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 case excerpt and choose the best holding from the options. Case excerpt: conduct. See 18 U.S.C. § 3553(a)(2). In imposing a particular sentence, the court must also consider the nature and circumstances of the offense, the history and characteristics of the defendant, the kinds of sentences available, the applicable guidelines range, the pertinent policy statements of the Sentencing Commission, the need to avoid unwarranted sentencing disparities, and the need to provide restitution to victims. Id. § 3553(a)(1), (3)-(7). We ordinarily expect a sentence within the Guidelines sentence range to be reasonable. United States v. Hunt, 526 F.3d 739, 746 (11th Cir.2008). A sentence imposed well below the statutory maximum penalty, as is the case here, is another indicator of a reasonable sentence. See United States v. Gonzalez, 550 F.3d 1319, 1324 (11th Cir.2008) (<HOLDING>). The weight accorded any specific § 3553(a) Options: A. holding that the sentence was reasonable in part because it was well below the statutory maximum B. holding sentences need only be below the statutory maximum C. recognizing a claim that the sentence exceeded the statutory maximum D. holding a sentence 110 the length of the 20year statutory maximum sentence was reasonable E. holding statutory maximum for prior conviction is the potential maximum sentence defined by the applicable state criminal statute not the maximum sentence which could have been imposed against the particular defendant according to the states sentencing guidelines

assistant: The best answer is A. holding that the sentence was reasonable in part because it was well below the statutory maximum
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The rights and obligations of each Employer under this Agreement shall inure to the benefit of and shall be binding upon them and their respective successors and assigns. As used in this Agreement, the term "successor" shall include any person, firm, corporation, or other business entity which at any time whether by merger, purchase or otherwise acquires all or substantially all of the assets or business of an Employer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached and that the Parties may not have an adequate remedy at Law in the event that any of the obligations of this Agreement were not performed in accordance with its specific terms or otherwise breached. Accordingly, the Parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at Law or in equity, including monetary damages. Each of the Parties hereby further waives (i) any defense in any action for specific performance that a remedy at Law would be adequate, (ii) an award of performance is not an appropriate remedy for any reason at Law or equity, and (iii) any requirement under any Law to post security or a bond or similar undertaking as a prerequisite to obtaining equitable relief.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: make available through the service any material or information that infringes any copyright , trademark , patent , trade secret , right of privacy , right of publicity , or other right of any person or entity or impersonates any other person , including without limitation a supercell employee .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings, both written and oral, with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A true and complete copy of all casualty, directors and officers liability, general liability, product liability and all other types of insurance maintained by the Acquired Companies, together with the carriers and liability limits for each such policy has previously been provided or made available to Buyer. All such policies are in full force and effect, and all premiums with respect thereto have been paid to the extent due. No written notice of cancellation, termination or reduction of coverage has been received by an Acquired Company with respect to any such policy.

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 case excerpt and choose the best holding from the options. Case excerpt: from the debt- or’s request for use of cash collateral; and (3) The court must determine whether the debtor’s adequate protection proposal protects value as nearly as possible against risks to that value consistent with the concept of indubitable equivalence. Martin v. United States (In re Martin), 761 F.2d 472, 476-77 (8th Cir.1985). In addition to reviewing the debt- or’s adequate protection proposal, the court should consider whether there is any reasonable chance of reorganization. If a debtor is engaged in an obviously futile attempt to reorganize, it should not be permitted to jeopardize a creditor’s cash collateral. In re C.F. Simonin’s Sons, Inc., 28 B.R. 707, 711 (Bankr.E.D.N.C.1983). See also Sharon Steel Corp. v. Citibank, N.A., 159 B.R. 165, 172 (Bankr.W.D.Pa.1993) (<HOLDING>). Debtor does not dispute that under the First Options: A. holding that the debtor in possession was liable for civil contempt when he disobeyed the courts order to turn over the cash collateral and violated 11 usc 363 B. holding that debtor could not use cash collateral although objecting creditors were oversecured when business plan was unrealistic and unattainable C. holding transfers of cash totaling 32350000 made by a debtor to an insider creditors company void under the statute D. holding that a creditors security was preserved notwithstanding the bankruptcy of the debtor E. holding that the interest of the public especially the debtor and creditors could limit compensation to a debtors counsel

