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: All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “ New York Courts ”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 Certificate of Designation 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 applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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: Notices from Lessor to the Qualifying Mortgagee shall be provided in the method provided in Section 22.2 hereof to the address furnished Lessor for the Qualifying Mortgagee in writing from time-to-time, and those from the Qualifying Mortgagee to Lessor shall be mailed to the addresses designated pursuant to the provisions of Section 22.2 hereof. Such notices, demands and requests shall be given in the manner described in Section 22.2 and shall in all respects be governed by the provisions of that Section.

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: raise a substantial question regarding the appellant’s guilty plea. United States v. Inabinette, 66 M.J. 320, 322 (C.A.A.F.2008). “By pleading guilty, an accused does more than admit that he [committed] the various acts alleged in a specification; “he is admitting guilt of a substantive crime.’” United States v. Campbell, 68 M.J. 217, 219 (C.A.A.F.2009) (quoting United States v. Broce, 488 U.S. 563, 570, 109 S.Ct. 757, 102 L.Ed.2d 927 (1989)). During the plea inquiry, Appellant admitted under oath each of the elements of the offense of indecent exposure, including that he exposed himself to public view. When an accused pleads guilty, there is no requirement that the government establish the factual predicate for the plea. United States v. Faircloth, 45 M.J. 172, 174 (C.A.A.F.1996) (<HOLDING>). “The factual predicate is sufficiently Options: A. holding that in a guilty plea ease the court would not speculate as to the true victim of larceny with respect to copayees on a check B. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea C. holding that the defendant remains the master of his case particularly with respect to the entry of a guilty plea D. holding entry of guilty plea waives challenges to the deprivation of constitutional rights that occurred prior to the entry of the guilty plea emphasis added E. holding that a defendants guilty plea was unconditional where the guilty plea was not in writing and the government did not consent to it being conditional

assistant: The best answer is A. holding that in a guilty plea ease the court would not speculate as to the true victim of larceny with respect to copayees on a check
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided in Section 3(d), any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with Executive’s employment by the Company or the termination thereof that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in the city and county of Los Angeles, California in accordance with the rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if such parties cannot agree on the selection of the arbitrator, such arbitrator shall be selected by the American Arbitration Association. The Company will pay the direct costs and expenses of any such arbitration, including the fees and costs of the arbitrator; provided , however , that the arbitrator may award attorneys’ fees to the prevailing party, if permitted by applicable law.

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: The Subscriber covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Subscriber may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Subscriber in connection with this Offering or as a result of discussions with or inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through no action by the Subscriber; provided , however , that a Subscriber may disclose such information to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with such Subscriber’s investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Subscriber’s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto.

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 case excerpt and choose the best holding from the options. Case excerpt: Judge, filed Dec. 1, 2008 (citing, inter alia, McIntosh v. U.S. Parole Comm’n, 115 F.3d 809, 811-12 (10th Cir. 1997))); see R. at 97-98 (Order Adopting and Affirming Magistrate Judge’s Recommendation, filed Dec. 29, 2008, 2008 WL 5411474). 3 . On May 18, 2009, Mr. Portley-El also filed a petition for a determination. In this petition, Mr. Portley-El sought to have the district court promptly issue an order on his habeas petition. On May 18, 2009, the district court denied the petition for a determination as moot. 4 . On August 24, 2009, we entered an order directing the parties to file memoranda addressing whether Mr. Portley-El waived his appellate rights by failing to object to the magistrate judge’s recommendation. E.g., Morales-Fernandez v. INS, 418 F.3d 1116, 1119 (10th Cir.2005) (<HOLDING>). The parties filed briefs on this issue. Mr. Options: A. holding party must make timely and specific objection at trial to preserve issue for appellate review B. holding that under the firm waiver rule a party who fails to make a timely objection to the magistrate judges findings and recommendations waives appellate review of both factual and legal questions C. holding that under current eleventh circuit rule the failure to object limits the scope of our appellate review to plain error review of the magistrate judges factual findings however failure to object to the magistrate judges legal conclusions does not preclude the party from challenging those conclusions on appeal D. holding that under the firm waiver rule a partys failure to timely object to the proposed findings and recommendations of the magistrate judge waives appellate review of both factual and legal questions internal quotation marks omitted E. holding failure to timely object to magistrate judges recommendation waives appellate review of factual and legal questions

