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: (a) No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall: (a) waive any of the conditions specified in Section 3.01 without the written consent of all Lenders, (b) increase or, subject to Section 2.18, extend the Commitment of any Lender without the written consent of such Lender, (c) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder without the written consent of all Lenders directly affected thereby, (d) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder without the written consent of all Lenders directly affected thereby, (e) change the definition of “Required Lenders”, or the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder without the written consent of all Lenders, (f) add any currencies to the definition of Committed Currencies without the written consent of all Lenders directly affected thereby, (g) so long as any Designated Subsidiary is a Borrower hereunder, release the Company from its obligations under Section 7.01 without the written consent of all Lenders other than Defaulting Lenders or (h) amend this Section 9.01 without the written consent of all Lenders; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note.

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: immunity on the § 1983 false arrest claims. See Harlow, 457 U.S. at 820, 102 S.Ct. 2727 (remanding to district court for consideration of a qualified immunity issue because “[t]he trial court is more familiar with the record so far developed and also is better situated to make any such further findings as may be necessary”). On remand, the district court must determine whether the three officers’ actions in arresting Mr. Pitt “violate[d] clearly established statutory or constitutional rights of which a reasonable person would have known.” Id. at 818, 102 S.Ct. 2727. B. Malicious Prosecution Claims Under 42 U.S.C. § 1983 Plaintiffs also sought relief for malicious prosecution under 42 U.S.C. § 1983, asserting that the defendants deprived plaintiffs of their cons 2 (3d Cir.1998) (<HOLDING>); Brooks v. City of Winston-Salem, N.C., 85 Options: A. holding that in a mali cious prosecution action under the fourth amendment the constitutional violation is the deprivation of liberty accompanying the prosecution B. holding that for a state actor to violate the fourth amendment by initiating a malicious prosecution against someone the criminal charges at issue must have imposed some deprivation of liberty consistent with the concept of a seizure citation omitted C. holding that a 1983 due process claim that essentially contests the fairness of the plaintiffs prosecution is similar to his malicious prosecution claim and claims resembling malicious prosecution do not accrue until the prosecution has terminated in the plaintiffs favor D. holding that the fourth amendment right implicated in a malicious prosecution action is the right to be free of unreasonable seizure of the person E. recognizing that an alleged deprivation of the right to be free from prosecution without probable cause might be judged under the fourth amendment

assistant: The best answer is A. holding that in a mali cious prosecution action under the fourth amendment the constitutional violation is the deprivation of liberty accompanying the prosecution
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 captions to the Sections of this Agreement are not a part of this Agreement, but are included for convenience of reference and shall not affect its meaning or interpretation. In this Agreement: (i) the word "including," "includes," "included," and "include" shall be deemed to be followed by the phrase "without limitation" or like expression; (ii) the singular shall include the plural and vice versa ; (iii) masculine, feminine, and neuter pronouns and expressions shall be interchangeable; (iv) the words "hereof," "herein," "hereto," "hereby," "hereunder," and derivative or similar words refer to this Agreement as an entirety and not solely to any particular provision of this Agreement; (v) each reference in this Agreement to a particular Section, appendix, schedule, or exhibit means a Section, appendix, schedule, or exhibit of or to this Agreement, unless another agreement is specified; (vi) "the word "will" shall be construed to have the same meaning and effect as the word "shall"; (vii) "or" is disjunctive but not necessarily exclusive; (viii) references to any Party or Person shall include its permitted successors or assigns; and (ix) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified; and business days means any day, except Saturday and Sunday, on which commercial banking institutions in Los Angeles, California are open for business. This Agreement has been prepared jointly and shall not be strictly construed against either Party.

