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: Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees o r interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set‑off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), other than as provided in Schedule 4.7 , (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Borrower’s knowledge, threatened Intellectual Property Claim with respect to any Borrower, any Subsidiary or any of their Property (including any Intellectual Property). Except as disclosed on Schedule 9.1.11 , no Borrower or Subsidiary pays or owes any Royalty or other compensation to any Person with respect to any Intellectual Property. All Intellectual Property owned, used or licensed by, or otherwise subject to any interests of, any Borrower or Subsidiary is shown on Schedule 9.1.11 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the weighing process creates the possibility of randomness by placing a thumb on death’s side of the scale, thus creating the risk of treating the defendant as more deserving of the death penalty” (internal quotation marks, citations, and alterations omitted)). Second, consider why that error could affect a decision to impose death. . If the error causes harm, it is because a jury has given special weight to its finding of (or the evidence that shows) the invalid “aggravating factor.” The jury might do so because the judge or prosecutor led it to believe that state law attaches particular importance to that factor: Indeed, why else would the State call that factor an “aggravator” and/or permit it to render a defendant death eligible? See Zant v. Stephens, 462 U. S. 862, 888 (1983) (<HOLDING>); see also ante, at 226 (Stevens, J., Options: A. recognizing that statutory label arguably might have caused the jury to give somewhat greater weight to respondents prior criminal record than it otherwise would have given B. holding the question of whether an accomplice is credible and the weight to be given to the testimony are issues for the jury to determine C. holding unenforceable a regulation that would have provided greater workers compensation benefits than permitted by statute D. holding that the state must establish by the greater weight of the evidence that a defendant violated a term of his probation E. holding that the jury is the judge of the weight and credibility given to witness testimony

assistant: The best answer is A. recognizing that statutory label arguably might have caused the jury to give somewhat greater weight to respondents prior criminal record than it otherwise would have given
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: Administrative Agent shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder and no waiver shall be valid unless in writing, signed by Administrative Agent, and then only to the extent therein set forth. A waiver by Administrative Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Administrative Agent would otherwise have on any future occasion. No failure to exercise or any delay in exercising on the part of Administrative Agent, any right, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by Law.

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: PER CURIAM. Thomas T. Prousalis, Jr., an attorney proceeding pro se, appeals the district court’s order dismissing his civil action for failure to state a claim upon which relief may be granted pursuant to Fed.R.Civ.P. 12(b)(6). He also appeals the court’s denial of his motion for costs and legal fees under Fed.R.Civ.P. 4(d)(2). We affirm in part, vacate in part, and remand for further proceedings. We review de novo a district court’s Rule 12(b)(6) dismissal for failure to state a claim. See Flood v. New Hanover County, 125 F.3d 249, 251 (4th Cir.1997). We accept the complainant’s well-pleaded allegations as true and view the facts in the light most favorable to the non-moving party. Mylan Labs., Inc. v. Matkari, 7 F.3d 113 a.1989) (<HOLDING>); Fox v. Deese, 234 Va. 412, 362 S.E.2d 699 Options: A. holding damage to an attorneys livelihood is a natural consequence of disciplinary proceedings and as such cannot satisfy the special injury requirement of a malicious prosecution claim stemming from a civil proceeding B. holding the same for malicious prosecution C. holding that malicious prosecution claim accrues when underlying prosecution is terminated D. holding that section 1983 claims alleging due process violations stemming from malicious prosecution are unavailable when a state malicious prosecution action exists E. holding that a 1983 due process claim that essentially contests the fairness of the plaintiffs prosecution is similar to his malicious prosecution claim and claims resembling malicious prosecution do not accrue until the prosecution has terminated in the plaintiffs favor

