flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: argument that “the evidence was legally insufficient to support the RICO verdicts because no rational juror could have concluded that the Colombo Family enterprise continued to exist after July 1991, when the Orena and Pérsico factions commenced their conflict.” Id. at 710. The court held that “[t]he existence of an internal dispute does not signal the end of an enterprise, particularly if the objective of, and reason for, the dispute is control of the enterprise.” Id. (concluding that the evidence did show the existence of an ongoing enterprise, in part because “[a] surveillance recording indicated that Colombo Family members expected relationships to return to normal after the war was over”) (citation omitted). See also United States v. Brady, 26 F.3d 282, 284-85, 288 (2d Cir.1994) (<HOLDING>); United States v. Coonan, 938 F.2d 1553, Options: A. recognizing that production of a written insurance policy was unnecessary to prove the existence of the policy because the proof required was proof of the fact of insurance and not of the contents of a writing B. holding that the trial court reversibly erred when it altered an essential element of the crime charged and broadened the language of the indictment by instructing the jury on the general definition of enterprise for rico conspiracy C. holding the state must prove that at the time of the homicide the defendant was engaged in the commission of the felony D. holding in a case like orena where the indictment alleged a dispute between factions for control of the enterprise that evidence admitted at trial was relevant to prove the existence of a war that in turn was essential to prove the existence of the murder conspiracy that was part of the same internal struggle for control of the family E. holding in the context of the criminal false claims act that to prove falsity the government only had to prove that the statement was known to be untrue at the time the defendant made it

assistant: The best answer is D. holding in a case like orena where the indictment alleged a dispute between factions for control of the enterprise that evidence admitted at trial was relevant to prove the existence of a war that in turn was essential to prove the existence of the murder conspiracy that was part of the same internal struggle for control of the family
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: Receipt by the Administrative Agent and the Lenders of the audited financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal year ended as of December 31, 2016 and the unaudited financial statements of the Borrower and its Consolidated Subsidiaries for each quarter ended March 31, 2017, June 30, 2017 and September 30, 2017 (it being agreed that the Borrower has made available such items on its corporate website, any Securities and Exchange Commission website or any such other publicly available website and has notified the Administrative Agent and Lenders of the availability on such website).

assistant: Financial Statements
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: Enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the Ordinary Course of Business, other than transactions on fair and reasonable terms substantially as favorable to such Borrower or such Subsidiary as would be obtainable by such Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to (i) transactions between or among the Loan Parties, and (ii) transactions solely between Subsidiaries that are not Loan Parties; provided , further , that the following transactions shall be permitted if not in violation of any Approved Bankruptcy Court Order: (a) intercompany loans among Loan Parties to the extent permitted under Section 8.02 , and (b) any Investment permitted under Sections 8.03(b) , (c) , (d) , (g) , (h) and (i) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Agreement are unique. The parties each acknowledge that, if any party should default in performance of the duties and obligations imposed by this Agreement, it would be extremely impracticable to measure the resulting damages. Accordingly, the nondefaulting party, in addition to any other available rights or remedies, may sue in equity for specific performance, and the parties each expressly waive the defense that a remedy in damages will be adequate.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you notice any skin irritation , soreness , tingling , numbness , burning , or stiffness in your hands or wrists while or after wearing the product , remove your device and please discontinue use .

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: Tenant acknowledges that the content of this Lease and any related documents are confidential information. Except as required by law, rule or regulation or regulatory or court order, Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial, legal, and space planning consultants. If disclosure is required by law, rule or regulation or regulatory or court order, Tenant agrees to work with Landlord to redact any sensitive information.