assistant: The best answer is B. holding that under the firm waiver rule a party who fails to make a timely objection to the magistrate judges findings and recommendations waives appellate review of both factual and legal questions
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 two parties, and whether the nonsignatory re 441 (7th Cir.2012) (reasoning that “[w]ere it not for judicial willingness in appropriate circumstances to enforce forum selection clauses against [nonparties], such clauses often could easily be evaded”). Skóld alleges that S.A. is the owner of Inc., the successor-in-interest to Col-lagenex (the original signatory). Compl. ¶ 8. He also alleges that S.A. has received a direct benefit from the agreement: according to the Complaint, S.A. has “taken the fruits of the Skóld-Collagenex contract — the trademark and related goodwill associated with the Restoraderm® name— and used those assets in the marketing and sale of its Cetaphil® products.” PL’s S.A. Opp’n at 8. See Synthes, Inc. v. Emerge Med., Inc., 887 F.Supp.2d 598, 607 (E.D.Pa.2012) (<HOLDING>). He further alleges that S.A. has “registered Options: A. recognizing that a forum selection clause also applies to a nonsignatory third party where the third partys conduct is closely related to the contractual relationship or the contractual dispute and where the third party enjoys financial benefit from the contract B. holding that a third party has authority to consent to a search if the third party is a coinhabitant C. holding that sovereign immunity also applies to cross claims and third party claims D. holding defendant assumed risk that third party would consent to search of storage locker where defendant instructed third party to rent locker under third partys name and allowed third party to keep possession of lease papers and to occasionally retain the keys E. holding no right to recover for economic loss resulting from defendants injury to a third party with whom plaintiff has contractual business relationship

assistant: The best answer is A. recognizing that a forum selection clause also applies to a nonsignatory third party where the third partys conduct is closely related to the contractual relationship or the contractual dispute and where the third party enjoys financial benefit from the contract
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, as a condition to the issuance of such shares, may require the person exercising Option to represent and warrant at the time of such exercise that any shares of Stock acquired upon exercise are being acquired only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required under any applicable law, regulation or rule of any governmental agency.

assistant: Representations
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 Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it (including in its capacity as withholding agent), except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

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 Company and each of its Subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified, in good standing or have such power or authority would not, individually or in the aggregate, (A) have a material adverse effect on the business, properties, management, financial position or results of operations of the Company and its Subsidiaries taken as a whole or (B) materially impair the ability of the Company or any of its Subsidiaries to perform their respective obligations under this Agreement (each of clause (A) and (B), a “ Material Adverse Effect ”). Each of the Company and its Subsidiaries has all power and authority necessary to own or hold its properties and to conduct the business in which it is engaged as described in the Company SEC Documents. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Antero Midstream Partners LP and its subsidiaries and the subsidiaries listed in Schedule B hereto.

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: 1. The Receiving Party agrees to treat all information provided by the Providing Party in connection with the Business Under Discussion to the Receiving Partner and/or any of its partners, directors, officers, employees, affiliates, insurers, agents, advisors or auditors (the “Representatives”), regardless of the manner in which it is so furnished, together with any analyses, compilations, data, studies or other documents or records, whether of an oral, written or electronically retrievable nature (collectively the “Information”), as strictly confidential. 2. The Receiving Party shall limit the possession and use of the Information to a “need-to-know” basis among its Representatives.

assistant: Yes
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: by making any member content available through the site or services , you hereby grant to academia.edu a worldwide , revocable , non-exclusive , transferable license to exercise any and all rights under copyright , in any medium , and to authorize others to do the same , in connection with operating and providing the services and content to you and to other members , provided that the member content is not sold for a profit .

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: child a FAPE, it was incumbent on them to bring that to the school’s attention via the available statutory mechanisms,” and on that basis denied relief. (J.A. at 179.) In this connection, the district court noted that “[s]chool boards must be given adequate notice of problems if they are to remedy them, and must be given sufficient time to respond to those problems before they can be held liable for failure to act.” (J.A. at 179-80 (citing Combs, 15 F.3d at 363-64).) Several of our sister circuits have concluded that an award of “compensatory education” — educational services ordered by the court to be provided prospectively to compensate for a past deficient program — may be “appropriate relief’ under the IDEA. See, e.g., Ridgewood Bd. of Educ. v. N.E., 172 F.3d 238, 249 (3d Cir.1999) (<HOLDING>); Board of Ed. of Oak Park & River Forest High Options: A. recognizing appropriateness of compensatory education award and holding that plaintiff was entitled to recover compensatory education if she prevailed in her claim that she was denied a fape for several years B. recognizing appropriateness in some circumstances of award of compensatory education beyond age 21 and re manding for determination of whether it should be awarded C. recognizing that family court cannot eliminate compensatory part of maintenance award D. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages E. recognizing equitable nature of back pay award under age discrimination in employment act

