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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Outlot L’s parking is insufficient for the size of the building. Minnwest claims that because Outlots L and M have a reciprocal parking agreement, Outlot M is required to accommodate any extra parking. But a reciprocal parking agreement does not anticipate or excuse an encroachment. Despite these concerns, the district court 'concluded that because RTB has an adequate remedy at law through damages, RTB is not irreparably harmed. Whether an encroachment is de minimis.may affect either whether the property owner is irreparably harmed by its existence or whether the cost of removal would be too great compared to the inconvenience caused the neighbor by the continuance of the encroachment. See, e.g., Rose Nulman Park Found, ex rel. Nulman v. Four Twenty Gorp., 93 A.3d 25, 30-31 (R.1,2014) (<HOLDING>).. For example, whether an encroachment is de Options: A. holding that rule 11 applied to a letter sent with the intent to influence the court with respect to injunctive relief B. holding that injunctive relief was unwarranted when the jurys award already included prospective relief C. holding that a court may award injunctive relief against a state officer D. holding that an encroachment of 66 was not de minimis and the district court grappled with the relative hardships to the parties before granting injunctive relief E. holding because the district court refused to grant plaintiff reinstatement or any other injunctive relief the damage award was neither incidental to nor intertwined with any other relief

assistant: The best answer is D. holding that an encroachment of 66 was not de minimis and the district court grappled with the relative hardships to the parties before granting injunctive relief
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: • access , tamper with , or use non-public areas of the site , academia.edu 's computer systems , or the technical delivery systems of academia.edu 's providers ;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The Consultant will execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement.

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: shock the conscience of the court.” Rivera, 402 F.3d at 35; Hasenfus v. LaJeunesse, 175 F.3d 68, 72 (1st Cir.1999) (“Outside of a few narrow categories, ... this means conduct that is truly outrageous, uncivilized,' and intolerable,”). “The burden to show state conduct that ‘shocks the conscience’ is extremely high, requiring ‘stunning evidence of arbitrariness and caprice’ that extends beyond ‘[m]ere violations of state law, even violations resulting from bad faith’ to ‘some thing more egregious and extreme.’ ” Melendez-Garcia v. Sanchez, 629 F.3d 25, 36 (1st Cir.2010) (quoting J.R. v. Gloria, 593 F.3d 73, 80 (1st Cir.2010)). 3d 790, 796-97 (8th Cir.1998) (finding substantive due process violation where officer raped woman in connection with car stop), with Hasenfus, 175 F.3d at 72 (<HOLDING>), and Abeyta v. Chama Valley Indep. Sch, Dist., Options: A. holding that schools have no duty under the due process clause to protect students from assaults by other students even where the school knew or should have known of the danger presented B. holding that transfer rule denying eligibility to students transferring from public to private schools did not violate the students rights to due process or equal protection of the laws as provided by the fourteenth amendment C. holding mentally disabled suicide victim to reasonable person standard D. holding that schools failure to adequately address and remediate known physical and sexual misconduct by students did not constitute an affirmative act for statecreated danger E. holding that schools failure to take steps to prevent students attempted suicide was not even close to violating this outrageousness standard

assistant: The best answer is E. holding that schools failure to take steps to prevent students attempted suicide was not even close to violating this outrageousness standard
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: into a custodial account in its own name and, after a [debt relief company] negotiates a settlement, [the company] distributes money to the creditor in payment or partial payment of the consumer’s debt.” Id. at 324, ¶ 10. In so holding, the court noted that “the debt adjusting statute should be construed liberally in favor of the consumers it aims to protect.” Id. at 326, ¶ 17. ¶ 34 Consistent with the Washington Supreme Court’s reasoning in Carlsen, it would be unreasonable to construe A.R.S. § 6-701(4) to allow a company to avoid licensure simply by splitting its operations into multiple entities, then putting one in charge of receiving money and another in charge of distribution. See Carlsen, 256 P.3d at 325, ¶ 12; see also Browne v. Nowlin, 117 Ariz. 73, 77, 570 P.2d 1246 (1977) (<HOLDING>); Perini Land & Dev. Co. v. Pima County, 170 Options: A. holding that a plaintiff who had asserted no claim against a thirdparty defendant lacked standing to complain of the courts action with regard to the thirdparty defendant B. holding that a thirdparty providers claim against insurer for promissory estoppel was not preempted by erisa because the thirdparty provider was not bound by the terms of the erisa plan C. holding that plaintiff could not prevail as a thirdparty beneficiary where contract was not valid D. holding that the governments cooperation with a thirdparty is not sufficient to establish a thirdparty beneficiary relationship E. holding a lender could not circumvent a statutory prohibition against collecting certain fees by using a thirdparty escrow agent as a camoflauge

