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 case excerpt and choose the best holding from the options. Case excerpt: a Note, will be deemed to have agreed in this Indenture that neither the Manager nor its assets nor the Master Partnership nor its assets (nor any of their respective affiliates (other than the Issuers) nor their respective assets) shall be liable for any of the obligations of the Issuers under this Indenture or the Notes (except as provided for by any Subsidiary Guarantee). In addition, neither the Manager nor the Holders of Notes will have any right to require the Company to make distributions to the Master Partnership. (c) Notwithstanding the forgoing, nothing in this provision shall be construed as a waiver or release of any claims under the federal securities laws. 65 . LaSalle Nat'l Bank v. Perelman, 141 F.Supp.2d 451, 459 (D.Del.2001). 66 . Lange, 2002 WL 2005728, at *5 (<HOLDING>); Feldbaum, 1992 WL 119095, at *8 (same); Options: A. holding that noaction clauses barred debentureholder from bringing noncontractual claims B. holding that air force mechanic was barred by feres from bringing claims under title vii and accordingly the court lacked subject matter jurisdiction over his claims under rule 12b1 C. holding that first amendment barred adult parishioner who engaged in sexual relationship with priest during the course of pastoral counseling from bringing intentional infliction of emotional distress negligence and breach of fiduciary duty claims D. recognizing that claims against a state under 1981 are barred by the eleventh amendment E. holding that prisoners are barred from bringing ftca claims in such situations as 4126 is their exclusive remedy

assistant: The best answer is A. holding that noaction clauses barred debentureholder from bringing noncontractual claims
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and (4) damages.” TVT Records v. Island Def Jam Music Group, 412 F.3d 82, 90-91 (2d Cir.2005) (citing Brass v. Am. Film Techs., Inc., 987 F.2d 142, 15 be dismissed as redundant when it merely restates a breach of contract claim, i.e., when the only fraud alleged is that the defendant was not sincere when it promised to perform under the contract.” First Bank of Americas v. Motor Car Funding, Inc., 257 A.D.2d 287, 690 N.Y.S.2d 17, 20-21 (1st Dep’t 1999) (citation omitted). The Second Circuit has consistently held that an allegation that a party entered into a contract with no intention of performing that contract is generally insufficient to support a fraud claim under New York law. See TVT Records, 412 F.3d at 91; Manning v. Utils. Mut. Ins. Co., 254 F.3d 387, 401 (2d Cir.2001) (<HOLDING>); Bridgestone/Firestone, 98 F.3d at 19-20 Options: A. holding that mutuality of obligation is essential for contracts based on mutual promises and that a contract is unenforceable where a party is free to perform or not perform the contract B. holding that the right of action accrued upon failure to perform contract C. holding that fraud claim requires proof that the defendant made a material representation that was false D. holding that a representation which is merely a statement of intent to perform under the contract cannot constitute fraud E. recognizing that an expression of opinion about monetary value is not a representation of fact which gives rise to an action for fraud

assistant: The best answer is D. holding that a representation which is merely a statement of intent to perform under the contract cannot constitute fraud
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 will maintain with financially sound and reputable insurers, insurance with coverage and limits as may be required by law. The Company will maintain, in good repair, working order, and condition, all properties used or useful in the business of the Company.

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 legal provision and list the applicable contract clause categories. Provision: AND DISABILITY . Payment to a Participant who is entitled to benefits under Section 11.2 or Section 11.4 normally shall commence not later than the date on which the Participant shall attain his Normal Retirement Date. As a general rule, the Benefits Department will begin distributions pursuant to Section 11.2 or Section 11.4 as soon as possible after the year-end Accounting Date next following the Participant's termination of employment or discontinuance of active employment due to Disability. At the request of the Participant, his ESOP Account may be distributed as soon as possible following the Participant's Termination Date or discontinuance of active employment due to Disability. If the total amount distributable to the Participant from all of his accounts at the time of any distribution under this ARTICLE ELEVEN exceeds One Thousand Dollars ($1,000.00), no distribution shall be made unless the Participant requests said distribution in writing. For purposes of this rule, if the total amount distributable to the Participant from all his accounts at the time of any distribution exceeds One Thousand Dollars ($1,000.00), then the amount in the Participant's account at all times thereafter will be deemed to exceed One Thousand Dollars ($1,000.00).