assistant: The best answer is A. holding damage to an attorneys livelihood is a natural consequence of disciplinary proceedings and as such cannot satisfy the special injury requirement of a malicious prosecution claim stemming from a civil proceeding
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 to the extent inconsistent with applicable law and regulations, and Fulton’s certificate of incorporation or bylaws, Fulton will indemnify the Executive and hold Executive harmless to the fullest extent permitted by law and regulation with respect to Executive’s service as an officer and employee of Fulton and its subsidiaries, which indemnification shall be provided following termination of employment for so long as the Executive may have liability with respect to Executive’s service as an officer or employee of Fulton and its subsidiaries. The Executive will be covered by a directors’ and officers’ insurance policy with respect to Executive’s acts as an officer to the same extent as all other officers under such policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Use the proceeds of any loan made hereunder for any purpose other than to finance the Acquisition, to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, it being agreed that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise agreed in writing by the Parties, this Agreement shall commence on the Effective Date and will be in force for a three (3) year period thereafter, to be automatically extended for an additional period equivalent to the time elapsing from the Effective Date and the date of first commercial launch of Buyer’s drug product containing the Product(s) (the " Initial Term "), unless terminated sooner as permitted hereunder. Thereafter, this Agreement shall continue in force and effect for successive one (1) year periods (each such period, a " Renewal Term ") unless terminated by either Party by notice given not less than one hundred eighty (180) days prior to the end of the Initial Term or any Renewal Term.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to Hilton. Alternatively, Hilton argues that Arlynn was the initial transferee because Video Depot’s ledger .appears to indicate that the cashier’s check was a “loan” to Arlynn. We address each of these arguments in turn. I. Arlynn’s Control over Video Depot While the Bankruptcy Code does not define “transferee,” it is widely accepted that a transferee is one who, at a minimum, has ‘“dominion over the money or other asset, the right to put the money to one’s own purposes.’ ” In re Bullion, 922 F.2d at 548 (quoting Bonded Fin. Servs., 838 F.2d at 893). The bankruptcy court determined that Arlynn did not have, dominion over the $65,-000. The court reasoned that although Arlynn controlled Video Depot’s operations and arranged for the cheek Inc.), 164 B.R. 117, 127 (Bankr.N.D.Cal.1994) (<HOLDING>); with Ross v. United States (In re Auto-Pak, Options: A. holding that a trustee may settle with an initial transferee and still pursue recovery against a subsequent transferee but notwithstanding the trustee will still be required to prove that the transfers were fraudulent and improper in connection with its suit against the subsequent transferee because the trustees settlement with the initial transferee did not involve any determination on the merits as to the initial transfers and in this way the subsequent transferee will be afforded its due process rights to contest the avoidability of these initial transfers B. holding that principal who caused debtor to issue cashiers check to satisfy personal obligation was not initial transferee C. holding that the principal of a corporate debtor does not become a transferee by the mere act of causing the debtor to make a fraudulent transfer D. holding that agent of corporation who used corporate funds to secure personal loan was initial transferee E. holding a party to be an initial transferee because she was given legal title to the funds

assistant: The best answer is B. holding that principal who caused debtor to issue cashiers check to satisfy personal obligation was not initial transferee
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 facts presented in the case report, and the district court was entitled to consider the facts admitted in ruling on the defendants’ summary judgment motion. By continuing to rely on the case report and subsequently failing to offer any evidence to rebut its account of Flores’ complaint, Woods left the district court free to grant summary judgment upon consideration of the facts admitted by Woods alone and without even considering the arrest report or the misdemeanor complaint. Thus, even if the latter documents were inadmissible and therefore not available for the district court’s consideration, the court could still properly have granted summary judgment for the defendants. See In re Sunset Bay Assocs. v. Eureka Fed. Sav. & Loan Ass’n, 944 F.2d 1503, 1513-14 (9th Cir.1991) (<HOLDING>). In his reply brief, Woods tries to avoid Options: A. recognizing that a party opposing a claim may choose the forum in the absence of objection B. holding that once a party had admitted that the opposing partys unauthenticated exhibit contains truthful information the court may consider the material in that exhibit because an admission is of course admissible in evidence C. holding that even if evidence admitted in error admission must result in material prejudice to warrant reversal D. holding admission of challenged evidence is harmless error where the record contains other properly admitted evidence that independently establishes guilt E. holding that there is overlap in the terms use and exhibit in the deadlyweapon statute