assistant: Confidentiality
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: heavy,” as “the determination of reasonableness is a factual one, requiring consideration of all the facts and circumstances.” Victaulic Co. v. Tieman, 499 F.3d 227, 235 (3d Cir.2007) (quoting WellSpan Health v. Bayliss, 869 A.2d 990, 999 (Pa.Super.Ct.2005)). Varga challenges only one aspect of the non-compete covenant, that of its seemingly unlimited geographic extent. Varga argues that the non-compete covenant’s lack of a geographic scope renders the covenant unenforceable. Such is not the case. Courts have upheld non-compete covenants lacking geographic limits (or with very broad geographic restrictions) where the employee’s duties and the employer’s customers were geographically broad. See Fisher Bioservices, Inc. v. Bilcare, Inc., 2006 WL 1517382, at *13 (E.D.Pa. May 31, 2006) (<HOLDING>); Nextgen Healthcare Info. Sys., Inc. v. Options: A. holding that noncompete lacking geographic restriction was enforceable because the former employer sought only to prevent the employee from soliciting customers she dealt with while at the former employer B. holding that the employee must at least provide his employer with enough information for the employer to be put on notice that the fmla is a consideration C. holding that a former employee was not entitled to recover a yearend bonus from his former employer where no definite sum of money or percentage of profits was promised and where the employee left the company before the end of the fiscal year in question D. holding that question of whether former employer was entitled to preliminary injunction ordering former employees to comply with noncompetition provisions of employment agreements was moot since the noncompetition restriction expired by time of appeal E. holding that former employees state law claim of fraud brought against his former employer was preempted by labor management relations act

assistant: The best answer is A. holding that noncompete lacking geographic restriction was enforceable because the former employer sought only to prevent the employee from soliciting customers she dealt with while at the former employer
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 Loan Party will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

assistant: Liens
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: Clause of the United States and Texas Constitutions. The State counters that Sony failed to preserve this issue for appeal because Sony did not assert in the trial court that the statute was facially void or void as applied to him. When challenging the constitutionality of a statute for vagueness, there are two types of challenges: (1) an “as applied” challenge, involving whether a statute is unconstitutional as applied to a defendant’s particular conduct, and (2) a “facial” challenge, involving whether a statute is unconstitutional on its face. Fluellen v. State, 104 S.W.3d 152, 167 (Tex.App.-Texarkana 2003, no pet.). Texas law is clear that an “as applied” challenge cannot be raised for the first time on appeal. See, e.g., Curry v. State, 910 S.W.2d 490, 496 (Tex.Crim.App.1995) (<HOLDING>); Garcia v. State, 887 S.W.2d 846, 861 Options: A. holding appellant waived his challenge to statute as vague as applied because he did not specifically object at trial B. holding that defendant must object at trial to preserve as applied challenge for appeal C. holding that appellant forfeited his complaint regarding his sentence because he did not object at trial D. holding that appellant by failing to object to commissioners authority before or at the administrative hearing waived any challenge E. holding that appellant forfeited his complaint regarding his postadjudication sentence because he did not object at trial or present his motion for new trial

assistant: The best answer is A. holding appellant waived his challenge to statute as vague as applied because he did not specifically object at trial
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 exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Holder with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Holder understands that the Company is under no obligation to register the shares with the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At its cost and expense, upon request of the Lender, duly execute and deliver, or cause to be duly executed and delivered, to the Lender such further instruments and do and cause to be done such further acts as may be reasonably necessary or proper in the opinion of the Lender or its counsel to carry out more effectively the provisions and purposes of the Credit Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Agent pursuant to this Security Agreement or as are permitted by the Credit Agreement. No Person other than the Agent has Control or possession of all or any part of the Collateral, except as permitted by the Credit Agreement.

assistant: Titles
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 the failure of either party to exercise any power given such party hereunder or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof.

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 legal provision and list the applicable contract clause categories. Provision: Each Loan Party, and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

