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: Each Party hereby irrevocably agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of California or the federal courts located in the State of California, in each case in California Courts, and each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocable waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that they any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. A final judgment in any action, suit or proceeding described in this Section 11.6 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Laws.

assistant: Consent 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 case excerpt and choose the best holding from the options. Case excerpt: the DCI's monitoring requirements preclude EPA from labelling them as "additional data” under 7 U.S.C. § 136a(c)(2)(B)(i). Plaintiffs’ Memorandum of Points and Authorities in Opposition to Defendant’s Motion for Summary Judgment and in Support of Plaintiffs’ Cross-Motion for Summary Judgment (Hereafter "Plaintiffs’ SJ”) at 18-19. 13 . EPA SJ at 25. 14 . See id. at 25-26 referring to the House Committee Report H.R.Rep. No. 400, 100th Cong. 1st Sess. at 9-10 (1987), U.S.Code Cong. & Admin. News 1984, pp. 671, 677 ("It is the understanding of the Committee that the EPA, under the authority of FIFRA, presently has the authority to require registrants of antifouling paints to undertake or finance environmental monitoring programs. The Committee in , 96 S.Ct. 893, 903, 47 L.Ed.2d 18 (1976) (<HOLDING>) 27 . See J.A. 256, 436. 28 . See Chisholm v. Options: A. recognizing the governments interest including the fiscal and administrative burdens involved B. holding that this court will not substitute its judgment for that of the administrative fact finder who heard the testimony and was in a position to evaluate the credibility of witnesses because evidence is weighed by the administrative agency and not by the courts C. holding that the fiscal and administrative burdens that the additional or substitute procedural requirement would entail must be considered in determining what due process requires D. holding that court review of due process challenges require consideration of three factors 1 the private interest that will be affected by the official action 2 the fairness and reliability of the existing pretermination procedures and the probable value if any of additional or substitute procedural safeguards and 3 the public interest including the fiscal and administrative burdens that the additional or substitute procedural requirement would entail E. holding that the defendant was denied due process because the procedural rule was not followed in any respect by the trial court

assistant: The best answer is D. holding that court review of due process challenges require consideration of three factors 1 the private interest that will be affected by the official action 2 the fairness and reliability of the existing pretermination procedures and the probable value if any of additional or substitute procedural safeguards and 3 the public interest including the fiscal and administrative burdens that the additional or substitute procedural requirement would entail
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: So long as Tenant is not in default under the Current Lease, the Amendment or this Exhibit (beyond any applicable notice and cure period), Landlord shall provide a one-time allowance (“ Tenant Improvement Allowance ”) not to exceed $52.00 per rentable square foot (total $2,132,832.00 based on 41,016 rentable square feet) to be applied toward the actual total costs (“ Tenant Improvement Costs ”) of constructing Tenant’s leasehold improvements in the Premises (“ Tenant Improvements ”), including, without limitation, reasonable and customary fees for: space planning and design fees; architectural and engineering fees; required building permits; cost of labor, materials, equipment and services; cost of Tenant signage; and the costs of removing, modifying, relocating or making additions to any existing improvements to accommodate Tenant’s space plan.

assistant: Costs
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: court’s order granting summary judgment in favor of Household Finance Corporation m the mortgage foreclosure action filed by Household against the Morronis. The Morronis raised three points on appeal. The first two points are without merit, but the third point warrants reversal. On February 17, 2004, Household filed a motion for summary judgment. On March 2, 2004, the Morronis filed a memorandum of fact and law in opposition to the motion. The memorandum pointed out the twenty-eight affirmative defenses raised by the Morronis and that Henry Morroni had filed an affidavit in opposition to an earlier motion for summary judgment filed by Household in 2001. Despite the affidavit and the affirmative defenses, the trial court granted summary judgment, finding that no 1080 (Fla. 2d DCA 2002) (<HOLDING>). In addition, the trial court should have Options: A. holding that the party seeking summary judgment must not only establish that no genuine issues of material fact exist as to the partys claims but must also either factually refute the affirmative defenses or establish that they are legally insufficient B. holding that in order for the movant to prevail on a summary judgment motion movant must either factually refute the affirmative defenses or establish that they are legally insufficient C. holding that summary judgment motion itself must expressly present reasons entitling movant to summary judgment D. holding that in summary judgment proceeding movant may prevail by averring that nonmoving party cannot establish an element essential to her case E. holding that if the movant cannot demonstrate conclusively that the nonmovant cannot prevail summary judgment is precluded

