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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase an aggregate of (i) $350,000 face value of 10% original issue discount Notes for a total purchase price of $300,000, and (ii) 2,333,334 Warrants, which is equal to 100% of the Shares issuable upon conversion of the purchased Notes, for no additional consideration. Each Purchaser shall deliver to the Escrow Agent, via wire transfer immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. If a Closing is not held on or before November 30, 2016, the Company shall cause the Escrow Agent to return all Subscription Amounts, without interest or deduction to each prospective Purchaser.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by Company without the written consent of MassRoots, which shall not be unreasonably withheld, conditioned or delayed, other than to an Affiliate of Company with written notice to MassRoots and provided such Affiliate expressly assumes the obligations of Company hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment No. 3 may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by facsimile transmission or in Adobe TM Portable Document Format (PDF) sent by electronic mail shall be deemed to be original signatures.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: this Court overruled the portion of Jeune that denied a wife’s right to recover for loss of her husband’s consortium. Our court of appeals recognized a cause of action for parents’ loss of an injured minor child’s consortium. Reben v. Ely, 146 Ariz. 309, 705 P.2d 1360 (Ct.App.1985). In 1986, we extended Reben to allow parents to recover for loss of an adult child’s consortium. Frank v. Superior Court, 150 Ariz. 228, 722 P.2d 955 (1986). Today, we take a final step in overruling Jeune and recognize a child’s right to recover for loss of parental consortium. See Comment, Frank v. Superior Court: Purging the Law of Outdated Theories for Loss of Consortium Recovery, 29 Ariz. L. Rev. 541, 547-48 (1987) (discussing Frank and noting that “the next logical step in this pro L.Ed.2d 56 (1973) (<HOLDING>). In Arizona, the legislature enacted a number Options: A. holding that lprs are entitled to the protection of the equal protection clause B. recognizing equal protection right of illegitimate children to maintain civil action for nonsupport against parent C. recognizing that third party may not recover contribution against parent where child has no cause of action against parent for negligent supervision D. holding a parent is excused from maintaining contact with his or her children when the failure to maintain contact is caused by the involuntary confinement of the parent and the parent is precluded from contacting the children during such confinement E. holding both legitimate and illegitimate children to be proper claimants under georgia wrongful death statute

assistant: The best answer is B. recognizing equal protection right of illegitimate children to maintain civil action for nonsupport against parent
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 Administrative Agent and the Joint Bookrunners shall have received (i) the Audited Financial Statements, (ii) unaudited interim consolidated financial statements of IHS and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph and at least 45 days before the Effective Date and (iii) the Pro Forma Financial Statements; provided that filing of the required financial statements on form 10-K and form 10-Q by IHS will satisfy the foregoing requirements.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the privilege issue is not “controlling,” or where an immediate appeal will not materially advance the end of the case, the frank discussions that privileges are meant to protect will be chilled if the opportunity for immediate correction by an appellate court is not available. As for seeking a writ of mandamus as a substitute for an immediate appeal, mandamus is generally not available in Pennsylvania law as a vehicle for obtaining appellate review. The Superior and Commonwealth Courts may issue writs of mandamus to lower courts only regarding matters ancillary to appeals already pending within those courts’ respective jurisdictions. See 42 Pa.C.S. § 741; 42 Pa.C.S. § 761(c). See also Mun. Publications, Inc. v. Ct. of Com. Pl. of Phila. Cty., 507 Pa. 194, 489 A.2d 1286, 1288 (1985) (<HOLDING>); Bell Appeal, 396 Pa. 592, 152 A.2d 731 (1959) Options: A. holding that this court has authority in appropriate circumstances to issue writs under all writs act 28 usc 1651a B. holding that where an adversary proceeding continues the order is no more a final decision than an order denying summary judgment or denying a request for additional discovery the litigation proceeds and the issue will be reviewed if it turns out to make a difference to an order that is independently appealable C. holding that district court had jurisdiction to consider claims under the all writs act D. holding that district courts have power to issue writs of prohibition to administrative agencies to prevent them from exceeding their jurisdiction E. holding that the superior court may not issue writs of prohibition to review an order denying recusal before final judgment

