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 disclosed in Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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: Neither Parent nor any of its Subsidiaries, nor to the knowledge of Parent or any of its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Bank List, or any similar list enforced by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Cutoff Date, the 2016-2 Lease Agreement is not a Liquidated Lease, a Defaulted Lease or a Delinquent Lease and, except as permitted in this paragraph, to the best of the Seller’s and Servicer’s knowledge, no default, breach, violation or event permitting acceleration under its terms has occurred; and to the best of the Seller’s and Servicer’s knowledge, no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under its terms has arisen; and GM Financial has not waived, and shall not waive, any of the foregoing.

assistant: No Defaults
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: Jose Antonio Leyva-Martinez appeals from the 70-month sentence imposed following his conviction for attempted re-entry after deportation, in violation of 8 U.S.C. § 1326. We have jurisdiction pursuant to 28 U.S.C. § 1291, and we affirm. Leyva-Martinez contends that the district court erred when it applied a 16-level enhancement, pursuant to U.S.S.G. § 2L1.2(b)(1)(A)(ii), because his prior conviction for inflicting corporal injury on a spouse or co-habitant, in violation of California Penal Code § 273.5, does not qualify as a crime of violence. As Leyva-Martinez concedes however, this contention is foreclosed. See United States v. Laurico-Yeno, 590 F.3d 818, 823 (9th Cir.) (<HOLDING>), cert, denied, — U.S. -, 131 S.Ct. 216, 178 Options: A. holding that 459 is categorically a crime of violence under guidelines 4b12a2 because the usual or ordinary firstdegree burglary in california involves conduct that presents a serious risk of physical violence and injury to others B. holding that a conviction under california penal code 2735 is categorically at crime of violence under the sentencing guidelines because the offense requires the intentional use of physical force against the person of another C. holding that the state felony offense of taking indecent liberties with a child categorically constituted a crime of violence for purposes of the career offender sentencing guidelines D. holding that under iowa code 7098 the offense of lascivious acts with a child was a crime of violence because it involved a substantial risk that physical force would be used against the child victim in the course of committing the offense E. holding that california residential burglary is categorically a crime of violence under the residual clause of ussg 4b12a2 which requires the criminal conduct to present a serious potential risk of physical injury to another

assistant: The best answer is B. holding that a conviction under california penal code 2735 is categorically at crime of violence under the sentencing guidelines because the offense requires the intentional use of physical force against the person of another
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 the event of a Change in Control, the Committee in its sole discretion (but subject to Section 21) and without liability to any person may terminate the then current Offering Period and take such other actions, if any, as it deems necessary or desirable with respect to any Option as of the date of the consummation of the Change in Control.

assistant: Change In Control
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: Cyco at trial, especially after Pfau’s own defense opened the door to this relevant evidence. See State v. Sallis, 574 N.W.2d 15, 16 (Iowa 1998) (stating Iowa courts “grant the district court wide latitude regarding admissibility [of prejudicial evidence] and will disturb the court’s ruling only upon finding an abuse of discretion”). The trial court took great pains to ensure the questioning of Rice about Cyco was brief and did not invoke a discussion about gangs. The State heeded the trial court’s caution, and briefly discussed Cyco solely to impeach Rice. We also read Nance far differently than does Pfau. Nance did not announce that gang-related evidence is never admissible. See, e.g., Wedebrand v. State, No. 02-0568, 2003 WL 21543146, at *5 (Iowa Ct.App. July 10, 2003) (unpublished) (<HOLDING>); State v. Dixon, No. 00-829, 2001 WL 1450991, Options: A. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel B. holding defendant did not show prejudice to support ineffective assistance of appellate counsel claim because any evidentiary error was harmless C. holding that murder committed by minor gang members was not foreseeable result of sale of alcohol to gang members D. holding the district court properly admitted expert testimony on defendants active gang membership E. holding appellate counsel did not provide ineffective assistance of counsel by failing to appeal district courts decision to admit evidence that defendant was a member of a gang because gang membership was relevant to show motive and intent