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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $11,411,250 of Shares and Warrants. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term (as defined below), the Company shall employ Executive, and Executive shall be employed, as the General Counsel and Secretary of the Company; provided that Executive’s designation as Secretary shall be effective upon his appointment to such office by the Company’s Board of Directors. During Executive’s employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein. During Executive’s employment with the Company, Executive shall report directly to the Chief Executive Officer of the Company (the “ Reporting Officer ”). Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Reporting Officer, to the extent consistent with Executive’s position. Executive agrees to devote all of Executive’s working time, attention and efforts to the Company and to perform the duties of Executive’s position in accordance with the Company’s policies as in effect from time to time.

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: The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket costs and expenses of the Security Agent, the Administrative Agent and each other Secured Creditor in connection with the enforcement of this Guaranty and the protection of the Secured Creditors’ rights hereunder and any amendment, waiver or consent relating hereto (including, in each case, without limitation, the reasonable fees and disbursements of counsel (including in-house counsel) employed by the Security Agent, the Administrative Agent and each other Secured Creditor).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than as set forth in the 8-K Filing (as defined below), MagneGas confirms that neither it nor any other Person acting on its behalf has provided Alpha or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. MagneGas understands and confirms that Alpha will rely on the foregoing representations in effecting transactions in the Exchange Shares.

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 legal provision and list the applicable contract clause categories. Provision: Any Borrower shall fail to pay: (i) as and when due and in the currency required hereunder (whether by scheduled maturity, mandatory prepayment, acceleration or otherwise) any amount of principal of any Loan or any L/C Obligation; (ii) within three Business Days of when due (whether by scheduled maturity, mandatory prepayment, acceleration or otherwise) any interest on any Committed Loan or L/C Obligation, or any fee due hereunder; or (iii) within five Business Days after the same become due, any other amount payable hereunder or under any other Loan Document.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by the Wharves’ physical improvements. Accordingly, because a private landowner could have acted as the Wharves did, we conclude MBP has not shown the Wharves’ requisite intent to act under its sovereign powers. See Little-Tex, 39 S.W.3d at 599; Sw. Bell Tel., 267 S.W.3d at 496-97. Our determination that this is a contract dispute, and not a valid takings claim, is also supported by the relief MBP seeks: (1) an injunction requiring the dismantling of the recent improvements, (2) an injunction preventing further alterations to the rooftop, and (3) attorneys’ fees under the lease agreement. These remedies may be available in a breach-of-contract suit but cannot be recovered in a constitutional-takings claim. See Scott v. Huntsville Indep. Sch. Dist., 487 S.W.2d 692, 693 (Tex.1972) (<HOLDING>); City of San Antonio v. El Dorado Amusement Options: A. holding that eleventh amendment did not bar an action in federal courts seeking to enjoin a state attorney general from enforcing a statute claimed to violate the us constitution B. holding trial courts may not enjoin government from exercising its article1section17 condemnation rights C. holding that federal courts do not have jurisdiction over a suit to enjoin a tax lien D. holding that when the government acts to enforce public rights the mere fact that the government has no pecuniary interest in the controversy is not sufficient to exclude it from the courts E. holding that a federal court should not enjoin enforcement of a statute solely because on its face it abridges first amendment rights