assistant: The best answer is B. recognizing appropriateness in some circumstances of award of compensatory education beyond age 21 and re manding for determination of whether it should be awarded
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: Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the assets of the Loan Parties (on a consolidated basis), at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties (on a consolidated basis) will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Loan Parties (on a consolidated basis) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) the Loan Parties (on a consolidated basis) will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Exhibits and Terminal Service Orders and the other agreements executed or to be executed in connection with the transactions contemplated by the Contribution Agreement, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith. In the event of a conflict of provisions of this Agreement and the Omnibus Agreement, the provisions of the Omnibus Agreement shall prevail with respect to issues related to the contribution of the assets described therein, but not with respect to the ordinary operations of such assets as set forth in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The authorized capital stock of the Company and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of December 31, 2016 is set forth on Schedule A and the only changes therein since such date have been de minimis exercises of options to purchase Voting Common Stock. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and non-assessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights), and have been issued in compliance with applicable securities laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Second Amendment to Fifth Amendment and Waiver and all other agreements and documents executed and/or delivered in connection herewith have been prepared through the joint efforts of all of the parties hereto. Neither the provisions of this Second Amendment to Fifth Amendment and Waiver or any such other agreements and documents nor any alleged ambiguity therein shall be interpreted or resolved against any party on the ground that such party or its counsel drafted this Second Amendment to Fifth Amendment and Waiver or such other agreements and documents, or based on any other rule of strict construction. Each of the parties hereto represents and declares that such party has carefully read this Second Amendment to Fifth Amendment and Waiver and all other agreements and documents executed in connection therewith, and that such party knows the contents thereof and signs the same freely and voluntarily. The parties hereto acknowledge that they have been represented by legal counsel of their own choosing in negotiations for and preparation of this Second Amendment to Fifth Amendment and Waiver and all other agreements and documents executed in connection herewith and that each of them has read the same and had their contents fully explained by such counsel and is fully aware of their contents and legal effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: response. The Court will therefore consider the reply in conjunction with this motion. 15 . In so holding, the Tenth Circuit aligned with the First Circuit and the Ninth Circuit, which have held that First Amendment retaliation adverse employment actions are subject to a lower standard than Title VII claims. See Rivera-Jimenez v. Pierluisi, 362 F.3d 87, 94 (1st Cir.2004)("[T]he standard for showing an adverse employment action is lower in the First Amendment retaliation context than it is in other contexts (such as Title VII).”); Coszalter v. City of Salem, 320 F.3d 968, 975 (9th Cir.2003)("To constitute an adverse employment action, a government act of retaliation need not be severe and it need not be of a certain kind.”). See also Morris v. Lindau, 196 F.3d 102, 110 (2d Cir.1999)(<HOLDING>) The Eleventh Circuit, on the other hand, Options: A. holding that adverse employment effects include but are not limited to such discrete actions as discharge demotion or reduction in pay B. holding that lesser actions than discharge refusal to hire refusal to promote demotion reduction in pay and reprimand may also be considered adverse employment actions in the first amendment retaliation context C. recognizing retaliation involving promotion as adverse employment actions under the first amendment D. recognizing that a set of actions may constitute an adverse employment action when considered collectively even though some actions do not rise to the level of an adverse employment action individually E. holding in the context of a first amendment retaliation claim that adverse employment actions may include negative evaluation letters

assistant: The best answer is B. holding that lesser actions than discharge refusal to hire refusal to promote demotion reduction in pay and reprimand may also be considered adverse employment actions in the first amendment retaliation context
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 notices required to be sent under this Agreement shall be either (i) sent by certified mail, return receipt requested, in which case notice shall be deemed delivered on the day of deposit, postage prepaid in the U.S. Mail, (ii) sent by overnight courier for next Business Day delivery using a nationally recognized overnight courier, in which case it shall be deemed delivered on the day of deposit with such courier, (iii) sent by telefax (accompanied by e-mail), in which case notice shall be deemed delivered on the date confirmed fax, but a telefax shall be deemed delivered on the next Business Day if the time of the confirmed fax is after 4:00 p.m. eastern time, or (iv) sent by e-mail, in which case notice shall be deemed delivered on the date of the e-mail is received, but an email shall be deemed delivered on the next Business Day if the time of the confirmed receipt is after 4:00 p.m. eastern time. The below addresses may be changed by a Party upon written notice to the other Party; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Any notice desired or required to be given by a Party hereto may be given on behalf of such Party by such party’s legal counsel.

