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: This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by email or facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of 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 legal provision and list the applicable contract clause categories. Provision: The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the applicable Purchasers with prior notice of such disclosure permitted under this clause (b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. No provision of this Agreement may be waived except in a writing signed by the party against whom enforcement of such waiver is sought.

assistant: Waivers
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 interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Code Section 409A. Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither Employer nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Code Section 409A.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1994; (ii) that Montulli reviewed the design and software architecture of the cookies invention with John Giannandrea—Montulli’s supervisor and later Netscape’s Web browser division’s chief technology officer—during a series of design meetings in July and August 1994; and (iii) that Montulli thereafter began to reduce the invention to computer source code, which he began logging into the Netscape source code repository on October 3 or 4, 1994. Taken together, these facts supported a finding that, prior to the critical date, Montulli made an enabling disclosure that would have allowed Giannandrea, a person skilled in the art, to practice the claimed invention under the Federal Circuit’s decision in Robotic Vision Systems v. View Engineering, 249 F.3d 1307, 1312 n. 2 (Fed.Cir.2001) (<HOLDING>). A. With respect to the “ready for patenting” Options: A. holding that the second pfaff prong is satisfied despite no actual completion of such software provided that there is a disclosure that is sufficiently specific to enable a person skilled in the art to write the necessary source code to implement the claimed method B. holding that the specifications reference to a selector sufficed as one skilled in the art would have understood the term C. holding that the determination of whether sufficient structure is disclosed in the specification to support a meansplusfunction limitation is based on the understanding of one skilled in the art D. recognizing that source code is speech but not reaching the object code issue E. holding that a specific pretext instruction is not necessary

assistant: The best answer is A. holding that the second pfaff prong is satisfied despite no actual completion of such software provided that there is a disclosure that is sufficiently specific to enable a person skilled in the art to write the necessary source code to implement the claimed method
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: Small more than a year after the trial of this case. II. In accordance with our COA, Parker broadly contends that his trial attorney rendered ineffective assistance of counsel in failing to object to the standard jury instruction on aggravated battery or to request a modified instruction that explicitly required the State to prove that the victim was pregnant at the time of the offense. However, he devotes the bulk of his counseled brief to arguing that the trial court’s jury instruction, by omitting an essential element of the offense, violated his due process right to a fair trial. That due process claim is not properly before us because it was not raised in Parker’s § 2254 petition and is outside the scope of the COA. See Murray v. United States, 145 F.3d 1249, 1251 (11th Cir.1998) (<HOLDING>). Although the due process claim that Parker Options: A. holding that on appeal from the denial of a 2255 motion appellate review is limited to the issues specified in the coa B. holding a coa is granted on an issuebyissue basis thereby limiting appellate review to those issues C. holding that appellate review in a habeas ease is limited to the issues specified in the coa D. holding the scope of appellate review of denial of a habeas petition limited to the issues on which coa has been granted E. holding that the district courts failure to enumerate specific issues for review in a coa does not deprive us of appellate jurisdiction

assistant: The best answer is C. holding that appellate review in a habeas ease is limited to the issues specified in the coa
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.2004). Although a defendant may collaterally attack a prior conviction used to enhance his sentence, no collateral challenge may be made if the prior conviction is more than five years old. 21 U.S.C. 851(e). The district court allowed Baranda to attack the conviction for the purpose of computing criminal history points, and the court sustained the attack. As a result, Baranda had zero criminal history points, making him eligible for the “safety valve” provision of 18 U.S.C. § 8553(f). The court found that Baranda satisfied the “safety valve” requirements and sentenced him to an 87-month prison term. Baranda concedes, as he must, that he could not collaterally attack his prior conviction as the district court allowed. See United States v. Burrows, 36 F.3d 875, 885 (9th Cir.1994) (<HOLDING>); see also Clawson v. United States, 52 F.3d Options: A. holding that a defendant cannot collaterally attack a prior state conviction during a federal sentencing proceeding in a different case B. holding that a defendant cannot collaterally challenge a prior conviction used to calculate criminal history points C. holding a court may consider a defendants criminal history even if that history is included in the defendants criminal history category D. holding that due to statute defendant cannot collaterally attack prior convictions used to enhance sentence unless in violation of the right to counsel E. holding that a habeas petitioner cannot collaterally attack the conviction serving as a predicate for a removal order