assistant: The best answer is B. holding that once a party had admitted that the opposing partys unauthenticated exhibit contains truthful information the court may consider the material in that exhibit because an admission is of course admissible in evidence
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: must also be justiciable; it must be within the competency of the court.”); Int’l Mgmt. Svcs. Inc., 80 Fed. Cl. at 9. In this case, the court is unable to provide Plaintiff with the requested injunctive relief. As discussed infra, PlaintifPs failure to appeal the April 28, 2009 SBA size determination to the OHA prior to the May 8, 2009 award to VETS, as a matter of law, created a presumptively valid contract that now cannot be invalidated by the court. Chapman, 63 Fed.Cl. at 35. When the United States Court of Federal Claims has exercised jurisdiction to review SBA and OHA size determinations, it has recognized the non-justiciability of such cases, if the contract becomes presumptively valid by virtue of an award prior to the CO being notified of an appeal to the OHA. Id. at 35-36 (<HOLDING>); see also Int’l Mgmt. Svcs. Inc., 80 Fed Cl. Options: A. holding an appellate court need not review remaining issues when its determination of a prior issue is dispositive of the appeal B. holding that a party had failed to preserve an argument for appellate review when that party had failed to argue the issue to the trial court either at trial or in his postjudgment motion C. holding that the court had jurisdiction to review an sba size determination but plaintiffs claim was nevertheless not justiciable because the plaintiff failed to file an appeal to the oha prior to award which made the contract at issue unchallengeable D. holding that defendant failed to raise a constitutional issue at trial and thus failed to preserve the issue for appellate review E. holding the trial court was without authority to dismiss an appeal on the ground that the amount of the judgment required the appellant to file an application for discretionary review

assistant: The best answer is C. holding that the court had jurisdiction to review an sba size determination but plaintiffs claim was nevertheless not justiciable because the plaintiff failed to file an appeal to the oha prior to award which made the contract at issue unchallengeable
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: must focus on the “cause of action” or “claim for relief.” 42 P.S. § 22004(3). This narrows the scope of the-Court’s inquiry significantly. Taking these standards into account, the Court does not hesitate to conclude that Mullin’s argument fails to meet the high threshold for'nonrecognition on public policy grounds. Lloyd’s cause of action in the English Action was for breach of contract. There is no support for any contention that a cause of action for breach of contract is repugnant to Pennsylvania public policy. See Turner, 303 F.3d at 333 (affirming recognition of judgment obtained by Lloyds against a Name, and rejecting argument that breach of contract cause of action contravenes Texas public policy); Southwest Livestock & Trucking Co. v. Ramon, 169 F.3d 317, 321 (5th Cir.1999) (<HOLDING>); cf. J.F.Walker Co., Inc. v. Excalibur Oil Options: A. recognizing a cause of action under texas law for misappropriation B. holding that a promissory note is not enforceable against a party who signed the deed of trust but did not sign the promissory note inasmuch as promissory notes and deeds of trust are separate legal documents with unique purposes C. holding cause of action for collection on a promissory note is not repugnant to texas public policy D. holding that fraudulent collection on promissory note was reasonably related to breach of contract claim E. holding that when the basis of the earlier suit was that the plaintiff had had defaulted on a promissory note and the claim in the instant action is whether that promissory note was valid the transaction test is met

assistant: The best answer is C. holding cause of action for collection on a promissory note is not repugnant to texas public 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: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Domestic Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided , however , (x) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 9.03 ) and (y) the Person providing Cash Collateral and the applicable L/C Issuer or applicable Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

assistant: Releases
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: Purchaser and Seller agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets as is reasonably necessary for the filing of all Tax Returns by Purchaser or Seller, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Each of Purchaser and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for the applicable statute of limitations.

assistant: Cooperation
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 authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4 . All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws. The identity of the holders of the equity securities of each of the Credit Parties (other than AxoGen) and the percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties (other than AxoGen) as of the Closing Date is set forth on Schedule 3.4 . No shares of the capital stock or other equity securities of any Credit Party (other than AxoGen), other than those described above, are issued and outstanding as of the Closing Date. Except as set forth on Schedule 3.4 , as of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party of any equity securities of any such entity.

assistant: Capitalization
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 to the extent that you have an arbitration agreement with Regis, this Agreement and the Employment Agreement set out the entire agreement between you and Regis and supersede any and all prior oral or written agreements or understandings between you and Regis concerning your termination of employment. Any arbitration agreement that you have with Regis will continue in full force and effect.

