flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Buyer and Guarantor agree that, effective as of the date hereof, the terms and provisions of the Substitute Guaranty shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Guaranty. This Guaranty is not intended to and shall not constitute a novation or termination of the obligations and liabilities of Guarantor under the Substitute Guaranty and the other Transaction Documents as in effect prior to the date hereof. All obligations and liabilities of Guarantor under the Substitute Guaranty and the other Transaction Documents remain in full force and effect and shall continue as obligations and liabilities of Guarantor under (and shall be governed by the terms of) this Guaranty and the other Transaction Documents. Without limiting the foregoing, upon the effectiveness hereof, all references in the Transaction Documents to the “Guaranty” shall be deemed to refer to this Guaranty.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: incident that happens to constitute sexual assault, we do not imply that to be a matter of public concern an event need rise to the level of criminality. As noted above, the protections of the First Amendment are not so constrained. A matter of public concern is generally “any matter of political, social or other concern to the community.” Morris, 196 F.3d at 110 (quoting Connick, 461 U.S. at 146, 103 S.Ct. 1684). We do not doubt that criminal activity in schools is of “social” or “other” concern to communities. Nor do we doubt that non-criminal activities may also be — depending on their form, context and content — matters of public concern, discussion of which is equally protectable under the First Amendment. See, e.g., Salge v. Edna Indep. Sch. Dist., 411 F.3d 178 (5th Cir.2005) (<HOLDING>). In both the letter and press conference Options: A. holding that if the speech in question does not address a matter of public concern there is no first amendment violation B. holding that the absence of a motivating desire to address a matter of public concern was not dispositive as to whether the speech addressed a matter of public concern C. holding speech about reasons for school principals resignation a matter of public concern D. holding that when a person reports cases of possible patient abuse that speech is a matter of public concern E. holding that a public employees internal memoranda raising concerns about public corruption are protected first amendment speech because they addressed a matter of public concern

assistant: The best answer is C. holding speech about reasons for school principals resignation a matter of public concern
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 terms and subject to the satisfaction of the conditions contained in this Agreement, the closing (“ Closing ”) of the sale and purchase of the Assets contemplated hereby shall take place at the offices of Vinson & Elkins, LLP, 1001 Fannin Street, Suite 2500, Houston, TX 77002-6760, at 10:00 am, local time, within three (3) Business Days after the Bankruptcy Court’s entry of the Sale Order and the satisfaction or waiver of the additional conditions set forth in Sections 7.1 and 7.2 (other than conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by the Parties. The day of Closing is referred to hereinafter as the “ Closing Date .” Except as otherwise expressly provided herein, all proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you have a dispute with zynga , the version of the terms , the community rules , feature terms , and the privacy policy in effect at the time zynga received actual notice of the dispute will apply to such dispute .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart to this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Cir.2000). Examples of BMPs that have been accepted as substitutes for effluent limits include: nutrient management plans for concentrated animal feeding operations, see Waterkeeper All., 399 F.3d at 497, 502, filtration of stormwater runoff from ditches before it enters rivers and streams (by timber companies), and constructing roads with surfacing that minimizes sediment in runoff (by timber companies), see Decker v. Nw. Envtl. Def. Ctr., — U.S. -, 133 S.Ct. 1326, 1338, 185 L.Ed.2d 447 (2013). The narrative standard here is nowhere as specific as any of these examples. Indeed, it requires nothing more of a shipowner than to meet the TBELs. This interpretation is hardly consistent' with the regulations that require WQBELS to ensure compliance. See Auer, 519 U.S. at 461, 117 S.Ct. 905 (<HOLDING>). Third, EPA claims that WQBEL standards will Options: A. holding that deference is owed to an agencys interpretation of its own categorical exclusion regulations so long as that interpretation is not plainly erroneous or inconsistent with the regulation B. holding that an agencys interpretation of its own regulations is controlling unless plainly erroneous or inconsistent with the regulation citation and quotation marks excluded C. holding that courts should defer to agencys interpretation of its own regulations if not plainly erroneous or inconsistent with the regulation D. holding that a secretarys interpretation of a departments regulation is controlling unless plainly erroneous or inconsistent with the regulation E. holding that an agencys interpretation of its own regulations is entitled to deference

