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: Seller has the absolute and unrestricted right, power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes a valid, legal and binding agreement of Seller (assuming that this Agreement has been duly and validly authorized, executed and delivered by the other parties hereto), enforceable against Seller in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the latest Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit, (b) be binding upon the Company, its successors and assigns and (c) inure to the benefit of and be enforceable by the Agent and the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, the Agent or any Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Agent or such Lender herein or otherwise, in each case as and to the extent provided in Section 9.07.

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: This Note, together with the Agreement, contains the entire agreement and understanding of the parties , and supersedes all prior and contemporaneous agreements , term sheets, letters, discussions, communications and understandings, both oral and written, which the parties acknowledge have been merged into this Note. No party, representative, advisor, attorney or agent has relied upon any collateral contract, agreement, assurance, promise, understanding, statement or representation not expressly set forth herein. The parties hereby absolutely, unconditionally and irrevocably waive all rights and remedies, at law and in equity, directly or indirectly arising out of or relating to, or which may arise as a result of, any Person’s reliance on any such statement or assurance .

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: Law: The Infringement-Preemption Test, 21 Ariz.L.Rev. 85 (1979). However, this infringement test cannot have the same scope in states, like Idaho, with Public Law 280 jurisdiction as it does in states without it; otherwise the legislation was a meaningless act, something we will not presume Congress intended. Cf. Duluth Lumber, supra (distinguishing cases arising in nonPublic Law 280 jurisdictions). Until the Supreme Court clarifies the confusion it has created, we and all other courts are left to grope our way in the darkness. Hence we must examine the law of both Public Law 280 jurisdictions and that of non-Public Law 280 jurisdictions for whatev with Public Law 280 jurisdiction may not tax personal property located on trust lands); McClanahan v. Arizona State Tax Comm’n, supra (<HOLDING>); Mescalero Apache Tribe v. Jones, 411 U.S. Options: A. holding that net farm income when applied to a producer in the fishing industry means net income from all fishing activity not just that income from a particular commodity and further providing that the regulations make it reasonably clear that the determination of net fishing income is not to be made solely on the basis of tax return information if other information is relevant to determining the producers net income from all fishing sources B. holding that taxpayers failure to follow state requirement that he report change in federal income tax did not except state tax liability from discharge C. holding a state cannot impose an income tax on indians whose income is solely from reservation sources D. holding state may not impose tax on nonindian trader operating on the reservation E. holding that arizona could not impose an income tax on reservation indians

assistant: The best answer is C. holding a state cannot impose an income tax on indians whose income is solely from reservation sources
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 hazardous substances owned or possessed by such person [or] by any other party or entity....” We followed this approach in Cadillac Fair-view/California I, where we said with forcible reasoning: Liability is not limited to those who own the hazardous substances, who actually dispose of or treat such substances, or who control the disposal or treatment process. The language explicitly extends liability to persons “otherwise arranging]” for disposal or treatment of hazardous substances whether owned by the arranger or “by any other party or entity, at any facility or incineration vessel owned or operated by another party or entity.” 41 F.3d at 565 (quoting § 9607(a)(3)) (alteration in original); see also Kalamazoo River Study Group v. Menasha Corp., 228 F.3d 648, 659 (6th Cir.2000) (<HOLDING>). The text of § 9607(a)(3) can also be modified Options: A. holding that an employee may be discharged as a result of an accusation of criminal behavior B. holding that an arranger must have owned or possessed or had the authority to control or duty to dispose of the hazardous materials at issue C. holding without discussion that a cercla arranger must own or possess the hazardous substance at issue D. holding attorney potentially liable for independent torts committed while working for firm E. holding that defendant was potentially liable as an arranger when it discharged hazardous substances into a river

assistant: The best answer is E. holding that defendant was potentially liable as an arranger when it discharged hazardous substances into a river
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 language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Any reference to any federal, state, local or foreign statute or law will be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The use of the word “including” in this Agreement means “including without limitation” and is intended by the parties to be by way of example rather than limitation.