assistant: The best answer is E. holding a lender could not circumvent a statutory prohibition against collecting certain fees by using a thirdparty escrow agent as a camoflauge
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: see also Pennsylvania Rules of Professional Conduct Rule 3.3 (describing attorney’s duty of candor to the tribunal); Pennsylvania Rules of Professional Conduct Rule 3.1 (“A lawyer shall not bring or defend a proceeding, or assert or controvert an issue therein, unless there is a basis for doing so that is not frivolous ... ”). Simply put, once Mr. Lof-tus’s claim lost legal merit, Mr. deLone had a duty to withdraw the ease. As an officer of the court, Mr. deLone was not free to press on with a meritles review of an appellate court’s decision from the Supreme Court does not license an attorney to ignore the precedential value of that decision in other pending cases, as though it had no force or effect. See Ithaca College v. National Labor Relations Board, 623 F.2d 224 (2d Cir.1980)(<HOLDING>). In light of the factors cited by the Court Options: A. holding a plaintiff cannot avoid exhaustion simply because he or she asks for damages B. holding that decision cannot be ignored simply because review is being sought C. holding that a federal district court lacked subject matter jurisdiction over a suit that effectively sought review of an indiana state courts decision D. holding that the commissioners decision cannot be affirmed simply by isolating a specific quantum of supporting evidence E. holding that we lack jurisdiction when the relief sought is a review of the consuls decision denying them application for a visa

assistant: The best answer is B. holding that decision cannot be ignored simply because review is being sought
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: under Donovan, but whose conversations would only be overheard in the background during intercepted wire communications.” Gov’t’s Opp’n ¶ 2. The Court likewise was unable to locate any direct legal authority on this point. Much of the case law concerning background conversations concerns the legality of the use of such conversations if the interception of background conversations was not specifically authorized by the order authorizing the wiretap. E.g., United States v. Baranek, 903 F.2d 1068, 1071-72 (6th Cir.1990) (finding use of information obtained from the interception of background conversations, although not explicitly authorized by the wiretap order, was permissible pursuant to the “plain view” doctrine); United States v. Couser, 732 F.2d 1207, 1209-10 (4th Cir.1984) (<HOLDING>). However, the plain language of Subsection b — Options: A. holding court of appeals role in reviewing issuance of wiretap order is not to make a de novo determination but to decide if facts were minimally adequate to support determination that was made B. holding that even if the calculation commenced on the date of the first indictment the defendants right to a speedy trial was not violated C. holding that an in dictment valid on its face is not subject to challenge on the ground that the grand jury acted on the basis of inadequate or incompetent evidence D. holding that questions concerning the admissibility of hearsay evidence rest within the sound discretion of the trial court and this court will not interfere in the absence of abuse appearing on the face of the record E. holding the interception of background conversations even if not permitted on the face of the wiretap order was not a basis for suppressing the wiretap