assistant: The best answer is B. holding that in order for the movant to prevail on a summary judgment motion movant must either factually refute the affirmative defenses or establish that they are legally insufficient
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 Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) except as disclosed on Schedule 4.15, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary, except as created by the Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 in Schedule 4.20 (which lists pending or threatened Proceedings, all of which are referred to as “ Current Litigation Matters ”), there is no pending or, to Seller’s Knowledge, threatened Proceeding: (i) by or against the Company; (ii) that otherwise relates to or may affect the Business of, or any of the Assets owned or used by, the Company; or (iii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions, the Business or the Assets, or the ownership, construction, development, or operation of any of the Properties in furtherance of the Business . No event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a Basis for the commencement of any such Proceeding. Except as set forth in Schedule 4.20 , (i) there is no Order to which the Company, the Business or any of the Assets is subject or that in any way relates to or could reasonably be expected to affect the Company, the Business or the Assets, or the ownership, construction, development, or operation of the Properties; and (ii) no officer, director, member, manager, agent or employee of the Company is subject to any Order that prohibits such officer, director member, manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business of the Company. Except as set forth on Schedule 4.20 , (i) each of Seller and the Company is, and at all times have been, in compliance with all of the terms and requirements of any Order, (ii) no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any such Order, and (iii) neither Seller nor the Company has received any notice or other communication (whether written or oral) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Order.

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: The proceeds of the Revolving Loans, Swingline Loans and Term Loan will be used only for (a) payment of fees and expenses payable in connection with the Transactions, (b) refinancing the outstanding obligations under the Prior Credit Agreement, and (c) working capital and other general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations G, U and X. Letters of Credit will be issued only to support general corporate purposes of the Borrower and its Subsidiaries. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union Member State, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the balancing test first articulated in Lear. See, e.g., Warner-Jenkinson Co. v. Allied Chem. Corp., 567 F.2d 184, 187-88 (2d Cir.1977) (licensee could litigate the validity of patent even though licensing agreement was entered into as part of a settlement-of earlier litigation); Schlegel Mfg. Co. v. U.S.M. Corp., 525 F.2d 775, 781 (6th Cir.1975) (enforcing consent decree, which recited that plaintiffs patent was valid); Kraly v. Nat’l Distillers & Chem. Corp., 502 F.2d 1366, 1369 (7th Cir.1974) (concluding that a licensee was not es-topped from challenging the validity of a patent even where a consent decree incorporated an understanding that the patent would not be challenged); Massillon-Cleveland-Akron Sign Co. v. Golden State Adver. Co., 444 F.2d 425, 427 (9th Cir. 1971) (<HOLDING>). The Lear balancing test has also been Options: A. holding that a restrictive covenant with a tenyear term was unenforceable B. holding employment agreement consisting entirely of a covenant not to compete unenforceable because the covenant must be supported by valuable consideration C. holding that a settlement agreement in which the parties failed to agree upon the terms of a release was unenforceable D. holding that covenant in settlement agreement whereby defendants agreed not to contest validity of patent was unenforceable because in direct conflict with strong federal policy E. holding that because the alleged settlement was never approved by the court under rule 9019 the settlement agreement was unenforceable

assistant: The best answer is D. holding that covenant in settlement agreement whereby defendants agreed not to contest validity of patent was unenforceable because in direct conflict with strong federal policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the terms and provisions of the Credit Agreement, the Foresight Energy Guaranty and the other Finance Documents are and shall remain in full force and effect and are hereby ratified and confirmed. The execution and delivery of this Eighth Amendment shall not, except as expressly provided herein, constitute a waiver or amendment of (a) any provision of any Finance Document or (b) any right, power or remedy of Administrative Agent, Hermes Agent or Lender under any Finance Document, including rights, powers and remedies arising out of or relating to any existing Defaults or Events of Default, other than as expressly set forth herein. No course of dealing and no failure or delay by Administrative Agent, Hermes Agent or Lender in exercising any right, power or remedy under any Finance Document shall operate as a waiver thereof or otherwise prejudice the rights, powers or remedies of Administrative Agent, Hermes Agent or Lender. From and after the date hereof, (i) all references to the “Credit Agreement” contained in the Finance Documents shall be deemed to refer to the Credit Agreement (as amended hereby and as the same may be further amended, restated, amended and restated, replaced, supplemented or modified from time to time) and (ii) all references to the “Foresight Guaranty” contained in the Finance Documents shall be deemed to refer to the Foresight Energy Guaranty (as amended hereby and as the same may be further amended, restated, amended and restated, replaced, supplemented or modified from time to time).