assistant: Construction
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 agrees to indemnify each member of the Investment Committee or the Claims Committee who is its employee or the employee of an Affiliated Company against any and all claims, loss, damage, expense, and liability from any act or failure to act unless the same is judicially determined to be the result of such member’s gross negligence or willful misconduct, except as otherwise prohibited by applicable law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by petitioners, was born out of the juror’s consideration of the testimony of the officers in this case, it is beyond the power of the trial judge to suggest, while the jury is in the midst of deliberations, that such opinions are impermissible. The judge may well have been correct that, had the juror stuck to his or her opinions, there might have been a hung jury or a mistrial. That conclusion, however, did not allow him in the deliberation stage to admonish the unknown juror for the views he or she might have held. Trial judges can improperly influence the jury at different times throughout the trial. A trial judge may prejudice the jury during the presentation of either party’s case through his or her interactions with counsel and witnesses. Johnson, 352 Md. 374, 722 A.2d 873 (<HOLDING>); Vandegrift v. State, 237 Md. 305, 311, 206 Options: A. holding no error was committed when trial court held defense counsel in contempt in front of the jury though it would have been the better practice to reprimand counsel and impose the fine in the absence of the jury B. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel C. holding that the trial judge exerted improper influence by in the presence of the jury ordering the arrest of defense counsel interrupting counsel frequently holding counsel in contempt D. holding that waiver by attorney was binding upon the accused when before the state introduced the evidence complained of on appeal counsel for the state in the presence of the accused and his counsel stated the agreement and the evidence of the witness was then read to the jury in the presence of the accused and his counsel without objection E. holding that trial judges critical remarks directed to defense counsel and his being adjudged in contempt of court all in the presence of the jury violated defendants state constitutional right to counsel

assistant: The best answer is C. holding that the trial judge exerted improper influence by in the presence of the jury ordering the arrest of defense counsel interrupting counsel frequently holding counsel in contempt
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Section 3.3 regarding Ten Percent Shareholders, no Incentive Stock Option shall be exercisable after the expiration of 10 years from the Grant Date. The term of a Non-qualified Stock Option granted under the Plan shall be determined by the Committee; provided, however , no Non-qualified Stock Option shall be exercisable after the expiration of 10 years from the Grant Date.

assistant: Terms
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 addition to the amount of actual damages is not permitted. Accordingly, the amount awarded to Rogers for the civil theft count must be reversed. On remand, the trial court shall perform its ministerial act of calculating the proper amount of treble damages and enter a judgment for that amount. See McArthur Dairy, Inc. v. Original Kielbs, Inc., 481 So.2d 535, 541 (Fla. 3d DCA 1986) (“[T]he law is clear that a jury is not authorized to award treble damages under Section 812.035(7), Florida Statutes (Supp. 1984). Instead, only the trial court is authorized to award such damages in a post-trial order wherein the jury’s award of compensatory damages is trebled as a purely ministerial act.”); Senfeld v. Bank of Nova Scotia Trust Co. (Cayman) Ltd., 450 So.2d 1157, 1166 (Fla. 3d DCA 1984) (<HOLDING>). That calculation simply requires a reduction Options: A. holding that a plaintiff could recover actual damages under the tcpa for loss of credit if the plaintiff submitted sufficient proof of the amount damages requested B. holding that when a trial court determines that the amount of damages awarded by a jury is excessive the court may either suggest remittitur or grant a new trial on the issue of damages C. holding that court of appeals erred by rendering judgment for full amount of attorneys fees sought after reversing 0 fee award because jury awarded less in damages than amount sought and therefore uncontroverted attorney testimony on amount of attorneys fees did not establish amount of reasonable and necessary fees as a matter of law D. holding that in civil theft claim once jury sets the amount of actual damages it is a ministerial act for the trial court to triple those damages and enter final judgment in that amount E. holding that a liquidated damages amount set by contract is enforceable where the amount bears a reasonable relation to the damages actually sustained

assistant: The best answer is D. holding that in civil theft claim once jury sets the amount of actual damages it is a ministerial act for the trial court to triple those damages and enter final judgment in that amount
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 Loan Agreement and all of the other Loan Documents executed and delivered by each Borrower in connection herewith are legal, valid and binding obligations of such Borrower and are enforceable against such Borrower in accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally and (ii) general principles of equity.