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: This Agreement (including, for purposes of certainty, the Appendices, Exhibits and Schedules attached hereto), the Acquisition Agreement and the documents to be executed hereunder and thereunder (including the Registration Rights Agreement) constitute the entire agreement among the parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties pertaining to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has an authorized capitalization consisting of 10,000 shares of common stock, $0.001 par value per share (the “ Company Common Stock ”) and 0 shares of preferred stock, no par value per share (the “ Company Preferred Stock ” and together with the Company Common Stock, and the Company Stock Rights, the “ Company Capital Stock ”) of which 1,000 shares of Company Common Stock are issued and outstanding as of the date hereof and 0 shares of Company Preferred Stock are issued and outstanding. No Company Capital Stock is held in its treasury. All of the issued and outstanding Company Capital Stock has been duly authorized and validly issued, is fully paid and non-assessable and has not been issued in violation of any preemptive or similar rights of any Person. All of the issued and outstanding Company Capital Stock is owned (and always has been owned) of record and beneficially by the Persons set forth on Schedule 1.17. The only shares of Company Common Stock that will be outstanding immediately after the Closing will be the Company Capital Stock owned by Purchaser. No other class of capital stock of the Company is authorized or outstanding. There are no: (a) outstanding subscriptions, options, warrants, rights (including “phantom stock rights”), calls, commitments, understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase, issuance or sale of any shares of the capital stock of the Company, or (b) to the knowledge of the Company, agreements with respect to any of the Company Capital Stock, including any voting trust, other voting agreement or proxy with respect thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made under this Agreement shall be deemed to be made, and shall be true and correct, at and as of the Agreement Date (unless otherwise specified). All representations and warranties made under this Agreement shall survive, and not be waived by, the execution hereof by the Lenders and the Administrative Agent, any investigation or inquiry by any Lender or the Administrative Agent, or the making of the Term Loan under this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The Transactions (a) are within each Borrower’s corporate powers and have been duly authorized by all requisite corporate action and (b) will not (i) violate (A) any provision of any law, statute, rule or regulation (including, without limitation, the Margin Regulations), (B) any provision of the certificate of incorporation or other constitutive documents or by-laws of the Company or any Subsidiary, (C) any order of any Governmental Authority or (D) any provision of any indenture, agreement or other instrument to which the Company or any Subsidiary is a party or by which it or any of its property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any lien upon any property or assets of the Company or any Subsidiary other than, in the case of clauses (i)(A), (i)(C), (i)(D), (ii) and (iii), any such violations, conflicts, breaches, defaults or liens that, individually or in the aggregate, would not have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s service to the Company, shall be subject to arbitration in accordance with the provisions of the Confidential Information Agreement, and further agree that the arbitration shall be conducted by a single arbitrator selected in accordance with the JAMS Rules, as defined in the Confidential Information Agreement, who shall be either a retired judge or an attorney licensed to practice in the State of California as of the time of the arbitration.

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 case excerpt and choose the best holding from the options. Case excerpt: trial court not to accept the State’s argument.” Id. at 330, 643 S.E.2d at 918. We therefore held that the mere acknowledgment that an aggravator might apply was not sufficiently definite and certain to constitute an admission for Blakely purposes, but cautioned that such admissions “may take a variety of forms.” Id. Revels also addressed this issue, observing that “verbalizations necessarily fall along a spectrum” by which their certainty and clarity should be considered as potential Blakely admissions. 455 F.3d at 450. There the Court cited its decision in United States v. Milam for the proposition that the “silence” of both defendant and defense counsel would not constitute an admission for Blakely purposes. Revels, 455 F.3d at 450-51 (citing Milam, 443 F.3d 382, 387 (4th Cir. 2006) (<HOLDING>)). The Court observed, however,- that Options: A. holding that we would not review a claim of error regarding the admission of evidence when the defendant stipulated to its admission at trial B. holding that when defense counsel withdrew an objection to admission of evidence the defendant waived his right to a review of the courts ruling on appeal C. holding that no blakelycompliant admission occurred when both the defendant and defense counsel stood silent as the trial court made its finding on the aggravator D. holding that prejudice existed when an attorney was both the trial counsel and a necessary witness E. holding counsel will be held ineffective if he made errors so serious that counsel was not functioning as the counsel guaranteed the defendant by the sixth amendment and such performance prejudiced the defense

assistant: The best answer is C. holding that no blakelycompliant admission occurred when both the defendant and defense counsel stood silent as the trial court made its finding on the aggravator
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 Pension Plan established or maintained by Borrower or ERISA Affiliate is in compliance with applicable funding requirements. No prohibited transactions, accumulated funding deficiencies, withdrawals or reportable events have occurred with respect to any Pension Plan that, in the aggregate, could subject the Borrower to any material tax, penalty or other liability. No notice of intent to terminate a Pension Plan established or maintained by Borrower or ERISA Affiliate has been billed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer such a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Pension Plan. None of the assets of the Borrower constitute Plan Assets of any Benefit Plan.