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

user: 4.1. The provisions of this Agreement shall not apply to information: 4.1.4. which is required to be disclosed by law, provided that, to the extent the Receiving Party is not prohibited from doing so by law, it undertakes to give the Disclosing Party not less than two business days’ notice of such requirement of disclosure and, to such extent, will make such disclosure in the manner and with the content agreed by the Disclosing Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver of any of the provisions of this Agreement shall be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to seek specific performance of the terms of this Agreement, this being in addition to any other remedies to which they are entitled at law or equity.

assistant: Specific Performance
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: process, i.e., Microsoft critically failed to disclose its knowledge that certain versions of MS Word used in the Student Media contained the '449 patent. But the defendants’ only allegation about “inaccurate information” is that: “Based on the Texas judgment and findings the applications submitted by Microsoft to the Registrar of Copyrights contained knowingly false information. Therefore, Microsoft’s claims related to Microsoft Word and Microsoft Office in this action are barred.” Defs.’ Mot. Sum. Judgment, p. 4 ECF No. 158-1. This allegation of “inaccurate information” is insufficient to trigger the Court’s obligation to seek advice from the Register of Copyrights under § 411(b)(2). Cf Olem Shoe Corp. v. Washington Shoe Co., 2010 WL 3505100 at *2 (S.D.Fla., Sept. 03, 2010) (<HOLDING>). It has already been decided in this case that Options: A. recognizing that issue exhaustion requirement and requirement exhaustion of remedies are different B. holding that evidence of other allegations of torture was inadmissible in part because it was not similar to the allegations made by defendant C. holding a pleading will not be sufficient to state a claim under the civil rights act if the allegations are mere conclusions D. holding that allegations of inaccurate information are sufficient to trigger advisement requirement E. holding that clearly dishonest conduct is sufficient to trigger investigation and ultimately justify a decision to remove a special agent

assistant: The best answer is D. holding that allegations of inaccurate information are sufficient to trigger advisement requirement
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 provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The application of such invalid or unenforceable provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by Applicable Law. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction, Parent and Spinco agree to use commercially reasonable efforts to substitute one or more valid, legal and enforceable provisions that, insofar as practicable, implement the purposes and intent of the prohibited or unenforceable provision.

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: No waivers of any breach of this Agreement extended by the Company or Synta to Stockholder shall be construed as a waiver of any rights or remedies of the Company or Synta, as applicable, with respect to any other stockholder of Synta who has executed an agreement substantially in the form of this Agreement with respect to Shares held or subsequently held by such stockholder or with respect to any subsequent breach of the Stockholder or any other such stockholder of Synta. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to reduce irritation , follow four simple wear and care tips : ( 1 ) keep it clean , ( 2 ) keep it dry , ( 3 ) do n't wear it too tight , and ( 4 ) give your wrist a rest by removing the band for an hour after extended wear .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: prison administrators, since it is they who must work among the inmates where the effects of the contraband are most strongly felt.” We echo the sentiments of the parties. “[Cjentral to all other corrections goals is the institutional consideration of internal security within the corrections facilities themselves.” Pell v. Procunier, 417 U.S. 817, 823, 94 S.Ct. 2800, 2804, 41 L.Ed.2d 495 (1974). Further, in prisons there exists “the ever-present potential for violent confrontation and conflagration.” Jones v. North Carolina Prisoners’ Labor Union, Inc., 433 U.S. 119, 132, 97 S.Ct. 2532, 2541, 53 L.Ed.2d 629 (1977). Correctional facilities are unique places “fraught with serious security dangers.” Bell, 441 U.S. at 559, 99 S.Ct. at 1884; Hunter v. Auger, 672 F.2d 668, 674 (8th Cir.1982) (<HOLDING>). Clearly, the security problems faced by Options: A. holding under indiana code section 313262 that the juvenile court erred in releasing the transcript of a confidential proceeding to news media B. recognizing that incidents in which inmates have obtained drugs weapons and other contraband are welldocumented in case law and regularly receive the attention of the news media C. recognizing first amendment protection for news gathering D. holding that access rights of the news media and of the general public are identical in scope E. holding that representatives of the news media have the standing to contest a court order restricting public access to legal proceedings

