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 Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The failure of either party to insist on strict performance of any covenant or condition hereof, or to exercise any option contained herein, shall not be construed as a waiver of such covenant, condition or option in any other instance.

assistant: No 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 case excerpt and choose the best holding from the options. Case excerpt: jurisdictional issues was limited to the context of statutory jurisdiction. We indicated that constitutional nexus jurisdiction is still an issue for the court’s determination. Perlaza, 439 F.3d at 1167 (“[S]hould a jury conclude on remand that the [vessel was foreign], the district court will ... have to determine whether the Government established a sufficient nexus between the [vessel] and the United States.” (e (1st Cir.1999) (stating that due process is not violated because it is not arbitrary or fundamentally unfair to exert authority with the flag nation's consent). The Third Circuit has rejected the proposition that nexus is required without expressly distinguishing between stateless and foreign vessels. See United States v. Martinez-Hidalgo, 993 F.2d 1052, 1056 (3d Cir.1993) (<HOLDING>); see also United States v. Perez Oviedo, 281 Options: A. holding that preplea notice of habitualization is clearly a legal matter involving no factual determination and thus no contemporaneous objection is required to preserve this issue B. holding that no nexus is required in part because salinas left the nature of any necessary connection unanswered C. holding that no nexus was required in a determination involving a stateless vessel D. holding that a nexus between the corporate officers or directors official activity and the matter for which indemnification is sought must be shown though no more than a nexus whether a nexus exists is a question of fact to be determined by the trial court considering all the circumstances surrounding the proposed indemnification E. holding that no federal nexus is required

assistant: The best answer is C. holding that no nexus was required in a determination involving a stateless vessel
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: 369 U.S. 659 82 S.Ct. 1035 8 L.Ed.2d 273 Adolph HOHENSEEv.NEW SYNDICATE, INC., etc. No. 214. Supreme Court of the United States May 14, 1962 Rehearing Denied June 11, 1962. See 370 U.S. 920, 82 S.Ct. 1552. James C. Newton, for petitioner. Stuart N. Updike, for respondent. On Petition for Writ of Certiorari to the United States Court of Appeals for the Third Circuit. PER CURIAM. 1 The petition for writ of certiorari is granted. The judgment is vacated and the case is remanded for consideration in light of Goldlawr, Inc., v. Heiman, 369 U.S. 463, 82 S.Ct. 913, 8 L.Ed.2d 39. 2 Mr. Justice HARLAN and Mr. Justice STEWART, for the reasons given in their dissent in the Goldlawr case, would deny certiorari. 3 Mr. Justice FRANKFURTER took no part in the consideration or decision of this case.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: burden of proving the offense charged beyond a reasonable doubt.” Id. I would hold that it is error for a trial court to charge the jury that an alleged victim’s testimony needs no corroboration. Although section 16-3-657 contains current and correct law, it is not a proper subject of a jury charge. Section 16-3-657 prevents courts, either on a dispositive motion at the trial level or on appellate review, from finding a lack of sufficient evidence to support a conviction because the alleged victim’s testimony is uncorroborated. See James Cranston Gray, Jr., Criminal Law—Rape Reform in South Carolina, 30 S.C. L.Rev. 45, 55-60 (1979) (discussing the no-corroboration rule as governing judicial review of the sufficiency of the evidence); cf. Ludy v. State, 784 N.E.2d 459, 468 (Ind.2003) (<HOLDING>). Charging this rule does not assist the jury Options: A. holding that reviewing court may consider trial evidence in reviewing denial of motion to suppress B. holding that the nocorroboration rule is a legal standard for a court reviewing a conviction C. holding that a chancellor reviewing the decision of a state agency properly reversed and rendered where once the legal standard to be applied properly had been established remanding the case would be futile given st dominics admission that it could not meet that legal standard D. holding that when the state court uses the wrong legal standard the rule of deference does not apply E. holding that a reviewing court is not to substitute its decision for that of the board