assistant: The best answer is C. holding that courts should defer to agencys interpretation of its own regulations if not plainly erroneous or inconsistent with the regulation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THE CONVERTIBLE NOTE, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE CONVERTIBLE (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER VERBAL OR WRITTEN), IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in which the declarant is young, particularly where the statement was made during the child’s first opportunity alone with a trusted adult. See id. (acknowledging that children may stay excited longer than adults); Arnold, 25 M.J. at 132 (statement of 16-year-old rape victim held admissible despite at least a 12-hour lapse between the rape and the statement); United States v. Farley, 992 F.2d 1122, 1126 (10th Cir.1993)(admitting statements of five-year old though one statement was made two hours after the assault and the other at least 12 hours after the assault); Morgan, 846 F.2d at 947 (finding that a four-year old’s three-hour lapse in reporting an assault was “well within the bounds of reasonableness” for an excited utterance); Gross v. Greer, 773 F.2d 116,119-20 (7th Cir.1985)(<HOLDING>); Iron Shell, 633 F.2d at 86 (admitting Options: A. holding that statement must be product of a startling event B. holding that a hearsay statement can itself be considered in first determining if a conspiracy existed when the statement was made C. holding that a defendant waives right to object to a hearsay statement on confrontation grounds when he or she offers the statement D. holding that a lower court properly admitted a fouryear olds hearsay statement although she made it 1215 hours after the startling event E. holding trial court could have found startling event or condition was declarants sustaining an injury or the pain she later experienced

assistant: The best answer is D. holding that a lower court properly admitted a fouryear olds hearsay statement although she made it 1215 hours after the startling event
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: Compensation Act, Mich. Comp. Laws § 418.301(11). The specific provision that Plaintiff relies on states: A person shall not discharge an employee or in any manner discriminate against an employee because the employee filed a complaint or instituted or caused to be instituted a proceeding under this act or because of the exercise by the employee on behalf of himself or herself or others of a right afforded by this act. Mich. Comp. Laws § 418.301(11). Although this language is within Michigan’s workers’ compensation scheme, the state of Michigan’s definition of “workmen’s compensation laws” does not control for purposes of the § 1445(c) limitation. To determine if Plaintiffs claim is one “arising under” the state’s “workmen’s compensation laws,” the court must look to fede Cir.2000) (<HOLDING>), Suder v. Blue Circle, Inc., 116 F.3d 1351 Options: A. holding that texas cause of action for retaliation does arise under its workers compensation laws B. holding that illinois cause of action for retaliation does not arise under its workers compensation laws C. holding the retaliation claim did arise under states workers compensation laws D. holding that 255111 claim does not arise under alabamas workers compensation laws E. holding that missouris cause of action for retaliation does arise under its workers compensation laws

assistant: The best answer is C. holding the retaliation claim did arise under states workers compensation 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: ASSIGNOR also hereby authorizes the respective patent office or governmental agency in each jurisdiction to issue any and all patents or certificates of invention which may be granted upon any of the PATENTS in the name of ASSIGNEE, as the ASSIGNEE to the entire interest therein.

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: Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address as any party may have furnished to the other in writing in accordance with this Section.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This offer letter and the documents referred to in it, including the Employee Invention Assignment and Confidentiality Agreement, constitute our entire agreement and understanding with respect to the terms and conditions of this offer and your employment with Zynga, and supersede any and all prior understandings and agreements, whether oral or written, between or among you and Zynga with respect to these subjects. If any term in this offer letter is unenforceable in whole or in part, the remainder shall remain enforceable to the extent permitted by law.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you hereby consent to the exclusive jurisdiction and venue of courts in massachusetts , usa and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of this website .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: pursuant to 815 ilcs 414/1 .5 ( c ) , for transactions involving tickets to events in illinois , buyers and sellers may elect to submit complaints against one another to the american arbitration association ( `` aaa '' ) under its rules and procedures .

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: of the profits and/or other monetary sanctions.” Am. Compl. ¶ 69; see also Am. Compl. ¶ 123 (stating that Defendants “engaged and participated in a continuous course of conduct to misrepresent, omit to disclose, and conceal material information about the true nature and value of securities of Veras Offshore ... in connection with Gottex’s acquisition of Veras Offshore securities.”). Alternatively, Gottex could have sued to recover rescissionary damages the amount that it alleges was wrongfully withheld when Veras refused to return the full amount of its investment. See, e.g., Clark v. John Lamula Investors, Inc., 583 F.2d 594, 604 (2d Cir.1978) (permitting plaintiff to recover rescissionary damages for Rule 10b-5 claim); Chasins v. Smith, Barney & Co., 438 F.2d 1167, 1173 (2d Cir.1971) (<HOLDING>); Kronfeld v. Advest, Inc., 675 F.Supp. 1449, Options: A. holding that even though the contract limited the buyers remedies to specific performance or a refund of earnest money they were entitled to damages in the amount of the difference between the contract price and the fair market value of the property where the seller thwarted the buyers right to specific performance by selling the property to another at a higher price B. holding damage award resulting from a breach of an agreement to purchase securities is the difference between the contract price and the fair market value of the asset at the time of the breach C. holding that plaintiff was entitled to sue under rule 10b5 for the difference between the price and the value received from the sale of the security where as here the evil is not the price at which plaintiff bought but the fact of being induced to buy D. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach E. holding merely that to the extent a breaching party claims that the appropriate measure of damages is the difference between the contract price and the market price it holds the burden of proving that there is in fact an available market for the goods in issue