assistant: The best answer is B. recognizing that incidents in which inmates have obtained drugs weapons and other contraband are welldocumented in case law and regularly receive the attention of the news media
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: plea agreement. More to the point, the concerns expressed regarding the impact specific performance would or may have on future criminal defendants’ Sixth Amendment rights have, in the court’s view, been rendered meritless in light of the Supreme Court’s decisions in United States v. Monsanto, — U.S. -, 109 S.Ct. 2657, 2665-2667, 105 L.Ed.2d 512 (1989); Caplin & Drysdale, Chartered v. United, States, — U.S. -, 109 S.Ct. 2646, 2651-2657, 105 L.Ed.2d 528 (1989). Moreover, in view of these two cases it is difficult, if not impossible, for the court to see how ordering surrender of the withheld assets would be unfair to Alexander or to his attorneys. See United States v. Monsanto, 109 S.Ct. at 2665-2667; Caplin & Drysdale, Chartered v. United States, 109 S.Ct. at 2656-2657 and 2656 n. 10 (<HOLDING>). In sum, the court concludes, in the exercise Options: A. holding that in determining whether the defendant has a prior conviction for burglary under the armed career criminal act the federal court may look only to the terms of the charging document the terms of a plea agreement or transcript of colloquy between judge and defendant in which the factual basis for the plea was confirmed by the defendant or to some comparable judicial record of this information B. recognizing ambiguous terms of plea agreement are construed against government C. recognizing that criminal defense lawyers may very well be unable to collect their fees upon conviction or because of the terms of a plea agreement D. holding that a courts inquiry as to disputed facts in connection with a prior conviction is limited to the terms of the charging document a plea agreement a transcript of the plea colloquy or a comparable judicial record E. holding that a federal habeas court may grant specific performance of a plea agreement in the face of evidence that the state has breached the terms of such an agreement

assistant: The best answer is C. recognizing that criminal defense lawyers may very well be unable to collect their fees upon conviction or because of the terms of a plea 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: No provision of this Agreement may be amended or modified except by a written instrument signed by the Parties to this Agreement. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “I guess so.” In light of the “high degree of deference” that we must give to the factual determinations of the IJ, the inconsistencies in Kostic’s testimony and written sub missions leave us with little choice but to uphold the adverse credibility determination. See Sterkaj v. Gonzales, 439 F.3d 273, 278 (6th Cir.2006) (upholding an IJ’s adverse credibility determination where an asylum applicant submitted an inconsistent document without explanation). Because Kostic cannot overcome the IJ’s finding regarding his lack of credibility, he cannot prove that he is eligible for asylum. This also means that he cannot meet the more stringent standards required to qualify for withholding of removal. See INS v. Cardoza-Fonseca, 480 U.S. 421, 431-32, 107 S.Ct. 1207, 94 L.Ed.2d 434 (1987) (<HOLDING>). D. Changed country conditions The IJ and the Options: A. holding that to establish asylum eligibility based on future persecution an applicant must show that he or she subjectively fears persecution and that this fear is objectively reasonable B. holding that absent past persecution an alien can demonstrate eligibility for asylum based on a wellfounded fear of future persecution by demonstrating that he or she subjectively fears persecution and that this fear is objectively reasonable C. holding that the clear probability standard for withholding of removal is higher than the standard for asylum which requires only a reasonable possibility of persecution D. holding that the asylum standard for past persecution or wellfounded fear of future persecution is lower than the clear probability standard to show eligibility for withholding of removal E. holding that the standard for withholding of removal is more demanding than the standard for asylum

assistant: The best answer is D. holding that the asylum standard for past persecution or wellfounded fear of future persecution is lower than the clear probability standard to show eligibility for withholding of removal
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: Concordia University agrees that Greenwood Hall may pledge or assign the net sum of money due and to become due to it hereunder to any bank, lending agency or institution as collateral security. This Agreement may not be assigned by either Party without the prior written consent of the other Party. A merger or consolidation of Greenwood Hall with or into another entity or a change of control of Greenwood Hallshall not constitu te an assignment for purposes of this provision.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, all references to “dollars” or “$” are to United States dollars. References to a party or to the parties to this Agreement refers to the Parent and the Stockholder, individually or collectively, as the case may be.