assistant: The best answer is B. holding that a defendant cannot collaterally challenge a prior conviction used to calculate criminal history points
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: about the Nonoxynol theory while reading the book, which he then presented to his counsel. Conversely, Overton’s counsel both testified that they were never given the book by Overton. Instead, they testified that the Nonoxynol theory was first brought to their attention by Dr. Wright. The testimony of Overton’s counsel is corroborated by Ellsworth, who testified that neither Smith nor Garcia ever gave him the book. Instead, Ellsworth actually informed defense counsel that the Nonoxynol theory was in the book. The book was part of the State’s case file only because the book belonged to Ellsworth. The record does not support Overton’s assertion that an actual conflict existed; therefore, there is no need to conduct further analysis. See Wright v. State, 857 So.2d 861, 872 (Fla.2003) (<HOLDING>). Accordingly, this ineffective assistance Options: A. recognizing the conflict B. holding that defendants claim for ineffective assistance of counsel due to a conflict of interest was not cognizable on direct appeal C. holding that the defendant failed to demonstrate ineffective assistance due to the alleged conflict of interest because the defendant failed to demonstrate a conflict as nothing was presented to refute the attorneys testimony that his loyalty was to his clients D. holding that to demonstrate that a conflict of interest violated his sixth amendment rights a defendant must establish that an actual conflict of interest adversely affected his lawyers performance E. holding that a conflict of interest independent of a claim of ineffective assistance of counsel constitute cause where the conflict caused the attorney to interfere with the petitioners right to pursue his 1 claim

assistant: The best answer is C. holding that the defendant failed to demonstrate ineffective assistance due to the alleged conflict of interest because the defendant failed to demonstrate a conflict as nothing was presented to refute the attorneys testimony that his loyalty was to his clients
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 same objections. (Govt.’s Opp’n [94] 3-4.) While the parties argue objections relating to matters as varied as timeliness, privilege, proper procedure, undue burden, materiality, this Court finds that the jurisdictional issue is dispositive. Defendant’s motion must be denied because it has provided no valid basis on which to compel a federal agency to comply with a subpoena. This Court must have authority to compel discovery. The most likely source are the Federal Rules of Civil Procedure. As the Government notes, however, Federal Rule of Civil Procedure 45 cannot provide a basis for granting defendant’s motion to compel because the United States is not a “person” within the meaning of that rule. See U.S. ex. rel. Taylor v. Gabelli, 233 F.R.D. 174, 175-76 (D.D.C.2005) (Leon, J.) (<HOLDING>); Lerner v. District of Columbia, 2005 WL Options: A. holding that the defendant cannot overcome this presumption of service merely by denying that he did not receive the complaint B. holding that the presumption that rule 45 does not apply to the federal government can only be overcome by affirmative evidence C. holding evidence insufficient to overcome presumption of correctness D. recognizing presumption and finding that it was overcome E. holding the fourteenth amendment does not apply to the actions of the federal government

assistant: The best answer is B. holding that the presumption that rule 45 does not apply to the federal government can only be overcome by affirmative evidence
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 induce the Agent and the Lenders to enter into this Agreement and to continue to make advances pursuant to the Credit Agreement (subject to the terms and conditions hereof), the Borrower hereby acknowledges and agrees that, as of the date hereof and the Second Amendment Effective Date, and, in each case, after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of the Borrower arising out of or with respect to any of the Loans or other obligations of the Borrower owed to the Lenders under the Credit Agreement or any Credit Document.

assistant: No Defaults
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the exhibits to this Agreement specifiy the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Agreement, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreement are hereby merged herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”). Subsequent to June 30, 2017, the Company has filed on a timely basis all SEC Reports required to be filed or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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 case excerpt and choose the best holding from the options. Case excerpt: administrative remedy form” in October 2011. The defendants argued that even if the allegations about Defendant Diggs were true, Smith could have submitted his grievances and appeals when Defendant D argued that although Smith submitted additional IRSF complaints in July 2012, he did not receive responses to those initial grievances before filing his amended complaint on July 19, 2012. Indeed, Smith filed his amended complaint prior to the expiration of the 30-day period within which correctional staff may review and respond to initial grievances. See N.J. Admin. Code § 10A:1-4.5(e). Therefore, as to the claims related to the I RSFs that were submitted in July 2012, we will affirm the District Court’s grant of summary judgment. See Small v. Camden Cnty., 728 F.3d 265, 273 (3d Cir.2013) (<HOLDING>). Accordingly, we will affirm in part, vacate Options: A. holding that federal prisoners need not exhaust their administrative remedies before filing suit in federal court B. holding that prisoners noncompliance with written grievance procedures did not constitute a failure to exhaust since prison officials had told him that written procedures were not accurate C. holding that the plra mandates that prisoners exhaust internal prison grievance procedures before filing suit emphasis added D. holding that under the plra an inmate must exhaust available remedies prior to filing suit E. holding that plaintiffs failure to exhaust available grievance procedures does not bar her title vii claims

