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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: these terms do n't grant you any right , title or interest in the services , others ' content in the services , dropbox trademarks , logos and other brand features .

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: element of Count Six as well as the judicial efficiency of joining all six counts in the same trial. Therefore, defendant’s motions to sever Counts One, Two, and Six from Counts Three, Four, and Five will be denied. E. The Audibility of the Government’s Audio and Video Recordings Defendant moves to preclude the Government’s audio and video recordings of conversations between defendant, the confidential informant, and the undercover ATF agent under the argument that portions of the recordings are inaudible. Defendant concedes that audio recordings must be substantially unintelligible in order to preclude the recording altogether on the basis that it is untrustworthy. See Defs. Mem. of Law in Supp., Dkt. No. 25, 20; see also United States v. Arango-Correa, 851 F.2d 54, 58 (2d Cir.1988) (<HOLDING>). Further, there is “a clear preference for the Options: A. holding that statements on tape recording were admissible for the limited purpose of putting the responses of the defendant in context and making them intelligible to the jury and recognizable as admissions B. holding presidential recordings and materials preservation act not to be bill of attainder C. holding a tape of a telephone call was admissible because one party to the call consented to the recording D. holding that under certain circumstances statements on a 911 tape may be admissible as a present sense impression E. holding that tape recordings may be admissible despite the inaudibility of portions of the conversations

assistant: The best answer is E. holding that tape recordings may be admissible despite the inaudibility of portions of the conversations
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: should be considered in the equitable balancing process [and that] an aggrieved person seeking preliminary relief outside the statutory scheme for alleged Title VII violations would have to make a showing of irreparable injury sufficient in kind and degree to justify the disruption of the prescribed administrative process....”). In interpreting Sampson, however, numerous other courts have assumed that the “genuinely extraordinary” test for irreparable harm applies in all employee discharge cases, whatever the asserted basis for relief. See, e.g., Stewart v. United States Immigration & Naturalization Serv., 762 F.2d 193, 199-200 (2d Cir.1985); E.E.O.C. v. Anchor Hocking Corp., 666 F.2d 1037, 1040-44 (6th Cir.1981). But see E.E.O.C. v. Cosmair, Inc., 821 F.2d 1085, 1090 (5th Cir.1987) (<HOLDING>). Such a conclusion is predicated, in our Options: A. holding that administrative remedies must be exhausted prior to filing a claim in court B. holding that the prisoner has the burden of demonstrating he has exhausted his administrative remedies in his complaint C. holding that a party may gain judicial review without exhausting its administrative remedies where pursuit of administrative remedies would be futile where strict compliance would cause irreparable harm and where the applicable statute is alleged to be void on its face D. holding that if adequate administrative remedies are available it is improper to seek relief in court before those remedies are exhausted E. holding that irreparable harm is presumed where discharged employee has exhausted her administrative remedies and proceeds under a civil rights statute

assistant: The best answer is E. holding that irreparable harm is presumed where discharged employee has exhausted her administrative remedies and proceeds under a civil rights statute
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: pretrial motions filed with the court, and the documents exchanged by the parties, Woods knew that at least on the planned day of trial, October 13, 2003, that some witnesses were S. Ct. 757, 102 L. Ed. 2d 927 (1989) (same); Mabry v. Johnson, 467 U.S. 504, 508, 104 S. Ct. 2543, 81 L. Ed. 2d 437 (1984) (same), overruled in part on other grounds by Puckett v. United States, 556 U.S. 129, 129 S. Ct. 1423, 173 L. Ed. 2d 266 (2009); United States v. Grigsby, 633 Fed. Appx. 696, 697 (10th Cir.) (unpublished opinion) (noting that to the extent the defendant asserted evidence would prove he did not commit the charged crime, his knowing guilty plea foreclosed any collateral attack on the conviction), cert. denied 136 S. Ct. 2031 (2016); Crow v. United States, 397 F.2d 284, 285 (10th Cir. 1968) (<HOLDING>); Clark v. State, 92 Idaho 827, 833, 452 P.2d Options: A. holding that guilty plea admits all elements of offense B. holding defendant by pleading guilty admits all essential elements of offense charged C. holding that plea of guilty admits all facts well pleaded and sentence imposed and is not subject to collateral attack on ground that as factual matter accused was not guilty of the offense charged D. holding that right to challenge factual basis is waived by guilty plea E. holding that a plea of guilty is an admission of all material facts alleged in the charge including those facts that serve as factual predicates to subject matter jurisdiction

