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: As of the date hereof, no Loan Party has any Subsidiaries or JV Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13 . All of the outstanding Equity Interests in such Subsidiaries and JV Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party (or a Subsidiary or JV Subsidiaries thereof) in the amounts specified on Part (a) of Schedule 5.13 and, with respect to any Equity Interests pledged under this Agreement, free and clear of all Liens except those created under the Collateral Documents, and with respect to all other Equity Interests, free and clear of all Liens except those permitted under this Agreement. As of the date hereof, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13 . All of the outstanding Equity Interests in each Loan Party have been validly issued, are fully paid and non-assessable and are owned in the amounts specified on Part (c) of Schedule 5.13 and, with respect to any Equity Interests pledged under this Agreement, free and clear of all Liens except those created under the Collateral Documents, and with respect to all other Equity Interests, free and clear of all Liens except those permitted under this Agreement. Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties as of the date hereof, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the terms so used to be effective, wherefore an interpretation of a statute which gives a word, phrase or clause thereof no function to perform, or makes it, in effect, a mere repetition of another word, phrase or clause thereof must be rejected as being unsound, if it be possible so to construe the statute as a whole, as to make all of its parts operative and effective. 4 . This Court recognized that a tort action for wrongful death could be brought on behalf of a viable unborn child in Syllabus Point 1 of Baldwin v. Butcher, 155 W.Va. 431, 184 S.E.2d 428 (1971). 5 . Contrary to the majority of states, South Carolina and Alabama have held an unborn child is a child, person, or individual for purposes of criminal prosecution. See Ankrom v. State, 152 So.3d 373 (Ala.Crim.App.2011) (<HOLDING>); Whitner v. State, 328 S.C. 1, 492 S.E.2d 777 Options: A. holding a fetus is not a child person or individual for purposes of criminal prosecution under the reckless injury to a child statute B. holding an unborn child is a child for purposes of prosecuting chemical endangerment of a child C. holding that an unborn child is not a dependent for purposes of the neglect statute D. holding a mothers ingestion of a controlled substance while pregnant does not constitute child abuse as an unborn child is not a person for purposes of criminal prosecution E. holding an unborn child is not a child for purposes of criminal prosecution of mistreatment of a child

assistant: The best answer is B. holding an unborn child is a child for purposes of prosecuting chemical endangerment of 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: in Deneen.) When a plaintiff cannot offer direct evidence of an improper discriminatory motive, she must establish a prime facie case of discrimination under McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1979). In order to do so, the plaintiff must show that (1) she belonged to a protected class; (2) she was qualified for her position; and (3) she was discharged under circumstances giving rise to an inference of discrimination. Hanenburg v. Principal Mut. Life Ins. Co., 118 F.3d 570, 574 (8th Cir.1997). Under this framework, once the plaintiff has established a prime facie case, the employer must then offer a legitimate, nondiscriminatory reason for the adverse action. The burden then shifts back to the pl LLC., 998 F.Supp. 1065, 1069 (D.Minn.1998) (<HOLDING>). At the meeting where Ms. Meier was demoted, Options: A. holding that plaintiff must establish that had she learned of impairment during her pregnancy she would have terminated pregnancy B. holding female supervisors alleged comments that she did not want to add stress to the baby were sufficient direct evidence in a pregnancy discrimination mixed motives case C. holding that supervisors reactions to comments did not constitute direct evidence of age discrimination where comments were made six months prior to plaintiffs discharge and were unconnected to the discharge decision D. holding that corporate documents which emphasized youth as a positive factor and were authored by one of two persons who participated in a decision to discharge an older worker sufficient direct evidence to support a mixed motives jury instruction E. holding that direct evidence of discrimination is not required to prove discrimination in mixed motive cases under title vii

assistant: The best answer is B. holding female supervisors alleged comments that she did not want to add stress to the baby were sufficient direct evidence in a pregnancy discrimination mixed motives case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: these terms of service and the truecaller privacy policy ( the `` terms '' ) will govern your use of truecaller 's software applications , websites , web service api , tools or other services and features provided by truecaller from time to time ( collectively `` services '' ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Use the proceeds of the Initial Term Loans to finance a portion of the Transactions and use the proceeds of the Term Loans (other than Initial Term Loans) only for general corporate purposes and working capital of the Borrower and its Subsidiaries and any other purpose not prohibited by this Agreement including Permitted Acquisitions, and other Investments.