assistant: Interpretations
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 Settlement Agreement, the Supply Agreement, the Rainbow Parameter Enablement Authorization Agreement, and the Philips IntelliBridge Open Interface Agreement (collectively, the “ New Agreements ”) set forth the entire agreement and understanding between the Parties as to their subject matter and the Litigation, and supersede all prior agreements, commitments, representations, writings and discussions between them, whether written or oral, with respect to the subject matter of the New Agreements. Neither of the Parties shall be bound by any conditions, definitions, warranties, waivers, releases or representations (either expressed or implied) with respect to the subject matter of the New Agreements, other than as expressly provided for in the New Agreements, or as duly set forth on or subsequent to the date hereof in writing signed by a duly authorized representative of the Party to be bound thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders hereby irrevocably agree that (i) the Liens on any Collateral granted to the Administrative Agent by the Loan Parties shall be released as permitted under and pursuant to the Security Agreement and (ii) any Guarantor shall be released from its obligations under the applicable Guaranty as permitted under and pursuant to the applicable Guaranty.

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: All the obligations of the Lessee under this Section with respect to the aforesaid responsibilities, risks, costs and expenses assumed by the Lessee shall survive the expiration or termination of this Agreement in whole or in part.

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: Any payment hereunder received by the Payee after 1:00 p.m. (New York City time) on any day, will be deemed to have been received on the next succeeding day. All payments to be made to the Payee under this Note shall be made in the lawful money of the United States of America in immediately available funds without setoff, counterclaim or deduction, including, without limitation, any deduction or withholding for or on account of any tax imposed upon any Owner, the Payee or the Maker unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If the Maker is so required to deduct or withhold, then the Maker will (a) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount of tax required to be deducted or withheld from any additional amount paid by the Maker to any Owner or the Payee hereunder) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such an amount has been assessed against any Owner or the Payee, and in any event before penalties attach thereto or interest accrues thereon, (b) promptly forward to the Owners an official receipt (or certified copy), or other documentation reasonably acceptable to the Owners, evidencing such payment to such authorities and (c) in addition to the payment which any Owner or the Payee is otherwise entitled under this Note, if such withholding is on account of any tax imposed upon the Maker, pay to the Owners and the Payee such additional amount as is necessary to ensure that the net amount actually received by the Owners and the Payee (free and clear of taxes assessed against the Maker) will equal the full amount the Owners and the Payee would have received had no such deduction or withholding been required. If (i) the Maker is required to make any deduction or withholding on account of any tax from any payment made by it under this Note, (ii) the Maker does not make the deduction or withholding, and (iii) a liability for or on account of the tax is therefore assessed directly against any Owner or the Payee, the Maker shall pay to the Owners and the Payee, promptly after deemed, the amount of the liability (including any related liability for interest or penalties).

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 legal provision and list the applicable contract clause categories. Provision: This Agreement 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 Agreement. This Agreement may also be executed and delivered by facsimile signature, or signature received as a .pdf attachment to electronic mail, and 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.

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: Each of the representations and warranties made with respect to the Acquired Business in the Acquisition Agreement, if any, as are material to the interests of the Lenders, shall be true and correct in all material respects (or, in all respects, if qualified by materiality or Material Adverse Effect), as of such date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects (or, in all respects, if qualified by materiality or Material Adverse Effect) on and as of such specific date), but only to the extent that the Borrower or an affiliate of Borrower has the right (determined without regard to any notice requirement) to terminate its obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach or inaccuracy of any such representation or warranty in the Acquisition Agreement (the “ Specified Acquisition Agreement Representations” ).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 600 So.2d 1049, 1050 (Ala.Civ.App.1992) (accord). Admittedly, this court has issued numerous opinions since Ex parte DCH Regional Medical Center that have declared judgments nonfinal for failing to completely resolve the employee’s workers’ compensation claim. See, e.g., Norment Sec. Group v. Chaney, 938 So.2d 424, 425 (Ala.Civ.App.2006) (judgment finding that employee sufficiently notified employer of injury held to be nonfinal for failing to ascertain and declare other aspects of claim); International Paper Co. v. Bracknell, 854 So.2d 116, 118 (Ala.Civ.App.2003) (dismissing appeal from order that decided liability and temporary-disability-benefits issues but failed to address permanent-disability claim); USA Motor Express, Inc. v. Renner, 853 So.2d 1019, 1021 (Ala.Civ.App. 2003) (<HOLDING>); and International Paper Co. v. Dempsey, 844 Options: A. holding that an order was interlocutory in nature despite the trial courts certification of the order as a final appealable judgment B. holding that because trial courts order did not dispose of the defendants counterclaim that order was not a final judgment that would support an appeal C. holding that a rehearing order is interlocutory and not appealable D. holding that order finding that injury arose out of and in the course of the employment and awarding medical benefits was interlocutory order that would not support appeal E. holding that an order awarding attorney fees is not appealable and instead the proper appeal lies from the judgment or amended judgment entered on the order