assistant: The best answer is C. holding that plaintiff was entitled to sue under rule 10b5 for the difference between the price and the value received from the sale of the security where as here the evil is not the price at which plaintiff bought but the fact of being induced to buy
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 is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, except for, and as provided in, the License Agreement and the Warrants.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Tannenbaum v. United States, 148 F.3d 1262, 1263 (11th Cir.1998). However, we may not “serve as de facto counsel for a party, or ... rewrite an otherwise deficient pleading in order to sustain an action.” GJR Invs., Inc. v. Cnty. of Escambia, Fla., 132 F.3d 1359, 1369 (11th Cir.1998) (citations omitted), overruled on other grounds by Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). The APA provides judicial review of “final agency action for which there is no other adequate remedy in a court.” 5 U.S.C. § 704. An adjustment of status decision is a final agency action when “there are no deportation proceedings pending in which the decision might be reopened or challenged.” Ibarra v. Swacina, 628 F.3d 1269, 1270 (11th Cir.2010) (quotation marks omitted); see id. (<HOLDING>). Under the Mandamus Act, 28 U.S.C. § 1361, a Options: A. holding that the federal district court had no subject matter jurisdiction to review the courts denial of a particular application for admission to the district of columbia bar B. holding that a district court lacks subject matter jurisdiction under the apa to review the denial of an aliens application for adjustment of status where the alien is in removal proceedings C. holding that this court lacks jurisdiction to review denial of motion to continue to pursue adjustment of status if application to adjust status is futile D. holding the district court did not have jurisdiction to review denial of adjustment of status where removal proceedings are pending E. holding that we lack jurisdiction to review a denial of adjustment of status as a discretionary matter

assistant: The best answer is B. holding that a district court lacks subject matter jurisdiction under the apa to review the denial of an aliens application for adjustment of status where the alien is in removal proceedings
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 Release shall become effective upon the occurrence of both of the following events: (i) execution of the Release by the parties; and (ii) expiration of the revocation period applicable under Section 3(d) below without Executive having given notice of revocation. The date of the last to occur of the foregoing events shall be referred to in this Release as the “ Effective Date .” Until and unless both of the foregoing events occur, this Release shall be null and void. Executive understands that Executive will not be given any severance benefits under this Release unless the Effective Date occurs on or before the date that is thirty (30) days following the Transition Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Credit Parties has filed or caused to be filed when due all federal tax returns or extensions and all state and local tax returns or extensions that are required to be filed, and has paid or caused to be paid all Taxes as shown on said returns or any assessment received. The filed returns accurately reflect in all material respects all liability for Taxes of the Credit Parties, as applicable, for the periods covered thereby. Each of the Credit Parties has paid all material Taxes payable by it which have become due, other than those that are being contested in good faith and adequately disclosed and fully provided for on the Unaudited Financial Statements of the Credit Parties in accordance with GAAP. As of the date of this Agreement, none of the Credit Parties’ tax returns are being audited and none of the Credit Parties have been notified of any intention by any taxing authority to conduct such an audit.

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

user: b. The Receiving Party may provide its customers with (i) Safety Data Sheets as defined in Article 31 of REACH, (ii) relevant exposure scenarios, or (iii) other available and relevant information about the substance that is necessary to enable appropriate risk management measures to be identified and applied.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for violations or failures that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each of the Loan Parties and their respective Restricted Subsidiaries has timely filed all United States federal Tax returns and all other Tax returns that are required to be filed and has paid all Taxes (including any Taxes payable in the capacity of a withholding agent) levied on it or its income, profits or Properties, except such Taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP. Except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, no Tax Liens have been filed and no claims are being asserted with respect to any such Taxes. As of the Closing Date, there is no current or proposed Tax audit, Tax assessment, deficiency or other claim against any Loan Party or their respective Restricted Subsidiaries that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Mortgaged Property complies, and Mortgagor shall comply, with all requirements of laws, including requirements of any Federal, State, County, City or other governmental authority having jurisdiction over Mortgagor or the Mortgaged Property, affecting the Mortgaged Property and with all private restrictions and covenants affecting the Mortgaged Property. Mortgagor has obtained all necessary consents, permits and licenses to occupy and operate the Mortgaged Property for its intended purposes.