assistant: The best answer is B. holding trial courts may not enjoin government from exercising its article1section17 condemnation 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 case excerpt and choose the best holding from the options. Case excerpt: agreements than on other contracts, it is prevented from so doing. See Perry v. Thomas, 482 U.S. 483, 492 n. 9, 107 S.Ct. 2520, 96 L.Ed.2d 426 (1987) (noting that state law “whether of legislative or judicial origin” may apply in determining the validity of a contract to arbitrate if that law concerns “the validity, revocability, and enforceability of contracts generally,” but any state law principle that “takes its meaning precisely from the fact that a contract to arbitrate is at issue does not comport with th[e] requirement of § 2” of the FAA); DeArmond, d 814, 816-19 (11th Cir.2001) (same); Hubbert, 296 Ill.Dec. 258, 835 N.E.2d at 125-26 (same); Stenzel, 2005 ME 37, ¶28, 870 A.2d 133 (same), with Luna v. Household Fin. Corp. III, 236 F.Supp.2d 1166, 1178-79 (W.D.Wash.2002) (<HOLDING>); Leonard v. Terminix Int’l Co., 854 So.2d 529, Options: A. holding that based upon the facts presented the arbitration provisions restricting or banning class actions are substantively unconscionable B. holding that an arbitration provision that waived class actions and thus required the consumer to pay a 125 fee to vindicate a 150 claim was substantively unconscionable but also holding that the waiver provision was severable from the remainder of the arbitration provision which would be enforced C. holding that an arbitration agreement between a lender and a borrower that included a bilateral exception for claims less than 10000 was not substantively unconscionable even if one party is substantively more likely to bring small claims actions D. holding that a 30day limitations provision is substantively unconscionable E. holding that arbitration provisions that preclude class actions are not unconscionable

assistant: The best answer is A. holding that based upon the facts presented the arbitration provisions restricting or banning class actions are substantively unconscionable
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 arbitration clause, we further conclude that Ms. Chapman’s decision to accept arbitration bound Ms. Barron to arbitrate future disputes with Betty Dare. Unlike the parties in McMillan, DeArmond, and Lisanti, the record indicates that Ms. Chapman voluntarily and knowingly chose arbitration of future disputes. The Resolution of Legal Disputes form clearly stated that agreeing to arbitrate legal disputes indicated a waiver of a right to sue or go to trial in a court of law. To the extent that Plaintiff argues on appeal that Ms. Chapman did not fully understand the implications of the arbitration clause, we find this argument unavailing. Parties to an agreement are presumed to know and understand the terms of the agreement. See Ballard v. Chavez, 117 N.M. 1, 3, 868 P.2d 646, 648 (1994) (<HOLDING>). Furthermore, Plaintiff did not develop any Options: A. holding a party to a contract who is himself in default cannot maintain a suit for its breach B. holding that an arbitration agreement enforceable against party who signed the agreement even where the other party did not sign it because generally it is enough that the party against whom the contract is sought to be enforced signs it C. holding that a party may not contract away the protection that a statute is intended to afford him nor may the other party to the contract exempt itself from its duty to comply with such statute D. recognizing that a contract is to be construed to give reasonable effect to each of its provisions E. recognizing that each party to a contract has a duty to read and familiarize himself with its contents and generally is presumed to know the terms of the agreement

assistant: The best answer is E. recognizing that each party to a contract has a duty to read and familiarize himself with its contents and generally is presumed to know the terms of the agreement
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 or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

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: Borrower shall have paid or shall have made provision to pay on the SPLNG Funding Date in accordance with the Funds Flow Memorandum delivered pursuant to Section 3.3(j) ( Funds Flow Memorandum ), to each Agent, each Arranger and each Joint Bookrunner the fees payable on or before the SPLNG Funding Date referred to in Section 2.10(c) and (d) ( Fees ) and all expenses payable pursuant to Section 10.2 ( Expenses ) which have accrued to the SPLNG Funding Date.

assistant: Fees
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: a compelling purpose. See Washington v. Glucksberg, 521 U.S. 702, 721, 117 S.Ct. 2258, 138 L.Ed.2d 772 (1997). Here, Bar-tell has not alleged that the process she was afforded failed to comply with constitutional standards, and we will therefore confine our analysis to her substantive due process claim. This is a path we do not lightly tread. Although Bartell has a fundamental right to raise her son, the State has a concomitant interest in the welfare and health of children in its jurisdiction, and in certain narrowly-defined circumstances, the State’s interest in a child’s well-being may supersede that of a parent. See Santosky v. Kramer, 455 U.S. 745, 766-67, 102 S.Ct. 1388, 71 L.Ed.2d 599 (1982); see also Stanley v. Illinois, 405 U.S. 645, 652, 92 S.Ct. 1208, 31 L.Ed.2d 551 (1972) (<HOLDING>). In determining the constitutional legitimacy Options: A. recognizing that because the state has cognizable interests in the safety of children in its jurisdiction neglectful parents may be separated from their children B. recognizing parents fundamental liberty interest in the care custody and management of their children C. recognizing fundamental right of parents to care for their children D. holding that it is in the interest of both parents and children that parents have ultimate authority to make medical decisions for their children unless neutral fact finder determines through due process hearing that parent is not acting in childs best interests E. recognizing that competing interests of parents children and the state requires additional analysis