assistant: The best answer is B. holding that debtor could not use cash collateral although objecting creditors were oversecured when business plan was unrealistic and unattainable
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 HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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: A.D.A. McCauley (or against the defendant). I am free of any disabling prejudice towards the Commonwealth and its attorneys. Considerations other than the law have not and will not influence any of my rulings. I do not fear or favor the Commonwealth or the defendant. A person aware of all the facts and circumstances would not reasonably question my impartiality. “A judge should disqualify himself or herself in a proceeding in which the judge’s impartiality might reasonably be questioned, including but not limited to instances where: (a) the judge has a personal bias or prejudice concerning a party or a party’s lawyer ...” Supreme Judicial Court Rule 3:09, Canon 3(E)(1)(a). Recusal generally is left to the discretion of the trial judge. Haddadv. Gonzalez, 410 Mass. 855,862 (1991) (<HOLDING>). When faced “with a question of [her] capacity Options: A. holding that the trial court did not abuse its discretion by denying the appellants motion for change of judge where the appellant failed to demonstrate actual bias B. holding that isolated statements of judge viewed in the context of a fourteenday trial did not support a claim of bias C. holding that the fact that the judge on remand had presided over the defendants first trial and had expressed the opinion that the victims testimony was highly credible did not support recusal for bias D. recognizing the range of discretion of the trial judge E. holding that a trial judge has discretion to exclude evidence of pending charges and that where the defendant was given a full opportunity outside the presence of the jury to develop a foundation for bias but failed to do so the trial judge did not abuse its discretion

assistant: The best answer is B. holding that isolated statements of judge viewed in the context of a fourteenday trial did not support a claim of bias
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 completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

assistant: No Conflicts
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: never physically entered the trailer to conduct the arrest does not change the fact that an arrest took place inside the home. Although it does not appear that the Eleventh Circuit has directly addressed this issue, “every court that has considered the issue ... has concluded that if the police force a person out of his house to arrest him, the arrest is deemed to have taken place inside his home, and the Payton warrant requirement applies.” Fisher v. City of San Jose, 509 F.3d 952, 959 (9th Cir.2007). In analyzing whether the warrant requirement applies, “it is the location of the arrested person, and not the arresting agents, that determines whether an arrest occurs within a home.” Sharrar v. Felsing, 128 F.3d 810, 819 (3d Cir.1997), rev’d on other grounds, 499 F.3d 199 (3d Cir.2007) (<HOLDING>); see also United States v. Maez, 872 F.2d Options: A. holding that the court did not err in concluding that a defendant was not in custody where he made statements to law enforcement officers in his own home was not physically restrained during the conversation never manifested an intent to terminate the interaction and the officers never indicated to the defendant that they had probable cause to arrest him B. holding the buie prong 1 exception is not available where the arrest took place just outside the home C. holding that arrest took place inside home even though officers did not physically enter residence to place suspect in custody D. holding that arrest warrant permits police to enter residence of person named therein to make arrest E. holding that defendant was not in custody during search of his residence

assistant: The best answer is C. holding that arrest took place inside home even though officers did not physically enter residence to place suspect in custody
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each Other Document (unless and except to the extent expressly provided otherwise in any such Other Document), and all matters relating hereto or thereto or arising herefrom or therefrom (whether arising under contract law, tort law or otherwise) shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by and construed in accordance with the laws of the State of New York. Any judicial proceeding brought by or against any Loan Party with respect to any of the Obligations, this Agreement, the Other Documents or any related agreement may be brought in any court of competent jurisdiction in the State of New York, United States of America, and, by execution and delivery of this Agreement, each Loan Party accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Loan Party hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified or registered mail (return receipt requested) directed to Borrowing Agent at its address set forth in Section 16.6 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America, or, at Administrative Agent’s option, by service upon Borrowing Agent which each Loan Party irrevocably appoints as such Loan Party’s agent for the purpose of accepting service within the State of New York. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of any Agent or any Lender to bring proceedings against any Loan Party in the courts of any other jurisdiction. Each Loan Party waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Each Loan Party waives the right to remove any judicial proceeding brought against such Loan Party in any state court to any federal court. Any judicial proceeding by any Loan Party against any Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of New York, State of New York.