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 case excerpt and choose the best holding from the options. Case excerpt: comment g. In addition, “an invitee may anticipate that the premises are reasonably safe for his intended use.” Page, J., THE LAW OF PREMISES LIABILITY, § 4.16, 94 (1976). ■ Our opinions in Tribe, supra, Coburn, supra, and Beach, supra, have evidently failed to clarify our views of the duty problem. We therefore summarize the relevant principles. 1. The question of duty is decided by the court. The question is whether the relationship of the parties was such that the defendant was under an obligation to use some care to avoid or prevent injury to the plaintiff. If the answer is no, the defendant is not liable even though he may have acted negligently in light of the foreseeable risks. Prosser, supra, § 53, at 356-359; see, also, Keckonen v. Robles, 146 Ariz. 268, 705 P.2d 945 (1985) (<HOLDING>). In the context of this case, therefore, the Options: A. holding that a business owner owes the duty to his guests to exercise reasonable care to protect them from injury at the hands of a fellow guest B. holding that a negligent misrepresentation claim brought by an independent third party health care provider was not preempted by erisa C. holding that a negligent host was under no duty of care to the victim injured by an automobile driven by an intoxicated guest D. holding that a talk show host did not owe a cognizable duty to protect a guest on the show from the homicidal acts of third parties E. holding automobile exclusion in general liability policy did not apply because plaintiffs claim of negligent supervision and training was a separate and distinct theory of recovery from the use of an automobile

assistant: The best answer is C. holding that a negligent host was under no duty of care to the victim injured by an automobile driven by an intoxicated guest
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: Executive shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company (including negative references to the Company’s products, services, policies, directors, officers or employees). In addition, the Company agrees (through its directors and officers) not to disparage Executive in any manner likely to be harmful to Executive’s business or personal reputation. Notwithstanding the foregoing, nothing in this Agreement shall apply to or restrict in any way the communication of any information by Executive, in whatever form, (i) as it relates to the performance of Executive’s duties or responsibilities for Company, (ii) to any person acting on behalf of the Company in connection with any internal investigation or review, (iii) to any person acting on behalf of a government agency conducting an investigation about which Executive has relevant information, or (iv) to any other person if required by a lawfully issued subpoena or court order. If Executive responds or communicates with any party or entity described in clause (iii) or (iv) of the preceding sentence, Executive shall notify the Company in advance of such response or communication except to the extent such notification is prohibited by law. Notwithstanding the foregoing, nothing in this Agreement shall apply to or restrict in any way the communication of any information by the Company, in whatever form, to any person or entity if required by a lawfully issued subpoena or court order. If the Company responds or communicates with any party or entity described in the preceding sentence, the Company shall notify Executive in advance of such response or communication except to the extent such notification is prohibited by law.

assistant: Non-Disparagement
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 hold harmless the promisee, the promisee’s independent contractots, agents, employees, or indemnitees against liability for damages arising out of bodily injury to persons or damage to property proximately caused by or resulting from the negligence, in whole or in part, of the promisee, its independent contractors, agents, employees, or indemnitees, is against public policy and is void and unenforceable. N.C. Gen. Stat. § 22B-1 (2007) (emphasis added). This statute is not applicable in the present case. The contract at issue involves a clause that limits a party’s liability, not an indemnity clause whereby one party agrees to be liable for the negligence of the other party. See Int’l Paper Co. v. Corporex Constructors, Inc., 96 N.C. App. 312, 315, 385 S.E.2d 553, 555 (1989) (<HOLDING>). Further, the language of the statute only Options: A. holding that the hearing provisions of the ina supersede the provisions of the apa B. holding that the indemnity provisions to which gs 22b1 apply are those construction indemnity provisions which attempt to hold one party responsible for the negligence of another C. holding that courts interpret indemnity provisions same as written contracts D. recognizing that the rules of statutory construction apply when we interpret constitutional provisions E. holding that such provisions are valid