assistant: Enforceability
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: Fourth Amendment rights were not violated by an unreasonable delay in his detention by the police. We therefore affirm the trial court’s judgment. 1 . See also Smith v. State, No. 03-06-00085-CR, 2007 WL 700834, at *3-4 (Tex.App.-Austin Mar. 7, 2007, pet. ref’d) (mem. op., not designated for publication). 2 . At one point Jordan testified separately about spending ten to fifteen minutes questioning Bullock and several minutes administering the test, but at another time Jordan testified that his investigation took between ten and fifteen minutes from the time he got Bullock out of the vehicle, which would include the "few minutes” Jordan spent administering the HGN. 3 . See also Wilson v. State, No. 05-08-00802-CR, 2009 WL 4756562, at *2 (Tex.App.-Dallas Dec. 14, 2009, no pet.) (<HOLDING>); Smith, 2007 WL 700834, at *3-4 (holding that Options: A. holding delay of thirty to thirtyfive minutes waiting for state police to conduct dwi investigation during which time some investigation by local officer occurred did not violate fourth amendment B. holding that legitimate law enforcement interests were served by local police officers delay while waiting for state police officer to arrive to conduct dwi investigation because state officers had more dwi experience and local officers needed to be available to respond to emergencies C. holding approximately twentyminute delay in dwi investigation primarily to await arrival of dwi enforcement officer was reasonable because delay furthered reasonable law enforcement purposes D. holding that delay while awaiting arrival of dwi enforcement officer even though officer who initiated the stop was qualified to perform dwi investigation was for legitimate law enforcement purposes because dwi officer brought greater expertise to scene and could complete dwi investigation more rapidly E. holding that delay while awaiting arrival of dwi enforcement officer was for legitimate law enforcement purposes because dwi officer was more experienced and could complete dwi investigation faster

assistant: The best answer is B. holding that legitimate law enforcement interests were served by local police officers delay while waiting for state police officer to arrive to conduct dwi investigation because state officers had more dwi experience and local officers needed to be available to respond to emergencies
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) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Purchaser may assign its rights under this Agreement to an entity affiliated with or controlled by Purchaser, without Seller's consent; provided, however, that (a) the original Purchaser shall remain liable for the performance of all Purchaser's obligations hereunder accruing through the Closing Date (whether Seller seeks to enforce such obligations prior to Closing, or after Closing, as to obligations that survive Closing); (b) Seller shall incur no additional expenses on account of such assignment; and (c) Purchaser shall disclose the identity of such assignee to Seller, and shall supply to Seller all information regarding such assignee as may be reasonably requested by Seller. Any assignment to an entity not affiliated with or controlled by Purchaser shall be subject to Seller's prior written consent, in Seller's sole discretion.

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 case excerpt and choose the best holding from the options. Case excerpt: modification to the statute in the thirty years since funeral expenses were made available. C As a rule, a claim for punitive damages may lie only where there is a valid underlying cause of action. Nappe v. Anschelewitz, Barr, Ansell & Bonello, 97 N.J. 37, 45, 477 A.2d 1224 (1984). In a negligence action, the maintenance of a valid claim requires the plaintiff to show a breach of duty and resulting damage. Ibid, (citing Stanley Co. v. Hercules Powder Co., 16 N.J. 295, 315, 108 A.2d 616 (1954) (other citations omitted)). In this case, Coastal stipulated negligence and causation, leaving only the issue of damages for the jury’s determination. Coastal argues that because pain and suffering comprise the sole compensable inju Starkenburg v. Montana, 282 Mont. 1, 934 P.2d 1018, 1031 (1997) (<HOLDING>); Tirrell v. Navistar Int’l, Inc., 248 Options: A. holding punitive damages unavailable for survival claims under general maritime law B. recognizing cause of action C. recognizing that substantive issue of liability may be litigated in the same action for wrongful death and survival actions D. holding the plaintiffs action was one for wrongful death and not survival where damages listed in complaint were identical to damages listed in the wrongful death act E. holding that plaintiff in survival action bears burden of proving that death was not instantaneous although a few seconds survival constitutes sufficient amount of time to vest accrual of cause of action

assistant: The best answer is E. holding that plaintiff in survival action bears burden of proving that death was not instantaneous although a few seconds survival constitutes sufficient amount of time to vest accrual of cause of action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All Employment Inventions shall be the sole and exclusive property of the Company, and the Company shall have the right to use and to apply for patents, copyrights or other statutory or common law protection for such Employment Inventions in any country. Executive hereby assigns to the Company any rights which he may acquire in such Employment Inventions. Furthermore, Executive agrees to assist the Company in every proper way at the Company's expense to obtain patents, copyrights and other statutory or common law protections for such Employment Inventions in any country and to enforce such rights from time to time. Specifically, Executive agrees to execute all documents as the Company may desire for use in applying for and in obtaining or enforcing such patents, copyrights and other statutory or common law protections together with any assignments thereof to the Company or to any person designated by the Company. Executive's obligations under this Section 9 shall continue beyond the termination of his employment under this Agreement, but the Company shall compensate Executive at a reasonable rate after any such termination for the time which Executive actually spends at the Company's request in rendering such assistance. In the event the Company is unable for any reason whatsoever to secure Executive's signature (after reasonable attempts to do so) to any lawful document required to apply for or to enforce any patent, copyright or other statutory or common law protections for such Employment Inventions, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to act in his stead to execute such documents and to do such other lawful and necessary acts to further the issuance and prosecution of such patents, copyrights or other statutory or common law protection, such documents or such acts to have the same legal force and effect as if such documents were executed by or such acts were done by Executive.