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: Ins. Co., 676 F.2d at 61 (“in this type of case the occurrence takes place when the injuries first manifest themselves”); see also Consulting Engineers, 710 A.2d 82 (applying the first manifestation rule as articulated in D'Auria); Keystone Automated Equipment Co., Inc. v. Reliance Ins. Co., 369 Pa.Super. 472, 535 A.2d 648 (1988) (same); Guaranty Nat. Ins. Co., 109 F.3d 156 (same); Fletcher v. Pennsylvania Prop. & Cas. Ins. Guar. Ass’n, 27 A.3d 299 (Pa.Cmwlth.2011) (same). The cases Appellants rely on where the first manifestation of injury coincides with the identification of the cause of injury are distinguishable, as the correlation in these cases between manifestation of injury and identification of its cause is merely incidental. See D'Auria, 352 Pa.Super. 231, 507 A.2d 857 (<HOLDING>); Consulting Engineers, 710 A.2d 82 (holding Options: A. holding that cause of action accrued no later than date plaintiffs physician advised her to switch from vinyl to latex gloves even though physician did not then discuss latex allergy with her B. holding that patient suffering from the destruction of healthy lung tissue due to physicians failure to diagnose cancer was sufficient for negligent infliction of emotional distress C. holding that the effects of injury caused by a doctors failure to diagnose manifested no later than the date renal failure was discovered by an alternative physician D. holding that the patientphysician privilege does not prevent testimony by a physician as to the fact that he was consulted by a patient on a certain date E. recognizing physician assistant as agent of the supervising physician

assistant: The best answer is C. holding that the effects of injury caused by a doctors failure to diagnose manifested no later than the date renal failure was discovered by an alternative physician
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: 469, 86 S.Ct. 1602, 16 L.Ed.2d 694 (1966)). Mir’s equivocal answer falls far short of being “clearcut” and therefore does not constitute the “unambiguous invocation” that would require custodial officers to cease questioning. Accordingly, although Mir did not expressly waive his right to remain silent at the outset of the interrogation, he implicitly waived that right by continuing to answer the FBI Agents’ questions. Mir’s signing the waiver of rights form at the end of the interrogation, rather than at the beginning, also does not mandate the suppression of Mir’s statements. It is sufficient that Mir was read his rights, and stated that he understood them, at the outset of the interview. See In re Terrorist Bombings of U.S. Embassies in E. Africa, 552 F.3d 177, 209 (2d Cir. 2008) (<HOLDING>). III. ORDER For the reasons stated above, it Options: A. holding that whether waiver form satisfied miranda was immaterial because of the adequacy of the subsequent oral warning B. holding that the failure to sign a miranda form in full does not necessarily invalidate the waiver C. holding that although defendants voluntarily given initial statement was inadmissible because of miranda violation subsequent statement made after careful miranda warnings were given and waiver was obtained was admissible D. holding officers failure to obtain a written waiver from defendant did not render his oral waiver or subsequent confession involuntary E. holding that the warnings in their totality satisfied miranda

assistant: The best answer is A. holding that whether waiver form satisfied miranda was immaterial because of the adequacy of the subsequent oral warning
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 AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER THAN CHOICE-OF-LAW PRINCIPLES AND THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

