from dementia should be reduced to penalty of sixmonth suspension because act of hitting patient was isolated instance in which patient was aggressor D. holding that no physicianpatient relationship between doctor who gave informal opinion over telephone at request of treating physician and minor patient whose case was discussed and thus doctor did not owe duty of care to patient E. holding there was no waiver when emts performed two electrocardiogram tests determined patient did not need further care and patient later died of heart attack because patients death was caused by cardiac condition and emts negligence not by use of electrocardiogram machine

assistant: The best answer is E. holding there was no waiver when emts performed two electrocardiogram tests determined patient did not need further care and patient later died of heart attack because patients death was caused by cardiac condition and emts negligence not by use of electrocardiogram machine
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 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW JERSEY TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW JERSEY WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

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: that strict scrutiny apply. The question is “whether the [government action] imposes any burden on the free exercise of appellant’s religion.” Sherbert v. Verner, 374 U.S. 398, 403, 83 S.Ct. 1790, 10 L.Ed.2d 965 (1963). We need not ask whether Bronx Household is “substantially burdened” because the government action here, in specifically targeting religious conduct, is not neutral and not generally applicable. See, e.g., Thomas v. Review Bd., 450 U.S. 707, 718, 101 S.Ct. 1425, 67 L.Ed.2d 624 (1981); Sherbert, 374 U.S. at 403, 83 S.Ct. 1790; Tenafly Eruv Assoc. v. Borough of Tenafly, 309 F.3d 144, 170 (3d Cir.2002) (“[T]here is no substantial burden requirement when government discriminates against religious conduct.”); Brown v. Borough of Mahaffey, 35 F.3d 846, 849-50 (3d Cir.1994) (<HOLDING>). As the district court found, “the unopposed Options: A. holding that an individual is immune from antitrust liability for exercising first amendment right to petition the government B. holding that requiring plaintiffs to show a substantial burden from nonneutral government actions would make petty harassment of religious institutions and exercise immune from the protection of the first amendment C. holding that religious exercise is any exercise of religion whether or not compelled by or central to a system of religious belief and that the use building or conversion of real property for the purpose of religious exercise shall be considered religious exercise D. holding that the defendant countys two denials of variance permits under the circumstances had to a significantly great extent lessened the prospect of the religious institution being able to construct a temple in the future thus imposing a substantial burden on the religious institutions religious exercise E. recognizing a religious institutions right to free exercise of religion

assistant: The best answer is B. holding that requiring plaintiffs to show a substantial burden from nonneutral government actions would make petty harassment of religious institutions and exercise immune from the protection of the first amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a maid, and that she had heard about the facts of the case. According to Dunaway, if [M.B.] had divulged this information, his trial counsel would have removed her by a for-cause challenge or by exercising a peremptory strike. “Dunaway’s collateral counsel did not ask [trial counsel] if they would have removed [M.B.] if she had disclosed this information. Moreover, the trial record indicates that [M.B.] served as an alternate juror and was excused before the jury’s guilt phase deliberations began. Dunaway presented no evidence [M.B.] discussed her past associations with Mr. Whigham with members of his jury. If, for some reason, [M.B.] failed to answer questions during voir dire it would not have caused Dunaway to be prejudiced. See Reeves v. State, 807 So.2d 18, 32 (Ala.Crim.App.2000) (<HOLDING>). “The Court finds that this, allegation of Options: A. holding that the defendant was not prejudiced when an ill juror after deliberations began left the other jurors accompanied by the trial judge to see a physician B. holding statute stating that judge could excuse jurors was violated when jury commissioners excused jurors C. holding no extrinsic evidence was brought into jury deliberations when in drug case two jurors discussed their personal life experiences with crack cocaine D. holding that prospective jurors should have been excused for cause because they did not affirmatively state that their bias against the plaintiffs would not affect their ability to render an impartial verdict E. holding there was simply no possibility reeves was harmed by jurors failure to recall their remote connections with reeves and the victim because both were excused before jury deliberations began andthere was no evidence they informed other jurors about their connections with the case

assistant: The best answer is E. holding there was simply no possibility reeves was harmed by jurors failure to recall their remote connections with reeves and the victim because both were excused before jury deliberations began andthere was no evidence they informed other jurors about their connections with the case
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 the termination of this Agreement pursuant to Section 5 hereof, the agreements and obligations of the Parties in this Section 6 and Section 5.06 shall survive such termination and shall continue in full force and effect in accordance with the terms hereof.