assistant: The best answer is C. holding that plea of guilty admits all facts well pleaded and sentence imposed and is not subject to collateral attack on ground that as factual matter accused was not guilty of the offense charged
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 waiver by either party of any right hereunder or of any breach of this Agreement shall not operate as or be construed to be an amendment of this Agreement or a waiver of any future right or breach.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each US Borrower jointly and severally agrees to pay interest in respect of the unpaid principal amount of each Base Rate Loan from the date of Borrowing thereof until the earlier of (i) such Loan being paid by the US Borrower and (ii) the conversion of such Base Rate Loan to a LIBOR Loan pursuant to Section 2.06 or 2.09, as applicable, at a rate per annum which shall be equal to the sum of the relevant Applicable Margin plus the Base Rate, each as in effect from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither Sublandlord nor Subtenant and each of their respective shareholders, partners, members, officers, directors, employees, agents and representatives may disclose the subject matter or terms of this Sublease or the transaction contemplated hereby without the other parties’ prior written consent thereto, which written consent may be withheld in such party’s sole discretion; provided , however , that the provisions of this Section 15 shall not apply to any disclosure required by legal or regulatory authorities, any disclosure by such party’s lenders, architects, accountants, and attorneys, or any disclosure to Prime Landlord.

assistant: Confidentiality
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 to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address (physical or electronic) reflected on the Company’s records. Any notice shall be deemed duly given when sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service.

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: If Founder is an entity, such Founder is duly organized, validly existing and in good standing under the Laws of its organization and has all requisite power and authority to carry on its business as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Member shall be liable for any debts, liabilities, contracts or other obligations of the Company nor shall any Member be required to lend funds to the Company. Except as otherwise specifically required by ARTICLE III or by applicable law, no Member shall be required to make any Capital Contributions to the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Fannie Mae, ARB No. 08-060, 2011 WL 2614298, at *6 (Dep’t of Labor June 28, 2011) (finding error in the ALJ's use of the "definitive and specific” standard because it is inconsistent with the statutory language of Section 806); Mara v. Sempra Energy Trading, LLC, ARB No. 10-051, 2011 WL 2614345, at *7 (Dep't of Labor June 28, 2011) (same). 5 . The Dissent asserts that the accounting treatment of the Atlantis event does not suggest fraudulent conduct, characterizing the manner in which the event's expenses were originally to be treated as an "error” or "mistake.” (Dissenting Op. at 144-45 n.12.) That characterization ignores the fact that we are dealing solely with the allegations of a complaint, which must be viewed in the light most favorable to Wiest. See Phillips, 515 F.3d at 233 (<HOLDING>). In any event, the issue is not whether the Options: A. holding that courts must construe the complaint liberally in favor of the plaintiff by giving the plaintiff the benefit of all the inferences that can be reasonably drawn from the pleaded facts B. holding that in the wake of bell atlantic corp v twombly 550 us 544 127 sct 1955 167 led2d 929 2007 courts are still correct to construe the complaint in the light most favorable to the plaintiff and to determine whether under any reasonable reading of the complaint the plaintiff may be entitled to relief internal quotation marks omitted C. holding that we view the evidence in the light most favorable to the prevailing party D. holding that we must affirm the jurys verdict against a sufficiency challenge if there is substantial evidence taking the view most favorable to the government to support it internal quotation marks omitted E. holding that on review of grant of summary judgment to defendant stipulation must be interpreted in the light most favorable to plaintiff