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: its concern with Plaintiffs’ lack of proof of causation and specific damages when the court entered summary judgment against them on their injurious falsehood/business disparagement and wrongful interference with business relations claims, and Plaintiffs’ testimony at trial failed to further illuminate their assertion that Petta’s statements caused them special damages. Plaintiffs’ testimony about special damages was unsupported by any documentary evidence, including any business operations analysis, tax returns or similar exhibits, or expert testimony, and Plaintiffs’ own con-clusory statements provided little quantifiable evidence of their claimed damages, leaving the jury to speculate regarding special damages. See Gilmore v. Cohen, 95 Ariz. 34, 36-37, 386 P.2d 81, 82-83 (1963) (<HOLDING>). ¶43 Furthermore, the evidence presented does Options: A. holding that the fifth and fourteenth amendments do not entitle a person to a federal remedy for every breach of contract by a state thus unless every breach of every public contract is to be actionable as a violation of constitutional rights it is necessary to distinguish between mere contract rights and constitutional property rights internal citations and quotation marks omitted B. holding that the governments position must have a reasonable basis in both law and fact citations omitted C. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract D. recognizing in a breach of contract ease that the plaintiff in every case should supply some reasonable basis for computing the amount of damage and must do so with such precision as from the nature of his claim and the available evidence is possible citations omitted E. holding that one method of computing damages for a breach of contract is the contract price less the reasonable cost of completion

assistant: The best answer is D. recognizing in a breach of contract ease that the plaintiff in every case should supply some reasonable basis for computing the amount of damage and must do so with such precision as from the nature of his claim and the available evidence is possible citations omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Evans was deprived of due process? (5) Can the trial court use its contempt power to enforce the June 30, 2003 order even though that order is void because the trial court lacked authority to enter it? (6) Can the trial court use its contempt power to enforce the June 30, 2003 order even though Evans established that he has complied with that order to the extent that he can? (7) Can the trial court use its contempt power to enforce the June 30, 2003 order even though that order is vague and ambiguous? III. STANDARD OP REVIEW We review the trial court’s interpretation of applicable statutes de novo. See Johnson v. City of Fort Worth, 774 S.W.2d 653, 655-56 (Tex.1989). In construing a statute, our objective is to determine and give effec c. 282, 518 N.E.2d 1262, 1265 (Ill.Ct.App.1988) (<HOLDING>). The Bexar County Parties assert that, under Options: A. holding nonparty agency had standing to appeal order committing to agencys custody an individual found incompetent to stand trial for capital murder agency asserted trial court lacked authority to issue commitment order B. holding nonparty department of mental health had standing to appeal commitment order regarding person found not guilty by reason of insanity because department had direct interest that was affected by commitment order and because employees of the department conceivably could be held in contempt of court for failing to comply with the order C. holding that probation department employees are not county employees D. holding that because the department of revenue is subordinate to the board of tax review in the decision making process the department is not an adversely affected or aggrieved party having standing to petition for judicial review of the boards order reversing a decision of the department E. holding that mothers failure to appeal prior contempt order precluded her challenge to prior order in appeal from later order entered based upon prior contempt order

assistant: The best answer is B. holding nonparty department of mental health had standing to appeal commitment order regarding person found not guilty by reason of insanity because department had direct interest that was affected by commitment order and because employees of the department conceivably could be held in contempt of court for failing to comply with the order
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 the Administrator determines pursuant to Paragraph (ii) above that the Participant’s Vesting Percentage with respect to the Benefit Amounts including Performance Shares and earnings thereon, is less than one hundred percent (100%), the Administrator shall forfeit all or a portion of such Benefit Amount including Performance Shares plus any earnings thereon by (A) reducing pro rata the Benefit Amounts and Performance Shares by the product (rounded to two (2) decimals) of (I) the Benefit Amounts and (II) the difference between one hundred percent (100%) and the applicable Vesting Percentage and (B) reducing any such earnings by the product (rounded to two (2) decimals) of (I) the amount of such earnings and (II) the difference between one hundred percent (100%) and the applicable Vesting Percentage.