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: and the sentencing court denied the motion without comment or explanation. Thereafter, Mr. Blandin was sentenced to seventeen years in prison. Mr. Blandin’s appellate attorney did not challenge the sentencing court’s denial of the ineffective assistance of co he fact that his appellate attorney did not raise the ineffective assistance of counsel claims on direct appeal. Presumably, Mr. Blandin’s appellate attorney relied on Florida law which, with few exceptions, requires claims of ineffective assistance of counsel to be litigated in postconviction proceedings. See Bruno v. State, 807 So.2d 55, 63 (Fla.2001) (“A defendant thus has little choice: As a rule, he or she can only raise an ineffectiveness claim via a rule 3.850 motion.”); Williams v. State, 438 So.2d 781, 786 (Fla.1983) (<HOLDING>). We cannot conclude that Mr. Blandin’s Options: A. holding no ineffective assistance of appellate counsel claim for failure to raise as basis for appeal of conviction ineffective assistance of trial counsel where basis for the latter claim was inadequate B. holding williams improperly attempted to raise the question of ineffective assistance of counsel in an amended motion for a new trial in so doing williams failed to provide the trial court with sworn allegations necessary to prevent unfounded complaints in motions for postconviction relief C. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel D. holding ineffective assistance of counsel claim for failure to object to prosecutors comments cognizable in postconviction motion since court unable to review on appeal because trial counsel failed to preserve error E. recognizing that the defendant whose trial counsel represented him on motion for new trial had no opportunity to raise an ineffective assistance of counsel claim prior to appeal and remanding the case for a hearing solely on this issue

assistant: The best answer is B. holding williams improperly attempted to raise the question of ineffective assistance of counsel in an amended motion for a new trial in so doing williams failed to provide the trial court with sworn allegations necessary to prevent unfounded complaints in motions for postconviction relief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Indemnity Agreement shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days (the “ Survival Period ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 309 F.3d 1312, 1318-19 (11th Cir.2002) (quoting United States v. Acheson, 195 F.3d 645, 650 (11th Cir.1999)) (emphasis added). Notably, however, the over-breadth doctrine is “employed ... sparing ly and only as a last resort.” Broadrick v. Oklahoma, 413 U.S. 601, 613, 93 S.Ct. 2908, 37 L.Ed.2d 830 (1973). Furthermore, as recently noted by the Supreme Court, certain categories of speech are not protected by the First Amendment. See United States v. Stevens, — U.S. -, 130 S.Ct. 1577, 1584, 176 L.Ed.2d 435 (2010) (citations omitted). Included in these categories of unprotected speech is child pornography. New York v. Ferber, 458 U.S. 747, 763, 102 S.Ct. 3348, 73 L.Ed.2d 1113 (1982); see also Ashcroft v. Free Speech Coal., 535 U.S. 234, 245-46, 122 S.Ct. 1389, 152 L.Ed.2d 403 (2002) (<HOLDING>); United States v. Miller, 776 F.2d 978, 980 n. Options: A. holding that the first and fourteenth amendment forbid criminalizing the private possession of obscenity B. holding that the first amendment does not protect obscenity or pornography produced with actual children C. holding that the first amendment does not protect true threats against the president D. holding that private possession of child pornography is not protected by the first amendment E. holding first amendment does not protect nonexpressive conduct