assistant: The best answer is B. holding that in the wake of bell atlantic corp v twombly 550 us 544 127 sct 1955 167 led2d 929 2007 courts are still correct to construe the complaint in the light most favorable to the plaintiff and to determine whether under any reasonable reading of the complaint the plaintiff may be entitled to relief internal quotation marks omitted
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: version of the UCCJA, Russian custody decree may only be recognized and enforced where the decree was issued in connection with proceedings that comported with ideals of due process of law); Stock v. Stock, 677 So.2d 1341, 1345, 1348 (Fla.Dist.Ct.App.1996) (stating that the “goals of the UCCJA apply even when the other jurisdiction is a foreign nation” and remanding custody case for further proceedings to determine “whether Switzerland properly exercised jurisdiction in conformity with the policies of the UCCJA”); Ruppen v. Ruppen, 614 N.E.2d 577, 581-82 (Ind.Ct.App.1993) (determining that Italy was a “state” within the meaning of Indiana version of UCCJA and declining jurisdiction because Italy was children’s “home state”); McFaull v. McFaull, 560 So.2d 1013, 1014 (La.Ct.App.1990) (<HOLDING>); Klont v. Klont, 130 Mich.App. 138, 342 N.W.2d Options: A. holding that the term state in new jersey version of uccja includes foreign countries thereby rendering jurisdictional portions of act applicable to international custody disputes B. recognizing that the essential requisites of procedural due process are notice and meaningful opportunity to be heard C. holding that the general policies of the uccja adopted by louisiana extend to the international area and recognition and enforcement of custody decrees are extended to other countries if there has been reasonable notice and the opportunity to be heard D. holding that the uccja applied to a california child custody order granting temporary custody of two children to their father E. holding that procedural due process requires adequate notice and a meaningful opportunity to be heard

assistant: The best answer is C. holding that the general policies of the uccja adopted by louisiana extend to the international area and recognition and enforcement of custody decrees are extended to other countries if there has been reasonable notice and the opportunity to be heard
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 has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors rights generally and except as enforceability may be limited by general principle of equity and an implied covenant of good faith.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, Executive shall receive an initial annual base salary in an amount equal to Three Hundred Forty Thousand Dollars $340,000.00, less all applicable withholdings, which shall be paid in accordance with the customary payroll practices of the Company (as in effect from time to time, the “Annual Base Salary”). The Annual Base Salary shall be subject to annual review for possible increase, and the Annual Base Salary shall not be reduced without Executive’s consent, unless the reduction is related to a broader compensation reduction that is not limited to Executive and does not exceed 10% of Executive’s Annual Base Salary. For purposes of this Agreement, the definition of Annual Base Salary shall include all such increases, if any.

assistant: Base Salary
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 ll notices and other communications required or permitted under this Agreement (including the notice required by the definition of Good Reason as set forth in Exhibit A) shall be in writing, shall be given by personal delivery, overnight delivery by an established courier service, or by certified mail, return receipt required, and shall be deemed to have been duly given when delivered, addressed ( a ) if to Executive, at his address in the records of the Company, and if to ServiceMaster, to Servic eMaster Global Holdings, Inc. , 860 Ridge Lake Blvd., Memphis, TN 38120, attention Senior Vice President, Human Resources, or ( b ) to such other address as either party may have furnished to the other in writing in accordance herewith.

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: Notwithstanding the provisions of Section 1 through Section 4 hereof or the terms of any Change in Control Agreement between you and the Company or a Subsidiary (a “ CIC Agreement ”), if you have been continuously employed from the grant date specified above until the date that the Change in Control occurs (the “ Change in Control Date ”) or you are treated, for purposes of such CIC Agreement, to have remained in employment through the Change in Control Date, upon the occurrence of a Change in Control your rights in respect of the Performance Units shall be determined as provided in Section 5(a). If your employment shall have terminated prior to the Change in Control Date, but at least some of your Performance Units remain outstanding pursuant to Section 4(b) or Section 4(c), your rights in respect of your outstanding Performance Units shall be determined as provided in Section 5(b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Article VIII of the Separation Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York (the “ New York Courts ”), for the purposes of any Action to compel arbitration or for provisional relief in aid of arbitration in accordance with Article VIII of the Separation Agreement or for provisional relief to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth in Section 9.4 shall be effective service of process for any Action in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 9.12 . Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Services Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: has not been unnecessary delay in filing an information or complaint. The defendants could present evidence of prejudice. [¶34] I disagree with Justice Kaps-ner’s analysis and application of the four factor balancing test in Barker v. Wingo, 407 U.S. 514, 530, 92 S.Ct. 2182, 33 L.Ed.2d 101 (1972) to the present case. This Court has never addressed what test should be applied to a right to a “speedy” indictment, information or complaint post arrest. I am of the opinion that the district court should hold a hearing after notice to the parties and make its own findings. I also am of the opinion that “a court’s power to dismiss under Rule 48(b) is more expansive than a defendant’s Sixth Amendment right to a speedy trial. See 28B Moore’s Federal Practice § 648.03[3] at 648-18 (3d ed.1997) (<HOLDING>).” Snellman, 1998 ND 200, ¶ 11, 586 N.W.2d 494; Options: A. holding that a twoday delay was insufficient to establish deliberate indifference and citing cases where no deliberate indifference was found after a sixteenday delay a sixday delay and a threemonth delay B. holding that delay in prescription was not eighth amendment violation because delay was inadvertent and quickly rectified C. recognizing rule 48b allows courts to dismiss cases for prosecutorial delay even though the delay does not amount to a constitutional violation D. holding that when determining whether a delay in prosecution violates a defendants right to a speedy trial courts must consider the length of the delay the reason for the delay whether the defendant asserted his rights and the resulting prejudice to the defendant E. holding that prescription delay was not violation because plaintiff could not establish detrimental effect of delay in treatment