assistant: The best answer is C. holding that the plra mandates that prisoners exhaust internal prison grievance procedures before filing suit emphasis added
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 grantee, and the parties are held joint and severally liable for the tax. Id. Section 1410(a) a y “impropriety in the events surrounding the closing of title which resulted in the sale of the premises” because he did not have any interest in the Property once the sale was completed. In Kolkunova v. Guaranteed Home Mortgage Co., 43 A.D.3d 878, 842 N.Y.S.2d 46 (N.Y.App.Div.2007), the Appellate Division, Second Department reaffirmed this well established principle, holding that a mortgagor lacks standing after a foreclosure sale to set aside the foreclosure sale and to reinstate her right to redeem property based upon arguments that events surrounding the closing of the sale were improper. Accord, Ocwen Fed. Bank, FSB v. Bassi 294 A.D.2d 478, 742 N.Y.S.2d 850 (N.Y.App.Div.2002) (<HOLDING>); Scheckter v. Emigrant Sav. Bank, 237 A.D.2d Options: A. holding that plaintiffs lacked standing to sue B. holding the insurer liable for failing to settle the claim when time was of the essence C. holding that appellantmortgagors lacked standing to object to the referees variance from the time is of the essence term of sale D. holding that plaintiff lacked standing after foreclosure sale to set aside the sale arid reinstate her right to redeem property based upon arguments that events surrounding the closing of the sale were improper E. holding that there can be no implied contractual term at variance with an express term of a contract

assistant: The best answer is C. holding that appellantmortgagors lacked standing to object to the referees variance from the time is of the essence term of 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 case excerpt and choose the best holding from the options. Case excerpt: making of competent parents.” (citing Troxel v. Granville, 530 U.S. 57, 67-69, 120 S.Ct. 2054, 147 L.Ed.2d 49 (2000))). We have further held that it is the party opposing termination of the guardianship who bears the burden of proving that the petitioning parent is currently unfit to regain custody of the child. Guardianship of David C., 2010 ME 136, ¶¶ 4, 7, 10 A.3d 684. [¶ 12] Although the Legislature has established the standard of a preponderance of the evidence for addressing the best interest of the child.in a proceeding to terminate a guardianship, neither we nor the Legislature has made clear what specific standard of proof the existing guardian must meet in proving the petitionin 174-75 (2010) (same); In re Guardianship of D.J., 268 Neb. 239, 682 N.W.2d 238, 243-46 (2004) (<HOLDING>). [¶ 13] We need not decide the applicable Options: A. recognizing that the child custody act required that the natural parent presumption must be seriously considered and heavily weighted in favor of the parent but that the presumption is rebutted if the clear and convincing evidence establishes that the best interest of the child is served by awarding custody to the third party B. holding that the guardianship must terminate unless the guardian proves by clear and convincing evidence that the petitioning parent is either unfit or has forfeited the right to custody C. holding custody and guardianship of child whose natural parent is adjudicated unfit mandatorily vests with social services D. holding that on a parents petition the guardianship must terminate unless the guardian proves by clear and convincing evidence that terminating the guardianship would result in physical or emotional harm to the child E. recognizing the fundamental liberty interest a parent has in his or her child and concluding that the state must provide a parent with fundamentally fair procedures including a clear and convincing evidentiary standard when seeking to terminate parental rights

assistant: The best answer is B. holding that the guardianship must terminate unless the guardian proves by clear and convincing evidence that the petitioning parent is either unfit or has forfeited the right to custody
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no pending, contemplated or threatened proceeding by or before any Official Body against or affecting Borrower which, if adversely decided, would have a material adverse effect on the financial condition, assets, properties, management, operations or business of Borrower or on the ability of Borrower to perform its obligations under the Loan Documents.