assistant: The best answer is E. holding that the superior court may not issue writs of prohibition to review an order denying recusal before final judgment
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 Borrowers shall use the Letters of Credit and the proceeds of Loans and other credit extensions made under this Agreement only to finance the working capital needs, and for general corporate purposes (including refinancing of existing Indebtedness, acquisitions and other investments), of the Parent Entity and its Restricted Subsidiaries. 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, or of any Anti-Corruption Law or applicable Sanctions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, including Exhibit A, constitutes the entire agreement of the parties relating to the subject matter hereof. Any previous agreements with respect to this subject matter are superseded by this Agreement and are of no further force or effect, provided that Consultant’s continuing obligations under this Agreement shall remain in full force and effect according to its terms. No term, provision or condition of this Agreement may be modified in any respect except by a writing executed by both Consultant and the Company. No person has any authority to make any representation or promise on behalf of any of the parties not set forth in this Agreement. This Agreement has not been executed in reliance upon any representation or promise except those contained herein.

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

user: In the event that the Receiving Party or anyone to whom it discloses the Confidential Information receives a request to disclose all or any part of the Confidential Information or Discussion Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall if permitted pursuant to applicable law (a) promptly notify the Company of the existence, terms and circumstances surrounding such a request,

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to allow all express warranties of limited duration to impliedly exclude or modify implied warranties. Instead, we base our holding on the fact that here, paragraph 55’s global warranty was incorporated into the specifications, and even the commentary to § 12A:2-316 recognizes that the instance in which a “buyer gives precise and complete specifications to the seller” is not the ordinary circumstance that the section is designed to address. Nevertheless, we believe our holding is in line with the general purpose of § 12A:2-316, which, according to the commentary, is to ensure that there are no surprises concerning which warranties accompany the goods sold. See N.J. Stat. Ann. § 12A:2-316 cmt. n. 1. See also Travel Craft, Inc. v. Wilhelm Mende GmbH & Co., 552 N.E.2d 443, 445 (Ind.1990) (<HOLDING>). Because we conclude that in this case there Options: A. holding that to apply indcode 26123162 which is identical to 12a2316 in favor of the buyer and drafter of the warranty would subject the seller to the same type of surprise the provision is intended to prevent B. holding that seller carried insurance for benefit of buyer and held proceeds in trust for buyer when seller agreed to maintain insurance until possession date but bam burned before buyer took possession C. holding that breach occurred when seller told buyer that seller would do no more to rectify alleged warranty violation D. holding that the seller of a business implicitly transferred a property right in the firms good will to the buyer and that the seller could not then impair that right by actively soliciting the customers of his former business E. holding that a seller could enforce an arbitration provision against a buyer even though only the buyer had signed the provision

assistant: The best answer is A. holding that to apply indcode 26123162 which is identical to 12a2316 in favor of the buyer and drafter of the warranty would subject the seller to the same type of surprise the provision is intended to prevent
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to Officer Rucker, "[h]e could have had money and you wouldn’t have" found it. 10 . Testimony "so unbelievable, on its face that it defies physical laws” would be "incredible as a matter of law”. United States v. McKenzie, 768 F.2d 602, 605 (5th Cir.1985), cert. denied, 474 U.S. 1086, 106 S.Ct. 861, 88 L.Ed.2d 900 (1986). 11 . The federal, reasonable-doubt standard is articulated in Jackson v. Virginia, 443 U.S. 307, 99 S.Ct. 2781, 61 L.Ed.2d 560 (1979). 12 . Knox refers here to La.Rev.Stat.Ann. § 15:438 (West 1981) which states that "[t]he rule as to circumstantial evidence is: assuming every fact to be proved that the evidence tends to prove, in order to convict, it must exclude every reasonable hypothesis of innocence.” 13 . Compare State v. Williams, 423 So.2d 1048, 1052 (La.1982) (<HOLDING>) with State v. Chism, 436 So.2d 464, 468 n. 3 Options: A. recognizing that kotteakos sets out the harmlesserror standard for nonconstitutional errors B. recognizing that the federal pleading standard is a less stringent standard than the delaware pleading standard C. holding that larevstatann 15438 west 1981 sets standard above federal law D. recognizing that section 103 sets forth the standard and so synergism of a known combination is not required E. holding that if a state case explicitly states that the state standard is more favorable to the defendant than the federal standard the federal claim is considered adjudicated below when the state standard is applied

assistant: The best answer is C. holding that larevstatann 15438 west 1981 sets standard above federal law
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: Distributor shall make all payments in U.S. dollars to the Company’s Vilex, Inc., 111 Moffitt Street, McMinnville, TN 37110 facility by the sixtieth (60th) day after the date of the Company’s invoice.