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: This Agreement contains the entire and only agreement between the Parties and supersedes and cancels all prior written or oral agreements, undertakings and negotiations between the Parties with respect to the subject matter hereof, including the MTA and the drafts of the Non-Binding Discussion Guide. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set out in this Agreement and therein. Exhibits A, B, and C referred to in this Agreement are hereby incorporated into and made a part of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Comply, and cause each Restricted Subsidiary to comply, with the requirements of all Applicable Laws (other than laws, rules, regulations, and orders which are not final and are being contested in good faith by proper proceedings) of any Governmental Authority (including Labor Laws and Environmental Laws), noncompliance with which would have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ap-pellee’s return motion. Former Justice McCAFFERY did not participate in the decision of this case. Chief Justice CASTILLE and Justice EAKIN and STEVENS join the opinion. Justice SAYLOR files a dissenting opinion in which Justice TODD joins. Justice TODD files a dissenting opinion. 1 . Although the Commonwealth Court’s ultimate disposition was favorable to the Commonwealth by virtue of the affirmance of the trial court’s dismissal of Appellee’s petition for return of property, we accepted allocatur agreeing to hear this case. The Commonwealth argues that it is aggrieved by the appellate court's published decision because of the burden it imposed with respect to motions for return of property filed hereafter. See Commonwealth v. Robinson, 575 Pa. 500, 837 A.2d 1157, 1160 n. 7 (2003) (<HOLDING>). Under the Commonwealth Court's ruling, the Options: A. holding that the lower court lacked jurisdiction to hear the case because it was filed without proper authority B. recognizing that a lower court cannot change the law of the case as decided by the highest court hearing a case C. recognizing the court of common pleas of dauphin county as the predecessor to the commonwealth court D. holding on appeal the judgment of the lower court is presumed to be correct and the burden is on the appellant to present to us a sufficient record from which we can determine whether the lower court has erred in the respect complained of E. recognizing that although the commonwealth prevailed in the lower court it was aggrieved by the burden imposed therein

assistant: The best answer is E. recognizing that although the commonwealth prevailed in the lower court it was aggrieved by the burden imposed therein
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: 86 S.Ct. 1717, 1724, 16 L.Ed.2d 828 (1966) , that is, whether one may regard the statute as an enactment to enforce the Equal Protection Clause, the court concluded that there was “no sufficiently strong logical connection between the aim of the [FLSA] — to increase the wages and shorten the hours of certain employees — and central, obvious Fourteenth Amendment concerns.” Id. at 210. The court stated that “in the absence of explicit comment by Congress, only efforts to remedy discrimination against a class of persons that Fourteenth Amendment jurisprudence has already identified as deserving special protection ” is properly viewed as legislation passed pursuant to § 5. Id. The Tenth Circuit cited Wilson-Jones with approval in Aaron v. State of Kansas, 115 F.3d 813, 817 (10th Cir.1997) (<HOLDING>). Here, although Congress in passing the 4-R Options: A. holding that the flsa does not prohibit changes in wage rates it prohibits the payment of overtime at less than one and onehalf times the regular wage rate B. holding that the flsa is not within the purview of section 5 of the fourteenth amendment C. holding that aims of wage and overtime provisions of flsa were not sufficiently connected to fourteenth amendment concerns so as to fall under congress 5 powers D. holding under flsa E. holding that flsa which provides an exemption from the acts wage and overtime provisions for fishermen preempts claims under alaskas minimumwage and overtime statute

assistant: The best answer is C. holding that aims of wage and overtime provisions of flsa were not sufficiently connected to fourteenth amendment concerns so as to fall under congress 5 powers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise, except for the Line of Credit and Outstanding Notes which are amended as provided herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: select a defense when counsel fails to investigate the best defense. E.g., Phillips, 267 F.3d at 980. But counsel may fail to investigate a particular defense and still, luckily, present the b re “abundant signs” of mental illness, Seidel v. Merkle, 146 F.3d 750, 755 (9th Cir.1998), or rest on a “preliminary examination,” Daniels v. Woodford, 428 F.3d 1181, 1203-04 (9th Cir.2005). At the same time, of course, counsel need not investigate interminably. Hendricks v. Calderon, 70 F.3d 1032, 1037 (9th Cir.1995). Here, Mickey’s counsel conducted a significant investigation int gation, they are justified by a “reasonable decision that makes particular investigations unnecessary.” Strickland, 466 U.S. at 691, 104 S.Ct. 2052; see Wood v. Allen, — U.S. -, 130 S.Ct. 841, 850-51, — L.Ed.2d-(2010) (<HOLDING>). Turk v. White, 116 F.3d 1264 (9th Cir.1997), Options: A. holding that counsels performance was deficient for failing to investigate readily available evidence of mental impairment B. recognizing the wide latitude counsel must have in making tactical decisions and that strategic choices made after less than complete investigation may be reasonable if reasonable professional judgments support the limitations on investigation C. holding that state courts factual finding that counsel made a strategic decision not to investigate further a mental illness that if reasonable would make counsels investigation not deficient was reasonable under aedpa review D. holding counsels strategic decision not to present a voluntary intoxication defense did not constitute ineffective assistance of counsel where counsel determined the murder was not committed while floyd was under the influence of cocaine E. holding that counsel was not deficient for failing to make an objection that lacked merit