assistant: The best answer is B. holding that the nocorroboration rule is a legal standard for a court reviewing a conviction
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: On the Closing Date, with respect to the Existing Letters of Credit and by the issuance of each other Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Banks or the Lenders, the Issuing Bank that has issued such Letter of Credit hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.05(h) , or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is irrevocable and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Total Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

assistant: Participations
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 Commonwealth waived its Eleventh Amendment immunity through the actions of its alter ego, CDC, in pursuing counterclaims against MD in federal court presents a difficult Eleventh Amendment issue: does a state voluntarily waive its Elevehth Amendment protection against suit in federal court when its alter ego invokes the jurisdiction of the federal court through counterclaims and cross-claims? Futura presents a more than colorable claim that in this case, the actions of CDC in the original action (in invoking the jurisdiction of the court by filing its counterclaims against both USI and MD and the like) were sufficient to provide consent to suit in federal court on the part of the Commonwealth. See Gunter v. Atlantic Coast Line R. Co., 200 U.S. 273, 26 S.Ct. 252, 50 L.Ed. 477 (1906) (<HOLDING>); cf. College Savings Bank v. Florida Prepaid Options: A. holding that south carolina waived eleventh amendment immunity where county treasurers empowered to act on behalf of the state litigated state claims in federal court represented by the state attorney general B. holding that state defendant waived eleventh amendment immunity to a federal claim by removing to federal court C. holding an exception to eleventh amendment immunity inapplicable in a suit against state officials on the basis of state law D. holding that state could not assert sovereign immunity defense where the state had waived immunity in state court and agreed to remove suit to federal court E. holding that state did not waive eleventh amendment immunity by removing case to federal court

assistant: The best answer is A. holding that south carolina waived eleventh amendment immunity where county treasurers empowered to act on behalf of the state litigated state claims in federal court represented by the state attorney 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: from reliable sources on the Internet may be judicially noticed). 3 . Instead of contesting whether Section 98 may apply to witnesses covered by Section 1987(b), Plaintiff argues only that Marin is not the type of witness eligible for a written notice pursuant to Section 1987(b). Opp. at 9-10. However, this argument is inapposite because'the applicability of Section 1987(b) to Marin in the instant case does not alter the Court’s analysis of the plain meaning of Section 98, 4 . Additionally, the Court notes that Marin had authorized H&H to accept service on her behalf, see Compl., Ex. 1, and that as a result, had Plaintiff served. H&H, the service would have been binding upon Marin. See Tresway Aero, Inc. v, Superior Court, 5 Cal.3d 431, 441-42, 96 Cal.Rptr. 571, 487 P.2d 1211 (1971) (<HOLDING>). 5 .Defendants have filed an unopposed request Options: A. holding that defendant suffered no prejudice from allegedly improper comment on defendants refusal to testify B. holding that a defendant bears the burden of objecting to an allegedly improper closing argument at the time the improper argument is made C. holding that a defendant was estopped from asserting improper service where the defendants conduct caused the allegedly improper service D. recognizing that a default judgment based on improper service is void E. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service

assistant: The best answer is C. holding that a defendant was estopped from asserting improper service where the defendants conduct caused the allegedly improper service
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 Third Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a right of recourse against Tom’s Foods in the event Dixie defaulted on the promissory notes; Thus, Tom’s Foods had ah economic interest in the relationship between STI and Dixie. See Waddell, supra. Second, Tom’s Foods was at all times acting as STI’s agent and, for purposes of repossessing Dixie’s vending machines, stood in the shoes of STI. STI had a legal right to repossess Dixie’s equipment, including its vending machines. As STI’s agent, Tom’s Foods had no more and no less right than STI had. As STI’s agent, Tom’s Foods was within its right to repossess the vending machines and to collect the moneys from those machines because STI would have been within its rights to do so. See Parsons, supra; Atlanta Market Center, supra; and Colonial Bank v. Patterson, 788 So.2d 134 (Ala.2000) (<HOLDING>). Third, Tom’s Foods cannot be a stranger to Options: A. holding that the plaintiff stated a claim for tortious interference B. holding that a defendant could not be liable for tortious interference with a business relation where the defendant merely exercised its legal rights C. recognizing action for tortious interference with prospective advantage D. holding that the first element in a prima facie case of tortious interference with prospective business advantage is the existence of business expectancy E. holding that a patentee could sue for tortious interference along with its claims of infringement