assistant: No 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: because burdened speech occurs in the course of conducting one’s business as a professional. Even in cases involving speech that is spoken only in pursuit of one’s profession, the Court has applied intermediate First Amendment scrutiny. See Sorrell, 131 S.Ct. at 2667-71 (applying intermediate First Amendment scrutiny to a law prohibiting pharmacies from selling records of doctors’ prescribing patterns to pharmaceutical salespeople); Fla. Bar v. Went For It, Inc., 515 U.S. 618, 620, 623-24, 115 S.Ct. 2371, 2374, 2375-76, 132 L.Ed.2d 541 (1995) (subjecting a regulation prohibiting lawyers from engaging in certain forms of direct advertising to intermediate First Amendment scrutiny); cf. Holder v. Humanitarian Law Project, 561 U.S. 1, 28, 130 S.Ct. 2705, 2724, 177 L.Ed.2d 355 (2010) (<HOLDING>). In Locke, all four conditions were satisfied. Options: A. holding that some form of heightened constitutional scrutiny applies B. holding that strict scrutiny applies C. holding that the first amendment does not provide a right to use the ballot itself to send a particularized message D. recognizing that strict scrutiny applies to facial discrimination against a suspect class E. recognizing that when conduct triggering coverage under the statute consists of communicating a message first amendment scrutiny still applies

assistant: The best answer is E. recognizing that when conduct triggering coverage under the statute consists of communicating a message first amendment scrutiny still applies
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 to the Company provided for in this instrument shall be addressed to the Compensation Committee at 1300 Morris Drive, Chesterbrook, PA 19087, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by overnight courier or telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

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: No waiver of any provision of this Agreement, or consent to any departure by Assignor or NewCo therefrom, shall be effective unless it is in writing and signed by the party to be affected thereby, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of either party to exercise, and no delay in exercising, any right hereunder or under any related document shall operate as a waiver thereof by such party, nor shall any single or partial exercise of any right hereunder or under any other related document preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of each party provided herein are exclusive of any other rights or remedies provided by law.

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: . Debary v. Harrah’s Operating Co., Inc., 465 F.Supp.2d 250, 263-64 (S.D.N.Y.2006) (quoting Artwear, Inc. v. Hughes, 202 A.D.2d 76, 615 N.Y.S.2d 689, 692 (1994)). 105 . Subaru Distribs. Corp., 425 F.3d at 124-25 (citing First Capital Asset Mgmt., Inc. v. N.A. Partners, L.P., 260 A.D.2d 179, 688 N.Y.S.2d 25, 27 (1999) and Artwear, Inc., 615 N.Y.S.2d at 693). 106 . Design Strategy, Inc. v. Davis, 469 F.3d 284, 303 (2d Cir.2006) (quotation marks omitted) (omission in original). Accord Lemer v. Fleet Bank, N.A., 459 F.3d 273, 294 (2d Cir. 2006). 107 . See, e.g., Decker v. Massey-Ferguson, Ltd., 681 F.2d 111, 119 (2d Cir.1982) (dismissing allegations of aiding and abetting liability that are "so broad and conclusory as to be meaningless"); Morin v. Trupin, 711 F.Supp. 97, 113 (S.D.N.Y.1989) (<HOLDING>). 108 . See MS/BoNY Mem. at 29-30; RA Mem. at 4 Options: A. holding where the plaintiff presented evidence which demonstrates that the terms alleged by the defendants to be indefinite were in fact sufficiently well delineated to all parties the entry of judgment notwithstanding the verdict in favor of the defendants was inappropriate despite the fact that the defendants contested the plaintiffs evidence concerning the manner in which the relevant contractual language should be construed B. holding that the operative provision in determining the defendants applicable sentencing range is the statutory minimum not the crack cocaine guideline and that the defendants were still subject to the mandatory minimum upon which their substantial assistance departures and thus them ultimate sentences were based C. holding that allegations that the defendants provided substantial assistance and encouragement to the other defendants in connection with the breaches by such other defendants of duties owed by them to the plaintiffs were too broad to be sustained D. holding that the district court did not abuse its discretion in immediately disqualifying plaintiffs attorney who had filed an affidavit in opposition to defendants motion for summary judgment which made specific serious allegations of unethical conduct by defendants attorneys that were essential to plaintiffs claims and could not be proved with other evidence E. holding that defendants mere allegations of ineffective assistance were insufficient to prevail on such a claim