assistant: Payments
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: or promissory estoppel. The district court granted summary judgment to the state on all claims. Costilla appeals the summary judgment as to her sexual harassment claim and the intentional and negligent infliction of emotional distress claims. In October 1996, Costilla also brought a separate action against Acosta and the United States Department of Labor. Costilla remains employed at the state. ISSUES I. Does the MHRA recognize non-employee sexual harassment? II. Does the MHRA’s one-year statute of limitation bar Costilla’s claim? III. Did the district court err when it granted the state summary judgment when the state had notice in June 1993 that a non-employee, Acosta, was sexually harassing its employee, Costilla; the state took no corrective action for Supp. 500, 513 (E.D.Va.1992) (<HOLDING>), affirmed 40 F.3d 1244 (4th Cir.1994); EEOC v. Options: A. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment B. holding employee had cause of action against her employers when nonemployee harassed her and employers failed to take corrective action C. holding employee had cause of action against city when nonemployee alderman sexually harassed employee D. holding employer may be hable when its employee is sexually harassed by employers patrons and employer either ratifies or acquiesces in harassment by not taking immediate andor corrective action E. holding if an employee does not speak as a citizen on a matter of public concern the employee has no first amendment cause of action based on his or her employers reaction to the speech

assistant: The best answer is B. holding employee had cause of action against her employers when nonemployee harassed her and employers failed to take corrective action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: provide a rational basis for the law. Williams, 399 U.S. at 239, 90 S.Ct. 2018. Simply, the “ancient lineage” of the law does not render it rational. See Heller, 509 U.S. at 327, 113 S.Ct. 2637. BLAG argues, but does not explain how denying marriage benefits only to same-sex couples will somehow make marriage between opposite-sex couples better. The proffered justification may derive from strongly-held religious or fundamentally traditional beliefs, but still does not provide a legally recognizable rational basis for sustaining a law that actively discriminates against legally married couples. The exclusion of same-sex couples from the federal definition of marriage does nothing to encourage or strengthen opposite-sex marriages. See Perry II, 671 F.3d at 1089, 2012 WL 372713, at *23 (<HOLDING>); see also Perry, 704 F.Supp.2d at 972 Options: A. holding that the appellant waived an argument listed only in his summary of the argument B. holding that a party waives an argument if the party fails to elaborate or provide any citation of authority in support of the argument C. holding the government waived its argument on appeal that the defendant did not have standing to challenge a search when it failed to raise the argument to the district court D. holding that an argument was barred where the movant could have but did not raise its argument before the district court ruled in the original motion E. holding that the argument that withdrawing the designation of marriage from samesex couples could on its own promote the strength or stability of oppositesex marital relationships lacks any such footing in reality

assistant: The best answer is E. holding that the argument that withdrawing the designation of marriage from samesex couples could on its own promote the strength or stability of oppositesex marital relationships lacks any such footing in reality
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, the Guarantor and each of their Subsidiaries are entities duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction in which they are formed or incorporated, and have the requisite power and authorization to own their properties and carry on their business as now being conducted. The Borrower, the Guarantor and each of their Subsidiaries are duly qualified as foreign entities to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have, either individually or in the aggregate, a Material Adverse Effect.

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: If any of the provisions of this Section 5 are deemed by a court or arbitrator having jurisdiction to exceed the time, geographic area or activity limitations the law permits, the limitations will be reduced to the maximum permissible limitation, and Executive and the Company authorize a court or arbitrator having jurisdiction to reform the provisions to the maximum time, geographic area and activity limitations the law permits; provided, however, that such reductions apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.

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: THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.

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: Borrower (a) has not entered into the transaction contemplated by this Agreement or any Loan Document or the Environmental Indemnity with the actual intent to hinder, delay, or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents and the Environmental Indemnity. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). None of Borrower, any of Borrower’s Constituents, TRS Entity or any of TRS Entity’s Constituents, is involved in any bankruptcy, reorganization, insolvency, dissolution or liquidation proceeding, and to the best knowledge of Borrower, no such proceeding is contemplated or threatened.