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 case excerpt and choose the best holding from the options. Case excerpt: two of the three physicians or (b) Local 68’s standing to sue the physicians. The argument regarding personal jurisdiction fails immediately. Assuming arguendo that the New Jersey state court had no personal jurisdiction over two of the physi dans, AstraZeneca does not dispute that one of the non-consenting physicians, Antoun, is a resident of and has offices located in New Jersey. (Conapl. ¶ 94.) Moreover, “personal jurisdiction is an individual liberty right and is therefore waivable,” and neither of the other two physician defendants, Berkman and Hopkins, have moved to dismiss based on personal jurisdiction. McBee v. Delica Co., Ltd., 417 F.3d 107, 127 (1st Cir.2005) (citation omitted); see also Seguros Comercial Am. v. Am. President Lines, Ltd., 934 F.Supp. 243, 245 (S.D.Tex.1996) (<HOLDING>). AstraZeneca’s argument regarding standing Options: A. holding that removal proceedings are in the nature of process and defects in the removal procedures are waivable B. holding that removal based on fraudulent joinder was not timely where it occurred more than thirty days after the removing defendants learned of facts showing that a nondiverse codefendant was fraudulently joined C. holding that removal was untimely where the removing defendant could have ascertained from the face of a complaint that certain nondiverse codefendants were fraudulently joined but did not seek removal based on fraudulent joinder until after the state court granted a motion to strike the plaintiffs allegations against the diversitydefeating codefendants D. holding that defects in service of process must be raised in preliminary objections E. holding that removing defendant could not establish fraudulent joinder based on waivable defenses of lack of personal jurisdiction or defects in service of process available only to joined defendants

assistant: The best answer is E. holding that removing defendant could not establish fraudulent joinder based on waivable defenses of lack of personal jurisdiction or defects in service of process available only to joined defendants
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 Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9. All such properties and assets are free and clear of Liens, other than Permitted Liens.

assistant: Titles
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 commence on the Effective Date, and this Agreement shall remain in effect until the 10th anniversary of the Effective Date (the “ Initial Term ”) and thereafter on a Year to Year basis until terminated by Gatherer or Producer effective upon the expiration of the Initial Term or the expiration of any Year thereafter upon written notice no less than 90 Days prior to the expiration of the Initial Term or the expiration of any Year thereafter (such period of time, the “ Term ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding any of the provisions hereof, the Company may withhold from any payment to be made hereunder such amount as it may be required to withhold under any applicable federal, state or other law, and transmit such withheld amounts to the applicable taxing authority.

assistant: Withholdings
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: to send judicial documents, by postal channels, directly to persons abroad.”). The subpoenas Aristocrat served via international registered mail appear to have been sent to the United Kingdom. Both the United States and the United Kingdom are signatories to the Hague Convention and neither country has objected to direct service through postal channels. See id. 20 U.S.T. at 368, 369, 373, 658 U.N.T.S. at 182, 184, 193, 195; Ackermann v. Levine, 788 F.2d 830, 839 (2d Cir.1986); IM Partners v. Debit Direct Ltd., 394 F.Supp.2d 503, 511-12 (D.Conn. Sept.29, 2005). The Second Circuit has permitted service on corporations via international registered mail pursuant to the Hague Convention where the party effecting service submits sufficient proof of service. See Ackermann, 788 F.2d at 838, 839 (<HOLDING>); G.A. Modefine, S.A. v. Burlington Coat Options: A. holding such service satisfies due process B. holding that the hague service convention is selfexecuting C. holding the rule 4 requirement of delivery to the appropriate united states attorney required personal service not service by certified mail D. holding that service of process by international registered mail from germany to the united states satisfied the hague convention and constitutional due process E. holding that the constitutional rights in a termination proceeding are derived from the due process clause of the fourteenth amendment of the united states constitution and not the sixth amendment