assistant: The best answer is A. recognizing that because the state has cognizable interests in the safety of children in its jurisdiction neglectful parents may be separated from their children
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings, captions, and arrangements used in this Amendment are, unless specified otherwise, for convenience only and will not be deemed to limit, amplify, or modify the terms of this Amendment, nor affect the meaning thereof.

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 case excerpt and choose the best holding from the options. Case excerpt: “speaks for itself’ is not a denial under Local Rule 56.1(b)(3)(B). See Ill. Bell Tel. Co. v. Global NAPS Ill, Inc., 749 F.Supp.2d 819, 822 n. 6 (N.D.Ill.2010); Laborers’ Pension Fund v. Eagle Am. Corp., 2009 WL 4545202, at *3 (N.D.Ill. Dec. 1, 2009); Harper v. Reliance Standard Life Ins. Co., 2008 WL 2003175, at *1 n. 1 (N.D.Ill. May 8, 2008); Houlihan v. McCourt, 2002 WL 1759822, at *1 n. 1 (N.D.Ill. July 29, 2002). Henderson also failed to submit a Local Rule 56.1(b)(3)(C) statement of additional material facts. Given Henderson’s failure to submit either a Local Rule 56.1(b)(3)(B) response or a Local Rule 56.1(b)(3)(C) statement, the factual assertions in his opposition brief (Doc. 75 at 2-5) will be disregarded. See Midwest Imps., Ltd. v. Coval, 71 F.3d 1311, 1317 (7th Cir.1995) (<HOLDING>); Garner v. Lakeside Cmty. Comm., 2011 WL Options: A. holding district court has complete discretion whether to treat facts as conceded where local rule is violated B. holding that federal district court lacked subjectmatter jurisdiction to review the decision of a district of columbia high court determining application of a local rule to the case before it C. holding that predecessor statute to section 4h provides for permissive venue D. holding that minnrcrimp 1705 which provides that the trial court may permit the prosecutor to amend a complaint only if no additional or different offense is charged applies only after jeopardy has attached and under rule 304 subd 2 the court is relatively free to permit amendments to charge additional offenses before jeopardy attaches at trial E. holding that the predecessor to local rule 561b3 provides the only acceptable means of presenting additional facts to the district court

assistant: The best answer is E. holding that the predecessor to local rule 561b3 provides the only acceptable means of presenting additional facts to the district court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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 case excerpt and choose the best holding from the options. Case excerpt: 72-5-24 does not preclude consideration of the Application irrespective of whether it might apply to a change in purpose or diversion of the SJCP water. Of greater import, however, is Protestants’ assertion that the Application runs afoul of Section 72-5-1. Protestants argue that it involves a new use of native Rio Grande water without a corresponding appropriation of water to such a use to justify giving permission to divert the Rio Grande water to accomplish the use. C. The Application Involves a New Beneficial Use of Native Rio Grande Surface Water That Would Require an Appropriation to Enable It {31} Applicant requested a permit to divert native water from the Rio Grande, which is fully appropriated. City of Albuquerque v. Reynolds, 1962-NMSC-173, ¶ 20, 71 N.M. 428, 379 P.2d 73 (<HOLDING>). A fully appropriated basin is one in which no Options: A. recognizing the position of the ose that the rio grandes surface waters are fully appropriated and that new surface water appropriations are not allowed B. holding that subsequent patent did not convey lands that had previously been appropriated it is a familiar principle of public land law that statutes providing generally for disposal of the public domain are inapplicable to lands which are not unqualifiedly subject to sale and disposition because they have been appropriated to some other purpose the general words of the granting act are to be read as subject to such exception C. holding that the surface waters of the rio grande are fully appropriated D. holding that waters in utah are of two classes private and public and title to public waters is in the public all are equal owners that is have coequal rights therein E. holding that wetlands adjacent to navigable waters are included in the term territorial waters