assistant: The best answer is C. holding that allegations that the defendants provided substantial assistance and encouragement to the other defendants in connection with the breaches by such other defendants of duties owed by them to the plaintiffs were too broad to be sustained
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: in addition to being the minimum age required to use our services under applicable law , if you are not old enough to have authority to agree to our terms in your country , your parent or guardian must agree to our terms on your behalf .

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: All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 7.

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: The Borrower shall reimburse the Administrative Agent and Wells Fargo Securities, LLC (in such capacity, the “ Arranger ”), from time to time on demand, (i) all reasonable and documented or invoiced out-of-pocket costs and expenses (including, without limitation, the reasonable and documented or invoiced fees and disbursements of one legal counsel and due diligence expenses) of the Administrative Agent and Arranger and (ii) all reasonable printing, reproduction, document delivery, travel, CUSIP, SyndTrak and communication costs, in each case, in connection with the syndication, preparation, negotiation, execution and delivery of this Second Amendment and the other Credit Documents delivered in connection herewith.

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: All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you and yahoo each agree that the tos and the relationship between the parties shall be governed by the laws of the state of california without regard to its conflict of law provisions and that any and all claims , causes of action or disputes ( regardless of theory ) arising out of or relating to the tos , or the relationship between you and yahoo , shall be brought exclusively in the courts located in the county of santa clara , california or the u.s. district court for the northern district of california .

assistant: Choice of law, 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: Capitalized terms used but not defined in this Supplement are defined in Appendix A to the Sale and Servicing Agreement. Appendix A also contains usage rules that apply to this Supplement. Appendix A is incorporated by reference in this Supplement.

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: This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable; provided , however, that no such amendment shall adversely affect the rights of any Holder hereunder without the consent of such Holder. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Purchaser from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given.

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: If and to the extent any Stockholder fails to deliver a Letter of Transmittal and the related Stock Certificate or Lost Certificate Affidavit and such other items as required under Section 3.07(c) to the Paying Agent within one (1) year of the Closing Date, then any Merger Consideration in respect thereof shall, to the extent permitted by any applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto (other than the claims of the applicable Stockholder and its heirs, assigns and transferees hereunder), and such Stockholder shall look only to the Surviving Corporation for payment of such amounts.

assistant: Forfeitures
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: Taken as a whole, the written reports, financial statements, certificates and other written information furnished by or on behalf of the Borrower or any Subsidiaries to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement and the other Loan Documents or delivered hereunder or under any Loan Document (in each case, as modified or supplemented by other information so furnished) do not, at the time furnished, contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made.

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: Neither Seller nor Spin-Off Subsidiary is entering into this Agreement with the intent to hinder, delay or defraud any Person to which Seller or Spin-Off Subsidiary is, or may become, indebted. After the Closing and after giving effect to this Agreement and the other transactions contemplated hereby, Seller expects and believes in good faith that it will not be insolvent (either because its financial condition will be such that the sum of its debts is greater than the fair value of its assets or because the present fair salable value of its assets would be less than the amount required to pay its probable liability on debts as they become absolute and matured).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: safety information they would choose to disclose in their initial, allegedly fraudulent, reports, would be the most severe adverse events. b. Motive For Fraud Plaintiff contends that its allegations regarding motive bolster its scienter pleadings. In support of this argument Plaintiff argues that it alleged a motive to commit fraud when it alleged that, at the time the allegedly fraudulent statements were made, Defendants were seeking a partner and were planning to raise capital in a stock offering. In addition, Plaintiff points to its allegations that individual defendants knew that they would receive higher salaries, bonuses, and stock options and that the value of their stock options would increase substantially if Rigel reported positive results from the clinical trial. Howev 001) (<HOLDING>). In fact, it supports the opposite inference. Options: A. holding that where knowledgeable insiders did not sell stock at a time that would have taken advantage of allegedly fraudulent statements there was not a strong inference of scienter B. holding that where a defendant sold no stock at all this suggested that there was no insider information from which to benefit and there was not a strong inference of scienter C. holding that allegations of motive and opportunity were not enough to create a strong inference of scienter D. holding that recounting of analysts opinions did not prove underlying factual support necessary to create a strong inference of scienter E. holding that there was no inference of scienter based on defendants knowledge of facts or failure to monitor information because plaintiffs did not specifically identified any reports or statements that existed or would have come to light in a reasonable investigation that would have demonstrated the falsity of the allegedly misleading statements