assistant: The best answer is E. holding the interception of background conversations even if not permitted on the face of the wiretap order was not a basis for suppressing the wiretap
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: Schedule 3.05 is a correct and complete list of the name and relationship to the Loan Parties of each and all of the Loan Parties’ respective Subsidiaries and other Affiliates, subject to the addition of any new Subsidiaries pursuant to a Permitted Acquisition.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the notice must ( 1 ) include your name , residence address , and the email address and/or mobile telephone number ; ( 2 ) describe the nature and basis of the claim ; and ( 3 ) set forth the specific relief sought .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement together with all Schedules constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes any and all agreements, whether oral or written, between the Parties with respect to its subject matter. No amendment or modification to this Agreement will be valid unless in writing and signed by both Parties. If any portion of this Agreement is found to be invalid or unenforceable, such provision will be deemed severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement, except to the extent that the severed provision deprives either Party of a substantial portion of its bargain. Neither Party will be deemed to have waived any rights or remedies accruing under this Agreement unless such waiver is in writing and signed by the Party electing to waive the right or remedy. The waiver by any Party of a breach or violation of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of this Agreement. Neither Party will be liable for any delay or failure to perform under this Agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such Party's reasonable control. No Party may assign its rights or obligations under this Agreement without the express written consent of the other Party. Nothing in this Agreement will confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns. The expiration or termination of this Agreement or any Schedule will not destroy or diminish the binding force and effect of any of the provisions of this Agreement or any Schedule that expressly, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), governing law, arbitration, limitation of liability and indemnity.

assistant: Miscellaneous
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: our goal is to provide helpful and accurate information on the fitbit service , but we make no endorsement , representation , or warranty of any kind about any fitbit content , information , or services .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: We are troubled by this conclusion. Neither the arresting officer’s unre-viewed probable cause determination nor a court’s ruling in the distant future on the merits of the City’s forfeiture claim can fully protect against an erroneous deprivation of a claimant’s possessory interest as his or her vehicle stands idle in a police lot for months or years. Nevertheless, we conclude that, on balance, the second Mathews factor weighs in favor of the City. We acknowledge that the risk of erroneous seizure and retention of a vehicle is reduced in the case of a DWI owner-arrestee, because a trained police officer’s assessment of the owner-driver’s state of intoxication can typically be expected to be accurate. See People v. Bennett, 238 A.D.2d 898, 899, 660 N.Y.S.2d 772, 774 (4th Dep’t 1997) (<HOLDING>). Yet the City’s victory on the second Mathews Options: A. holding officers 60 hours of training at two different police departments that he had read a book on the subject and that the methods used in interpretation of bloodstains were of the type relied upon by experts in the field was sufficient B. holding that the court properly instructed jurors that the police officers were experts in determining a persons state of intoxication C. recognizing several factors including the possibility that the persons subject to the police action are themselves violent or dangerous the duration of the action whether the action takes place in the context of effecting an arrest the possibility that the suspect may be armed and the number of persons with whom the police officers must contend at one time D. holding that the state police is a state agency E. holding that even if the plaintiff had asserted a cause of action under the virginia wrongful death act against the city police officers the police officers would be entitled to sovereign immunity

assistant: The best answer is B. holding that the court properly instructed jurors that the police officers were experts in determining a persons state of intoxication
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 facially valid warrant once the defendant makes a preliminary showing that the affidavit contains information “that the affiant knew was false or would have known was false but for his reckless disregard for the truth,” and that absent the false information, the affidavit would not support a showing of probable cause. 438 U.S. 154 (1978); see also United States v. Leon, 468 U.S. 897, 923 (1984); United States v. Stanert, 762 F.2d 775, 780 (9th Cir. 1985); Am. Samoa Gov’t. v. Samana, 30 A.S.R.2d 98 (Trial Div. 1996) (applying the similar provision in Article I, Section 5 of the Revised Constitution of American Samoa). Similarly, if an officer omits critical information from a search warrant application, a defendant may also be entitled to a hearing. See Stanert, 762 F.2d at 781 (<HOLDING>). Likewise then, a defendant is entitled to a Options: A. holding an agents false statements reckless because she was aware of the true facts surrounding the suspects arrest B. holding that only deliberate clear and unambiguous statements are judicial admissions C. holding that false statements are constitutionally protected D. holding that a challenge to the truth of the affidavit was not sufficient for a franks hearing where defendant offered no evidence that the affiant knowingly or recklessly gave false statements E. holding that deliberate or reckless omissions of facts that tend to mislead are false statements for franks purposes