assistant: The best answer is C. recognizing rule 48b allows courts to dismiss cases for prosecutorial delay even though the delay does not amount to a constitutional violation
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 to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 6.4, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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 case excerpt and choose the best holding from the options. Case excerpt: evidence. Affidavits in support of motions for summary judgment must be developed from someone with personal knowledge, set forth such facts that would be admissible in evidence, and establish that the affi-ant is competent to testify on the matters stated therein. TexR. Civ. P. 166a(f); Hyland Group, 924 S.W.2d at 122. The objection that a statement is “eonclusory” is an objection that is frequently made to challenge affidavits in summary judgment cases. See Ryland Group, 924 S.W.2d at 122; Johnson v. Bethesda Lutheran Homes & Servs., 935 S.W.2d 235, 239 (Tex.App.-Houston [1st Dist.] 1996, writ denied). Affidavits consisting only of conclusions are insufficient to raise an issue of fact in response to a motion for summary judgment. Brownlee v. Brownlee, 665 S.W.2d 111, 112 (Tex.1984) (<HOLDING>); Residential Dynamics, LLC v. Loveless, 186 Options: A. holding attorneys affidavit that does nothing more than assemble properly authenticated evidence is still not admissible because it is not based on personal knowledge B. holding that the time to disposition is more important than time to trial C. holding that trial counsel was not ineffective when he failed to introduce defendants prior consistent statement statement was not admissible because it was made after defendant had been arrested clearly not a time when the effect of the statement could not have been foreseen D. holding that where the record supported the district courts conclusion that statements would not have been suppressed and there had been nothing submitted on appeal to lead to a different conclusion the petitioner had not shown any resulting prejudice from the failure to file a motion to suppress and therefore had not established a claim of ineffective assistance of counsel E. holding that a statement in an affidavit that his contractual obligation had been modified was nothing more than a legal conclusion and the affidavit should have gone further to specify factual matters such as the time place and exact nature of the alleged modification

assistant: The best answer is E. holding that a statement in an affidavit that his contractual obligation had been modified was nothing more than a legal conclusion and the affidavit should have gone further to specify factual matters such as the time place and exact nature of the alleged modification
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 hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or Fixed Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan or a Fixed Rate Loan, (b) due to any failure of the Borrower to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan or Fixed Rate Loan on a date other than the last day of the Interest Period therefor; provided that the foregoing indemnity shall not apply to any loss or expense suffered by a Lender or resulting from the failure of such Lender to fund any Loan at a time required hereunder. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, (a) for any LIBOR Rate Loans, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical and (b) for any Fixed Rate Loans, as set forth on Schedule 1.1(a) . A certificate of such Lender setting forth in reasonable detail the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to indemnify each Agent and its officers, directors, partners, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall, after becoming aware thereof, give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened in writing against Borrower, Master Tenant and/or Guarantor which could reasonably be expected to materially adversely affect Borrower’s, Master Tenant’s or Guarantor’s condition (financial or otherwise) or business or the Property.