assistant: The best answer is C. holding that state courts factual finding that counsel made a strategic decision not to investigate further a mental illness that if reasonable would make counsels investigation not deficient was reasonable under aedpa review
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: ROBERT M. DOW, JR., District Judge. I. Background In May 2011, KZF Development (KZF) and/or Dundee Partners (Dundee) removed approximately 180 trees from a 6.8 acre residential parcel in Northbrook, Illinois (the Site). Plaintiffs Robert and Sheryl Long allege that the tree removal c ycling Corp., 629 F.3d 387, 399-400 (4th Cir.2011) (<HOLDING>). Moreover, Plaintiff may only allege ongoing Options: A. holding that an identical notice requirement in resource conservation and recovery act was a mandatory precondition to suit B. holding that clean water acts notice provision is a condition precedent to all claims C. holding that the limitation act does not apply to claims brought under the clean water act D. holding that adequate notice is a mandatory precondition of a clean water act citizen suit E. holding that denial of permit under section 404 of the clean water act was a taking

assistant: The best answer is D. holding that adequate notice is a mandatory precondition of a clean water act citizen suit
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: affirm Appellant’s convictions and sentences. All sitting. All concur. ORDER GRANTING PETITION FOR MODIFICATION This matter is before the Court on the Appellee’s Petition for Modification, filed December 11, 2012, of the Opinion of the Court by Justice Scott, rendered November 21, 2012. Having reviewed the record and being otherwise fully and sufficiently advised, the Court ORDERS: The Appellee’s Petition for Modification is GRANTED; and the Opinion of the Court by Justice Scott, rendered November 21, 2012, is MODIFIED on its face and WITHDRAWN; and the attached opinion is SUBSTITUTED therefor. The modification does not affect the holding. All sitting. All concur. ENTERED: May 23, 2013. /s/ John D. Minton, Jr. 1 . Mere seconds later, Hayes and Robbins heard a collision 1th Cir. 1991) (<HOLDING>). The Fifth Circuit has held that a defendant's Options: A. holding that the government may comment on a defendants prearrest premiranda silence as well as his postarrest pr emiranda silence B. holding that the government can use prearrest silence for impeachment purposes against a defendant because no government action induced the silence C. holding a prosecutor may not comment on a defendants silence D. holding that the defendants postarrest pr emiranda silence was admissible in the governments caseinchief because there was no official compulsion the court qualified its holding stating we do not decide today whether compulsion may exist under any other postarrest pr emiranda circumstances E. holding that when no governmental action induced postarrest pr emiranda silence it could be introduced as evidence of guilt

assistant: The best answer is A. holding that the government may comment on a defendants prearrest premiranda silence as well as his postarrest pr emiranda silence
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 or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower therefrom shall be effective unless in writing signed by Lender and Borrower, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which 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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 414 U.S. 1 94 S.Ct. 209 38 L.Ed.2d 1 Robert SATIACUMv.State of WASHINGTON. No. 72-552. Supreme Court of the United States October 15, 1973 On petition for writ of certiorari to the Supreme Court of Washington. PER CURIAM. 1 It appearing that petitioner might have been fishing at a location outside the boundaries of what is, or was, the Puyallup Indian Reservation when the acts with which he is charged were committed, and, if this were so, that the Supreme Court of Washington then unnecessarily addressed, and determined, the federal question whether the Puyallup Reservation 'has ceased to exist,' the petition for a writ of certiorari is granted, the judgment of the Supreme Court of Washington is vacated, and the case is remanded to that court for resolution by the state courts of the factual issue whether the alleged offenses took place outside the boundaries of what is, or was, the Reservation.