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 case excerpt and choose the best holding from the options. Case excerpt: CURIAM. Appellant Kenneth Dana Brewton, by and through his counsel David L. Dunagin, moves this court for leave to file a belated brief. Brewton’s brief was due in this court on October 14, 2008. After no brief was filed, the State filed a motion to dismiss on December 8, 2008. Thereafter, Brewton tendered his brief and filed the instant motion requesting to file the belated brief. We will accept a criminal appellant’s belated brief to prevent an appeal from being aborted. See Brown v. State, 373 Ark. 453, 284 S.W.3d 481 (2008) (per cu-riam). However, good cause must be shown to grant the motion. See Strom v. State, 356 Ark. 224, 147 S.W.3d 689 (2004) (per curiam) (<HOLDING>). Here, Brewton accepts full responsibility and Options: A. holding that failure to brief an argument constitutes waiver B. holding an appellate brief may serve as a notice of appeal C. holding issues not raised in appellate brief are waived D. holding failure to brief argument constitutes waiver E. holding that appellate counsels admitted failure to timely file the brief constituted good cause to grant motion for belated brief

assistant: The best answer is E. holding that appellate counsels admitted failure to timely file the brief constituted good cause to grant motion for belated brief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of and from and after the date of this Agreement, Borrowers: (i) own and will own assets the fair saleable value of which are (A) greater than the total amount of liabilities (including contingent liabilities) and (B) greater than the amount that will be required to pay the probable liabilities of their then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to them; (ii) have capital that is not unreasonably small in relation to their business as presently conducted or any contemplated or undertaken transaction; and (iii) do not intend to incur and do not believe that they will incur debts beyond their ability to pay such debts as they become due.

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 case excerpt and choose the best holding from the options. Case excerpt: designed the label on the Abbott test and at the time of licensure precluded any change in the label without prior FDA approval. The Court’s conflict preemption analysis, authored by the sole dissenting Justice in Feldman v. Lederle Laboratories, 125 N.J. 117, 158, 592 A.2d 1176 (1991) (Garibaldi, J. dissenting), overstates the preemptive effect of the FDA-designed label and resurrects conflict preemption obstacles to state tort law that were definitively addressed and rejected in Lederle. The federal courts clearly have recognized that the preemptive effect of a warning designed or approved by a federal agency depends on whether the regulated entity has disclosed all relevant information to the agency. See, e.g., Hurley v. Lederle Laboratories, 863 F.2d 1173, 1179-80 (5th Cir.1988) (<HOLDING>); Roberson v. E.I. Dupont De Nemours & Co., 863 Options: A. holding that courts have given section 453 a narrow preemptive effect in light of its legislative history and rejecting an argument based on conflict preemption B. holding that notwithstanding fda approval of warning on dpt vaccine preemptive effect of fda action depends on jurys determination whether manufacturer withheld from fda information that might have affected fdas decision on content of warning C. holding that although an adequate warning will prevent the reliance on a theory of strict liability in a failure to warn defect ease such a warning will not make safe a product with a manufacturing defect D. holding district courts dismissal following explicit and reasonable warning was not an abuse of discretion E. holding that a predominance finding depends on a courts choice of law analysis

assistant: The best answer is B. holding that notwithstanding fda approval of warning on dpt vaccine preemptive effect of fda action depends on jurys determination whether manufacturer withheld from fda information that might have affected fdas decision on content of warning
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: non-Puyallup Indian, because there was no infringement on tribal sovereignty. In Chino v. Chino, 90 N.M. 203, 561 P.2d 476 (1977), a husband and wife were both Indians but of different tribes. They resided on the reservation of the husband and when they divorced, parallel proceedings were brought in state and tribal courts. The trial court awarded the wife a house on the reservation, but the husband’s son moved into the house. The former wife then filed a forcible entry and wrongful detainer suit in state court, and on appeal, it was held that under the Williams infringement test, the state court lacked jurisdiction to hear the case even though the tribal court recognized no right of action for forcible entry and wrongful detainer. See also Conroy v. Conroy, 575 F.2d 175 (8th Cir.1978) (<HOLDING>). In tort cases in non-Public Law 280 Options: A. holding that disputes involving questions of interpretation of a tribal constitution and tribal law is not within the jurisdiction of the district court B. holding that federal courts do not have jurisdiction to interpret a tribal constitution or tribal laws C. holding that indian tribes could only exercise criminal jurisdiction over tribal members and not other indians D. holding that acoma tribal law was the law of the place because the tribal court could have jurisdiction over the plaintiffs claim E. holding that tribal courts have jurisdiction to divide trust property in a divorce action when both parties are indians