assistant: The best answer is A. holding that where knowledgeable insiders did not sell stock at a time that would have taken advantage of allegedly fraudulent statements there was not a strong inference of scienter
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: Court of Appeals in which the court concluded that, “although the ADA and the Rehabilitation Act were both in effect at the time of the alleged violations, it was not then clearly established that either statute applied to state prisons.” Torcasio v. Murray, 57 F.3d 1340, 1352 (4th Cir.1995), cert. denied,-U.S.-, 116 S.Ct. 772, 133 L.Ed.2d 724 (1996). The Torcasio court acknowledged that federal guidelines provide evidence that it is now established that the ADA applies to state prisons, id. at 1351, and that the Ninth Circuit has squarely held that the Rehabilitation Act applies to prisons, id. at 1349. Under the current law in the Ninth Circuit this Court is led to conclude that the ADA applies to state correctional facilities. See Bonner v. Lewis, 857 F.2d 559, 562 (9th Cir.1988) (<HOLDING>). The ADA has the same broad language as the Options: A. holding rehabilitation act applicable B. holding that neither the ada nor the rehabilitation act applies to prison employment C. holding that the mcdonnell douglas framework applies equally to ada and rehabilitation act cases D. holding the ada and the rehabilitation act applicable E. holding that the rehabilitation act applies to state correctional facilities

assistant: The best answer is E. holding that the rehabilitation act applies to state correctional facilities
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: out of or in connection with any matter in relation to this Strategic Alliance Agreement ..., the same shall be arbitrated between the Parties and the arbitration shall be conducted ... in Almaty, Kazakhstan.”); Loan Agreement V 4.2 ("If any default or dispute or difference ... arises out of or in connection with any matter or thing in relation to the provisions of this Agreement, ... any party may submit the Dispute to be settled by arbitration ... conducted in Stockholm, Sweden....”). Although an agreement to arbitrate may in some circumstances constitute an implied waiver of sovereign immunity, this is not such a circumstance and World MATA Compact's waiver of immunity for contracts and torts does not extend to attorney’s liens); Doe v. Civiletti, 635 F.2d 88, 94-95 (2d Cir.1980) (<HOLDING>); Rodenbur v. Kaufmann, 320 F.2d 679, 683-84 Options: A. holding that the tucker acts waiver does not extend to statutory claims B. holding that the claims court has no jurisdiction under the tucker act over claims to social security benefits C. holding that the tucker acts waiver of sovereign immunity for contract claims does not extend to claims for contracts implied in law D. holding in a breach of contract action brought by a government contract surety under the tucker act that the tucker act contains an unequivocal expression waiving sovereign immunity as to claims not particular claimants E. holding that the tucker act does not provide independent jurisdiction over claims for injunctive relief in contractual dispute cases

assistant: The best answer is A. holding that the tucker acts waiver does not extend to statutory 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: array of evidence may be relevant to establishing the scope of a duty owed. In Miller, we allowed “[e]vidence of conduct of patrons on prior occasions ... to show similar conduct could reasonably have been anticipated.” 58 Wn.2d at 884-85. In Niece, we explained the question of foreseeability 10, 914 (2011) (rejecting prior criminal incidents as the sine qua non of determining foreseeability). Moreover, it would suggest, absurdly, that a business owner who relocates after an incident occurs no longer owes a duty to use reasonable care, insofar as he has no past experience of prior acts on the new premises. Even states that embrace a modified similar acts test have not gone so far. See Ann M. v. Pac. Plaza Shopping Ctr., 6 Cal. 4th 666, 679 n.7, 863 P.2d 207, 25 Cal. Rptr. 2d 137 (1993) (<HOLDING>), disapproved on another point in Reid v. Options: A. recognizing that of course in a given situation offenses may be of the same or similar character and at the same time constitute a series of connected acts or parts of a single scheme B. recognizing that while a duty to supply security guards may require evidence of prior similar acts under californias sliding scale foreseeability inquiry such act need not be on the same premises C. holding that sexual assault was not foreseeable because plaintiff produced no evidence of similar criminal acts on or near defendants premises D. holding foreseeability is based on the totality of the circumstances not on a mechanical prior similar incidents rule E. recognizing that californias homestead exemption is similar to ars 331101