assistant: The best answer is D. holding that service of process by international registered mail from germany to the united states satisfied the hague convention and constitutional 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 legal provision and list the applicable contract clause categories. Provision: During the Executive’s employment with the Company pursuant to this Agreement, the Executive shall be entitled to participate in all of the employee benefit plans and arrangements generally provided from time to time to senior executive officers of the Company, including the standard vacation and sick leave benefit plan made available to senior executive officers of the Company, subject to the Company’s customary vesting periods and eligibility requirements. The Company will recognize the Executive’s prior service with an associated company of 10 years for purposes of calculating PTO eligibility of 24 days, to be accrued annually. The Company may initiate, change and discontinue any such plan or arrangement at any time. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of any amounts payable to the Executive pursuant to this Section 4 .

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 legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.01 par value per share, of which 25,522,996 shares are issued and outstanding; and 7,342,415 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .

assistant: Capitalization
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: Neither Company nor, to the Knowledge of Company, any directors or officers, agents or employees of Company, has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for Company, (b) facilitating the purchase or sale of any product or service, or (c) avoiding the imposition of any fine or penalty, in any manner which is in violation of any applicable law. To the Knowledge of Company, (a) Company has conducted and continues to conduct business in accordance with all laws applicable to Company and Company is not in violation of any such law, and (b) Company is not under any investigation, been charged by a court of competent jurisdiction with or given written notice of any violation with respect to any violation of any applicable law.

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 legal provision and list the applicable contract clause categories. Provision: Business Associate shall indemnify, hold harmless and defend Covered Entity from and against any and all direct claims, losses, liabilities, costs and other direct expenses resulting solely from, or relating solely to, the acts or omissions of Business Associate in connection with the representations, duties, and obligations of Business Associate under this Agreement. The parties agree that such indemnification shall exclude any and all special, indirect, or consequential damages.

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 Lenders shall have received (i) audited consolidated financial statements of the Company and its consolidated Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited consolidated financial statements of the Company and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, and (iii) the Pro Forma Balance Sheet.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 420 U.S. 513 95 S.Ct. 1344 43 L.Ed.2d 361 UNITED STATES, petitioner,v.Pascual GUANA-SANCHEZ. No. 73-820. Supreme Court of the United States March 3, 1975 Paul L. Friedman, Washington, D. C., for petitioner. Joseph Beeler, Miami Beach, Fla., for respondent. On writ of certiorari to the United States Court of Appeals for the Seventh Circuit. PER CURIAM. 1 The writ of certiorari is dismissed as improvidently granted. 2 Mr. Justice DOUGLAS took no part in the consideration or decision of this case.

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: Each of the Rosehill Entities has been duly incorporated or formed, as the case may be, and is validly existing as a limited liability company or corporation, as the case may be, in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be, and has the full limited liability company or corporate, as the case may be, power and authority to own or lease its Properties and assets and to conduct the businesses in which it is engaged in all material respects, and is duly registered or qualified as a foreign limited liability company or corporation, as the case may be, for the transaction of business under the laws of each jurisdiction in which the character of the business conducted by it or the nature or location of the properties owned or leased by it makes such registration or qualification necessary, except where the failure to so register or qualify would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was knowing, voluntary, and intelligent is not clearly erroneous. II. Next we consider whether Camacho’s low intelligence, combined with police tactics, rendered his statements involuntary in violation of the Due Process Clause of the Fourteenth Amendment. See U.S. Const, amend. XIV, § 1; see also Minn. Const, art. I, § 7. A defendant is deprived of due process of law under the Fourteenth Amendment when the defendant’s conviction is founded upon an involuntary confession. Jackson v. Denno, 378 U.S. 368, 385-86, 84 S.Ct. 1774, 1785-86, 12 L.Ed.2d 908 (1964). Coercive police activity is a necessary predicate to a finding that a confession is involuntary. Connelly, 479 U.S. at 167,107 S.Ct. at 521-22; Haynes v. Washington, 373 U.S. 503, 513, 83 S.Ct. 1336, 1342-43, 10 L.Ed.2d 513 (1963) (<HOLDING>) (citation omitted). A court must look at the Options: A. holding that question of whether a confession was coerced was not to be resolved by considering the truth or falsity of the confession B. holding that under elstad the first question that must be answered when determining whether a subsequent confession is tainted by an earlier confession is whether the initial confession was obtained in violation of the defendants fifth amendment rights ie whether it was involuntary or whether the confession was voluntary but obtained in technical violation of miranda C. holding that question is whether defendants will was overborne by police at the time of the confession D. holding that to determine whether a statement was voluntary the court must consider the totality of all the surrounding circumstances both the characteristics of the accused and the details of the interrogation and decide whether a defendants will was overborne by the circumstances surrounding the giving of a confession E. holding that trial judges determination of the admissibility of a confession is based on whether the confession was voluntarily given