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 case excerpt and choose the best holding from the options. Case excerpt: of the American people and the English common law to define the parameters of “fundamental” rights). Among those interests lying at the core of parents’ rights to raise and care for their own children is the right to control their children’s companions and associations. In concurring with the plurality’s decision in Troxel, Justice Souter explained the importance of a parent’s control over a child’s personal associations: “The strength of a parent’s interest in controlling a child’s associates is as obvious as the influence of personal associations on the development of the child’s social and moral character. Whether for good or for ill, adults not only influence but may indoctrinate children, and a choice about a child’s social companions is not essentially differen 5, 45 S.Ct. 571 (<HOLDING>); Wisconsin v. Yoder, 406 U.S. at 233, 92 S.Ct. Options: A. recognizing parents fundamental liberty interest in the care custody and management of their children B. recognizing that pjarents have a fundamental liberty interest protected by both the florida and federal constitutions in determining the care and upbringing of their children C. holding that a parents right to control a childs upbringing is a fundamental liberty interest under the fourteenth amendment D. recognizing liberty of parents to direct the upbringing and education of children under their control as against law compelling publicschool attendance E. holding that liberty includes the right of parents to establish a home and bring up children and to control the education of their own

assistant: The best answer is D. recognizing liberty of parents to direct the upbringing and education of children under their control as against law compelling publicschool attendance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity.

assistant: Specific Performance
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 constitutes the entire agreement among the Parties and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all of the Parties. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Credit Party will, without Agent’s consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for compromises, adjustments, returns, discounts, credits and allowances in the Ordinary Course of Business.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a class action, on behalf of all persons who purchased Schlotz-sky’s stock during the relevant period. That class would', presumably, include any named plaintiffs who did not expressly sign on to the Motion to Amend. 7 . Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962). 8 . Id. 9 . See, e.g., Martin’s Herend Imports, Inc. v. Diamond & Gem Trading United States Co., 195 F.3d 765, 771 (5th Cir.1999). 10 . See, e.g., Rolf v. City of San Antonio, 77 F.3d 823, 828-29 (5th Cir.1996) ("The district court’s order does not state its reasons for denying leave. Our review of the record reveals no substantial reason to deny leave to amend. Appellants should have been granted leave to file an amended complaint.”); Halbert v. City of Sherman, 33 F.3d 526, 529-30 (5th Cir.1994) (<HOLDING>). 11 . Compare Price v. Pinnacle Brands, Inc., Options: A. holding that delay of eleven months did not justify denial of leave to amend B. holding that futility is among the reasons for denying leave to amend a complaint C. holding that denial of leave to amend is error in the absence of justifying reasons D. holding that a justifying reason must be apparent for denial of a motion to amend E. recognizing several reasons to deny leave to amend a complaint

assistant: The best answer is C. holding that denial of leave to amend is error in the absence of justifying reasons
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: not consider this issue in conducting its merger analysis. Therefore, we are bound by our precedent. 16 . To establish the sort of concealment money laundering involved in "Wilkes, the government was required to prove that the defendant: [1] knew that money being used in a financial transaction was the “proceeds of some form of unlawful activity,” and [2] then conducted a financial transaction with such proceeds; [3] "to conceal or disguise the nature, the location, the source, the ownership, or the control of the proceeds.” 18 U.S.C. § 195 6(a)( 1 )(B)(i) (emphasis added). Because ) (applying the presumption that "proceeds” means “gross receipts” unless there is adequate legislative history to rebut the presumption); United States v. Fishman, 645 F.3d 1175, 1193-94 (10th Cir.2011) (<HOLDING>); United States v. Demarest, 570 F.3d 1232, Options: A. recognizing that an advisory opinion is one that offers an opinion on a moot issue B. holding in light of the fractured nature of santos that the opinion is confined to its factual setting so that proceeds means profits only where an illegal gambling operation is involved C. holding that the weight given to a treating physicians opinion is limited if the opinion consists only of conclusory statements D. holding that an expert opinion on a question of law is inadmissible E. holding that the weight given a treating physicians opinion is limited if the opinion consists only of conclusory statements