assistant: The best answer is B. holding that the indemnity provisions to which gs 22b1 apply are those construction indemnity provisions which attempt to hold one party responsible for the negligence of another
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: Provisions . Each Party acknowledges and agrees that in the event of any breach or threatened breach of the confidentiality covenants or the breach of its obligations relating to ownership or use of intellectual property, the other Party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, each Party agrees that the other Party shall be entitled to injunctive and other equitable remedies in any jurisdiction to prevent or restrain, temporarily or permanently, any such breach or threatened breach, without the necessity of proving inadequacy of a monetary remedy or posting any bond or surety, in addition to any other remedy that the Party may have at law or in equity.

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 case excerpt and choose the best holding from the options. Case excerpt: attempting to locate him had told Taylor’s ex-wife that there was a warrant for his arrest, he asserts there was no evidence that he knew of the warrant. Therefore, the district court’s finding that he knew of the indictment was clearly erroneous, and the presumption of prejudice required dismissal of the indictment. “[Wjhether a defendant’s constitutional right to a speedy trial has been violated is a mixed question of law and fact. Questions of law are reviewed de novo, and findings of fact are reviewed under the clearly erroneous standard.” United States v. Ingram, 446 F.3d 1332, 1336 (11th Cir.2006) (quotation omitted). A rial lengthens, negligence may weigh heavily against the government. Doggett v. United States, 505 U.S. 647, 657-58, 112 S.Ct. 2686, 2694, 120 L.Ed.2d 520 (1992) (<HOLDING>). A defendant has no duty to bring himself to Options: A. holding threeyear delay between indictment and arraignment caused by the serious negligence of the government presumptively prejudicial B. holding that the defendants failure to assert his right to a speedy trial until one year after his arrest weighed heavily against him under this barker factor C. holding that a twoyear delay weighed heavily against the government when the arresting officer knew where the defendant lived and worked and made only weak efforts to contact the defendant D. holding that a defendant was properly required to demonstrate prejudice where only two of the first three barker factors weighed heavily against the government E. holding that a sixyear delay caused by negligence weighed heavily against the government

assistant: The best answer is E. holding that a sixyear delay caused by negligence weighed heavily against the government
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: 365, 408, 459 S.E.2d 638, 662 (1995), cert. denied, 517 U.S. 1108, 134 L. Ed. 2d 478, 116 S. Ct. 1327 (1996). “A defendant is prejudiced by errors relating to rights arising other than under the Constitution of the United States when there is a reasonable possibility that, had the error in question not been committed, a different result would have been reached at the trial out of which the appeal arises. The burden of showing such prejudice under this subsection is upon the defendant.” N.C. Gen. Stat. § 15A-1443(a) (2007). Given the overwhelming evidence against defendant, we conclude that there is no reasonable possibility that, had the court not questioned Medlin, a different result would have been reached at trial. See State v. Rushdan, 183 N.C. App. 281, 286, 644 S.E.2d 568, 572 (<HOLDING>), disc. review denied, 361 N.C. 574, 651 S.E.2d Options: A. holding stricklands prejudice prong was not met because of overwhelming evidence of guilt B. holding that prejudice was not shown where there was overwhelming evidence of guilt C. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt D. holding that trial courts witness interrogation did not cause defendant prejudice when there was already overwhelming evidence showing defendants guilt E. holding the error harmless in light of the overwhelming evidence of guilt