assistant: Forfeitures
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: supervisory official may be liable because he or she created a policy or custom under which unconstitutional practices occurred, or allowed such a policy or custom to continue. [4] [A] supervisory official may be personally liable if he or she was grossly negligent in managing subordinates who caused the unlawful condition or event. [5] [Supervisory liability may be imposed where an official demonstrates “gross negligence” or “deliberate indifference” to the constitutional rights of inmates by failing to act on information indicating that unconstitutional practices are taking place. Wright, 21 F.3d at 501; see Colon v. Coughlin, 58 F.3d 865, 873 (2d Cir.1995); Williams v. Smith, 781 F.2d 319, 323-24 (2d Cir.1986) (citations omitted); McCann v. Coughlin, 698 F.2d 112, 125 (2d Cir.1983) (<HOLDING>). A review of the plaintiffs complaint reveals Options: A. holding that a defendant is not entitled to relief from default judgment because notice to an attorney of filing of motions and orders is constructive notice to the client even when the client did not have actual notice B. holding that a defendant is entitled to credit only for periods in which defendant is in actual or constructive control of jail or prison officials C. holding that because the hospital had no actual or constructive notice that the parties were separated at the time services were rendered the separation exception did not apply D. holding that defendant coughlin had actual or constructive notice of unconstitutional procedures and therefore could not escape personal responsibility E. holding trial court and appellate court erred in requiring defendant to show he had meritorious defense when record established that defendant had filed answer but had no actual or constructive notice of trial setting

assistant: The best answer is D. holding that defendant coughlin had actual or constructive notice of unconstitutional procedures and therefore could not escape personal responsibility
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 (together with the Schedules and Annexes to this Agreement), that certain Mutual Non-Disclosure Agreement, dated as of January 31, 2018, by and between Sonus Networks, Inc. (d.b.a. Ribbon Communications Operating Company) and the Company (the “ Confidentiality Agreement ”), the engagement letter entered into between the Company and the Holder Representative and the certificates and other agreements contemplated hereby and thereby constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated hereby exist between Company, Buyer and Merger Sub, except as expressly set forth in this Agreement, the Confidentiality Agreement and the certificates and other agreements contemplated hereby and thereby. Notwithstanding anything herein or therein to the contrary, the Confidentiality Agreement shall terminate at the earlier of (i) the Effective Time and (ii) the date of its expiration in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term and for a period of five (5) years after the termination or expiration of this Agreement, each Party shall obtain and/or maintain, respectively, at its sole cost and expense, product liability insurance in amounts, respectively, which are reasonable and customary in the U.S. pharmaceutical industry for companies of comparable size and activities at the respective place of business of each Party but in no event less than three million dollars ($3,000,000). All insurance policies reflecting such insurance shall be written on a “per occurrence” or “claims made” basis with an insurance company rated at least A-3 by Best’s rating guide. If requested, each Party shall provide the other with a certificate of insurance and shall keep such policy current. Each Party shall use Commercially Reasonable Efforts to provide the other Party with at least thirty (30) calendar days prior written notice to the other Party of the cancellation or any substantial modification of the terms of coverage. Such product liability insurance shall insure against all liability, including without limitation personal injury, physical injury, or property damage arising out of the manufacture, sale, distribution, or marketing of the Product. Each Party also agrees to waive, and will require its insurers to waive, all rights of subrogation against the other Party, and its directors, officers, employees, and agents on all the foregoing coverages. Each Party shall provide written proof of the existence of such insurance to the other Party upon written request.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 382 U.S. 68 86 S.Ct. 233 15 L.Ed.2d 143 RICHMOND TELEVISION CORPORATIONv.UNITED STATES. No. 420. Supreme Court of the United States November 8, 1965 Robert T. Barton, Jr., for petitioner. Solicitor General Marshall and Acting Assistant Attorney General Roberts, for the United States. On Petition for Writ of Certiorari to the United States Court of Appeals for the Fourth Circuit. Opinion on remand 354 F.2d 410. PER CURIAM. 1 The petition for writ of certiorari is granted. 2 In the light of the representations of the Solicitor General, and an independent examination of the record, we believe that the Court of Appeals for the Fourth Circuit was mistaken in its view that the petitioner's amortization claims for the taxable years 1956 and 1957 were not properly before it. Although the record is not free from ambiguity, we take the Court of Appeals to have based its decision on the ground that the petitioner's amortization claims derived solely from net operating loss deductions carried forward from prior years, and that no additional amortization deductions for 1956 and 1957 were sought. Since we find that the petitioner adequately presented its amortization claims for 1956 and 1957, we vacate the judgment of the Court of Appeals and remand the case to that court for the consideration of those claims, without intimation of any kind as to their merit.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “ Exchange Documents ”) and to issue the Exchanged Securities in accordance with the terms hereof and thereof. The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Exchanged Securities, have been duly authorized by the Board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States, no further filing, consent, or authorization is required by the Company or of its Board of Directors or its shareholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: wherein she informed him of the need for documentary evidence, and that she had several phone conversations with Lin. It does not adopt these as findings, nor does it find that the content of any conversations with Lin were about the substance of the case as opposed to prodding Zhong to finalize arrangements to retain her. The BIA makes no finding that counsel’s preparation for the hearing e Cir.2000). Tf counsel was unprepared to present Lin’s claim, she should have sought to withdraw as counsel, even as late as the date of the hearing. Lin’s right to a full and fair presentation of his claim included the right to have an attorney who would present a viable legal argument on his behalf supported by relevant evidence, if he could find one willing and able to do so. See 8 U.S.C. § 1362 (<HOLDING>); Rios-Berrios v. INS, 776 F.2d 859, 863 (9th Options: A. recognizing right to privately retained counsel B. recognizing a defendants right to dismiss retained counsel in favor of appointed counsel C. recognizing constitutional right to effective counsel D. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel E. recognizing the right to counsel on appeal