assistant: The best answer is E. holding that deliberate or reckless omissions of facts that tend to mislead are false statements for franks purposes
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: same channels of trade utilizing the same advertising vehicles. Therefore, there is a strong likelihood of confusion as to the source of Defendants’ products. C. Resale of a Genuine Trademarked Product And the Material Difference Exception Defendants’ products are also infringing because they are materially different than TracFone’s genuine Phones. The first sale doctrine does not apply when an alleged infringer sells trademarked goods that are materially different than those sold by the trademark owner. See Davidoff & CIE, S.A. v. PLD Int’l Corp., 263 F.3d 1297, 1301 (11th Cir.2001); Iberia Foods v. Romeo, 150 F.3d 298, 302-3 (3d Cir.1998); Enesco v. Price/Costco Inc., 146 F.3d 1083, 1087 (9th Cir.1998) (quoting Warner-Lambert Co. v. Northside Dev. Corp., 86 F.3d 3, 6 (2d Cir.1996) (<HOLDING>)); Martin’s Herend Imports, Inc. v. Diamond & Options: A. holding that contributory trademark infringement requires some predicate act of infringement B. holding that to constitute infringement under the doctrine of equivalents the accused product must contain each limitation of the claim or its equivalent C. holding that a nonconforming product is not genuine and its distribution constitutes trademaik infringement D. holding that whether a product is within comment k should be determined on a case by case basis where it is shown that the product is unavoidably unsafe and product of exceptional social need E. holding that plaintiffs infringement claim against defendants laterdeveloped product would be barred by laches and estoppel found applicable to earlier product if subsequent product is equivalent to earlier one under doctrine of equivalents

assistant: The best answer is C. holding that a nonconforming product is not genuine and its distribution constitutes trademaik infringement
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 all controversies which may arise between the parties related to or arising from this Agreement) is governed by the laws of the State of New York, without regard to conflicts of law principles. The parties agree that the exclusive venue for disputes under this Agreement shall be the state and federal courts located in New York County, New York. This Agreement will be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. The parties agree to waive trial by jury in any action, proceeding or counterclaim brought by or on behalf of any party with respect to any matter whatsoever relating to or arising from this Agreement, the engagement of Brookline hereunder or the Offering. The prevailing party in any legal proceeding between the parties hereto shall be entitled to collect any costs, disbursements and reasonable attorney’s fees from the other party.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 422 U.S. 935 95 S.Ct. 2670 45 L.Ed.2d 662 Mark WHITE et al., Appellants,v.Diana REGESTER et al. No. 73-1462. Supreme Court of the United States June 30, 1975 Elizabeth B. Levatino, Asst. Atty. Gen., Austin, Tex., for appellants. David R. Richards, Austin, Tex., and Don Gladden, Fort Worth, Tex., for appellees. PER CURIAM. 1 We are informed that the State of Texas has adopted new apportionment legislation providing single-member districts to replace the multimember districts which are at issue before us in this case. That statute by its terms does not become effective until the 1976 elections, and intervening special elections to fill vacancies, if any, will be held in the districts involved as constituted on January 1, 1975. Rather than render an unnecessary judgment on the validity of the constitutional views expressed by the District Court in this case, which we do not undertake to do at this time, we vacate the judgment of the District Court and remand the case to that court for reconsideration in light of the recent Texas reapportionment legislation and for dismissal if the case is or becomes moot. 2 So ordered. 3 Mr. Justice DOUGLAS took no part in the consideration or decision of this case.