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: points to the 1995 amendment to North Carolina law that retroactively barred Burleson from possessing firearms, and argues that at the time nked to the restoration itself, § 921(a)(20) necessarily excludes state-law restrictions enacted after that restoration has been effected. “[I]t cannot be that ‘such ... restoration’ includes laws that had not been passed at the time the restoration occurred.” Id. And that reading is confirmed by use of the present tense in the phrase “expressly provides,” the “plain meaning” of which is that courts must determine the effect of a restoration of civil rights “at the time it is granted and cannot consider whether the defendant’s civil rights later were limited or expanded.” See United States v. Cardwell, 967 F.2d 1349, 1350-51 (9th Cir.1992) (<HOLDING>). Congress could have enacted a statute Options: A. recognizing rule that state law governs the substance of claims in bankruptcy proceedings B. holding texas law governs the procedural matter of preservationoferror requirements even if another jurisdictions law governs substantive issues C. holding that law at time of restoration governs 921a20 inquiry D. holding texas law governs procedural matters E. holding state law governs disputed ownership of lands

assistant: The best answer is C. holding that law at time of restoration governs 921a20 inquiry
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 Plan is in compliance with, and has been administered in compliance with, all applicable provisions of ERISA, the Code and any other applicable federal or state law, except where the failure to so comply would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, and no event or condition has occurred and is continuing as to which the Borrower is under an obligation to furnish a report to the Administrative Agent and the Lenders under Section 5.01(e) and which would reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect.

assistant: Erisa
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: 612-617, aqd repealing article 593.1. These articles more closely track the language of Federal Rule of Civil Procedure 23. 6 . Another prerequisite to class certification is that "[o]ne or more members of a class, who will fairly insure the adequate representation of all members, may sue or be sued in a class action on behalf of all members.” La. C.C.P. art. 592. We do not reach the issue of whether this requirement has been met. 7 . The comments also note that "[t]he only similarity between the joint obligation of AngloAmeri-can law and the joint obligation of Louisiana (the conjoint obligation of the civil law) is the name. See Preliminary Statement to Book I, Title III, Chapter 1.” La. C.C.P. art. 591, Comment (b). 8 . See Vizier v. Howard, 165 So.2d 655 (La.App. 1st Cir.1964) (<HOLDING>); Verdin v. Thomas, 191 So.2d 646 (La.App. 1st Options: A. holding that the claims of the class representative and class members must be based on the same legal or remedial theory B. holding that the right of all putative members of a proposed class in an action filed pursuant to kansass class action rule of civil procedure to file a separate action is preserved pending the determination of whether the initial case shall be maintained as a class action C. holding that to maintain a class action the existence of the class must be pleaded and the limits of the class must be defined with some specificity D. holding that putative class members are not parties to an action prior to class certification E. holding that for a class action to be maintained all class members must have a common and undivided interest in the property or matter involved

assistant: The best answer is E. holding that for a class action to be maintained all class members must have a common and undivided interest in the property or matter involved
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent permitted by law, the Plan Administrator (as defined in Appendix A) and all employees, officers, directors, agents and representatives of the Plan Administrator will be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan except to the extent that such claims arise from gross negligence, willful neglect, or willful misconduct.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for a crime punishable by death but does not seek the death penalty. United States v. Waggoner, 339 F.3d 915, 919 (9th Cir. 2003). Acknowledging this Court’s precedent in Waggoner, Wells argues that this case is distinguishable, because Waggoner fails to address the impact of 18 U.S.C, § 3599(e), on which Wells relies to urge an enhanced statutory right to continuity of counsel. Because we find that Wells failed to properly present this statutory argument below, we decline to entertain it on appeal. See Peterson v. Highland Music, Inc., 140 F.3d 1313, 1321 (9th Cir. 1998). Instead, we address Wells’ assertion that Mr. Ofifenbecher’s removal constituted an abuse .of discretion under 18 U.S.C. § 3006A. See Martel v. Clair, 565 U.S. 648, 659, 132 S.Ct. 1276, 182 L.Ed.2d 135 (2012) (<HOLDING>). The CJA does not pi’ohibit courts from Options: A. holding that even capital prisoners have no constitutional right to counsel in habeas cases B. recognizing the common practice of substituting specialized capital counsel for habeas petitions filed by capital defendants C. recognizing that congress enacted the legislation now known as 3599 to govern appointment of counsel in capital cases thus displacing 3006a for persons facing execution but retaining that section for all others D. holding that the constitution does not require the appointment of two attorneys for indigent capital defendants E. holding no right to counsel for capital defendants in state habeas proceedings