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: As of the Closing Date, all written statements (other than the Projections, other forward-looking information and information of a general economic or industry specific nature) made by a Responsible Officer to the Administrative Agent or any Lender in connection with this Agreement, or in connection with any Loan, as of the date thereof, taken as a whole, and when taken as a whole together with the periodic, current and other reports filed with the SEC with respect to the Borrowers and the Restricted Subsidiaries, do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements made not materially misleading in light of all the circumstances existing at the date any statement was made; provided that, with respect to the Projections, the Company only makes the representations set forth in Section 5.14.

assistant: Disclosures
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 terms identified below in this Section 1 shall have the meanings herein specified, and capitalized terms used but not otherwise identified in this Section 1 shall have the meanings given in the Building Loan Disbursement Agreement (or in the Loan Agreement, to the extent the Building Loan Disbursement Agreement so designates) unless otherwise stated herein .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, including but not limited to any term sheet or other similar summary of proposed terms, between the parties with respect to the subject matter of this Agreement. Without limiting the foregoing, the Parties hereby agree that the employment offer letter, dated January 5, 2015, shall hereby be terminated and of no further force or effect, and that Executive shall have no rights to compensation or benefits thereunder; provided, however, that notwithstanding the foregoing or any other provision of the Agreement to the contrary, Executive and the Corporation expressly agree that the terms of any long-term incentive award agreements outstanding as of the Effective Date and granted under the Stock Plan or the Corporation’s 2011 Stock Incentive Plan shall continue in accordance with their terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed and delivered (including by .pdf, email or facsimile transmission) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties , it being understood that all Parties need not sign the same counterpart .

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: This Plan shall be binding upon, inure to the benefit of and be enforceable by the HDI Group and the Executive and their respective heirs, legal representatives, successors and assigns. If the HDI Group or any member of the HDI Group shall be merged into or consolidated with another entity, the provisions of this Plan shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation.

assistant: Successors
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: P.2d 171, 174-75 (1997) (providing that a party seeking to change custody must establish that circumstances have substantially changed since the most recent custodial order, and that any events that took place before the prior proceedings cannot be used to show changed circumstances). Although we will not substantively review the decree’s child custody arrangement because of mootness, we note, in passing, that a district court, faced with evidence that one parent is attempting to disrupt the other parent’s 8 (1993); see also NRS 125.480(1) (providing that the sole consideration in awarding custody of a child is the best interest of the child). 11 84 Nev. 710, 447 P.2d 664 (1968). 12 Id. at 711, 447 P.2d at 665. 13 Cf. Hopper v. Hopper, 113 Nev. 1138, 1143, 946 P.2d 171, 174-75 (1997) (<HOLDING>). 14 Most v. Most, 477 A.2d 250, 263 (Me. 1984) Options: A. recognizing that conduct that preceded the prior custody determination cannot be admitted to show a change in circumstances B. holding the teenage childrens preference to live in fathers home was sufficient evidence to support a change in physical custody in a modification of a split physical custody arrangement even though the party seeking the change failed to demonstrate a change in circumstances C. holding that a showing of a change in circumstances that is or is likely to be beneficial to the child may also warrant a change in custody D. holding that a subsequent petition may be filed upon a showing of a change in circumstances E. holding court cannot change custody without showing that change is in best interests of child

assistant: The best answer is A. recognizing that conduct that preceded the prior custody determination cannot be admitted to show a change in circumstances
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) Each of the Loan Parties (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate power and authority, and the legal right and all requisite governmental licenses, authorizations, consents and approvals to own and operate its Property and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation or other organization and in good standing (to the extent such concept exists in such jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law, except in the case of clauses (iii) and (iv) to the extent that the failure to so qualify or comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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: erning whether an error is harmless include "the importance of the witness’ testimony in the prosecution’s ■ case, whether the testimony was cumulative, the presence or absence of evidence corroborating or contradicting the testimony of the witness on mate rial points, the extent of cross-examination otherwise permitted, and, of course, the overall strength of the prosecution’s case”). 78 . Fed.R.Evid. 406. 79 . Jones v. S. Pac. R.R., 962 F.2d 447, 449 (5th Cir.1992) (quoting Reyes v. Mo. Pac. R.R. Co., 589 F.2d 791, 794 (5th Cir.1979)). 80 . Leonard v. Nationwide Mut. Ins. Co., 499 F.3d 419, 442 (5th Cir.2007) (quoting Reyes, 589 F.2d at 794) (internal quotation marks omitted); see also Mobil Exploration and Prod. U.S., Inc. v. Cajun Constr. Servs., Inc., 45 F.3d 96, 99 (5th Cir.1995) (<HOLDING>). 81 . Reyes, 589 F.2d at 795 (quoting Options: A. holding that with respect to a businesss routine practice the plaintiff must show regularity over substantially all occasions or with substantially all other parties with whom the defendant has had similar business transactions B. holding a substantially similar probation condition overbroad C. recognizing a similar exception to its rule with respect to corporations D. holding that an insured has substantially complied with the change of beneficiary provisions of a life insurance policy when he has done all that he could to comply with the provisions E. holding that a contractor who had substantially complied with the building specifications substantially performed