assistant: The best answer is A. recognizing right to privately retained counsel
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: v. Larimer & Weld Irrigation Co., 18 Colo. 298, 33 P. 144 (1893); La Junta & Lamar Canal Co. v. Hess, 6 Colo.App. 497, 42 P. 50 (1895). The terms of the Allotment Contract clearly preclude the accrual of benefits derived from the use of CBT water to lands and users outside the boundaries of NCWCD. Thornton was or should have been aware of these contractual conditions at the time it acquired its interest in WSSC. Thus, Thornton is bound by these conditions in accord with the intent of the original parties. Where, as here, the scope of a water right is defined by contract, the general provisions of Colorado water law are not necessarily inapplicable, but their application is subject to the terms of the contract. Merrick v. Fort Lyon Canal Co., 621 P.2d 952, 955-56 & nn. 3, 4 (Colo.1981) (<HOLDING>); see also Estes Park, 677 P.2d at 326-27 Options: A. holding that such provisions are valid B. holding that the hearing provisions of the ina supersede the provisions of the apa C. holding that contract provisions controlled over provisions of plan for augmentation statute section 37923053 D. holding that a contract should be read to give reasonable meaning to all provisions of that contract E. holding that specific statutory provisions take priority over general statutory provisions

assistant: The best answer is C. holding that contract provisions controlled over provisions of plan for augmentation statute section 37923053
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: “desired” factual finding is that she was not involved in a conspiracy with the Chita’s Colombian contacts. We do not believe, however, that such a finding is the “only one rationally supported by the record below.” Rather, the non-hearsay evidence presented at trial makes it plausible that Díaz-Pérez was involved in a conspiracy to distribute cocaine. In fact, Count One of the Indictment charged both defendants with “aiding and abetting each other, and others to this Grand Jury unknown.” Additionally, while the tape recordings between Chita and his Colombian contacts do not mention Díaz-Pérez by name, the Colombian contacts did indicate that the informant would be contacted by a female schoolteacher in Puerto Rico. See United States v. Ortiz, 966 F.2d 707, 716 (1st Cir.1992) (<HOLDING>), cert. denied, — U.S. -, 113 S.Ct. 1005, 122 Options: A. holding that the district courts finding of no discrimination was not clearly erroneous because the finding was supported by the record B. holding that the district courts finding of no discrimination under title vii was not clearly erroneous because the finding was supported by the record C. holding that although there was evidence of discrimination based on race there was insufficient evidence to support a finding of constructive discharge D. holding that a finding of no plain error on direct appeal precludes a finding of prejudice under strickland E. holding that there was no plain error in district courts failure to make an unrequested petrozziello finding because enough evidence existed to support a finding based on a preponderance of the evidence that the codefendants were participating in a conspiracy at the time the statements were made