assistant: The best answer is B. holding in light of the fractured nature of santos that the opinion is confined to its factual setting so that proceeds means profits only where an illegal gambling operation is involved
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: Federal Circuit upheld this Court’s decision in Barnett v. Brown, 83 F.3d 1380 (Fed.Cir.1996), aff'g 8 Vet.App. 1 (1995), concluding that the Board must preliminarily decide that new and material evidence has been presented in a ease it has previously adjudicated, before addressing the merits of the claim. Barnett, 83 F.3d at 1383. This is a mandatory jurisdictional requirement. 38 U.S.C. § 5108. Moreover, once the Board finds that no such evidence has been offered, that is where the analysis must end. Barnett, 8 Vet.App. at 4. The Board’s review of the evidence of record is necessary to determine whether new and material evidence has been submitted, but a “review [of] the former disposition of the claim” (§ 5108, supra) by the Board is beyond its jurisdiction. Barnett, 83 F.3d at 1384 (<HOLDING>); see also McGinnis v. Brown, 4 Vet.App. 239, Options: A. holding that the united states court of federal claims does not have jurisdiction over a new claim or a claim of different scope that was not previously presented and certified to the contracting officer for decision B. holding that material submitted by appellant that is cumulative of evidence previously of record is not new C. holding that taxpayer could not have presented substantive due process claim to the board of assessment review because of the limited jurisdiction of that board D. holding that the court did not have jurisdiction to consider an argument not presented to the board in a motion for reconsideration E. holding that the board does not have jurisdiction to consider a claim which it previously adjudicated unless new and material evidence is presented

assistant: The best answer is E. holding that the board does not have jurisdiction to consider a claim which it previously adjudicated unless new and material evidence is presented
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR RELATING TO THIS AGREEMENT.

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: you further represent and warrant that you will carefully safeguard your password , user name , and account information , will not share your password or user name with any third party , and will not allow any third party to access your duolingo english test account for any purpose .

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: conclusion supported by the evidence; there was fraud as a matter of law. 2. Legal and Equitable Bases for J.N.O.V. a) Res Judicata and Related Doctrines Marshak has always contended in this case that Treadwell’s counterclaim for cancellation is precluded by prior litiga-tions. This Court has repeatedly rejected this argument because Marshak has cited only one prior case in which Treadwell was a party-in-interest, The Drifters, Inc. v. Thomas, et al., Index No. 27336/1971 (N.Y.Sup.Ct.), which was dismissed because of Treadwell’s failure to provide adequate discovery. See Trans, at 435-38. No issue was actually litigated in that case and there was no judgment on the merits. See Maitland v. Trojan Electric & Machine Co., Inc., 65 N.Y.2d 614, 491 NY.S.2d 147, 480 N.E.2d 736 (1985)(<HOLDING>); see also 7B N.Y. C.P.L.R. (McKinney’s) § 5013 Options: A. holding that dismissal for failure to comply with discovery orders is on the merits B. holding that under new york law a dismissal for failure to comply with discovery obligations is not a judgment on the merits and does not bar a subsequent suit involving the same parties and issues C. holding that a dismissal on limitations grounds is a judgment on the merits D. holding that a divorce granted at a foreign consulate in new york was not valid for immigration purposes because it did not comply with new york law E. holding that a prior suit and a subsequent suit between the same parties did not involve the same claim because the evidence necessary to sustain the subsequent suit was insufficient to entitle the plaintiff to relief in the prior suit

assistant: The best answer is B. holding that under new york law a dismissal for failure to comply with discovery obligations is not a judgment on the merits and does not bar a subsequent suit involving the same parties and issues
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: evidence and reverse only if the evidence compels a contrary conclusion.” Singh v. Gonzales, 439 F.3d 1100, 1105 (9th Cir.2006). Under this pre-REAL ID Act standard of review, the Immigration Judge (“IJ”) or BIA “must identify specific, cogent reasons for an adverse credibility finding” and the reasons must “strike at the heart of the claim.” Id. (internal quotation marks and citation omitted). Substantial evidence supports the adverse credibility determination in Yao’s case. There were significant discrepancies in the evidence regarding the length of Yao’s detention, where he was detained at night, and the chain of events that occurred when he arrived at the police station. These discrepancies go to the heart of Yao’s claim. See Chebchoub v. INS, 257 F.3d 1038, 1043 (9th Cir.2001) (<HOLDING>). Yao’s declaration states that he was detained Options: A. holding that appellants complaint on appeal that the environment was coercive did not change the fact that he was not in custody when he voluntarily went to the police station was told several times he could leave and did leave after the interrogation B. holding that discrepancies regarding the events leading up to petitioners departure and the number of times he was arrested went to the heart of his claim C. holding that a driver was an independent contractor where he had unfettered discretion to determine the days and times he worked with no minimum or maximum number of hours or days imposed by the defendant D. holding that when defendant was guilty of burglary but the only evidence that he was armed was from his own statement existence of the firearm went only to the degree of the offense and was not as an element of proof E. holding that earlier events set the stage for what followed and that factual disputes regarding those events were material