assistant: 9
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: does not include (B) travel by the employee in the furtherance of the affairs or business of the employer if the travel is also in furtherance of personal or private affairs of the employee unless: (i) the travel to the place of occurrence of the injury would have been made even had there been no personal or private affairs of the employee to be furthered by the travel; and (ii) the travel would not have been made had there been no affairs or business of the employer to be furthered by the travel. Tex. Lab.Code Ann. § 401.011(12)(B) (West Supp. 2010). The parties agree that paragraph (B) is not applicable here as Troy was traveling from home to work and had no personal purpose for the trip. See also Leordeanu v. American Protection Ins. Co., 330 S.W.3d 239, 248-49 (Tex.2010) (<HOLDING>). 3 . McVey argues that Troy was on a "special Options: A. holding that transferee and beneficiary are mutually exclusive categories B. holding standing cannot be waived and may thus be raised at any time C. recognizing that 1983 and 2254 proceedings are mutually exclusive so that if a claim can be properly raised in one of those proceedings it cannot be raised in the other type of proceeding D. holding that the remedies are exclusive E. holding that subparagraphs a and b are mutually exclusive and thus any travel between work and home even if it is also for a dual purpose must be analyzed exclusively under paragraph a

assistant: The best answer is E. holding that subparagraphs a and b are mutually exclusive and thus any travel between work and home even if it is also for a dual purpose must be analyzed exclusively under paragraph a
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 Capital Stock of the Borrower and each Subsidiary has been duly authorized and validly issued in compliance with all applicable federal, state and other Laws and is fully paid and non-assessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation). Except as set forth on Schedule 4.10(b) of the Credit Agreement Disclosure Letter, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement (including preemptive rights) to which the Borrower or any Subsidiary is a party requiring, and there is no membership interest or other Capital Stock of the Borrower or any Subsidiary outstanding which upon conversion or exchange would require, the issuance by the Borrower or any Subsidiary of any additional membership interests or other Capital Stock of the Borrower or any Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of the Borrower or any Subsidiary.

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: Neither Party may assign its rights or delegate its obligations under this Agreement, in whole or in part without the prior written consent of the other Party, except that, subject to the other terms of this Agreement, each Party will always have the right, without such consent, (a) [**], (b) [**], and (c) [**]. Notwithstanding anything in this Section 14.11 , [**]. Any attempted assignment or delegation in violation of this Section 14.11 will be 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: program was rationally related to the legitimate government purpose of protecting Davis’s health and the public at large and attempt to rebut Davis’s allegations of anti-gay animus by asserting “as the Step I grievance [response] indicates, Davis’[s] situation presented a safety risk.” The question of whether Davis was removed from the public-works program because of safety reasons or because of anti-gay animus, however, is the issue in dispute in this case, and the defendants’ arguments are better suited for a motion for summary judgment. At this stage of the proceedings, the district court was required to treat Davis’s allegations — not the contested statements contained in the grievance response — as true. See Delay, 585 F.3d at 1005; Hill, 630 F.3d at 471. Because Davis al ir.2004) (<HOLDING>). Davis’s complaint likewise contains Options: A. holding that a prisoner stated a valid equal protection claim when he alleged he was denied a work assignment because of his sexual orientation B. holding that an isolated comment is not direct evidence of discrimination even if a plaintiff interpreted it as motivated by a discriminatory animus C. holding that a gay prisoner alleging discriminatory treatment because of his sexual orientation was not required to identify any nonhomosexual prisoners who were similarlysituated but treated better because the complaint contained allegations that if true constituted direct evidence of discriminatory motive and animus D. holding that sexual orientation and sexual identity are immutable E. holding that evidence which suggests but does not prove a discriminatory motive is circumstantial evidence by definition