assistant: The best answer is D. holding that order finding that injury arose out of and in the course of the employment and awarding medical benefits was interlocutory order that would not support appeal
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: Evans rationale would seem inapplicable whenever the mistake was instead attributable to the law enforcement agency”); cf. Groh v. Ramirez, 540 U.S. 551, 564, 124 S.Ct. 1284, 157 L.Ed.2d 1068 (2004) (stating, in the context of qualified immunity, that “because petitioner [police officer] prepared the invalid warrant, he may not argue that he reasonably relied on the Magistrate’s assurance that the warrant contained an adequate description of the things to be seized”). But see United States v. De Leon-Reyna, 930 F.2d 396, 401 (5th Cir.1991) (en banc) (applying good faith exception to a police officer’s m heard is at best ambiguous, and nearly nonsensical in light of the immediately preceding exchange. Although Antone’s sub sequent conduct concededly makes this a clos (D.C.Cir.1991) (<HOLDING>). Moreover, as noted above, there was no Options: A. holding cotenants consent to search valid where rodriguez who was asleep inside the house was not asked for his consent if police reasonably believed the consenter possessed common authority over the premises B. holding that the insurer is not bound by acts of the agent which are beyond the scope of his authority when the insured has notice of the limitations upon an agents authority or when the circumstances are sufficient to suggest that an inquiry should be made as to such limitations C. holding that a principal is not hable for the actions of an agent when these actions exceed the agents authority and the thirdparty has knowledge that the agent does not have the authority asserted D. holding that when an agent has limited authority and informs the third party of this limitation the principal is not bound by the agents actions that exceed that authority E. holding that the agents superficial and cursory questioning of the consenting party did not disclose sufficient information for the agent reasonably to believe that she had common authority over the premises and that further inquiry was required under rodriguez

assistant: The best answer is E. holding that the agents superficial and cursory questioning of the consenting party did not disclose sufficient information for the agent reasonably to believe that she had common authority over the premises and that further inquiry was required under rodriguez
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 Commitment Agreement Date, there is no action pending or, to Prudential’s Knowledge, threatened against Prudential that in any manner challenges or seeks to prevent, enjoin or materially alter or delay the transactions contemplated by this Commitment Agreement or that could reasonably be expected to materially impair or restrict Prudential’s ability to consummate the transactions contemplated by this Commitment Agreement and to perform its obligations hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Grantor shall promptly make, execute, acknowledge and deliver, in form and substance satisfactory to Beneficiary, all additional instruments, agreements and other documents, and Grantor shall do all other acts, as may at any time hereafter be requested by Beneficiary to effectuate and carry out the purposes of this Deed of Trust and each of the Secured Obligations.

assistant: Further Assurances
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: may be imposed by bank regulatory agencies under other provisions of this bill.”). The report goes on to suggest that three separate penalties "for thé same violation” are possible — (1) criminal fines, (2) civil penalties under Section 1833a, and (3) civil penalties under Section 1818(i). Id. 138 . See Serpico, 320 F.3d at 694 (recognizing deterrence as principal thrust of FIRREA enhanced criminal/civil provisions); Ghavami, 2012 WL 2878126 at *5 (same). 139 . Cf. United States v. Menendez, No. 11 Civ. 6313(MMM), 2013 WL 828926, *6 (C.D.Cal. Mar. 6, 2013) (setting forth factors court would use to assess Section 1833a penalty, which included inter alia defendant’s “financial condition and ability to pay’’); Advance Pharmaceutical, Inc. v. United States, 391 F.3d 377, 399 (2d Cir.2004) (<HOLDING>); 12 U.S.C. § 1818(i)(2)(G)(i) (permitting Options: A. holding that defendants ability to pay may be considered in assessing penalty under controlled substances act B. holding that conduct designated as a felony under state law but as only a misdemeanor under the controlled substances act does not qualify as an aggravated felony C. holding that the legislature intended for multiple punishments when a defendant makes a single act of possessing different types of controlled substances D. holding 1227a2bi limits the meaning of controlled substance for removal purposes to the substances controlled under 802 E. holding that under section 172550 two prior violations of the controlled substances act occurring in the same incident should be treated as one offense and noting that if multiple prior convictions are obtained for violations of the controlled substance act unrelated to one another and not arising out of a single incident there is no prohibition against counting each conviction separately for sentencing purposes