assistant: The best answer is C. holding that question is whether defendants will was overborne by police at the time of the confession
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: to the lender"). 17 . Id. at 94. 18 . 286 P.3d 1059, 1063 (Alaska 2012) (quoting Kuretich, 287 P.3d at 89) (internal alteration omitted). 19 . Id. at 1061-62; Kuretich, 287 P.3d at 90. 20 . Kuretich, 287 P.3d at 89; Albrecht, 286 P.3d at 1063-64. 21 . Kuretich, 287 P.3d at 87-88, 94. 22 . AS 34.20.070(b). 23 . Hagberg v. Alaska Nat'l Bank, 585 P.2d 559, 562 (Alaska 1978). 24 . Id. at 560. 25 . Id. at 561-62. 26 . State v. First Nat'l Bank of Anchorage, 660 P.2d 406, 414 (Alaska 1982); see also Roberson v. Southwood Manor Assocs., LLC, 249 P.3d 1059, 1063 (Alaska 2011). 27 . 660 P.2d at 413 (internal quotation marks and citations omitted). 28 . 815 P.2d 857, 859-60 (Alaska 1991). 29 . Id. at 860. 30 . Id. at 861. 31 . Id. 32 . Id. 33 . Id. 34 . 994 P.2d 991, 1002 (Alaska 1999) (<HOLDING>). 35 . 101 P.3d 1047, 1048 (Alaska 2004). 36 . Options: A. holding that the ada does not contain a waiver of sovereign immunity and thus does not apply to the federal government B. holding utpa does not apply to real property sales C. holding that the utpa does not cover a timber sale D. holding that congress intended the phrase other incentive payment to broadly cover abuses not enumerated E. holding that speaking to potential customers to determine an appropriate price does not constitute an offer for sale

assistant: The best answer is C. holding that the utpa does not cover a timber sale
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: as such , we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such social networking services .

assistant: Limitation of liability
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 more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile or PDF signature shall serve as originals for purposes of binding the Parties hereto.

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: them. The government met this burden. The district court did not err in applying the firearms-trafficking enhancement on the basis of the recipient’s unlawful possession of firearms. Given our conclusion, we need not reach the alternative argument that the recipient’s intended use of the firearms was unlawful. V. For the reasons stated in Part III, we vacate Pawlak’s sentence. Because Paw-lak’s third-degree burglary offense is no longer a qualifying felony for purposes of Guidelines § 2K2.1(a)(l), he must be re-sentenced consistent with this decision. We remand for resentencing. 1 . Although the parties agree that the residual clause of U.S.S.G. § 4B 1.2(a) is unconstitutionally vague, “ 'our judgments are precedents, and the proper administration of the 523-24 (7th Cir.2011) (<HOLDING>); United States v. Green, 405 Fed.Appx. 860, Options: A. holding that both the unlawful possession and unlawful use prongs were met and noting that the firearm transferred to the individual was not registered making the individuals possession of it necessarily unlawful B. holding the test for foreseeability is whether the wife knew or should have known of her husbands proclivities C. holding that the destruction of documents which the party knew or should have known would be relevant to a pending or potential lawsuit is sanctionable D. holding that a cause of action accrues when the claimant knew or reasonably should have known of the wrong E. holding that the district court erred because it applied the enhancement without taking into account whether the defendant knew or should have known possession would be unlawful

assistant: The best answer is E. holding that the district court erred because it applied the enhancement without taking into account whether the defendant knew or should have known possession would be unlawful
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 or its subsidiaries will timely pay or reimburse Executive for all reasonable travel, entertainment and other business expenses actually paid or incurred by Executive during the Term in the performance of Executive’s duties under this Agreement in accordance with the employee business expense reimbursement policies of the Company and its subsidiaries in effect from time to time, but in no event less than monthly.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, PROCEEDING, OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT 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 legal provision and list the applicable contract clause categories. Provision: THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment, together with all the Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 11.01 of the Credit Agreement.

assistant: Entire Agreements