assistant: The best answer is A. holding that with respect to a businesss routine practice the plaintiff must show regularity over substantially all occasions or with substantially all other parties with whom the defendant has had similar business transactions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a trademark has been “use[d] in commerce.” 15 U.S.C. § 1114(l)(a); see also 1-800 Contacts, Inc., 414 F.3d at 412. In recent years, the question of what Internet usage of trademarks constitutes “use” under the Lanham Act has been extensively litigated. Courts in this Circuit, relying on 1-800 Contacts, have routinely held that the use of a trademark in keywords and metatags, where the use is strictly internal and not communicated to the public, does not constitute “use” under the Lanham Act and thus does not support a Lanham Act claim. See, e.g., 1-800 Contacts, Inc., 414 F.3d at 409 (reversing trial court’s grant of a preliminary injunction against use of plaintiffs mark to trigger pop-up advertising); Site Pro-1 Inc. v. Better Metal, LLC, 506 F.Supp.2d 123, 127-28 (E.D.N.Y.2007) (<HOLDING>); FragranceNet.com, Inc. v. FragranceX.com, Options: A. holding that although the underlying action is one for trademark infringement the infringement occurred as a result of the underlying defendants use of the trademark in their advertising B. holding that the defendants reference to the plaintiffs trademark in the metatags of the defendants web page was a violation of trademark law C. holding that where neither link to defendants website nor surrounding text mentions plaintiff or plaintiffs trademark there is no trademark infringement in purchasing sponsored link D. holding that contributory trademark infringement requires some predicate act of infringement E. holding that the continued use of licensed trademark after termination of franchise agreement constituted trademark infringement and breach of contract

assistant: The best answer is C. holding that where neither link to defendants website nor surrounding text mentions plaintiff or plaintiffs trademark there is no trademark infringement in purchasing sponsored link
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 (including the Schedules and Exhibits hereto) and the agreements and documents referenced herein constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equity principles.

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 case excerpt and choose the best holding from the options. Case excerpt: on his restitution payments. Rule 609 of the Federal Rules of Evidence permits a witness tó be questioned about any felony conviction or any conviction of a crime involving “dishonesty or false statement, regardless of the punishment.” The district court in this case limited cross-examination on Stout’s deferred adjudication because deferred adjudication is not a “conviction” under Texas law. Although “conviction” status for the purpose of Rule 609 is properly determined by federal law rather than state law, we hold that the district court’s ruling was not an abuse of discretion. The few Fifth Circuit cases touching on this issue have indicated that when adjudication of guilt is deferred, there is no “conviction.” See United States v. Georgalis, 631 F.2d 1199, 1203 (5th Cir.1980) (<HOLDING>); United States v. Dotson, 555 F.2d 134, 135 Options: A. holding that there is no crime of attempted felony murder in florida B. holding it was proper for the state to crossexamine testifying defendant about prior convictions for purpose of impeaching his credibility C. holding that rule 609 was violated when prosecutor attempted to crossexamine defendant about his deferred adjudication for felony check fraud D. holding that defendant truthfully stated on firearm purchase form that he had no felony convictions given the fact that adjudication of guilt was deferred and sentence suspended on his prior offense of felony receipt of a stolen car E. holding that attempted felony murder was abolished