assistant: The best answer is E. holding that tribal courts have jurisdiction to divide trust property in a divorce action when both parties are indians
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: yahoo and its subsidiaries , affiliates , officers , employees , agents , partners and licensors make no warranty that ( i ) the yahoo services or software will meet your requirements ; ( ii ) the yahoo services or software will be uninterrupted , timely , secure or error-free ; ( iii ) the results that may be obtained from the use of the yahoo services or software will be accurate or reliable ; ( iv ) the quality of any products , services , information or other material purchased or obtained by you through the yahoo services or software will meet your expectations ; and ( v ) any errors in the software will be corrected .

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: to attorney Pérez-Olivo’s conflicting loyalty to another client who might have been prejudiced by their cooperation with the government. They also alleged that counsel misled them by minimizing and misstating the government’s evidence against them and by failing to advise them about the consequences of going to trial and to provide them with guidance regarding sentencing procedures. The district court denied the motion without prejudice on January 5,1999. Rule 33 requires that a motion for a new trial on grounds other than newly discovered evidence be filed within seven days after the verdict. Fed.R.Crim.P. 33. If based on newly discovered evidence, the motion must be made within three years after the verdict. Id.; see also United States v. Lema, 909 F.2d 561, 566 n. 6 (1st Cir.1990) (<HOLDING>). “A motion for new trial based on newly Options: A. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel B. holding that defendant waived ineffective assistance claim based on trial counsels failure to emphasize certain evidence where amended motion for new trial did not assert claim of ineffectiveness on that ground and no argument related to the asserted ground was made at the motion for new trial hearing C. holding that a defendant whose new trial motion is based on the alleged ineffectiveness of trial counsel may bypass rule 33s sevenday time limit only if his claim that his counsel was ineffective was based on information unavailable to the defendant at the time of trial D. holding that res judicata does not bar a defendant from raising a claim of ineffective assistance of trial counsel for the first time in a postcollateral proceeding if the defendant was represented by the same counsel at trial and on direct appeal or if an actual conflict of interest enjoined appellate counsel from raising a claim of ineffective assistance of trial counsel on direct appeal 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 C. holding that a defendant whose new trial motion is based on the alleged ineffectiveness of trial counsel may bypass rule 33s sevenday time limit only if his claim that his counsel was ineffective was based on information unavailable to the defendant at the time of trial
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 list of all Registered Intellectual Property of each Credit Party and all in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use Intellectual Property (but excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 6.14, is set forth on the Intangible Assets Schedule . Such Intangible Assets Schedule shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses, each Credit Party is the sole owner of its Intellectual Property free and clear of any Liens. Each Patent is valid and enforceable and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the best of Borrower's knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Loan Party, (ii) have been duly authorized by all necessary proceedings on the part of such Loan Party, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Loan Party is subject or any judgment, order, writ, injunction, license or permit applicable to such Loan Party, except as would not reasonably be expected to result in a Material Adverse Effect, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement, articles of incorporation or other charter documents or bylaws of, or any material agreement or other material instrument binding upon, such Loan Party or any of its properties, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Loan Party other than the liens and encumbrances in favor of the Agent contemplated by this Agreement and the other Loan Documents, and (vi) do not require the approval or consent of any Person other than those already obtained and delivered to the Agent or except as would not reasonably be expected to result in 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: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the conflicts of laws principles thereof, which would result in the applicability of the laws of another jurisdiction, except to the extent required under Nevada corporation law or California corporate law, as applicable.

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: This 2018-B Servicing Supplement will be terminated in the event that the Basic Servicing Agreement is terminated in accordance therewith and may also be terminated at the option of the Servicer or the Titling Trust at any time following the payment in full of the 2018-B Exchange Note; provided, that the rights and obligations of the parties under Section 3.04 will survive any such termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Credit Agreement . Effective as of the Restatement Effective Date (as defined below), the Original Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “ Restated Credit Agreement ”) and the Requisite Lenders hereby consent to the Agency Transfer Agreement and the Transactions. Each of the Lenders signatory hereto and the Borrower consent to the amendment of the Original Credit Agreement pursuant to this Restatement Agreement, the terms of the Restated Credit Agreement and the Transactions (as defined in the Restated Credit Agreement).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronically transmitted signatures and such signatures shall be deemed to bind each Party hereto as if they were original signatures.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement and the Option Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral, including, without limitation, the Offer Letter No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing and signed by duly authorized representatives of the parties hereto. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise, or understanding that is not in this Agreement. To the extent that any provisions of this Agreement conflict with those of any other agreement to be signed upon Executive’s hire, the terms in this Agreement will prevail.