assistant: The best answer is D. holding that trial courts witness interrogation did not cause defendant prejudice when there was already overwhelming evidence showing defendants guilt
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: insurance plans.” See Congressional Budget Office, Updated Estimates of the Effects of the Insurance Coverage Provisions of the Affordable Care Act, 7 (April 2014), https://www.cbo.gov/ sites/defauli/files/45231-ACA_Estimates. pdf. The CBO report, however, addresses the Transitional Reinsurance Program only in passing, and even then — with an eye toward, the program’s revenue estimates and effects on insurance premiums — not on whether governmental plans qualify as “group health plans,” In fact, the CBO report .never states that the reinsurance contribution does not also fall on non-Federal governmental plans. And in any event,-the CBO does not and cannot authoritatively interpret federal statutes. See Ameritech Corp. v. McCann, 403 F.3d 908, 913 (7th Cir.2005) (Easterbrook, J.) (<HOLDING>). 2. “Governmental Plans” Constitute a Type of Options: A. recognizing that an advisory opinion is one that offers an opinion on a moot issue B. holding that evidence that the petitioner had a political opinion that he expressed it to his persecutors and that they threatened him only after he expressed his opinion compelled the conclusion that the threats were connected to his political opinion and not only to his failure to provide money in response to demands from the persecutors that predated his expression of his political opinion C. holding that a prqvision from the electronic communications privacy act applied to the states irrespective of cbo opinion to the contrary although the congressional budget office expressed an opinion that the 1986 law would not impose new costs on states this view on which congress did not vote and the president did not sign cannot alter the meaning of enacted statutes D. recognizing that an agency cannot impose additional conditions on the united states consent to be sued unless congress expressly delegates this authority E. holding a medical opinion to be not significantly probative where the opinion was contrary to other substantial record evidence

assistant: The best answer is C. holding that a prqvision from the electronic communications privacy act applied to the states irrespective of cbo opinion to the contrary although the congressional budget office expressed an opinion that the 1986 law would not impose new costs on states this view on which congress did not vote and the president did not sign cannot alter the meaning of enacted statutes
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: With respect to any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties hereto irrevocably and unconditionally agrees (i) to be subject to the jurisdiction of the courts of the State of Texas and of the United States District Court for the Southern District of Texas, and any courts appealable from any such courts, (ii) that, to the fullest extent permitted by applicable law, service of process may be made on any party hereto by prepaid certified mail with a validated proof of mailing receipt constituting evidence of valid service and (iii) that service made pursuant to the immediately preceding clause (ii) shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Texas.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

assistant: Survival
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 MORTGAGOR IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS MORTGAGE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS MORTGAGE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE MORTGAGOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: when you create an account for any of our services , you must provide us with accurate and complete information as prompted by the account creation and registration process , and keep that information up to date .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the other terms and conditions contained in this Agreement, the Restricted Period with respect to the shares of Restricted Stock or the Restricted Unit Award, as applicable, shall lapse on the second anniversary of the Grant Date, subject to any special terms and conditions applicable to the Participant, as set forth in Appendix A to this Agreement. Notwithstanding the foregoing, the Restricted Period with respect to the shares of Restricted Stock or the Restricted Unit Award, as applicable, shall lapse as of immediately prior to the consummation of a Change in Control, unless the successor company, or a parent of the successor company, in the Change in Control agrees to assume, replace, or substitute the Restricted Stock or the Restricted Unit Award, as applicable, granted hereunder (as of the consummation of such Change in Control) with shares of restricted stock or restricted units, as applicable, on substantially identical terms, as determined by the Committee.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to make bond, and to keep an office or place of business; but none or all of these requirements do not absolutely determine whether or not a given employment is a public office, within the meaning of a given statute or constitutional provision.... “On account of this variety of meanings attaching to the words ‘office’ and ‘officer,” as used in various written laws, the adjudicated cases do not always, nor even often, furnish safe guides by which to determine with absolute certainty whether or not a given employment is an office [within] the meaning of a given statute or other written law. Every case must of necessity be determined by consideration of the particular facts and circumstances involved.... ” Harrington v. State ex rel. Van Hayes, 200 Ala. 480, 481-82, 76 So. 422, 424 (1917) (<HOLDING>). In Ward v. State ex rel. Goldsmith, 203 Ala. Options: A. holding that county defendant was a person within meaning of fca for purposes of suit by private plaintiff B. holding that a police department is not a person within the meaning of section 1983 C. holding that health insurer contracted with fehba was not acting under a federal agency within the meaning of the federal officer removal statute D. holding that an alcoholic beverage control officer was a public officer within the meaning of the statute E. holding that the position of alltime health officer for a county was not an office within the meaning of section 1467 of the code of 1907