assistant: The best answer is E. holding appellate counsel did not provide ineffective assistance of counsel by failing to appeal district courts decision to admit evidence that defendant was a member of a gang because gang membership was relevant to show motive and intent
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 admit the earlier statement as substantive evidence. The Brady rule, however, has been significantly modified by our Supreme Court. This change, brought on by an onslaught of criticism over Brady expansiveness, now requires that only those prior inconsistent statements “that are demonstrably reliable and trustworthy” may be admitted as substantive evidence. Commonwealth v. Lively, 530 Pa. 464, 469-71, 610 A.2d 7, 10 (1992). To this end, the Lively Court required as a requisite to admissibility, that the prior statement be: (1) given under oath at a formal legal hearing; (2) reduced to a writing which was signed or adopted by the witness; or (3) a contemporaneous verbatim recording of the witness’s statements. Id.-, see also Commonwealth v. Johnson, 536 Pa. 153, 638 A.2d 940 (1994) (<HOLDING>). Applying this standard to the ease at hand, Options: A. holding that government could not impeach witness with prior statement because he refused to answer any questions and thus gave no testimony in court with which the prior statement could be judged to be inconsistent B. holding that a prior inconsistent statement was admissible and the defendant failed to ask for a limiting instruction that the jury could not use the statement as substantive evidence C. holding that to be admissible a prior inconsistent statement must have been uttered under highly reliable circumstances which would render inferences to be drawn from it more probable than not D. holding that even in separate trial other crimes evidence would not have been admissible and identification testimony would have been admissible E. holding that under fedrevid 702 expert testimony must be reliable to be admissible

assistant: The best answer is C. holding that to be admissible a prior inconsistent statement must have been uttered under highly reliable circumstances which would render inferences to be drawn from it more probable than not
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: prong of the Collins [v. City of Harker Heights, 503 U.S. 115, 112 S.Ct. 1061, 117 L.Ed.2d 261 (1992)] test, the panel opinion did not apply the first prong — establishing an underlying constitutional violation.”). Indeed, some courts have actively cabined Fagan to its facts and held that, generally, plaintiffs may not pursue a municipal .liability claim without any concomitant individual liability. See, e.g., DeNinno v. Municipality of Penn Hills, 269 Fed.Appx. 153, 158 (3d Cir.2008) (“Even more fundamentally, there can be no municipal liability here because we have determined that none of the individual defendants violated the Constitution.”) (citing Grazier, 328 F.3d at 124 n. 5); Cole ex rel. Cole v. Big Beaver Falls Area Sch. Dist, 2009 WL 3807185, at *8 (W.D.Pa. Nov. 12, 2009) (<HOLDING>) (citing Grazier, 328 F.3d at 124 n. 5); Leddy Options: A. recognizing 1983 substantive due process claim B. holding that if the actions of the officer did not reach the level of a constitutional tort the township through its police department cannot be liable because of an inadequate policy or ineffective training program and noting marks criticism of fagan C. holding that plaintiffs reliance on fagan is misplaced because fagan merely carved out an exception to the general rule of law that a municipality cannot be held accountable pursuant to 1983 when no individual officer violated the constitution subsequent to fagan the united states court of appeals for the third circuit has clearly stated that it carefully confined fagan to its facts a substantive due process claim resulting from a police pursuit D. holding that a municipality cannot be held liable for an official policy or custom if it has been determined that the individual defendants did not violate the plaintiffs constitutional rights E. holding that because the due process clause in the federal constitution is applicable to the states under the fourteenth amendment the right is also guaranteed to defendants pursuant to the identical provision in article i section 5 of the hawaii constitution

assistant: The best answer is C. holding that plaintiffs reliance on fagan is misplaced because fagan merely carved out an exception to the general rule of law that a municipality cannot be held accountable pursuant to 1983 when no individual officer violated the constitution subsequent to fagan the united states court of appeals for the third circuit has clearly stated that it carefully confined fagan to its facts a substantive due process claim resulting from a police pursuit
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 Guarantor shall be automatically released from its obligations hereunder upon the Restructuring Date. The Agent shall execute and deliver to the Guarantor, at the Guarantor’s expense, all documents that the Guarantor shall reasonably request to evidence such release.