assistant: The best answer is B. holding that a defendant could not be liable for tortious interference with a business relation where the defendant merely exercised its legal rights
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: Comments accompanying our current version of the UCC have specified that closely-held stock is to be considered a security under the UCC. See Tenn.Code Ann. § 47-8-103, Comments to Official Text, n. 2 (Supp.1998). 23 . See Unif. Commercial Code, 1A U.L.A. 1 (Supp.1999). 24 . The alleged agreement in this case is governed by Tenn.Code Ann. § 47-8-319 as it existed in the 1992 Replacement volume. However the statute has not been amended since appearing in that volume, and our analysis also applies to the current version of the statute, found in the 1996 Replacement volume. 25 . See Bunch v. Macawber Engineering, Inc., No. 91-1374 (D.W.Penn.). 26 . See Tenn.Code Ann. § 47-8-319(d) (1992 Repl. & 1996 Repl.). 27 . Cf. Keigan v. Goode, 28 Mass.App.Ct. 775, 556 N.E.2d 118, 119-20 (1990) (<HOLDING>); Oakley v. Little, 49 N.C.App. 650, 272 S.E.2d Options: A. holding that where one party had received a written agreement and conformed his conduct to that agreement for an extended period of time but failed to sign the agreement he was equitably estopped from denying the validity of the agreement B. holding that it was error for the court to enter a modified agreement which materially altered the agreement reached by the parties C. holding part performance of an oral agreement necessary to take the oral agreement out of the statute of frauds must be consistent only with the existence of the alleged oral contract D. holding that the judicial admission exception did not apply to prove the existence of an oral agreement for the sale of stock where the defendant offered his deposition testimony acknowledging that the parties agreed to have a document transferring the stocks drafted by an attorney because the defendants references to the agreement were in terms of a tentative or incomplete agreement and because any admission of such a contract would necessarily have to include a statement of the price and quantity terms E. holding in a suit to establish the existence of an oral agreement for the sale of stock that the judicial admission exception was not satisfied by the plaintiffs deposition testimony acknowledging that before negotiations had broken down the parties had reached an agreement with regard to price and quantity of stock and had drafted a document reflecting the agreement

assistant: The best answer is E. holding in a suit to establish the existence of an oral agreement for the sale of stock that the judicial admission exception was not satisfied by the plaintiffs deposition testimony acknowledging that before negotiations had broken down the parties had reached an agreement with regard to price and quantity of stock and had drafted a document reflecting the agreement
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: after damage had accrued”) (citation and internal quotation marks omitted). A constitutional challenge to any statute seeking declaratory relief striking down that statute “must be presented in the context of a specific live grievance.” Golden, 394 U.S. at 108, 89 S.Ct. 956. Here, Plaintiffs have failed to allege sufficient facts to support a conclusion that an actual controversy exists. Plaintiffs’ first amended complaint alleges that § 981(a) is unconstitutional because it violates the Fifth Amendment due process clause and the Eighth Amendment excessive fines clause. However, Plaintiffs fail to allege that they continue to structure their banking transactions or that they anticipate structuring their banking transactions in the immediate future. Further, Plain 4, 609 (D.Md.1983) (<HOLDING>). The district court properly concluded that Options: A. holding that a state courts finding that the prosecutor did not have probable cause to go forward with the charges did not necessarily mean that probable cause to make the initial arrest was lacking B. holding that under fourth amendment standards for determining probable cause for arrest and probable cause for search and seizure are same C. holding that probable cause to believe certain individuals were members of a conspiracy did not give probable cause to search the contents of the room in which they were arrested D. holding that former detainee who alleged that she had been stripsearched without probable cause before being incarcerated but who could not credibly allege that she would again be arrested and stripsearched without probable cause did not have standing to seek declaratory relief with respect to constitutionality of the strip search E. holding that even though the plaintiff was incarcerated for only one day before his extradition hearing the complaint was sufficient to establish a due process violation at the pleadings stage because it alleged among other things that the defendants falsely arrested the plaintiff without probable cause and with deliberate indifference to the plaintiffs rights