assistant: The best answer is E. holding that the position of alltime health officer for a county was not an office within the meaning of section 1467 of the code of 1907
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 Executive is hereby employed on the Effective Date as the Chief Financial Officer, Group Vice President (CFO). In his capacity as CFO the Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Chief Executive Officer of the Company and he shall report directly to the Chief Executive Officer of the Company. The principal work place for the Executive shall be Stockholm, Sweden.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Employee shall be entitled to take up to 160 hours of Paid Time Off (PTO) per calendar year, so long as the absence of Employee does not interfere in any material respect with the performance of Employee or Employee’s duties hereunder. Employee shall be entitled to roll unused PTO hours to successive years and to pay in lieu of PTO to the extent provided for, and in accordance with such policies for unused PTO that may be established, by the Board with respect to the Company’s executive management.

assistant: Vacations
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: depending on the person to whom it is applied. That is, as applied to the official who is legislatively empowered, it does not prevent a ruling that the individual has final policy-making authority; as applied to a subordinate to whom that policymaker delegates her authority, however, it precludes a ruling that the subordinate has final authority- This interpretation, however, avoids reading Praprotnik as internally contradictory, a far more unusual result. Moreover, this understanding is better able to comply with the policy underlying municipal liability which seeks to hold the muniei-pality accountable for the conduct of those whose acts may fairly be said to be those of the municipality. Brown, 520 U.S. at 403-4 10th Cir.1989) rev’d on other grounds 928 F.2d 920(10th Cir.1991) (<HOLDING>). When a subordinate has only delegated Options: A. holding that under praprotnik city manager had final policymaking authority regarding personnel decision despite city charters command that all personnel decisions be made according to merit and fitness B. holding that a city manager was the final policymaker for purposes of section 1983 liability because of provisions in the norfolk city code requiring that all orders rules and regulations applicable to the entire police department must be approved by the city manager other than some police standard operating procedures C. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city D. holding that director of the police department is not a final policymaking official because his decisions are constrained by the county manager the board and administrative order and polices E. holding that under praprotnik a town charters directive that city managers personnel decisions be based on merit and fitness did not preclude city managers final policymaking authority where no other town officials were empowered to enforce that provision

assistant: The best answer is A. holding that under praprotnik city manager had final policymaking authority regarding personnel decision despite city charters command that all personnel decisions be made according to merit and fitness
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: Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Seventh Amendment, and that they know of no real estate broker or agent who is entitled to a commission in connection with this Seventh Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent occurring by, through, or under the indemnifying party. The terms of this Section 2 shall survive the expiration or earlier termination of the Lease.

assistant: Brokers
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. As used in this Agreement the term "Proprietary Information" shall mean any information or data disclosed by any Party to the other, pursuant to this Agreement, either in writing or orally, subject to the conditions set forth hereafter, and including without limitation any written or printed documents (plans, drawings, photographs, etc…), samples prototypes, models, technology, know-how, specifications, software, commercial or financial information or any means of disclosing such Proprietary Information that each Party may elect to use during the life of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The Company and the Subsidiaries are not aware of any third-party patents, patent applications, trademarks, trademark applications, service marks, trade names, and copyrights, (collectively, the “Intellectual Property Rights”) that are necessary for the conduct of the Company’s and Subsidiaries’ business relating to BPX01 and VI OLET as described in the SEC Reports, except which the failure to acquire rights to such Intellectual Property Rights would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim that any such Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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: If any term or provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms. Upon such a declaration by a court of competent jurisdiction, the parties shall use their respective reasonable best efforts to negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement to be consummated as originally contemplated to the fullest extent possible.

assistant: Severability
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: Optionee may exercise this Option by delivering a signed Notice of Exercise in substantially the form attached hereto to the officer of the Company designated in such notice. Such Notice of Exercise shall be accompanied by payment in full of the aggregate purchase price for the Shares as provided in Section 2(c).