assistant: The best answer is A. holding that defendants ability to pay may be considered in assessing penalty under controlled substances act
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 hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) to the parties at their address specified on the signature page hereto, with a copy sent as indicated on the signature page.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chairman of the Board of Directors of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

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: merely to prevent any tense courtroom exchanges from escalating. See id. Although this Court believes it would have been better practice for the trial court to have seated the deputy behind or in close proximity to the defendant, rather than at defense table, matters of security should be within the sound discretion of the trial judge. Moreover, given the precedents discussed above, had appellate counsel claimed on direct appeal that the presence of one uniformed deputy at the defense table was “inherently prejudicial,” the state court more than likely would have disagreed. See, e.g., People v. Terry; supra; People v. Riley, 292 A.D.2d 822, 738 N.Y.S.2d 793 (4th Dep’t 2002) (“To the extent that defendant contends that the mere presence of security personnel during hi 8 (2d Dep’t 1990) (<HOLDING>). In other words, there were no statements Options: A. holding statements made to a social worker to be testimonial because she was acting as a proxy for the police B. holding that the court did not err in concluding that a defendant was not in custody where he made statements to law enforcement officers in his own home was not physically restrained during the conversation never manifested an intent to terminate the interaction and the officers never indicated to the defendant that they had probable cause to arrest him C. holding that plea agreement with drug enforcement agency agent not enforceable when agent was not authorized by united states attorney to enter agreement D. holding that defendant was not entitled to specific performance of alleged cooperation agreement entered into with fbi agent who allegedly promised defendant he would not be prosecuted if he cooperated in making a statement where there was no evidence establishing that agent was authorized to make promises to obtain defendants cooperation E. holding that defendant not entitled to statutory notice of statements allegedly made by him to complainant who was a civilian and not a public servant or acting as an agent of law enforcement authorities

assistant: The best answer is E. holding that defendant not entitled to statutory notice of statements allegedly made by him to complainant who was a civilian and not a public servant or acting as an agent of law enforcement authorities
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: When used herein, the following words shall have the meanings indicated below. Terms not defined herein shall have the meanings assigned to them in the State Street Salary Savings Program, as from time to time amended and in effect.

assistant: Definitions
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 the transactions contemplated herein are not consummated, or following the occurrence of a Termination Date, if applicable, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, other than as provided in Section 17 of this Agreement, and the Parties expressly reserve any and all of their respective rights. The Parties acknowledge that this Agreement, the Plan, and all negotiations relating hereto are part of a proposed settlement of matters that could otherwise be the subject of litigation. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence, and any other applicable law, foreign or domestic, the Plan Term Sheet, this Agreement, the Plan, any related documents, and all negotiations relating thereto shall not be admissible into evidence in any proceeding, or used by any party for any reason whatsoever, including in any proceeding, other than a proceeding to enforce its terms.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “should be bundled with a vote on an open primary.” Opponents also contend that if Proposition 121 were adopted, it would require changes in a large number , of Arizona statutes. ¶ 21 We are not persuaded. The fact that the objectives of a constitutional measure could be achieved by an alternative means does not itself establish a violation of the separate amendment rule. See Korte, 199 Ariz. at 178 ¶ 16, 16 P.3d at 205 (noting that “a proposal can comply with the [separate amendment] rule even though alternative proposals exist”). The separate amendment rule does not require that a constitutional amendment identify the most narrowly tailored means for achieving identified goals, only that the provisions have a sufficient common purpose or principle. See id. ¶ 15, 16 P.3d at 205 (<HOLDING>). Nor does the fact that a proposition, if Options: A. holding that the fifth amendment does not require the government to pay for that element of value based on the use of respondents fee lands in combination with the governments permit lands B. holding that evidence obtained from valid search warrant did not violate constitutional due process provisions C. holding transfer rule did not violate federal equal protection D. holding that multifaceted approach to amending provisions in article 10 regarding state trust lands did not violate separate amendment rule E. holding that rule 606b does not violate the sixth amendment