assistant: The best answer is D. holding that former detainee who alleged that she had been stripsearched without probable cause before being incarcerated but who could not credibly allege that she would again be arrested and stripsearched without probable cause did not have standing to seek declaratory relief with respect to constitutionality of the strip search
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has the corporate power and the authority to execute, deliver and perform this Agreement and each other document contemplated by this Agreement and the Transaction Documents. The execution, delivery and performance of the Transaction Documents by the Company have been duly authorized by its board of directors. No other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of the Transaction Documents. The Transaction Documents have been duly executed and delivered by the Company and, assuming due execution and delivery hereof by the Investor, are valid and legally binding agreements of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability relating to or affecting creditors’ rights, to general equity principles, and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of the Transaction Documents that purport to provide indemnification for securities laws liabilities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The proceeds of the Revolving Loans will be used on and after the Restatement Effective Date for working capital and other general corporate purposes (including the Accelerated Share Repurchase Program, other Share Repurchases and related fees and expenses) of the Borrower and the Subsidiaries and other transactions not prohibited by this Agreement, including Permitted Acquisitions; provided that no proceeds of any Loans and no Letter of Credit will be used in connection with the purchase or acquisition of Equity Interests of any Person that was preceded by, or consummated pursuant to, an unsolicited tender offer or proxy contest initiated by or on behalf of the Borrower or any other Subsidiary. Letters of Credit will be used by the Borrower and the Subsidiaries for general corporate purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any term of this Agreement may be amended or waived only with the wr itten consent of the parties. This Agreement, including any exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior and contemporaneous writings with respect to the subject matter hereof. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, email or confirmed facsimile, 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice, or if no address is set forth below, at the most recent address set forth in the Company’s books and records. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

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 case excerpt and choose the best holding from the options. Case excerpt: out of the defective and unsafe co drilled in a negligent manner, that respondents’ negligence after the gas line strike prevented those in danger from being warned, and that respondents’ negligence prevented the gas from being turned off in time to avert an explosion. At the time of the explosion, the anchor was bent out of alignment and had pierced a gas line. Jaenty appears to argue that this condition of the anchor does not qualify as a “defective and unsafe condition” because any damage to the anchor or caused by the anchor occurred because of errors during the installation process. This court has already held that negligence during the installation process can lead to a “defective and unsafe condition of an improvement to real property.” See Pac. Indem. Co., 260 N.W.2d at 552-55 (<HOLDING>). Because the anchor was not installed Options: A. recognizing that in 1998 the legislature repealed a previous version of the statute and enacted two statutes in replacement B. holding that the 1999 version of the sorp like the 1997 version is nonpunitive in both intent and effect C. holding that a previous version of section 541051 applied to damages resulting in part from installing a furnace too close to a nearby wall D. holding in part that the 1987 version of article 28061 was unconstitutional E. holding that a statute of limitations defense raised for the first time during trial was waived construing a previous version of federal rule of criminal procedure 12 that was not substantively different from the current version