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 case excerpt and choose the best holding from the options. Case excerpt: conviction could be used to enhance the punishment for a future offense. Therefore, the evidence was not subject to exclusion on due process grounds, and this portion of the State’s point of error is sustained. Sufficiency of the Evidence The briefs of the parties also dispute whether, to elevate a second family assault offense to a felony, a prior assault conviction must affirmatively reflect on the judgment that it was committed against a family or household member, i. e., n Supp.2002). A prior assault on a family or household member is a sentence enhancement, rather than an element of the offense, because the operative statutory language is prefaced with the phrase, "iE it-'is shown on the trial of the offense....” See Wilson v. , State, 772 S.W.2d 118, 121-22 (Tex.Crim.App.1989) (<HOLDING>). 3 . See Tex.Code Crim. .Proc. Ann. art. Options: A. holding that in the conviction and sentencing for criminal offenses committed in the course of one criminal episode it is the intent of the legislature that there be a separate conviction and sentence for each criminal offense unless one of the offenses is a degree of the other a necessarily included lesser offense subsumed in the other or both offenses are identical B. recognizing that throughout penal code elements of offenses are prefaced with phrase a person commits an offense if whereas sentence enhancements are prefaced by if it be shown on the trial of C. holding that all the elements necessary to prove a crime charged under the hawaii penal code must be shown to have occurred after its effective date D. holding that two offenses are separate for the purposes of 4a12a1 where all the elements of the first offense occurred before any activity forming the basis of the second offense E. holding that prior convictions are merely sentencing enhancements rather than elements of the offense

assistant: The best answer is B. recognizing that throughout penal code elements of offenses are prefaced with phrase a person commits an offense if whereas sentence enhancements are prefaced by if it be shown on the trial of
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Investors shall cooperate with each other and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement. The Investors agree that they shall not direct any Person to undermine or breach the terms and conditions set forth herein.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 409 U.S. 33 93 S.Ct. 32 34 L.Ed.2d 45 CALIFORNIA, Petitioner,v.Judith KRIVDA and Roger T. Minor. No. 71—651. Oct. 24, 1972. Rehearing Denied Dec. 11, 1972. See 409 U.S. 1068, 93 S.Ct. 549. Russell Iungerich, Los Angeles, Cal., for petitioner. Roger S. Hanson, Woodland Hills, Cal., for respondents. PER CURIAM. 1 On the basis of evidence obtained in a police search of respondents' trash, respondents were charged with possession of marihuana in violation of § 11530 of the California Health & Safety Code. The Supreme Court of California affirmed the superior court's judgment of dismissal and order suppressing the evidence on the grounds that, under the circumstances of this case, respondents 'had a reasonable expectation that their trash would not be rummaged through and picked over by police officers acting without a search warrant.' People v. Krivda, 5 Cal.3d 357, 366 367, 96 Cal.Rptr. 62, 68, 486 P.2d 1262, 1268 (1971) (en banc). We granted certiorari. 405 U.S. 1039, 92 S.Ct. 1307, 31 L.Ed.2d 579. 2 After briefing and argument, however, we are unable to determine whether the California Supreme Court based its holding upon the Fourth and Fourteenth Amendments to the Constitution of the United States, or upon the equivalent provision of the California Constitution, or both. In reaching its result in this case, the California court cited pertinent excerpts from its earlier decision in People v. Edwards, 71 Cal.2d 1096, 80 Cal.Rptr. 633, 458 P.2d 713 (1969) (en banc), which relied specifically upon both the state and federal provisions. 5 Cal.3d, at 367, 96 Cal.Rptr., at 69, 486 P.2d, at 1269. Thus, as in Department of Mental Hygiene Dept. v. Kirchner, 380 U.S. 194, 196 197, 85 S.Ct. 871, 873, 13 L.Ed.2d 753 (1965), '(w)hile we might speculate from the choice of words used in the opinion, and the authorities cited by the court, which provision was the basis for the judgment of the state court, we are unable to say with any degree of certainty that the judgment of the California Supreme Court was not based on an adequate and independent nonfederal ground.' We therefore vacate the judgment of the Supreme Court of California and remand the cause to that court for such further proceedings as may be appropriate. Department of Mental Hygiene Dept. v. Kirchner, supra; Minnesota v. National Tea Co., 309 U.S. 551, 60 S.Ct. 676, 84 L.Ed. 920 (1940); State Tax Commission of Utah v. Van Cott, 306 U.S. 511, 59 S.Ct. 605, 83 L.Ed. 950 (1939). We intimate to view on the merits of the Fourth and Fourteenth Amendment issue presented. 3 Vacated and remanded.