assistant: The best answer is D. holding that multifaceted approach to amending provisions in article 10 regarding state trust lands did not violate separate amendment rule
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: Schedule 3.21 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of Holdings, the Borrower or the subsidiaries as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance, to the extent due, have been paid. The insurance maintained by or on behalf of Holdings, the Borrower or the subsidiaries is in full force and effect in all material respects in accordance with its terms and complies with the requirements set forth in Section 5.02 .

assistant: Insurances
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: show, that Esparza informed anyone at UTEP that she believed her treatment was improperly based on her age, sex, or national origin. Accordingly, Esparza has failed to assert a retaliation claim based on opposition as well. CONCLUSION Esparza’s sole issue on appeal is granted in part and denied in part. The trial court erred in dismissing Esparza’s age, sex, and national origin discrimination claims. While Esparza failed to allege a necessary element of her prima facie case — that an adverse employment action had - occurred — she should have been afforded the opportunity to amend her pleadings to cure that deficiency. We therefore reverse and remand Esparza’s age, sex, and national origin discrimination claims, to the extent they are not based on disparate pay. 891-92 (8th Cir.2005) (<HOLDING>); Peltier v. United States, 388 F.3d 984, 988 Options: A. holding that a suspension with pay may constitute materially adverse action for the purposes of retaliation claims depending on the facts of the case B. holding that a suspension with pay and full benefits pending a timely investigation into suspected wrongdoing is not an adverse employment action C. holding that termination is an adverse employment action D. holding oneday unpaid suspension not an adverse employment action E. holding that investigatory suspension with pay was not adverse employment action

assistant: The best answer is E. holding that investigatory suspension with pay was not adverse employment 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 legal provision and list the applicable contract clause categories. Provision: This Agreement, including the Appendices, Exhibits, and Disclosure Schedules, constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof. The Appendices, Exhibits, and Disclosure Schedules hereto are an integral part of this Agreement and are incorporated by reference herein. This Agreement supersedes all prior agreements, understandings, promises, representations, and statements between the Parties and their representatives with respect to the sale of the Business and the transactions contemplated by this Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( evernote corporation , evernote gmbh and evernote brasil , as applicable , may be referred to in these terms of service as `` evernote , '' `` we '' and sometimes `` us '' ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 15 , disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to a Borrower or any of its Subsidiaries that has been furnished to the Lender by or on behalf of a Borrower or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Loan Agreement.

assistant: Disclosures
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: these cases inappo-site to the current situation. In both Indre-lunas and Reid, the lower court filed an extensive opinion explaining its disposition. After filing such an opinion, the court failed to enter a separate judgment or order. In this case, the bankruptcy court has entered an order without filing an opinion. We conclude that both of the orders entered by the bankruptcy court are separate judgments within the meaning of Bankruptcy Rule 9021. The order granting summary judgment is a brief order that gives no detailed explanations and does not contain an opinion or a memorandum. The mere fact that the order contains a single sentence detailing the history of the proceedings does not disqualify it as a separate order. See Laidley v. McClain, 914 F.2d 1386, 1390 (10th Cir.1990) (<HOLDING>). Furthermore, the document was clearly Options: A. holding that unauthenticated documents cannot be considered at summary judgment B. holding that a grant of summary judgment in favor of one party creates a final judgment allowing appellate review of denial of opposing partys summary judgment motion C. holding that the rule 12b6 ruling was not a final judgment and did not bind the district court at summary judgment D. holding that a summary judgment order containing a single sentence adopting the report of a magistrate met the separate judgment rule and did not require that two documents be used instead of one E. holding summary judgment order was not a final judgment because it did not dispose of the defendants claim for attorneys fees