assistant: The best answer is B. holding that discrepancies regarding the events leading up to petitioners departure and the number of times he was arrested went to the heart of his claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party shall comply with all applicable laws, rules, regulations and governmental orders, now or hereafter in effect, relating to its performance under this Agreement. For the avoidance of doubt, neither this Agreement nor the Biglari Entities' performance of Services hereunder is intended to cause the Biglari Entities to become subject to, or render the Biglari Entities responsible for compliance with, any laws, rules and regulations, including, without limitation, the federal securities laws, applicable to BH and as to which the Biglari Entities are not otherwise subject.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an agency should receive for its interpretation of a statute in Chevron U.S.A., Inc. v. Natural Resources Defense Council Inc., 467 U.S. 837, 104 S.Ct. 2778, 81 L.Ed.2d 694 (1984). If the “intent of the Congress is clear, that is the end of the matter; for the court, as well as the agency, must give effect to the unambiguously expressed intent of Congress.” Id. at 842-43, 104 S.Ct. at 2781. When the statute is silent or ambiguous, the court must determine whether the agency’s interpretation is grounded in a permissible construction of the statute. Id. at 843, 104 S.Ct. at 2782. In interpreting § 401, the Forest Service is not entitled to any agency deference because the EPA, not the Forest Service, administers the CWA. Baptist Hosp. East. v. Sullivan, 823 F.Supp. 424, 427 (W.D.Ky.1993) (<HOLDING>). An agency that interprets a statute other Options: A. holding regulations entitled to chevron deference B. holding that chevron deference is due only when the agency acts pursuant to delegated authority C. holding that a precondition to chevron deference is congressional delegation of administrative authority D. holding that with respect to domestic bridges the general bridge authority act was clearly intended to end piecemeal congressional supervision of bridge construction by delegation of congressional authority to an expert administrative agency E. recognizing the delegation of authority to the united states attorneys

assistant: The best answer is C. holding that a precondition to chevron deference is congressional delegation of administrative authority
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: provided substantial evidence establishing a prima facie case that the primary significance of the applicant’s composite mark is geographic, namely that the mark primarily signifies Venice, Italy. In response to the examiner’s prima facie case, the applicant argues that the strongest part of the proposed mark is its previously registered and incontestable service mark, “SAVE VENICE.” Accordingly, Save Venice contends that consumers would associate the proposed mark with the fundraising activities of Save Venice, rather than with the city of Venice as a geographical origin for the goods. We disagree. A registered mark is incontestable only in the form registered and for the goods or services claimed. See In re Merrill Lynch, 828 F.2d 1567, 1568, 4 USPQ2d 1141, 1141 (Fed.Cir.1987) (<HOLDING>); In re Bose Corp., 772 F.2d 866, 873, 227 USPQ Options: A. holding incontestable mark durango for cigars insufficient to establish distinctiveness of durango for chewing tobacco B. holding that a failure to update sexoffender registration should not be considered a minor or technical offense when committed as part of a more general course of conduct that demonstrates a deliberate general unwillingness to comply with the sex offender registration requirements C. holding evidence was legally insufficient to support conviction for violation of sex offender registration requirement D. holding applicants incontestable registration of a service mark for cash management account did not automatically entitle applicant to registration of that mark for broader financial services E. holding that sex offender registration and notification do not constitute punishment

assistant: The best answer is D. holding applicants incontestable registration of a service mark for cash management account did not automatically entitle applicant to registration of that mark for broader financial services