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: The savings clause states that “[compliance with an order [under the MDA] shall not relieve any person from liability under Federal or State law.” 21 U.S.C.A. § 360h(d). While the savings clause almost certainly prohibits a holding that the MDA preempts all state law liability, our interpretation of § 360k(a) does not preclude all liability. Further, nothing in the savings clause suggests that some tort liability, as opposed to other types of liability, must be preserved. Interpreting the savings clause to preserve non-tort liability, such as contract liability, is not only permissible, but also comports with the Supreme Court’s interpretation of a savings clause in a recent preemption case. See American Airlines, Inc. v. Wolens, — U.S. -, -, 115 S.Ct. 817, 826, 130 L.Ed.2d 715 (1995) (<HOLDING>). Moreover, where the preemptive intent of Options: A. holding the illinois consumer fraud act preempted by the federal airline deregulation act to the extent the state law applied to airline frequent flier programs B. holding consumer claims under the texas deceptive trade practices act nonassignable C. holding that the airline deregulation act preempts claims under the illinois consumer fraud and deceptive business practices act but does not preempt state breach of contract actions D. holding that erisa preempts a plaintiffs claims for violation of the state insurance code and consumer protection act E. holding that cjlaims for unfair competition and deceptive business practices involving trade names brought under illinois statutes are to be resolved according to the principles set forth under the lanham act and noting that illinois courts look to federal case law and apply the same analysis to state infringement claims

assistant: The best answer is C. holding that the airline deregulation act preempts claims under the illinois consumer fraud and deceptive business practices act but does not preempt state breach of contract actions
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 owner “knows that criminal assaults against persons are occurring, or are about to occur, on the premises which indicate an imminent probability of harm to an invitee.” Id. at 533, 362 S.E.2d at 922. The Court further held that, for the duty to be imposed, there must be “notice of a specific danger just prior to the assault.” Id.; see also Thompson, 261 Va. at 130,540 S.E.2d at 128 (stating that an “imminent probability” of harm is a heightened degree of foreseeability). In addition, the Virginia Supreme Court has stated that, “in the context of a business owner and invitee special relationship, we will not impose liability for negligence based solely upon a background of previous criminal activity on the owner’s property.” Taboada, 271 Va. at 327, 626 S.E.2d at 435; see also id. (<HOLDING>). v. Landlord-Tenant Relationship Virginia Options: A. holding that a landowner owed no duty of care to a contractors employee in the situation posed by the parties B. holding that the special relationship exception does not apply to the relationship between a student and a school C. recognizing duty of care owed by business invitor to invitee D. recognizing the existence of the special relationship E. holding that the innkeeperguest special relationship simply is not applicable to the potential duty of care owed to a business invitee

assistant: The best answer is E. holding that the innkeeperguest special relationship simply is not applicable to the potential duty of care owed to a business invitee
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: time to comply in light of the availability of alternative water sources. From the command that a court must consider the time necessary to comply when it does order a “judgment as public health may require,” however, it does not necessarily follow that the court must always exact the type of compliance sought by the agency whenever a violation of the Act has been identified. This construction is supported by the fact that, in spite of the ubiquitousness of the term “compliance” in § 300g-3(b), courts are not expressly limited by the statute to entering judgments that “require compliance,” but instead have been granted the leeway to issue “judgment[s] as protection of public health may require.” Cf. Natural Res. Def. Council v. Southwest Marine, Inc., 236 F.3d 985, 1000 (9th Cir.2000) (<HOLDING>), cert. denied, — U.S. -, 121 S.Ct. 2242, 150 Options: A. holding that with respect to judicialenforcement provision in clean water act limiting courts to enforcementj of existing standards and orders the authority to enforce an existing requirement is more than the authority to declare that the requirement exists and repeat that it must be followed B. holding that the limitation act does not apply to claims brought under the clean water act C. holding that it is the legislative authority of the union that must make an act a crime D. holding that district courts are without jurisdiction to review preenforcement orders issued under the clean water act E. holding that clean water acts notice provision is a condition precedent to all claims