assistant: The best answer is B. holding that the first amendment does not protect obscenity or pornography produced with actual children
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: their clerks, and the state bar association in an effort to have his attorney removed from the case; and “promptly” filing his own habeas petition pro se after discovering that his AEDPA clock had expired due to his attorney’s failings). Similarly, “the fact that Mr. Pace’s attorney was contemplating filing for a new trial in 2006 does not explain Mr. Pace’s complete failure to file any motions in his criminal case until March 19, 2008, nor his decision to delay the filing of his habeas application until September 29, 2011.” R. at 202 (Order of Dismissal, filed Dec. 8, 2011). In sum, Mr. Pace does not allege specific facts that would support a claim of due diligence after his attorney’s alleged untruthfulness and abandonment. See Yang v. Archuleta, 525 F.3d 925, 928 (10th Cir. 2008) (<HOLDING>). The district court determined that Mr. Pace Options: A. holding that in order to warrant equitable tolling alien claiming ineffective assistance of counsel must demonstrate due diligence in pursuing the case during the period the alien seeks to toll internal quotation marks omitted B. holding that to establish a violation of due process an alien must show that she was denied a full and fair opportunity to present her claims internal quotation marks omitted C. holding that compliance with rule 3 is both a mandatory and jurisdictional prerequisite to appeal internal quotation marks omitted D. holding that beneficiary of general support trust has a legal right to compel distribution of funds internal quotation marks omitted E. holding that the petitioner has a strong burden to show specific facts to support his claim of extraordinary circumstances and due diligence quoting brown v barrow 512 f3d 1304 1307 11th cir 2008 internal quotation marks omitted

assistant: The best answer is E. holding that the petitioner has a strong burden to show specific facts to support his claim of extraordinary circumstances and due diligence quoting brown v barrow 512 f3d 1304 1307 11th cir 2008 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: `` service '' means all features , applications , content and downloads offered by linden lab , including its websites , servers , software , linden content , and user content as those terms are defined herein .

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: Discretion is abused when a proper question about a proper area of inquiry is prohibited. Id. If the question is proper, an answer denied from the veniremembers prevents intelligent use of the peremptory challenges and harm is shown. Shipley, 790 S.W.2d at 609 (citing Allridge, 762 S.W.2d at 163). The denial of a proper question to the venire is always reversible error. Maddux v. State, 862 S.W.2d 590, 592 (Tex.Crim.App.1993). Thus, the propriety of the question asked by the appellant’s counsel is determinative. A question is proper if it seeks to discover a juror’s views on an issue applicable to the case. Shipley, 790 S.W.2d at 609. The Court of Criminal Appeals also has held questions seeking to elicit bias or prejudice from a prospective juror are proper. Maddux, 862 S.W.2d at 592 (<HOLDING>); see also Nunfio v. State, 808 S.W.2d 482, Options: A. holding trial court abused its discretion by refusing to conduct hearing and render decision on motion B. holding that the trial court did not abuse its discretion in refusing to allow the withdrawal of the juiy trial waiver C. holding the trial court abused its discretion by refusing to allow a question seeking to determine bias or prejudice in favor of the victim because she was a nun D. holding the trial court abused its discretion by refusing to allow a question to prospective jurors on their feelings against recommending probation as punishment in a murder case E. holding trial court abused its discretion by refusing to allow questions regarding victims status as a child

assistant: The best answer is E. holding trial court abused its discretion by refusing to allow questions regarding victims status as a child
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as a whole.” INS v. Elias-Zacarias, 502 U.S. 478, 481, 112 S.Ct. 812, 117 L.Ed.2d 38 (1992) (quotation marks omitted). First, with regard to Petitioners’ asylum claims, the record does not compel us to disagree with the BIA’s decision. See Halaim v. INS, 358 F.3d 1128, 1132 (9th Cir.2004). In Halaim, we were not compelled to find past persecution where the petitioners were subjected to derogatory comments and police harassment based on their status as Pentecostal Christians in the Ukraine. Id. The instant case is closely analogous, and we reach the same result. Here, as in Halaim, the determination that “Petitioners did not suffer past persecution (as distinct from discrimination) is supported by substantial evidence.” Id. See also Hoxha v. Ashcroft, 319 F.3d 1179, 1182 (9th Cir.2003) (<HOLDING>). Because Petitioners did not establish that Options: A. holding that two isolated criminal acts perpetrated by unknown assailants against ethnic chinese indonesians which resulted only in the theft of some personal property and a minor injury is not sufficiently severe to be considered persecution B. holding that harassment threats and one beating did not constitute persecution C. holding that incidents of harassment and unfulfilled threats of injury are not persecution absent physical harm D. holding that isolated physical violence and unfulfilled threats perpetrated by serbian citizens against an ethnic albanian in kosovo constituted harassment not persecution E. holding that two isolated criminal acts perpetrated by unknown assailants are not sufficiently severe to be considered persecution

assistant: The best answer is D. holding that isolated physical violence and unfulfilled threats perpetrated by serbian citizens against an ethnic albanian in kosovo constituted harassment not persecution