assistant: The best answer is C. holding that a previous version of section 541051 applied to damages resulting in part from installing a furnace too close to a nearby wall
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to provide Executive with the severance payments and benefits described in Section 4(b) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof, including, but not limited to, tax equalization and relocation/repatriation and other expatriate assignment benefits due to Executive in connection with employment outside the United States.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Purchaser shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable Securities as defined by this Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you use a work or school email address to access services covered under these terms , you may be prompted to update the email address associated with your microsoft account in order to continue accessing such 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: Section 920, comment d; see also Section 920, comment a (stating that “[t]he rule stated in this Section normally requires that the damages allowable for an interference with a particular interest be diminished by the amount to which the same interest has been benefitted by the defendant’s tortious conduct”). Other jurisdictions have rejected the application of Section 920 in wrongful birth cases, see, e.g., Taylor v. Kurapati, 236 Mich.App. 315, 600 N.W.2d 670, 674-91 (1999) (abrogating the wrongful birth cause of action and commenting, in dicta, as to the inapplicability of the benefit rule); Bader v. Johnson, 675 N.E.2d 1119, 1123 (Ind.Ct.App.1997), while others have permitted an offset for emotional benefits, see, e.g., Phillips v. U.S., 575 F.Supp. 1309, 1319-20 (D.S.C.1983) (<HOLDING>); Harbeson v. Parke-Davis, Inc., 98 Wash.2d Options: A. holding that the emotional benefits to the parents resulting from the childs birth could be applied to offset any damage award B. recognizing the unique relationship between mother and child during pregnancy and birth and permitting mothers claim for emotional distress where the mothers emotional wellbeing and the birth of the child are inextricably intertwined C. holding that courts may look to parental conduct both before and after childs birth to determine whether termination is appropriate that parents conduct need not be directed at child and that danger to childs wellbeing may be inferred from parental misconduct standing alone D. holding that there was no evidence or inferences to be drawn from the evidence to support the damage award E. holding that to offset a jurys damage award a separate thirdparty insurance award must cover the same loss which served as the basis for the jury award

assistant: The best answer is A. holding that the emotional benefits to the parents resulting from the childs birth could be applied to offset any damage award
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has (i) valid leasehold interests in (in the case of material leasehold interests in real or personal property), or (ii) good title to (in the case of all other personal property), all of its material properties and assets reflected in the financial statements referred to in Section 6.1(e), except for assets disposed of since the date of such financial statements.

assistant: Liens
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: 444 U.S. 1 100 S.Ct. 7 62 L.Ed.2d 1 Richard Earl PILONv.Donald E. BORDENKIRCHER, Warden. No. 78-6932. Oct. 9, 1979. PER CURIAM. 1 The petitioner was convicted in a Kentucky court on a charge of first-degree manslaughter, and the judgment of conviction was sustained on direct appeal. Pilon v. Common- wealth, 544 S.W.2d 228 (Ky.1976). The petitioner then filed a habeas corpus petition in a Federal District Court, alleging that the Kentucky conviction was supported by evidence insufficient to afford him due process of law. The federal court denied relief. Applying the "no evidence" test of Thompson v. Louisville, 362 U.S. 199, 80 S.Ct. 624, 4 L.Ed.2d 654 (1960), the court concluded that "[a]lthough this was a close case on the evidence, we believe that the case was not devoid of an evidentiary basis for petitioner's conviction."* The Court of Appeals for the Sixth Circuit, also relying on the "no evidence" test, affirmed the denial of habeas corpus relief. 593 F.2d 264. 2 Thereafter, this Court in Jackson v. Virginia, 443 U.S. 307, 99 S.Ct. 2781, 61 L.Ed.2d 560 (1979), held that the Thompson "no evidence" test is constitutionally inadequate in a case such as this. An earlier decision had made clear that the Due Process Clause of the Fourteenth Amendment prohibits the criminal conviction of any person except upon proof of guilt beyond a reasonable doubt. In re Winship, 397 U.S. 358, 90 S.Ct. 1068, 25 L.Ed.2d 368 (1970). The Court in Jackson held that this constitutional requirement can be effectuated only if a federal habeas corpus court, in assessing the sufficiency of the evidence to support a state-court conviction, inquires "whether, after viewing the evidence in the light most favorable to the prosecution, any rational trier of fact could have found the essential elements of the crime beyond a reasonable doubt." 443 U.S., at 319, 99 S.Ct., at 2789 (emphasis omitted). 3 It is thus beyond dispute that the District Court and Court of Appeals applied an incorrect and inadequate constitutional test in resolving the petitioner's due process claim that his state-court conviction rested on insufficient evidence. Although it is quite possible that the evidence against the petitioner will survive a challenge under the correct constitutional standard, he is entitled to have his application for habeas corpus considered under that standard. 4 The motion for leave to proceed in forma pauperis and the petition for certiorari are granted, the judgment is vacated, and the case is remanded to the District Court for the Western District of Kentucky so that it may consider the petitioner's application for habeas corpus in the light of Jackson v. Virginia. 5 It is so ordered. * The opinion of the District Court is unreported.