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: Assault, 66 N.C. L.Rev. 1177, 1185 (1988). “Our holding in this case establishes a mechanism by which the unique relationship between children and the adults who exercise a position of domination and control over them may be taken into consideration in determining whether the element of forcible compulsion has been established. To hold otherwise would be to require a child to be mangled, to see a deadly weapon, or to hear the actual utterance of specifically threatening words before a jury would be authorized to discern a rational fear of violence. Making these criteria absolute would be ignoring reality. See McQueen v. State, 423 So.2d 800 (Miss.1982) (Hawkins, J., dissenting).” Powe, 597 So.2d at 728-29 (emphasis added). See also Howell v. State, 636 So.2d 1260, 1263 (Ala.1993) (<HOLDING>). In B.E. v. State, 778 So.2d 863 Options: A. holding that a finding that a party willfully misused the protection from abuse process was not binding on the court in a subsequent divorce action because when determining parental rights and responsibilities a court must make an independent examination of the totality of the circumstances after hearing fresh evidence B. holding that taking into consideration the totality of the circumstances the 20yearold stepdaughter victim continued to be subject to howells parental authority and thus the evidence was minimally sufficient to support jurys finding of forcible compulsion C. holding that under the totality of the circumstances the facts provided sufficient support to defeat a motion to dismiss despite being broad allegations D. holding that before a defendant is entitled to introduce evidence of the victims character for violence there must be sufficient evidence to support a finding that the victim was the first aggressor and that once the defendant testified that he was attacked and cut by the victim without provocation before using the victims utility tool to stab the victim the defendant was clearly entitled to question the victim about past acts of violence reflected in court documents from the state of oregon E. holding that there was sufficient evidence to support the jurys conclusion that west retaliated against arban for taking leave under the fmla

assistant: The best answer is B. holding that taking into consideration the totality of the circumstances the 20yearold stepdaughter victim continued to be subject to howells parental authority and thus the evidence was minimally sufficient to support jurys finding of forcible compulsion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of May 12, 2019, the authorized capital stock of the Company consists of: 250,000,000 authorized shares of Common Stock, of which 5,680,330 shares were issued and outstanding, and 0 authorized shares of preferred stock, of which 0 were issued and outstanding. All of such outstanding shares of capital stock of the Company and the Conversion Shares, are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC filings of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company will furnish to the Buyers true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“ Certificate of Incorporation ”), the Company’s By-laws, as in effect on the date hereof (the “ By-laws ”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto, upon the written request of any Buyer.

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: This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, or substantially all of the business and/or assets of the Company, by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