assistant: The best answer is C. holding that rule 609 was violated when prosecutor attempted to crossexamine defendant about his deferred adjudication for felony check fraud
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 surety’s divided loyalty to the obligee and the principal, the fiduciary or quasi-fiduciary relationship existing in the one-on-one relationship between insurer and insured in the context of casualty insurance, including a fidelity bond, does not exist between a surety and obligee. A surety’s duty to the obligee is no greater than its duty to the principal. Because a surety has no “enhanced duty” toward the obligee, Olympic Steamship does not apply. ¶77 The extension of Olympic Steamship to surety contracts will have the inequitable effect of imposing liability for attorney fees on p 642 P.2d 1259 (1982) (noting that the general rule limits a surety’s liability for attorney fees to penal sum of the bond); Basic Refractories, Inc. v. Bright, 72 Nev. 183, 298 P.2d 810, 818 (1956) (<HOLDING>). ¶79 As the California Supreme Court observed, Options: A. holding that obligee can recover from surety attorneys fees that are provided for in obligees subcontract so long as the total recovery against the surety does not exceed the penal amount of the bond B. holding that recovery of attorney fees is limited to penal amount of the bond absent contractual provision to the contrary C. holding that the defendant was only permitted to recover attorney fees as an item of special damages with respect to the underlying action in which the defendant was sued and was not permitted to recover attorney fees incurred in the malpractice portion of the case as damages D. holding that the obligee may recover attorney fees as an element of damages only up to the limit of the penal amount of the bond E. holding that obligee may recover attorney fees as provided in subcontract so long as total recovery does not exceed penal amount of the bond

assistant: The best answer is D. holding that the obligee may recover attorney fees as an element of damages only up to the limit of the penal amount of the bond
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 transactions between or among Loan Parties or between or among Foreign Subsidiaries, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except the Borrowers or any of their respective Restricted Subsidiaries may (a) engage in any of the foregoing transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrowers or such Restricted Subsidiaries than could be obtained on an arm’s-length basis from unrelated third parties; (b) subject to compliance with the other terms and conditions of this Agreement, engage in any of the foregoing transactions among the Borrowers and the other Restricted Subsidiaries so long as such transactions shall be (i) in the ordinary course of business and (ii) consistent with past practices and not materially adverse to the Lenders; (c) pay customary fees payable to any directors of the Borrowers and their respective Restricted Subsidiaries and reimburse reasonable out-of-pocket costs of the directors of the Borrowers and their respective Restricted Subsidiaries; (d) enter into employment and severance arrangements with their respective officers and employees in the ordinary course of business; (e) pay customary fees and indemnities to their respective directors, officers and employees in the ordinary course of business; (f) enter into the transactions set forth on Schedule 6.07 ; (g) make any intercompany investments contemplated by Section 6.04 ; (h) enter into transactions otherwise permitted by Section 6.05(a) and Section 6.06 ; and (i) consummate the Transactions.

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 legal provision and list the applicable contract clause categories. Provision: This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

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: No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable Law, as determined by the Company, and if so required by the laws of a particular jurisdiction, will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423‑2(f).

assistant: Interests
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: § 201. Federal arbitration law has established a presumption that an arbitral body has acted within its powers. Howard Elec, and Mechanical Co. v. Frank Briscoe Co., 754 F.2d 847, 850 (9th Cir.1985). This presumption exists to effectuate the “ ‘liberal federal policy favoring arbitration agreements.’ ” Mitsubishi Motors v. Soler Chrysler-Plymouth, 473 U.S. 614, 625, 105 S.Ct. 3346, 3353, 87 L.Ed.2d 444 (1985) (quoting Moses H. Cone Memorial Hospital v. Mercury Constr. Corp., 460 U.S. 1, 24, 103 S.Ct. 927, 941, 74 L.Ed.2d 765 (1983)); Parsons & Whittemore, 508 F.2d at 976. The policy favoring arbitration “applies with special force in the field of international commerce.” Mitsubishi, 105 S. Ct. at 3356-57. See also Genesco, Inc. v. T. Kakiuchi & Co., 815 F.2d 840, 847 (2d Cir.1987) (<HOLDING>). We review de novo a contention that the Options: A. recognizing added presumption B. recognizing a presumption of reasonableness C. recognizing presumption and finding that it was overcome D. recognizing this presumption E. recognizing presumption

assistant: The best answer is A. recognizing added presumption
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: unless otherwise expressly permitted in this agreement , you may not copy , distribute , display or perform publicly , sublicense , decompile , disassemble , reduce to human readable form , execute publicly , make available to the public , adapt , make commercial use , process , compile , translate , sell , lend , rent , reverse engineer , combine with other software , modify or create derivative works of any of the services , which are subject to intellectual property rights or other proprietary rights , either by yourself or by a third party on your behalf , in any way or by any means , including , but not limited to electronic , mechanical or optical means , other than as expressly permitted in this agreement .

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: Except as otherwise provided in this Agreement or by action of the Committee to reduce the number of Restricted Stock Units that would otherwise vest hereunder, the Restricted Stock Units shall vest as set forth in Attachment 1.

assistant: Vesting