assistant: The best answer is E. holding that there was no plain error in district courts failure to make an unrequested petrozziello finding because enough evidence existed to support a finding based on a preponderance of the evidence that the codefendants were participating in a conspiracy at the time the statements were made
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 practice of plea bargaining. Other Supreme Court cases sanction by implication a prosecutorial promise of leniency in exchange for truthful testimony. See Delaware v. Van Arsdall, 475 U.S. 673, 679-80, 106 S.Ct. 1431, 89 L.Ed.2d 674 (1986) (concluding that court’s refusal to allow defendant to question witness about dismissed charge violated Sixth Amendment right to confrontation); Roberts v. United States, 445 U.S. 552, 558, 100 S.Ct. 1358, 63 L.Ed.2d 622 (1980) (affirming sentence due in part to defendant’s refusal to cooperate with government in spite of being offered “favorable disposition of his case”); id. at 568, 100 S.Ct. 1358 (Marshall, J., dissenting) (expressly upholding plea bargaining process); Giglio v. United States, 405 U.S. 150, 92 S.Ct. 763, 31 L.Ed.2d 104 (1972) (<HOLDING>). Circuit courts have been more explicit in Options: A. holding prosecutions failure to disclose promise of leniency to witness provided in exchange for that witnesss testimony violated due process B. holding that the fact that a prosecutor afforded favorable treatment to a government witness standing alone does not establish the existence of an underlying promise of leniency in exchange for testimony C. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness D. holding as brady violation prosecutions failure to disclose to defense that prosecution had agreed not to prosecute key witness in exchange for his testimony at trial E. holding that prosecutions duty to present all material evidence to the jury was not fulfilled when it became known the government failed to disclose an alleged promise of leniency made to its key witness in return for his testimony

assistant: The best answer is A. holding prosecutions failure to disclose promise of leniency to witness provided in exchange for that witnesss testimony violated due process
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: 403, 406 (9th Cir.1993)). WCSPA appeals from the denial of its motion to intervene in a case that the district court has since decided, through the Order on Remedy and the subsequent final judgment, from which neither party has appealed. Because the underlying litigation is over, we cannot grant WCSPA any “effective relief’ by allowing it to intervene now. The appeal is therefore moot. See United States v. Ford, 650 F.2d 1141, 1143 (9th Cir.1981) (dismissing as moot an appeal of a denial of a motion to intervene where the underlying litigation was voluntarily dismissed) (“Since there is no longer any action in which appellants can intervene, judicial consideration of the [intervention] question would be fruitless.”); cf. Canatella v. California, 404 F.3d 1106, 1109 n. 1 (9th Cir. 2005) (<HOLDING>). The “capable of repetition, yet evading Options: A. holding that the appellate court should have construed the notice of appeal from the denial of a motion to vacate the judgment as an attempt to appeal from the underlying judgment B. holding that appellate court had jurisdiction over claimants appeal from the denial of his motion for reconsideration separable from underlying judgment despite claimants failure to appeal from the underlying judgment because the reconsideration motion raised changes in the relevant medical criteria C. holding that appeal from denial of rule 60b motion raised for review only the district courts order of denial and not the underlying judgment itself D. holding that an appeal from a denial of a rule 59e motion should have been construed as seeking review of the underlying judgment E. holding that entry of judgment in the underlying litigation does not moot an appeal from a denial of a motion to intervene if one of the parties keeps the underlying litigation live by pursuing an appeal

assistant: The best answer is E. holding that entry of judgment in the underlying litigation does not moot an appeal from a denial of a motion to intervene if one of the parties keeps the underlying litigation live by pursuing an appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that your Service is terminated for any reason upon the occurrence of a Change in Control or within three (3) months thereafter (a “ Termination Event ”), all unvested RSUs will vest immediately prior to the effective date of such Termination Event.

assistant: Change In Control