assistant: The best answer is B. recognizing that while a duty to supply security guards may require evidence of prior similar acts under californias sliding scale foreseeability inquiry such act need not be on the same premises
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of the Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Borrower will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this Guarantee Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into by, between or among the Administrative Agent and the Guarantor or Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.2 of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree that during and after your Employment with the Company, you will not make disparaging comments about AIG or any of its subsidiaries or affiliates or any of their officers, directors or employees to any person or entity not affiliated with the Company. Nothing herein shall prevent you from making or publishing any truthful statement (a) when required by law, subpoena or court order, (b) in the course of any legal, arbitral or regulatory proceeding, (c) to any governmental authority, regulatory agency or self-regulatory organization, or (d) in connection with any investigation by AIG.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: survival rate and treatment options are not usually considered to be outside the realm of a doctor’s expertise. Salas v. United States, 165 F.R.D. 31, 33 (W.D.N.Y. 1995) (issues of diagnosis, prognosis and causation are matters considered within the normal scope of the patient’s care and treatment); LaMere v. NY State Office for the Aging, 223 F.R.D. 85, 90 (treating physician can express “an opinion as to the cause of any medical condition present in a patient, the diagnosis, the prognosis and the extent of the disability”) (citing Zanowic v. Ashcroft, 2002 U.S. Dist. LEXIS 3857, 2002 WL 373229, at *3); Cella v. United States, 825 F.Sup. 1383, 1395-96 (N.D.Ind. 1991); Owens-Corning Fiberglas v. Watson, 243 Va. 128, 139-40 (1992). See also Commonwealth v. Rice, 441 Mass. 291 (<HOLDING>). The basis for the specific opinion offered by Options: A. holding beneficiaries under a will are qualified to testify to execution B. holding that njeither the plaintiff nor fellow crewmen are qualified to testify as design experts C. holding that although the court must defer to an agencys expertise it must do so only to the extent that the agency utilizes rather than ignores the analysis of its experts D. holding that trial court did not abuse its discretion by determining expert witness was qualified to testify E. holding that generally qualified experts do not require a subspecialty in order to testify to things within their expertise

assistant: The best answer is E. holding that generally qualified experts do not require a subspecialty in order to testify to things within their expertise
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 counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.04 . Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to “external” influences over the jury’s deliberations. Tanner v. United States, 483 U.S. 107, 117, 107 S.Ct. 2739, 2746, 97 L.Ed.2d 90 (1987). “External” influences are factors that come to the jury’s attention from outside of the proceedings in the trial court. See, e.g., Parker v. Gladden, 385 U.S. 363, 363-64, 87 S.Ct. 468, 470, 17 L.Ed.2d 420 (1966) (per curiam) (bailiff making disparaging comments about the defendant to the jurors); Remmer v. United States, 347 U.S. 227, 228-230, 74 S.Ct. 450, 450-451, 98 L.Ed. 654 (1954) (bribe offered to juror). “Internal” influences, on the other hand, include actions during court proceedings and internal jury deliberations. Prohibiting testimony into these areas does not violate the constitution. Tanner, 483 U.S. at 126-27, 107 S.Ct. at 2751 (<HOLDING>). This is because other procedural devices Options: A. holding that rule 606b does not violate the sixth amendment B. holding district court did not violate sixth amendment by admitting defendants outofcourt statement C. holding that the court lacks jurisdiction over sixth amendment claims because the sixth amendment is not moneymandating D. holding that exclusion of defense witness does not violate sixth amendment where defendant failed to comply with discovery rule requiring that witnesses be identified before trial E. holding that forfeiture of funds to be used for legal fees does not violate the fifth or sixth amendment

assistant: The best answer is A. holding that rule 606b does not violate the sixth amendment