assistant: The best answer is D. holding that a summary judgment order containing a single sentence adopting the report of a magistrate met the separate judgment rule and did not require that two documents be used instead of one
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: 38,122 includes several elements, each of which is capable of being readily understood: (1) a person must intend to obtain an economic benefit for himself by (2) holding himself e of law — a commercial enterprise— therefore, it is not facially overboard. See Cells, 354 S.W.3d at 32 (citing Manrique, 40 S.W.3d at 554). The State of Texas has a compelling interest in this regulatory framework; the benefit is to the citizens as a whole. See id. at 33 (citing Sperry v. Florida, 373 U.S. 379, 383, 83 S.Ct. 1322, 10 L.Ed.2d 428 (1963)) (recognizing that a state has a “substantial interest in regulating the practice of law within the State”) (other citations omitted). Appellant also urges that neither Cells nor Manrique had the benefit of Ex parte Lo, 424 S.W.3d 10, 24 (Tex.Crim.App.2013) (<HOLDING>). Appellant also argues the burden is on the Options: A. recognizing the compelling interest in highway safety B. holding that narrowtailoring requires a state to act with precision and to use the least restrictive means of achieving its compelling interest C. holding grandparent visitation statute serves compelling state interest in maintaining grandparentgrandchild relationship where grandparents had raised child for period of time but agreeing with trial court that something more than childs best interest must be established to serve compelling state interest D. holding the online solicitation statute was not narrowly drawn to effectuate a compelling state interest and there were more narrow means of achieving the states interest in protecting minors E. holding total ban on indecent dialaporn telephone communications not narrowly drawn to serve the governments compelling interest in protecting children

assistant: The best answer is D. holding the online solicitation statute was not narrowly drawn to effectuate a compelling state interest and there were more narrow means of achieving the states interest in protecting minors
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: of the offense compared to the harshness of the penalty; (2) sentences imposed on other criminals in the same jurisdiction; and (3) sentences for the same crime in other jurisdictions. State v. Jones, 344 S.C. 48, 543 S.E.2d 541 (2001). Here, the gravity of the offense is severe; McKnight is charged with homicide. The sentence for homicide by child abuse under S.C.Code Ann. § 16-3-85(0(1) is twenty years to life, and McKnight received a twenty year sentence, suspended upon service of twelve years. The penalty is no harsher than that imposed upon any other individual charged with murder. See S.C.Code Ann. § 16-3-20 (persons guilty of murder must be punished by death, life imprisonment, or mandatory minimum term of thirty years); Simmons v. State, 264 S.C. 417, 215 S.E.2d 883 (1975) (<HOLDING>). Finally, although other states have not Options: A. holding that a life sentence pursuant to 841 blaiii was not a cruel and unusual punishment B. holding cruel and unusual punishment complaint not preserved C. holding life in prison without the possibility of parole was not cruel and unusual punishment for juvenile convicted of murder D. holding sentence of life imprisonment resulting from a wrongful killing caused by the use of an automobile is not cruel and unusual punishment E. holding that what constitutes cruel and unusual punishment is a question of law

assistant: The best answer is D. holding sentence of life imprisonment resulting from a wrongful killing caused by the use of an automobile is not cruel and unusual punishment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 5.6 , there is no suit (at law or in equity), claim, action, judicial or administrative proceeding, arbitration or governmental investigation now pending or, to the best knowledge of SuckerPunch, threatened, (i) arising out of or relating to any aspect of the Business, (ii) concerning the transactions contemplated by this Agreement, or (iii) involving SuckerPunch, its shareholders, or the officers, directors or employees of SuckerPunch in reference to actions taken by them in the conduct of any aspect of the Business.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendments or modifications of this Lease shall be effective unless such amendment or modification is in writing and executed and delivered by and between Tenant and Landlord, nor shall any custom, practice or course of dealing between the parties be construed to waive the right to require specific performance by the other party in compliance with this Lease.