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 case excerpt and choose the best holding from the options. Case excerpt: touching nor quid pro quo sexual harassment." (Emphasis in original.) We also reject Jurgens's argument that North Pole's interest is somehow lessened by the fact that it has a progressive disciplinary policy. See NPMC 2.36.310(B). And we reject Jurgens's argument that North Pole has a "countervailing interest" in retaining a valuable employee like Jurgens. 53 . Coleman, 797 A.2d at 795 (quoting Meyers v. Montgomery County Police Dep't, 96 Md.App. 668, 626 A.2d 1010, 1028 (1993)). 54 . See In re Walton, 676 P.2d 1078, 1090 (Alaska 1983) (Rabinowitz, J., dissenting) ("If [the accused] is indeed innocent of the allegations made against him, the risk of wrongful discipline would be significantly reduced by using the clear and convincing evidence standard."). 55 . Walton, 676 P.2d at 1085 (<HOLDING>). 56 . Coleman, 797 A.2d at 795. The risk of Options: A. holding that standard for revocation of probation is preponderance of the evidence B. holding that the standard of proof in revocation proceedings is a preponderance of the evidence C. holding that the proper standard of proof is preponderance of the evidence D. holding that the standard of proof for dischargeability actions is the preponderance of the evidence standard E. holding that blecause there are substantial interests on both sides the risk of error should be borne equally that is accomplished by use of the preponderance of the evidence standard

assistant: The best answer is E. holding that blecause there are substantial interests on both sides the risk of error should be borne equally that is accomplished by use of the preponderance of the evidence standard
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 Party may assign or otherwise transfer, in whole or in part, this Agreement without the prior written consent of the non-assigning Party, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either Party may assign this Agreement to (i) an Affiliate or (ii) any purchaser of all or substantially all of the assets of such Party that relate to the performance of this Agreement, or of all of its capital stock, or to any successor corporation or entity resulting from any merger or consolidation or re-organization of such party with or into such corporation or entity, provided that the Party to which this Agreement is assigned expressly agrees in writing to assume and be bound by all obligations of the assigning Party under this Agreement. Subject to the foregoing, this Agreement will benefit and bind the Parties’ successors and permitted assigns. Any assignment not in accordance with Clause 21.3 shall be null and void.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of breath easily; and that he had difficulty walking fifteen feet shortly before his murder. Sampson’s admission that he had to help McCloskey up a hill to the site of the slaying corroborated this testimony. This evidence sufficed to ground a conclusion that McCloskey was a particularly vulnerable victim, that is, that he would have had a more difficult time escaping from his assailant than the average person. See United States v. Gill, 99 F.3d 484, 486 (1st Cir.1996) (noting that the vulnerable victim federal sentencing guideline is “primarily concerned with the impaired capacity of the victim to ... prevent the crime”). And given the circumstances of this case, McCloskey’s vulnerability easily could have contributed to his death. No more was exigible. Cf. Paul, 217 F.3d at 1001-02 (<HOLDING>). The cases on which Sampson relies do not Options: A. holding bank customers affected by embezzlement could be victims for purposes of vulnerable victim enhancement B. holding that the victim impact and victim vulnerability aggravators were not overbroad and explaining that though the concepts of victim impact and victim vulnerability may well be relevant in every case evidence of victim vulnerability and victim impact in a particular case is inherently individualized C. holding the harmed victim need not be the victim of the offense of conviction D. holding a single vulnerable victim is sufficient to support application of the vulnerable victim enhancement E. holding vulnerable victim factor sufficiently supported by evidence that victim was 82 and physically unable to resist attackers

assistant: The best answer is E. holding vulnerable victim factor sufficiently supported by evidence that victim was 82 and physically unable to resist attackers
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 Participant shall be vested in his or her Stock Bonus Account as set forth in the Award Materials for such Stock Bonus. The vesting terms of Stock Bonus Accounts set forth in the Award Materials shall be established by the Committee in its sole discretion and may vary for each Participant and for each Stock Bonus. Notwithstanding anything to the contrary contained in the Plan or any Award Materials, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Stock Bonus Account of any Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendment to or waiver of any provision of this Agreement, and no consent to any departure by any Company herefrom, shall in any event be effective unless in a writing manually signed by or on behalf of the Administrative Agent and the requisite Lenders pursuant to Section 11.1 [Modifications, Amendments or Waivers] of the Credit Agreement. Any such agreement, waiver or consent made with such written consent being effective to bind all the Lenders.

assistant: Modifications
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 Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.03. The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.03, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) the Purchaser makes no representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.03, (ii) the Purchaser shall not be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.03 and (iii) the Purchaser shall not have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.03.

assistant: Confidentiality