assistant: Integration
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: Lessee shall maintain any records required by applicable laws, rules or regulations in connection with the operation of the Aircraft during any Lease Period hereunder. Without limiting the generality of the foregoing, Lessee shall maintain or cause to be maintained flight log books showing the full flight time of the Aircraft during each Lease Period hereunder, and shall keep such logs available for inspection by Lessor or its representatives at all reasonable times. Lessor shall be entitled, upon reasonable notice to Lessee, to inspect any books or records of Lessee that relate to the Aircraft’s use hereunder.

assistant: Records
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 closing of the purchase and sale of the Notes (the “ Closing ”) shall occur at the offices of Morrison & Foerster LLP, 250 West 55 th Street, New York, New York 10019, on the date hereof following the execution of the Agreement (the date of such Closing being referred to herein as the “ Closing Date ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands and other communications (collectively, "Notices") given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission, email or by United States first class, registered or certified mail, postage prepaid, addressed (i) if to the Company, at the address set forth on the signature page of this Agreement to the attention of the Board or, if the Company has a President who is not Employee, to the President or another designee identified on that signature page (or if by email, to the latest email address the sender has for the recipient or, if the recipient is an entity, for the officer or other person designated to receive notices); and (ii) if the Employee, to the last known address or email address for Employee on the books and records of the Company. Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third business day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this 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: fees to a prevailing defendant in a Title VII case upon a finding that the plaintiffs action was frivolous, unreasonable, or without foundation, even though riot brought in subjective bad faith.” Christiansburg Garment Co. v. EEOC, 434 U.S. 412, 421, 98 S.Ct. 694, 54 L.Ed.2d 648 (1978); see also Weisberg v. Riverside Tp. Bd. of Educ., 272 Fed.Appx. 170, 173 (3d Cir.2008). Several courts, including the United States Court of Appeals for the Third Circuit, have noted that the term “action,” as referenced in the aforementioned standard for awarding attorney’s fees to defendants, refers to the underlying lawsuit itself; it does not refer to individual actions or conduct committed during the pendency of a lawsuit. See e.g. Barnes Found, v. Lower Merlon, 242 F.3d 151, 162-165 (3d Cir.2001) (<HOLDING>); Knight v. Drye, Civ. A. No. 07-3097, 2009 WL Options: A. holding that summary judgment was improperly granted where record did not disclose that the plaintiff would be unable to produce supporting evidence at trial B. holding that misrepresentation was essential to plaintiffs claim C. recognizing the right of a defendant to comment upon the failure of the state to produce evidence D. holding that when summary judgment was properly granted to several defendants because of complete failure to produce any evidence as to essential component of plaintiffs case the action was faetually groundless justifying attorneys fee award to prevailing defendant E. holding that it was permissible for prosecutor to comment on the general failure of the defense to produce any evidence

assistant: The best answer is D. holding that when summary judgment was properly granted to several defendants because of complete failure to produce any evidence as to essential component of plaintiffs case the action was faetually groundless justifying attorneys fee award to prevailing defendant
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: Whether or not the Amendment No. 5 Effective Date occurs, the Borrower agrees to pay or reimburse the Term B-2 Lenders for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents to be entered into or to become effective on or prior to the Amendment No. 5 Effective Date and the consummation of the transactions contemplated thereby on the Amendment No. 5 Effective Date (including all Attorney Costs (as such term is defined in the Amended Credit Agreement), which shall be limited to Stroock & Stroock & Lavan, LLP).

assistant: Expenses
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: Once Damages are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article XI , the Indemnifying Party shall satisfy any obligations payable by it (as opposed to amounts payable out of the Escrow Amount or by submission of claims pursuant to the R&W Insurance Policy) within fifteen (15) days of such final, non-appealable adjudication by wire transfer of immediately available funds. The Parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to the prime rate of interest as published in The Wall Street Journal . Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

assistant: Payments