assistant: 2
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: no software from the tripadvisor websites may be downloaded or otherwise exported or re-exported ( a ) into ( or to a national or resident of ) cuba , iraq , sudan , north korea , iran , syria , or any other country to which the u.s. has embargoed goods , or ( b ) to anyone on the u.s. treasury department list of specially designated nationals or the u.s. commerce department 's table of deny orders .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1299. Here, appellant owned and solely operated the vessel carrying the marijuana and qualified as a captain or other opera tion officer. The district court therefore properly enhanced his base offense level pursuant to U.S.S.G. § 2Dl.l(b)(2)(B). Appellant’s sentence is AFFIRMED. 1 . In his brief on appeal, appellant does not challenge his conviction, the general applicability of a statutory mandatory minimum sentence, or the reasonableness of his sentence. We therefore do not consider these issues. See United States v. Blasco, 702 F.2d 1315, 1332 n. 28 (11th Cir.1983). Further, we do not consider the constitutional challenge to the safety valve determination that he raises for the first time in his reply brief. See Sepulveda v. U.S. Att’y Gen., 401 F.3d 1226, 1228 n. 2 (11th Cir.2005) Options: A. holding that failure to raise an issue in an opening brief waives that issue B. holding that a party abandoned an issue by failing to raise it in the opening brief C. holding that a partys failure to raise an issue in the opening brief waived the issue even though the party raised the issue in his reply brief D. holding that the failure to raise an issue in the opening brief waives the issue E. holding that appellant waived issue by failing to raise it in opening brief

assistant: The best answer is B. holding that a party abandoned an issue by failing to raise it in the opening brief
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 disclosed in writing to Purchaser prior to the Effective Date, there is no action, suit or proceeding, or any order, decree or judgment, at law or in equity pending or, to Seller’s knowledge, threatened against any Interests, Seller, Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner that, if adversely determined, would have a material adverse effect on the financial condition or results of operations of any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner, or that challenges or impairs Seller’s ability to execute, deliver or perform under this Agreement or to assign the Interests, or to consummate the transaction as contemplated herein. Except as disclosed in writing to Purchaser prior to the Effective Date, to Seller’s knowledge, there is no action, suit or proceeding, or any order, decree or judgment, at law or in equity pending or threatened against the Properties that, if adversely determined, would have a material adverse effect on the financial condition or results of operations of the Properties, or that challenges or impairs Seller’s ability to execute, deliver or perform under this Agreement or to assign the Interests, or to consummate the transaction as contemplated herein.

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: The substantive laws of Minnesota and the exclusive jurisdiction of the courts of Minnesota will be applicable hereto on the terms and conditions of this Agreement. The validity, enforceability, construction, and interpretation of this Agreement shall be governed by the laws of the State of Minnesota, without regard to any conflict-of-law or choice-of-law rules. I irrevocably waive the right, if any, to have the laws other than the State of Minnesota apply to this Agreement. The Dakota County District Court or the United States District Court for the District of Minnesota will have exclusive jurisdiction and venue over any disputes between me and Skyline for the purposes of any action arising out of or related to Skyline’s or my obligations hereunder, including specifically (but without limiting the generality of the foregoing), actions for temporary equitable relief and permanent equitable relief. Despite the fact that I am a Canadian citizen and reside in Ontario, I hereby (a) waive any objection that I might have now or hereafter to the foregoing jurisdiction and venue of any such litigation, action or proceeding, (b) irrevocably submit to the exclusive jurisdiction of any such court set forth above in any such litigation, action or proceeding, and (c) waive any claim or defense of inconvenient forum. Skyline and I hereby consent to service of process by registered mail, return receipt requested, at Skyline’s or my last known address (as modified by written notice of a party from time to time) and expressly waive the benefit of any contrary provision of law.

assistant: Venues
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 notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail or reputable overnight delivery service (charges prepaid).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that the Initial Closing shall not have occurred with respect to the Buyer on or before ten (10) Trading Days from the date hereof due to the Company’s or the Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date by delivering a written notice to that effect to each other party to this Agreement and without liability of any party to any other party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Indemnity may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts put together shall constitute but one and the same Indemnity.