assistant: 1
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to Executive, to his last known address shown on the payroll records of the Company, and if to the Company, to UCP, Inc., 99 Almaden, Suite 400 San Jose, CA 95113 attention: Chairman of the Compensation Committee of the Board of Directors, with a copy to the General Counsel of the Company at the same address, or (b) to such other address as either party shall have furnished to the other in accordance with this Section 10.

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 addition to payment of the expenses provided for in S ection 8.3 , the Borrower agrees to pay, and to save the Lender harmless from any delay in paying, stamp and other similar taxes, if any, including, without limitation, all levies, impositions, duties, charges or withholdings, together with any penalties, fines or interest thereon or other additions thereto, which may be payable or determined to be payable in connection with the execution and delivery of this Agreement and the Loan Documents or any modification of any thereof or any waiver or consent under or in respect of any thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

assistant: Warranties
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: subpoenas-mailing notice for two subpoenas ten days after service and mailing notice for one subpoena seven days after service. Biocore, 181 F.R.D. at 667. In so doing, Butler violated, Fed. R.Civ.P. 45(b)(1). Butler argues in the alternative that, even if he violated procedural rules, the district court erred when it found that he had violated MRPC 8.4(g) because his repeated violations of procedural rules could not constitute a violation. Appellant’s Brief at 15-16. The district court held that “a course of errors can violate Rule 8.4(g) when it raises evidence of incompetence, even when the errors are unintentional.” Biocore, 181 F.R.D. at 674 (citing In the Matter of Jenkins, 255 Kan. 797, 877 P.2d 423, 429 (Kan.1994)); State v. Dixon, 233 Kan. 465, 664 P.2d 286, 291 (Kan.1983) (<HOLDING>) (quotations omitted). Butler attempts to Options: A. holding that an attorney violates ethical standards when he is unable or refuses to accept and perform the obligations of the legal profession B. holding that an attorney violated rule 84d when he failed to perform any effective action on behalf of his client C. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service D. holding that in light of kelms persistent refusal to accept an appointed attorney to hire his own attorney or to expressly waive his right to an attorney the district courts decision forcing kelm to represent himself was fair and reasonable E. holding that a defendants statements to his attorney that he was going to kill his wife and motherinlaw could support a conviction for terroristic threats because the defendants frequent use of law books and greaterthanusual appreciation of the contours of attorneyclient privilege would allow a jury to conclude that the defendant knew the attorney would have had an ethical duty to report the threat

assistant: The best answer is A. holding that an attorney violates ethical standards when he is unable or refuses to accept and perform the obligations of the legal profession
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, or appendices attached to this Agreement, or the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Award Certificate shall be governed by, and construed in accordance with, the laws of the State of California (disregarding any choice-of-law provisions). Any dispute or disagreement regarding the Participant’s rights under this Award Certificate shall be settled solely by binding arbitration in accordance with applicable rules of the American Arbitration Association.

assistant: Arbitration
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: Subtenant shall not assign, sublease, mortgage, pledge or hypothecate its subleasehold interest or any part thereof, whether by operation of law or otherwise, without the prior written approval of Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. Any purported assignment, sublease or other pledge or conveyance in violation of this provision shall be null, void and of no legal effect. The merger of Subtenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Subtenant, or the assignment of a substantial portion of the assets of Subtenant, whether or not located at the Premises, shall not constitute an assignment hereunder.