assistant: The best answer is C. holding that the surface waters of the rio grande are fully appropriated
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: Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, including all rules, regulations and orders of all State Pipeline Regulatory Agencies and the FERC to the extent applicable, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE COMPANY AND THE HOLDER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE OTHER TRANSACTION DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS EXCEPT TO THE EXTENT NECESSARY TO ENFORCE RIGHTS AGAINST THE COLLATERAL. THE COMPANY AND THE HOLDER HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. THE COMPANY AND THE HOLDER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS NOTE AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (i) a suitable and equitable provision shall be substituted therefor to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction; provided, that, if any one or more of the provisions contained in this Agreement shall be determined to be excessively broad as to activity, subject, duration or geographic scope, it shall be reformed by limiting and reducing it to the minimum extent necessary, so as to be enforceable under applicable law.

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: The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Schedules and Exhibits shall be deemed references to Articles and Sections of, Schedules and Exhibits to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. Unless the context otherwise requires, countries shall include territories. References to any specific Law or article, section or other division thereof, shall be deemed to include the then-current amendments or any replacement Law thereto.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 490 U.S. 920 109 S.Ct. 2273 104 L.Ed.2d 981 CALIFORNIA, et al, Petitionersv.UNITED STATES et al. No. 87-1165. June 12, 1989. On writ of certiorari to the United States Court of Appeals for the Ninth Circuit. Case below: 830 F.2d 139 (CA9, 1987). PER CURIAM. 1 The judgment below is affirmed by an equally divided Court. 2 Justice MARSHALL took no part in the consideration or decision of this case.

assistant: 2
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 multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Such executions may be transmitted to the Company and/or the other Members by facsimile or other electronic transmission (e.g. “ pdf ” or “ tiff ” or any electronic signature complying with the U.S. federal ESIGN Act of 2000, including www.docusign.com ), and such facsimile or other electronic execution shall have the full force and effect of an original signature.

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: If Holder experiences a Separation by reason of death prior to the last day of the Performance Period, Holder’s Beneficiary will not be entitled to receive any amount of Performance Cash pursuant to this Award. If Holder experiences a Separation by reason of death prior to the Vesting Date but on or after the last day of the Performance Period, Holder’s Beneficiary will be entitled to receive the amount of Earned Performance Cash based on the calcul--ation in Section 6 herein (and does not have any right to receive any other Performance Cash pursuant to this Award) as soon as reasonably possible, but in no event more than 60 days after Holder’s death.

assistant: Death
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, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, confirmed email (with a hard copy by mail or fax) or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: if to the Company, to: MyDX, Inc., Att: CEO and/or CFO, and (ii) if to the Subscribers, to the one or more addresses and telecopier numbers indicated on the signature pages hereto.

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: No. 15-2 at 9; see also Doc. No. 10 at 26.) In Feres v. United States, the Supreme Court of the United States held that the government is “not liable under the Federal Tort Claims Act for injuries to servicemen where the injuries arise out of or are in the course of activity incident to service.” 340 U.S. 135, 146, 71 S.Ct. 153, 95 L.Ed. 152 (1950). The Feres Doctrine applies to state law intentional torts. See John v. Sec’y of Army, 484 Fed.Appx. 661, 663 (3d Cir.2012) (“the rationale for precluding [FTCA] suits [against the federal government] applies equally to suits brought directly under state law” because “[s]uits founded on state law havé the same potential for undermining military discipline as federal tort claims”); Jaffee v. United States, 663 F.2d 1226, 1239 (3d Cir.1981) (<HOLDING>). “Feres should be intérpreted to “bar all Options: A. holding in an employees action to recover for injury sustained during work against the employer and other defendants did not state an intentional tort claim against contractor B. holding that plaintiffs failure to allege compliance with these statutes did not bar his claim against members of county board of supervisors as individuals for illegal expenditures of public funds C. holding thatthe feres doctrine extends to bar a federal service members state law intentional tort claim against army supervisors D. holding that a ttca claim based on an officers allegedly negligent use of his service weapon was a claim for intentional tort not negligence E. holding that the feres doctrine bars a military prisoners claims for monetary damages