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 Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

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: All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Article IX of the Credit Agreement with respect to the Administrative Agent at its notice address therein and with respect to any Guarantor, in care of the Borrower at the address of the Borrower set forth in the Credit Agreement or such other address or telecopy number as such party may hereafter specify for such purpose by notice to the Administrative Agent in accordance with the provisions of such Article IX .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile or electronic transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 11.3), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day after the day notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2017. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: A Performance Award shall be subject to performance-based vesting conditions and other restrictions, based on such factors and occurring over such period of time (the “performance period”) as the Committee may determine in its discretion. The Committee may provide whether any consideration other than Services must be received by the Company or any Subsidiary as a condition precedent to the settlement of a Performance Award.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: sense tells us that PCU was not performing any sort of public function when it entered into a mortgage contract with Grapentine or when it subsequently exercised the power of sale contemplated in the parties’ agreement. Nonetheless, Grapentine attempts to counter this point by arguing that legislation authorizing non-judicial foreclosures and sales in itself constitutes state action. The Supreme Court, unfortunately for Grapentine, has squarely rejected the argument that mere legislative authorization of a creditor’s private power of sale with respect to a debt owed constitutes a delegation of a traditional government function. Flagg Brothers, Inc. v. Brooks, 436 U.S. 149, 162-64, 98 S.Ct. 1729, 56 L.Ed.2d 185 (1978); see also Apao v. Bank of N.Y., 324 F.3d 1091, 1094 (9th Cir.2003) (<HOLDING>). We see no reason to depart from this logic Options: A. recognizing in the psc context that a legislative delegation of power to a legislative or executive agency permitting an agency to declare what the law is violates floridas separation of powers doctrine B. recognizing flagg brotherss holding that legislative approval of a private selfhelp remedy was not the delegation of a public function C. recognizing the delegation of authority to the united states attorneys D. recognizing the medicare statutes broad delegation of authority E. recognizing private right of action

assistant: The best answer is B. recognizing flagg brotherss holding that legislative approval of a private selfhelp remedy was not the delegation of a public function
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 his probation in another case. Id. at 3. We recognize the general principles of res judicata and law of the case, particularly as they pertain to post-convietion proceedings. As a general rule, when this court decides an issue on direct appeal, the doctrine of res judicata applies, thereby precluding its review in post-conviction proceedings. Ben-Yisrayl v. State, 738 N.E.2d 253, 258 (Ind.2000). The doe-trine of res judicata prevents the repetitious litigation of that which is essentially the same dispute. Id. The "law of the case" doctrine mandates that when an appellate court decides a legal issue, both the trial court and the court on appeal are bound by that determination in any subsequent appeal involving the same case and relevantly similar facts 213 (Ind.Ct.App.1984) (<HOLDING>). Unfortunately, the plea agreement and Options: A. holding that counsels failure to advise the defendant of the collateral consequences of a guilty plea cannot rise to the level of constitutionally ineffective assistance B. holding that defendants guilty plea could not be said to have been entered with full knowledge of the consequences of such a plea when the trial court clearly did not advise him that his prior convictions could influence either the decision to impose the maximum oneyear penalty on each count or the decision to order the terms to be served consecutively C. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing D. holding that an attorney is required to advise a defendant of the direct consequences of a plea and will not be found ineffective for failing to advise of collateral consequences of the plea E. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea

assistant: The best answer is B. holding that defendants guilty plea could not be said to have been entered with full knowledge of the consequences of such a plea when the trial court clearly did not advise him that his prior convictions could influence either the decision to impose the maximum oneyear penalty on each count or the decision to order the terms to be served consecutively
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 date and time of the Closing (the “ Closing Date ”) shall be 10:00 a.m., New York City time, on the Execution Date (or such later date as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of K&L Gates LLP, 200 S. Biscayne Boulevard, Ste. 3900, Miami, Florida 33139 or such other location agreed to by the parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits, investigations, proceedings, claims or disputes pending, or to the best knowledge of the Company or the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against the Company, or its Subsidiaries or any of their respective properties (a) which purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; (b) which are existing on the Restatement Date, other than as disclosed on Schedule 6.05(b) , provided , however , that none of the matters set forth on such Schedule 6.05(b) , whether taken individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect or (c) which arise after the Restatement Date, other than those which would not reasonably be expected to have a Material Adverse Effect. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.