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: Procedure Act unquestionably provides authority to agencies to adopt mandatory internal administrative appeals. See 5 U.S.C. § 704. Courts have routinely applied the exhaustion doctrine to bar judicial review of underlying merits determinations where a party fails to timely appeal under an agency’s internal regulations. See, e.g., Spitzer Great Lakes Ltd. v. United States EPA, 173 F.3d 412, 414 (6th Cir.1999) (“Because the Board’s order dismissing Spitzer’s administrative appeal was based solely on Spitzer’s failure to comply with the agency’s procedural deadlines, we limit our review to the question of whether the Board abused its discretion in requiring strict compliance with its regulatory deadlines.”); Glisson v. United States Forest Serv., 55 F.3d 1325, 1328 (7th Cir.1995) (<HOLDING>); Blevins v. United States DOL, 683 F.2d 139, Options: A. holding that bivens plaintiff was not required to exhaust administrative remedies where administrative remedy program provided only for injunctive relief B. holding that claims not presented to the ij and bia should be dismissed for failure to exhaust administrative remedies C. holding that partys failure to file a timely internal administrative appeal as required by regulations of the department of agriculture constituted failure to exhaust administrative remedies and precluded judicial action D. holding that constitutional claims against defendants in their individual capacities were precluded by plaintiffs failure to exhaust administrative remedies under pertinent statutory scheme E. holding that failure to take available appeal to board of immigration appeals constitutes failure to exhaust administrative remedies and deprives the court of appeals of jurisdiction to review

assistant: The best answer is C. holding that partys failure to file a timely internal administrative appeal as required by regulations of the department of agriculture constituted failure to exhaust administrative remedies and precluded judicial action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you own your user content , but you give zynga a perpetual and irrevocable ( other than as provided below ) , worldwide , fully paid-up and royalty free , non-exclusive , license to use your user content and any modified and derivative works thereof in connection with the service , including in marketing and promotions .

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: Upon the occurrence of an Event of Default, Sublessor shall have, in addition to any other rights and remedies available to it under this Sublease and/or at law and/or in equity, any and all rights and remedies of Master Lessor set forth in Section 14.2 of the Master Lease as incorporated herein. All rights and remedies of Sublessor herein enumerated shall be cumulative and none shall exclude any other right allowed by law or in equity and said rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises.

assistant: Remedies
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: fees. The Bankruptcy Court’s refusal to grant the proposed draconian sanction was not an abuse of discretion. V. The Injunction A party is entitled to a permanent injunction if it can establish that it will suffer continuing injury for which there is no adequate remedy at law. Women’s Medical Professional Corp. v. Baird, 438 F.3d 595, 602 (6th Cir.2006). The scope of injunctive relief is reviewed for an abuse of discretion. Id. In this country, there is a rich tradition of freedom of speech. E.g., U.S. Const. amend I; New York Times Co. v. Sullivan, 376 U.S. 254, 84 S.Ct. 710, 11 L.Ed.2d 686 (1964); Near v. State of Minnesota, 283 U.S. 697, 51 S.Ct. 625, 75 L.Ed. 1357 (1931). Accordingly, the courts must tread lightly when enjoining speech. E.g., Near, 283 U.S. at 721, 51 S.Ct. 625 (<HOLDING>). The freedom of speech is not an absolute Options: A. holding that injunction of scandalous newspaper was unconstitutional B. holding unconstitutional injunction barring dissemination of allegedly libelous letter C. holding that the injunction did not constitute a claim D. holding that a regulations criteria for determining whether a publication is a newspaper was unconstitutional where it discriminated on the basis of the content of the speech E. holding that it was reasonably foreseeable to the defendant that the letter he handdelivered to a newspaper in response to an advertisement would be sent by the newspaper to its customer via the us mails

assistant: The best answer is A. holding that injunction of scandalous newspaper was unconstitutional