assistant: The best answer is A. holding that with respect to judicialenforcement provision in clean water act limiting courts to enforcementj of existing standards and orders the authority to enforce an existing requirement is more than the authority to declare that the requirement exists and repeat that it must be followed
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: Unless earlier terminated in accordance with this ‎ARTICLE III, the term of this Agreement (the “ Term ”) shall commence on the Effective Date and shall continue in effect until the fifth (5th) anniversary of the Effective Date, at which time this Agreement shall terminate and the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive the termination of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: All of the terms, covenants and conditions contained in the Mortgage and Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were fully set forth herein. If Borrower’s obligations under this Note, the Mortgage or the other Loan Documents are enforced by Lender through an attorney-at-law, or any payment due under this Note, the Mortgage or the Loan Documents is collected by or through an attorney-at-law or collection agency, Borrower agrees to pay all costs incurred by Lender in connection therewith, including, but not limited to, reasonable fees and disbursements of legal counsel, collection agency costs, whether or not suit be brought, and any and all costs or fees arising as a result of the filing of or during the course of any case under any bankruptcy laws with respect to Borrower or its affiliates.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower and the Parent Guarantors will not, and will not permit any Restricted Subsidiary to, prepay, repurchase or redeem or otherwise defease any Subordinated Debt (other than any intercompany loans); provided , however , that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower or any Restricted Subsidiary may prepay, repurchase or redeem Subordinated Debt (w) on or after the fifth anniversary of the date of the incurrence of such Subordinated Debt in the amount (if any) as shall be necessary to ensure that such Subordinated Debt shall not be considered an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code, (x) for an aggregate price not in excess of the Applicable Amount at the time of such prepayment, repurchase or redemption, (y) with the proceeds of Permitted Refinancing Indebtedness, (z) pursuant to an exchange of Subordinated Debt for Qualified Capital Stock of Holdings or Parent or any direct or indirect parent company thereof or (aa) solely to the extent such Subordinated Debt constitutes Senior Subordinated Notes, for an aggregate purchase price not in excess of $239,800,000 following the Sixth Amendment Effective Date.

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 case excerpt and choose the best holding from the options. Case excerpt: by the Fourth Amendment, the maintenance of prison security and the preservation of institutional order and discipline are ‘essential goals that may require limitation or retraction of the retained constitutional rights of both convicted prisoners and pretrial detainees.’ ” 860 F.2d at 21 (quoting Bell v. Wolfish, 441 U.S. 520, 546, 99 S.Ct. 1861, 60 L.Ed.2d 447 (1979)). Accordingly, where a facility provides some notice to inmates that calls may be monitored, the facility’s “practice of automatically taping and randomly monitoring telephone calls of inmates in the interest of institutional security is not an unreasonable invasion of the privacy rights of pretrial detainees” or of “noninmates” who receive calls from pretrial detainees. Id. at 21-22; see also Amen, 831 F.2d at 379-80 (<HOLDING>). B. Rodriguez’s Challenges to His Convictions Options: A. holding that routine monitoring and recording of the calls of convicted prisoners does not violate the prisoners fourth amendment rights B. holding that policy requiring strip searches of prisoners prior to transfer did not violate fourth amendment C. holding that hudson overruled bells assumption and abrogated convicted prisoners fourth amendment rights D. holding that a prison official can violate a prisoners eighth amendment rights by failing to intervene E. holding that routine strip searches of pretrial detainees and convicted prisoners conducted after contact visits were constitutional

assistant: The best answer is A. holding that routine monitoring and recording of the calls of convicted prisoners does not violate the prisoners fourth amendment rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by the Purchasers, as to the Purchasers’ obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing under Section 2.1 has not been consummated on or before February 28, 2015; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

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: You will be entitled to earn up to five (5) weeks of vacation per year, in addition to holidays observed by the Company. Vacation may be taken at such times and intervals as you shall determine, subject to the business needs of the Company. Vacation shall otherwise be subject to the policies of the Company, as in effect from time to time.

assistant: Vacations
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 the Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiary are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

assistant: Insurances