assistant: The best answer is C. holding that a gay prisoner alleging discriminatory treatment because of his sexual orientation was not required to identify any nonhomosexual prisoners who were similarlysituated but treated better because the complaint contained allegations that if true constituted direct evidence of discriminatory motive and animus
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: Upon termination of Executive’s employment hereunder by either party for any reason, Executive (or his heirs, legal representatives or estate, as the case may be) will receive from the Company: (a) payment for any accrued, unpaid Base Salary through the termination date; (b) payment for any Bonus Compensation which has been awarded but not paid for calendar years prior to the year in which termination of Executive’s employment occurs (except in the case of Executive’s termination for Cause or resignation without Good Reason, unless other required by applicable law), (c) reimbursement for any unreimbursed expenses in accordance with the Company’s policies; and (d) payment of other amounts, entitlements and/or benefits, if any, to which Executive is entitled in accordance with applicable law and applicable plans, programs, arrangements and/or other agreements of the Company and any affiliate (collectively, the “ Accrued Compensation ”).

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 389 U.S. 308 88 S.Ct. 502 19 L.Ed.2d 545 UNITED STATES, Appellant,v.PENNOLIN COMPANY et al. No. 26. Supreme Court of the United States October Term, 1967. December 11, 1967 Edwin M. Zimmerman for appellant. Albert R. Connelly and H. Francis DeLone for appellees. PER CURIAM. 1 The judgment of the United States District Court for the District of Delaware is affirmed by an equally divided Court. 2 Mr. Justice MARSHALL took no part in the consideration or decision of this case.

assistant: 8
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: Seller has been duly organized and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland. Pass-Through Trust has been organized as a common law trust under the laws of the State of New York. Guarantor has been duly organized and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland.

assistant: Existence
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: Matson Navigation Co. v. United States, 284 U.S. 352, 359-60, 52 S.Ct. 162, 76 L.Ed. 336 (1932) (Court of Claims did not have jurisdiction over a contract whose subject matter was covered by the Suits in Admiralty Act, 46 U.S.C. § 742 (1932), providing for jurisdiction in federal district courts); Texas Peanut Farmers v. United States, 409 F.3d 1370, 1373-74 (Fed.Cir.2005) (displacement of Tucker Act by specific jurisdictional provisions of Subsections 506(d) and 508(j) of the Federal Crop Insurance Act, 7 U.S.C. §§ 1506(d), 1508(j)); Wilson v. United States, 405 F.3d 1002, 1012-13 (Fed.Cir.2005) (displacement of the Tucker Act by specific jurisdictional provisions of Subsection 205(g) of the Medicare Act, 42 U.S.C. § 405(g)); Doe v. United States, 372 F.3d 1308, 1312-13 (Fed.Cir.2004) (<HOLDING>); Boston Edison Co. v. United States, 64 Options: A. holding that the declaratory judgment act 28 usc 2201 only creates a remedy and is not an independent basis for jurisdiction B. holding that the tucker act does not provide a means by which the court of federal claims may grant injunctive or declaratory relief where the suit does not involve a preaward protest or the application of section 7428 of the internal revenue code C. holding that this court does not have jurisdiction over tax claims for declaratory or equitable relief D. recognizing limitation on a district courts authority to grant equitable or declaratory relief under the little tucker act 28 usc 1346a2 E. recognizing that a party can obtain declaratory relief but still not be entitled to an award of attorneys fees under the declaratory judgments act

assistant: The best answer is D. recognizing limitation on a district courts authority to grant equitable or declaratory relief under the little tucker act 28 usc 1346a2
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 Note is a valid, legal and binding obligation of Borrower, enforceable against Borrower in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