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: other violent acts reflects society’s concern for protection against criminal behavior. Ordinarily, the public relies on law-enforcement officers to prevent such behavior. Consequently, those officers are entrusted with powers not possessed by the general public, such as the power to arrest and interrogate. When exercising those powers, however, law-enforcement officers are circumscribed by cherished constitutional rights of every citizen. Those rights include freedom from arrest or seizure without probable cause, U.S. Const. amend. IV; N.J. Const. of 1947 art. I, § 7; the right to counsel, U.S. Const, amends. V & VI; N.J Const, of 1947 art. I, § 10; and the right to remain silent when accused of a crime, U.S. Const, amend. V; cf. State v. Hartley, 103 N.J. 252, 281, 511 A.2d 80 (1986) (<HOLDING>). Police may not arrest someone on a mere whim Options: A. recognizing commonlaw privilege against selfincrimination B. holding a suit against an agency of the state is a suit against the state C. recognizing claim against bank receiver D. recognizing puerto rico law creates substantive claim against liability insurer distinct from claim against insured E. recognizing federal constitutional claim against the united states

assistant: The best answer is A. recognizing commonlaw privilege against selfincrimination
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 number of Shares earned as determined under the Performance Schedule will be paid to you only if you become vested in the Shares. You will become vested in the Shares on the Vesting Date provided you do not have a Termination of Affiliation prior to the Vesting Date except as otherwise provided in paragraph 5 of this Performance Shares Award section, and subject to any other forfeiture of Shares under paragraph 9 of this Performance Shares Award section. If you have a Termination of Affiliation prior to the Vesting Date, then except as provided in paragraph 5 of this Performance Shares Award section, you will forfeit all Performance Shares, and will have no right to earn or receive payment of any Shares under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Company and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.07. Notwithstanding the foregoing, transactions with the Charitable Foundation shall in no event be considered to be transactions with an Affiliate.

assistant: Transactions With Affiliates
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: we will either include such service charge on our fee schedule or we will first inform you of the charge and provide you with the choice as to whether you still want us to send you a paper copy .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by and against the Company, its successors and assigns, and Employee, his heirs, beneficiaries, and legal representatives. The Company may assign this Agreement or any rights hereunder, or delegate any obligations hereunder, without the consent of Employee. Employee shall not assign this Agreement or delegate Employee’s obligations hereunder . Employee’s right to receive payments under this Agreement shall not be subject to alienation, anticipation, commutation, sale, assignment, encumbrance, setoff, charge, pledge, offset or hypothecation or to execution, levy, attachment, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

assistant: Benefits
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: counsel at the guilt phase as a motion to expand the certificate of appealability. See Ninth Circuit Rule 22-l(e). We previously provided the State an opportunity to brief the issue and now grant Gallegos’s motion. 15 . Contrary to the State’s contention, Gallegos did not procedurally default his claims that Clark was ineffective for failing adequately to consult an independent expert and for failing adequately to prepare to cross-examine Dr. Bolduc. Gallegos presented these claims in his supplemental petition for post-conviction relief. A copy of that petition was included in an appendix to his petition for review to the Arizona Supreme Court, which “is sufficient to present the issue[s] in a full and fair manner to the state courts.” Scott v. Schriro, 567 F.3d 573, 582 (9th Cir.2009) (<HOLDING>) (citing Insyxiengmay v. Morgan, 403 F.3d 657, Options: A. holding a petitioner accomplished a full and fair presentation of his claims because they were included in a copy of the amended petition for postconviction relief which was attached in the appendix of his petition for review to the arizona supreme court B. holding that untimely petition for postconviction petition divests trial court of jurisdiction C. holding that even where postconviction petitioner reserved the option to file an amended petition in his opening petition simply filing an amended petition is insufficient to request leave to file an amended petition a motion for leave to file an amended petition was required before it was necessary for the district judge to consider the amended petition D. holding that the oneyear statute of limitations was not tolled during the pendency of petition for certiorari to the united states supreme court seeking review of denial of state postconviction relief E. holding that because the defendants challenge to his sentence implicated his plea agreement the defendants request must be construed as a petition for postconviction relief