assistant: The best answer is C. recognizing that congress enacted the legislation now known as 3599 to govern appointment of counsel in capital cases thus displacing 3006a for persons facing execution but retaining that section for all others
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 Credit Party shall have each performed and complied in all material respects with all agreements and conditions contained in this Agreement and the other Loan Documents, to the extent required to be performed or complied with by such Credit Party. No Person (other than Agent, Lenders and Issuing Lender) party to this Agreement or any other Loan Document shall be in material default in the performance or compliance with any of the terms or provisions of this Agreement or the other Loan Documents or shall be in material default in the performance or compliance with any of the material terms or material provisions of, in each case to which such Person is a party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans will be used for (i) funding needs resulting from Exchange Act Rule 15c3-3 timing differences, (ii) funding National Securities Clearing Corporation and other clearing agency margin deposits and (iii) other short-term operational needs. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( i ) except as necessary to maintain your own computer security by use of commercial-off-the-shelf anti-virus or anti-malware products , you will not attempt to probe , scan , or test the vulnerability of the products or any other headspace system or network or breach any security or authentication measures .

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 Lender may waive any breach or default of the Borrower of this Agreement and no failure or delay on the part of the Lender to exercise any right, power or remedy given herein or by statute or at law or in equity or otherwise shall operate as a waiver thereof, nor shall any such waiver be deemed to be a waive of any subsequent similar default or other event.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that Title VII, in some instances, extends to a situation in which a defendant controls, and has interfered with, an individual’s employment relationship with a third party, Zaklama v. Mt. Sinai Med. Ctr., 842 F.2d 291, 294 (11th Cir.1988), Andela has failed to make any allegations that would permit recovery under the Zaklama alternate theory. Andela has also failed to exhaust his administrative remedies as he only filed an EEOC complaint against UM and not UNC. Botelho v. Johanns, 353 Fed.Appx. 295, 300-01 (11th Cir.2009). Accordingly, Claim 21 is dismissed with prejudice. 4. Claim 23 — Violation of 42 U.S.C. §§ 1983 and 1985 In Claim 23, Andela ma Cir.2006) (same); Fincher v. State of Fla. Dept. of Labor and Employment Sec. Unemployment Appeals Comm’n, 798 F.2d 1371, 1372 (11th Cir.) (<HOLDING>); McCreery v. North Carolina, No. Options: A. holding state is not a proper defendant under 1985 B. holding that denial of remand was proper where plaintiff failed to raise the proper objection C. holding venue proper where proper when the action was commenced D. holding that claims under 1983 1985 and 1986 are barred for the further reason that these statutes create rights solely against persons and a state is not considered a person under these statutes E. holding state is not a proper defendant under 1983

assistant: The best answer is A. holding state is not a proper defendant under 1985
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 internal laws of the State of California without regard to principles of conflicts of laws. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby.

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 Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate, except in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an affiliate thereof. For the avoidance of doubt, the purchase of Notes and Warrants pursuant to the Securities Purchase Agreement by any Buyer that is an affiliate of the Company shall not be deemed to violate this Section 13(m).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Company will pay Executive an initial annual base salary equal to Three Hundred Thirty Thousand Dollars ($330,000.00). Beginning on January 1, 2017, the Company shall review Executive’s annual base salary at least annually and may be adjusted each succeeding year as determined by the Company, but in no event reduced below an annual base salary of Three Hundred Thirty Thousand Dollars ($330,000.00). The Executive’s base salary shall be payable in accordance with the normal payroll procedures of the Company.

assistant: Base Salary
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 principal amount of this Note shall be due and payable, in whole or in several parts, as applicable, upon the Maker’s receipt of any and all additional investments in the Maker subsequent to the date of this Note, whether effected through the sale of capital stock of the Maker or by the Maker’s issuance of additional debt. The net proceeds of all such investments in the Maker, when received by the Maker, shall be paid to Holder within twenty-four (24) hours after the funds from such investments have cleared and become available to the Maker, until the principal amount of this Note is paid in full. All funds currently held in an attorney escrow and intended for investment in the Maker shall not, when so invested, be subject to this provision.

assistant: Use Of Proceeds