assistant: The best answer is C. holding thatthe feres doctrine extends to bar a federal service members state law intentional tort claim against army supervisors
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: Id. at 2336-37 (footnote omitted). The limitation on Congress to legislatively supersede the Bill of Rights has its counterpart in the limitation on a state legislature to legislatively supersede the Bill of Rights or its own state constitution. In this case, Minnesota’s relevant constitutional guarantee against improper stops and seizures is in the Minnesota Constitution, Article 1, Section 10. Minn.Stat. § 168.0422 is a statute authorizing a “mark” or a “brand” to be placed on a citizen’s vehicle license plate. That mark labels that vehicle’s driver as one who can be stopped, not for articulable suspicion of criminal activities, but rather because of the “mark.” That is impermissible. See United States v. Cortez, 449 U.S. 411, 417-18, 101 S.Ct. 690, 695, 66 L.Ed.2d 621 (1981) (<HOLDING>). You might as well make the mark a pink Options: A. recognizing that when an informant is shown to be right about some things he is probably right about other facts that he has alleged including the claim that the object of the tip is engaged in criminal activity B. recognizing investigatory stop must be justified by objective manifestation that person stopped is or is about to be engaged in criminal activity C. recognizing that an officer must have a reasonable articulable suspicion that the person has been is or is about to be engaged in criminal activity to frisk an individual for weapons and must have probable cause to conduct a further seizure D. holding that a bare or gut feeling that a person is engaged in criminal activity is insufficient to justify a stop and frisk E. holding that an areas reputation for criminal activity alone cannot justify an investigatory stop

assistant: The best answer is B. recognizing investigatory stop must be justified by objective manifestation that person stopped is or is about to be engaged in criminal activity
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: Debtor , at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, are reasonable given the nature of Debtor ’s business and the type and use of Collateral. Debtor shall also maintain insurance relating to Debtor ’s business, ownership and use of the Collateral in amounts and of a type that are customary to businesses similar to Debtor ’s. All such policies of insurance shall be in such form, with such companies, and in such amounts as are reasonably satisfactory to the Agent. All such policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to the Agent, showing the Agent as an additional loss payee thereof, and all liability insurance policies shall show the Agent as an additional insured and shall specify that the insurer must give at least twenty (20) days notice to the Agent before canceling its policy for any reason. Upon the Agent’s request, Debtor shall deliver to the Agent certified copies of such policies of insurance and evidence of the payments of all premiums therefor. All proceeds payable under any such policy shall, at the option of the Agent, be payable to the Agent to be applied on account of the Obligations in such order as the Agent shall elect.

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: and being awarded Contract No. FA4620-04-D-A003 because of the Air Force’s unlawful decision to issue Sole-Source Solicitation No. F45613-03-Q-A068, circumventing the requirements of 10 U.S.C. § 2304(a)(1)(A) by unlawfully determining that solid waste collection and disposal services were available from only one “responsible source.” In light of the size of this procurement, this was no small loss for a small business like Blue Dot. See Overstreet, 47 Fed.Cl. at 744 (“[T]he potential loss of valuable business on [a] contract ... has been found sufficient to prove irreparable harm.”). c. Balance Of Hardships. The balance of hardship element requires a consideration of the harm to each of the parties. See Parcel 49C Limited Partnership v. United States, 31 F.3d 1147, 1154 (Fed.Cir.1994) (<HOLDING>); see also Gentex Corp. v. United States, 58 Options: A. holding that without a valid reason for cancelling the procurement the government violated its duty to conduct a fair procurement B. holding that governments regulatory violation does not itself necessarily entitle a protester to relief in such situations the board must review the conduct of the procurement with heightened scrutiny to determine if the improper taint had any actual adverse effect on the procurement process C. holding that the district court did not abuse its discretion in declining to apply laches where the only prejudice shown by the government was attributable to its own delay rather than to that of the movant D. holding that injunctive relief better serves public interest where government has shown no likelihood of material harm from an injunction that will remove the taint of illegality from this procurement process without interfering with the governments discretion to select its own contractors E. holding that as a matter of law where the procurement decision was rational a reviewing court may not award injunctive relief despite the presence of procedural irregularities in the procurement process