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 case excerpt and choose the best holding from the options. Case excerpt: as stated in the Complaint, Defendants’ duty to act has not been established. The court is aware of no statutory guidance or binding precedent which is directly on point. The court has therefore reviewed non-binding precedent. Some courts have held that as administrative agencies, the USCIS and INS have a non-discretionary duty to process applications within a reasonable amount of time. Iddir v. I.N.S., 301 F.3d 492, 500 (7th Cir.2002) (“INS did have the duty to adju dicate the appellants’ applications in a reasonable period of time.”); Nyaga v. Ashcroft, 186 F.Supp.2d 1244, 1252-53 (N.D.Ga.2002) (Evans, J.) (requiring agency to make “diligent efforts” to adjudicate visa application) (vacated as moot) ; Agbemaple v. I.N.S., No. 97 C 8547, 1998 WL 292441, at *2 (N.D.Ill. May 18, 1998) (<HOLDING>). Other courts have held that scheduling Options: A. holding that twoyear delay was not reasonable B. holding that the governments position must be justified to a degree that could satisfy a reasonable person and have a reasonable basis in both law and fact citations omitted C. holding that adjudication must occur within a reasonable time a contrary position would permit the ins to delay indefinitely congress could not have intended to authorize potentially interminable delays D. holding that where a conflict between state and federal law is alleged it must be reasonable to conclude that congress would have intended to preclude the state law in question since it would make little sense to preempt state law in order to serve the purposes underlying federal legislation if congress itself would not require or admit of preemption of state authority E. holding that the governments position must have a reasonable basis in both law and fact citations omitted

assistant: The best answer is C. holding that adjudication must occur within a reasonable time a contrary position would permit the ins to delay indefinitely congress could not have intended to authorize potentially interminable delays
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: § 208 provides that “Chapter 1 applies to actions and proceedings brought under this chapter to the extent that that chapter is not in conflict with this chapter or the Convention as ratified by the United States.” The plain meaning of the statute is clear: a court may look to Chapter 1 of the FAA in determining whether to confirm an arbitral award so long as it does not conflict with the Convention and its implementing legislation, 9 U.S.C. §§ 201- 208. While not explicitly on point with this issue, the court in Industrial Risk Insurers held that grounds not enumerated in the Convention do not provide valid cause to vacate an award; namely, that an award cannot be vacated under the Convention on the ground that it is “arbitrary and capricious.” Indus. Risk Ins., 141 F.3d at 1443 (<HOLDING>). The court found that because the Convention Options: A. holding that a transcript is necessary if the asserted grounds for vacatur of arbitration award are grounded in the conduct of the proceeding B. holding that hall street restricts the grounds for vacatur to those set forth in section 10 of the faa C. holding that common law grounds such as manifest disregard of law and gross mistake were not valid grounds for vacatur of arbitration award as hall street forecloses any common law grounds for vacatur D. holding that the statutory grounds for vacatur and modification of arbitration awards may not be supplemented by contract E. holding that arbitrary and capricious ground for vacatur recognized along with the four grounds for vacatur specified in chapter 1 of the faa could not be used to vacate award under the convention

assistant: The best answer is E. holding that arbitrary and capricious ground for vacatur recognized along with the four grounds for vacatur specified in chapter 1 of the faa could not be used to vacate award under the convention
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 of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) any provisions of the Organizational Documents of the Company or (B) any agreement to which the Company is a party or by which the Company’s assets may be bound, or (ii) violate, or require any consent, approval, or notice under, any provision of any judgment, order or decree or any Applicable Law that is applicable to the Company, except, in the case of (i)(B) above, as would not reasonably be expected, either individually or in the aggregate, to impair the ability of the Company to perform its obligations hereunder on a timely basis.

assistant: No Conflicts