assistant: The best answer is A. holding a petitioner accomplished a full and fair presentation of his claims because they were included in a copy of the amended petition for postconviction relief which was attached in the appendix of his petition for review to the arizona supreme court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings of the various sections of this Agreement have been inserted for the purpose of convenience only, and those headings will not be deemed in any manner to modify, enlarge or restrict any of the provisions of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment (along with the Lease) sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Amendment or disseminate or distribute any information concerning the terms, details or conditions hereof to any person, firm or entity without obtaining the express written consent of Landlord, except for Tenant’s counsel, accountants, auditors, lenders, investors, successors, assigns, subtenants, brokers and consultants, and only if and to the extent such parties are informed by Tenant of the confidential nature of the Lease and this Amendment and shall agree to act in accordance with the provisions of this Section.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: and a statement that the information in the notification is accurate , and under penalty of perjury , that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the terms and subject to the conditions contained in this Agreement, the Company hereby employs Executive as the Chief Executive Officer and President of the Company, with responsibility for overseeing and directing all operations of the Company, subject to the authority and directives of the Company’s Board of Directors (the “Board”). Executive shall diligently and conscientiously devote his substantial time and attention to the discharge of his duties as Chief Executive Officer and President.

assistant: Employment
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 draft indictments are not sufficient to warrant their withholding. There, however, the defendant’s declaration asserted that “the documents contained] information that ‘could be used as evidence before a Federal Grand Jury’ or ‘may be subpoenaed by a Federal Grand Jury[,]’ ” Citizens for Responsibility, 746 F.3d at 1100 (emphasis in original), whereas here, the defendant contends that information that “would reveal some secret aspect of the grand jury investigation,” including “the identities of witnesses, the substance of testimony, [and] the strategy or direction of the investigation,” Senate of P.R., 823 F.2d at 582, is a directly resulting from a grand jury investigation, the material is not coincidental, and Rule 6(e) applies. See Fund for Constitutional Gov’t, 656 F.2d at 870 (<HOLDING>). The draft indictments are not merely Options: A. holding that right was available in grand jury proceedings B. holding that usual rule 6e secrecy protecting identity of witnesses did not apply to the president because it was already widely known that he had testified in front of the grand jury C. holding that the first amendment protects the right to criticize a grand jury investigation D. holding rule applicable to witness E. holding rule 6e applicable because material was not coincidental to grand jury investigation but rather a direct result of it

assistant: The best answer is E. holding rule 6e applicable because material was not coincidental to grand jury investigation but rather a direct result of it
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 Shareholder has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of the Shareholder, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable 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: (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Final Memorandum, any Issuer Written Information or any other written information used by or on behalf of the Company in connection with the offer or sale of the Securities, or in any amendment or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Memorandum, the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Initial Purchaser through the Representatives specifically for inclusion therein it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Subsection (b) below. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Bank reserves the right to sell participations in or to sell and assign its rights, duties or obligations with respect to the Term Loan to such banks, lending institutions or other parties as it may choose and without the consent of the Borrowers, provided that the Bank shall notify the Borrowers promptly following such participation or assignment. The Bank may furnish any information concerning the Borrowers in its possession from time to time to any assignee or participant (or proposed assignee or participant), provided that the Bank shall notify any such assignee or participant (or proposed assignee or participant) in connection with any contemplated participation in, or assignment of, the Term Loan, that such information is confidential and shall obtain an agreement from such transferee or participant requiring that such transferee or participant treat such information as confidential and use commercially reasonable efforts to maintain the confidentiality of same.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: unsolicited promotions , mass mailings or `` spamming '' , transmission of `` junk mail '' , `` chain letters '' , political campaigning , advertising , contests , raffles , or solicitations ;

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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) as contemplated by the definition of the term “Collateral and Guarantee Requirement,” (ii) such as have been obtained or made and are in full force and effect and (iii) filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to the Company or any Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture or agreement governing any Indebtedness, any material agreement or any other material instrument binding upon the Company or any Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Company or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder, except, in the case of clauses (a) – (c) , to the extent any such violations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset now owned or hereafter acquired by the Company or any Subsidiary, except Liens permitted under the Loan Documents.

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 legal provision and list the applicable contract clause categories. Provision: The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware, without giving effect to principles of conflicts of law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Common Shares and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien (other than a Permitted Lien) upon any of the material properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility or debt instrument (evidencing a Company or Subsidiary debt or otherwise) to which the Company or any Subsidiary is a party or by which any material property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any material property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not reasonably be expected to result in a Material Adverse Effect.

assistant: No Conflicts