assistant: The best answer is D. holding that injunctive relief better serves public interest where government has shown no likelihood of material harm from an injunction that will remove the taint of illegality from this procurement process without interfering with the governments discretion to select its own contractors
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: arbitration notice : unless you opt out of arbitration within 30 days of the date you first agree to these terms by following the opt-out procedure specified in the `` arbitration '' section below , and except for certain types of disputes described in the `` arbitration `` section below , you agree that disputes between you and academia.edu will be resolved by binding , individual arbitration and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (“A single invidiously discriminatory governmental act is not immunized by the absence of such discrimination in the making of other comparable decisions.” (internal "quotation marks omitted)); see also, e.g,, Rice v. White, 660 F.3d 242, 256 (6th Cir.2011) (“[Tjhe trial judge erroneously believed ... that Batson violations may be ‘cured’ by reference to the ultimate racial composition of the [petit jury.]”); Strickland v. State, 980 So.2d 908, 915 (Miss.2008) (“The Batson doctrine is not concerned with racial, gender, or ethnic balance on petit juries. ... Rather, it is concerned exclusively with discriminatory intent on the part of the lawyer against whose use of his peremptory strikes the objection is interposed.”); cf. United States v. Nelson, 277 F.3d 164, 207-08 (2d Cir.2002) (<HOLDING>). As a result, courts cannot bless any jury Options: A. holding that it was impermissible for the trial court to balance the number of africanamerican and jewish jurors in a raciallycharged case B. holding that the trial court should have granted the defendants motion for mistrial after it was revealed that a police officer who also was a prosecution witness had sat with several jurors during a lunch break even though the witness testified that he did not discuss the business of the case with the jurors C. holding that defendants batson claim was strongly discounted by the fact that three africanamerican jurors were sworn in D. holding that double jeopardy barred the second prosecution when one of the jurors in the first trial became disabled and the trial court declared a mistrial instead of proceeding with eleven jurors E. holding that trial court abused its discretion in failing to make a proper inquiry of jurors andor failing to strike jurors for cause after jurors explicitly expressed bias

assistant: The best answer is A. holding that it was impermissible for the trial court to balance the number of africanamerican and jewish jurors in a raciallycharged 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 case excerpt and choose the best holding from the options. Case excerpt: its nationals from suing Japan for wrongs committed against them individually constituted a taking of their private causes of action for a public purpose or use without just compensation, in violation of the Fifth Amendment. Whether the United States might have other defenses for such an act deriving from its powers as a nation-state is not before us. The sole issue on appeal is whether the six-year statute of limitations bars these plaintiffs from recovering against the United States for the alleged wrong: if the statute applies to bar causes of action such as this one that are not brought until after six years from its accrual, and if the entry into force of the treaty in 1952 is the event that violated plaintiffs’ rights and marks the accrual of the cause of action, then pla r.1996) (<HOLDING>); Kunkes v. United States, 78 F.3d 1549 Options: A. holding that the government must prove the facts used in sentencing by a preponderance of the evidence B. holding that a cause of action for an unconstitutional taking accrues at the time the taking occurs C. holding that government placement of groundwater monitoring wells was a taking D. holding that government freshwater diversion project was not a taking of leased waterbottom lands used for oyster propagation E. holding that the federal government was liable for a taking of property where city of burlington acted under federal authority

assistant: The best answer is D. holding that government freshwater diversion project was not a taking of leased waterbottom lands used for oyster propagation
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: Section 3.1(a) of the Disclosure Schedules sets forth a list of all direct and indirect Subsidiaries of the Company existing as of the date hereof. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary, including any direct or indirect subsidiary of the Company formed or acquired subsequent to the filing of the above-referenced annual report, free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

assistant: Subsidiaries