assistant: Enforceability
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 political questions is analytically distinct from the limits of the doctrine of standing. The latter focuses on the nature of the claimant's interest; the former concerns itself with the nature of the legal standard implicated by that interest. Each is a separate hurdle, and clearing one hurdle (political question) does not erase the need to clear the other (standing). 30 . See Raines v. Byrd, 521 U.S. 811, 829-30, 117 S.Ct. 2312, 138 L.Ed.2d 849 (1997) (denying standing to congressmen alleging only wholly abstract and widely dispersed institutional injury from dilution of legislative power where none were authorized to represent their respective houses and where both houses opposed the suit); see also People Who Care v. Rockford Bd. of Educ., 179 F.R.D. 551, 562 (N.D.Ill. 1998) (<HOLDING>). 31 . It is perhaps for these reasons that Options: A. holding that members of the board of trustees of an elementary school had standing to challenge the actions of the county board of education because they suffered an actual injury when the county board nullified their unanimous vote to reject a candidate for principal of the elementary school B. holding that petitioners status as school board members does not permit them to step into the shoes of the school board and invoke its right to appeal C. recognizing absolute immunity for attorneys and board members of the texas medical board D. holding school board members had standing to complain that statute required them to distribute books in violation of constitution E. holding that the findings of fact conclusions of law and decision signed by the school board president constituted the decision of the board

assistant: The best answer is B. holding that petitioners status as school board members does not permit them to step into the shoes of the school board and invoke its right to appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Offers and sales of the Securities shall be made to such persons and in such manner as is contemplated by the Offering Memorandum. The Initial Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. The Company has not entered into any contractual arrangement, other than this Agreement, with respect to the distribution of the Securities or any Common Stock issuable upon conversion of the Securities and the Company will not enter into any such arrangement except as contemplated thereby.

assistant: Sales
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: Employer hereby employs Executive and Executive hereby accepts such employment, in accordance with the terms of this Agreement, commencing on January 1, 2018 and terminating on December 31, 2020 (the "Term"), unless (a) terminated as provided herein in Section 6, or (b) automatically renewed for successive one-year periods as provided in Section 8.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment, other than T3 Advisors (“ Broker ”), and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tenant’s sole cost and expense) and hold harmless Landlord and its affiliates, employees, agents, contractor, lenders, mortgagees, ground lessors and beneficiaries, for, from and against any and all cost or liability for compensation claimed by any such broker or agent, other than Broker, employed or engaged by it or claiming to have been employed or engaged by it. Broker is entitled to a leasing commission in connection with the making of this Amendment, and Landlord shall pay such commission to Broker pursuant to a separate agreement between Landlord and Broker.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 420 U.S. 307 95 S.Ct. 1154 43 L.Ed.2d 213 Joan ROE, Peter Poe, and Coe Press, Inc., Petitioners,v.Jane DOE. No. 73-1446. Supreme Court of the United States February 19, 1975 Marvin M. Karpatkin, New York City, for petitioners. Ephraim London, New York City, for respondent. On Writ of Certiorari to the Court of Appeals of New York. PER CURIAM. 1 The writ of certiorari is dismissed as improvidently granted.

assistant: 9
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 Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of Agent and the Facility Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: address whether conditions could be imposed to make defendant bailable. The court noted that defendant has a “long history of sexual offenses” and used his home “to facilitate his proximity to his target victims” of young girls. The court found that defendant appeared to suffer from compulsive and antisocial conduct that endangered the public. The court also noted that “there remains a moderate risk of flight” if defendant were released on bail and noted that defendant had allegedly stated that he “could not go back to jail.” For all of these reasons, the court did not believe that the proposed conditions of release “or any other conditions of release would be effective,” and the court therefore did not abuse its discretion in denying bail. See Gardner, 167 Vt. at 601, 709 A.2d at 500 (<HOLDING>). Affirmed. 1 The only potentially significant Options: A. holding that jurys verdict for the defendant in a breach of contract action did not establish the absence of breach because the jury was instructed that it could find for the defendant if it concluded that the defendant had not breached the contract or if the defendant proved an affirmative defense B. holding that the burden however will be on the defendant to satisfy the court that he can secure the services of an attorney only if assets subject to the freeze order are released C. holding that in the asylum context the bia must provide an individualized analysis of how changed conditions will affect the specific petitioners situation citation and internal quotation marks omitted D. holding that it is not E. holding that in a 7553 analysis it is entirely appropriate for the court to deny bail unless it is fully convinced that the defendant will abide by the conditions that would be imposed if defendant were released quotation omitted

assistant: The best answer is E. holding that in a 7553 analysis it is entirely appropriate for the court to deny bail unless it is fully convinced that the defendant will abide by the conditions that would be imposed if defendant were released quotation omitted