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: The Borrower may, upon three (3) Business Days’ notice in the case of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans, prepay Loans on any Business Day; provided that the Borrower pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments of Eurodollar Rate Loans must be accompanied by a payment of interest on the amount so prepaid. Prepayments of Eurodollar Rate Loans must be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Prepayments of Base Rate Loans must be in a principal amount of at least $500,000 or, if less, the entire principal amount thereof then outstanding. The Borrower may, upon three (3) Business Days’ notice, terminate the Commitment hereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: need to protect the public from further crimes by the defendant. This explanation is sufficient for purposes of § 3553(c)(1). We reject Mr. Ghertler’s arguments to the contrary. First, Mr. Ghertler is wrong that we should not consider the district court’s statements described above because they were made after the sentence was imposed and did not relate to the sentence selected. The record shows that, although the district court’s com ments followed the imposition of the sentence, those comments were clearly part of the court’s closing remarks regarding the propriety of the sentence. We have taken a holistic approach in evaluating the district court’s explanation of the sentence imposed. Our review is not limited to the district court’s closing remarks. See Parrado, 911 F.2d at 1573 (<HOLDING>); see also id. (citing with approval United Options: A. holding that district court adequately explained its reasons for imposing life sentence based on review of the transcript of the sentencing hearing taken together with the courts closing remarks B. holding government failed to meet it burden to show harmlessness of mandatory application of the guidelines where transcript of sentencing hearing indicated district court would have imposed shorter sentence under advisory sentencing scheme C. holding that in order to aid the appellate review of whether an abuse of discretion has occurred at sentencing the trial court is required to articulate on the record reasons for imposing a particular sentence D. holding that plain error review is used for unpreserved challenges to the method by which the district court arrived at a sentence including arguments that the sentencing court failed to explain adequately the sentence imposed under the statutory factors in 3553a E. holding that the trial court improperly relied on a subsequent charge in sentencing where the trial court stated she was imposing the sentence based on the fact that you reoffended among other reasons

assistant: The best answer is A. holding that district court adequately explained its reasons for imposing life sentence based on review of the transcript of the sentencing hearing taken together with the courts closing remarks
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 used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction. The headings, titles and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to indemnify , defend and hold harmless , onavo and its managers , directors , shareholders , employees , sub-contractors , agents , licensors and anyone acting on onavo 's behalf , at your own expense and immediately after receiving a written notice from us , from and against any damages , loss , costs , expenses and payments , including reasonable attorney 's fees and legal expenses , resulting from any complaint , claim , or demand , arising from , or in connection with your use of the services , the content that you upload or provide through the services , any communications that you convey through the services , or your breach of this agreement , or any other terms , rules or regulations applicable to the services , or your violation , or infringement of other persons rights .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have all powers of a limited liability company formed under the Act and not prohibited by the Act or this Agreement; provided, however, that during the term of that certain loan from the Lender in the approximate amount of $32,626,000.00 (the " Loan "), the Company will comply with the applicable single purpose requirements of the Lender set forth in the Loan Documents and in Section 1.7 of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Performance Share Units or Restricted Stock or, in the event that the Employee elects under Code Section 83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon the Employee’s receipt of the Restricted Shares. The Employee agrees that, at such time, if the Company or an Affiliate is required to withhold such taxes, the Employee will promptly pay, in cash upon demand (or in any other manner permitted by the Committee in accordance with the terms of the Plan), to the Company or an Affiliate such amounts as shall be necessary to satisfy such obligation, and the issuance of Shares in connection with the vesting of any Performance Share Units shall be conditioned upon the prior payment by the Employee, or the establishment of arrangements satisfactory to the Committee for the payment by the Employee, of such obligation. The Employee further acknowledges that the Company has directed the Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which the Employee may reside, and the tax consequences of the Employee’s death.

assistant: Tax Withholdings