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: However, we need not determine the validity of the transfer order because even if a transfer order entered after a notice of appeal is filed were valid, this court nonetheless has jurisdiction under 28 U.S.C. § 1294(1) to hear AT & T’s appeal from the district court’s order denying AT & T’s motion to compel arbitration. That section provides that “appeals from reviewable decisions of the district ... courts shall be taken [f]rom a district court of the United States to the court of appeals for the eir- cuit embracing the district.” 28 U.S.C. § 1294(1). In this case, the “reviewable decision” at issue was entered by the Northern District of Illinois. Therefore, jurisdiction is appropriate in this court. See, e.g., TechnoSteel, LLC v. Beers Const. Co., 271 F.3d 151, 154 (4th Cir.2001) (<HOLDING>). B. Motion to Compel Arbitration Having Options: A. holding that the fourth circuit had jurisdiction to hear an appeal from a south carolina district courts order denying a motion to compel arbitration even though the district court also transferred the case to a georgia district court B. holding that the appellate court had jurisdiction to hear the interlocutory appeal on a restraining order and the district court retained jurisdiction to proceed with the trial C. holding that notice of appeal of district court opinion denying arbitration stay divested district court of jurisdiction to continue proceedings until the appeal was complete D. holding that reasonableness of the officers decision in applying for and executing the warrant is a legal question and therefore the court had jurisdiction to hear appeal from the district courts order denying summary judgment on the basis of qualified immunity E. holding an appeal may be taken from an order denying a motion to compel arbitration

assistant: The best answer is A. holding that the fourth circuit had jurisdiction to hear an appeal from a south carolina district courts order denying a motion to compel arbitration even though the district court also transferred the case to a georgia district court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3.16 , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Purchaser, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser.

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 legal provision and list the applicable contract clause categories. Provision: (i) At any time prior to the expiration of the Inspection Period, in the event that Buyers determine, in their sole discretion, that their due diligence review of the Assets and the Accounts Receivable are not satisfactory to Buyers, Buyers shall have the right to terminate this Agreement upon notice to Seller, at which point all of Buyers’ obligations hereunder shall cease.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Subsidiaries. As of the Effective Date, there are no Material Subsidiaries.

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: Except as described in Schedule 3.1.14 , no claim, audit, action, suit, proceeding, governmental inquiry, criminal prosecution or other investigation is pending or, to Sellers’ Knowledge, threatened against or affecting either of the Sellers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS, AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT AND THE OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

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: Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time. In the absence of such arrangements, the Company or one of its Subsidiaries shall have the right to withhold such taxes from the Participant’s normal pay or other amounts payable to the Participant. In addition, any statutorily required withholding obligations may be satisfied, in whole or in part, at the Participant’s election, in the form and manner prescribed by the Committee, by delivery of shares of Common Stock (including shares issuable under this Agreement).

assistant: Withholdings
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: whether a dispute over a side agreement that does not provide for arbitration falls within the CBA’s arbitration clause, is one that this court has not previously addressed. There is a split among the circuits that have spoken on this issue. The Second, Fourth, and Eighth Circuits apply the “collateral” test in determining whether a dispute over a side agreement is arbitrable. Under the collateral test, courts consider the similarity of the side agreement’s subject matter to the subject matter of the CBA. If the subject matter is dissimilar, the side agreement is deemed collateral to the CBA. However, where the side agreement is “integral” to the CBA, courts permit arbitration of disputes over its provisions. See, e.g., Cornell Univ. v. UAW Local 2800, 942 F.2d 138, 140 (2d Cir.1991) (<HOLDING>); Adkins v. Times-World Corp., 771 F.2d 829, Options: A. holding that when an arbitration clause has provisions that defeat the remedial purpose of the statute the arbitration clause is not enforceable and that the language insulating an employer from damages and equitable relief renders the clause unenforceable B. holding that an addendum to the cba was integral to it and therefore subject to the arbitration clause C. holding that an aaa arbitration was a private proceeding and therefore that a decision by the arbitrator pursuant to the federal arbitration act did not constitute state action D. holding that the best way to harmonize a choice of law clause and an arbitration clause is to apply the substantive case law of the named state to the entire agreement including the arbitration clause E. holding that a letter of understanding was collateral to the cba and therefore not governed by the cbas arbitration clause

assistant: The best answer is E. holding that a letter of understanding was collateral to the cba and therefore not governed by the cbas arbitration clause
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: Noerr-Pennington Doctrine. Alternatively, Markwell claims that his alleged action is immunized based on the Noerr-Pennington doctrine. See Def. Mot. to Dismiss (d/e 14) at 15. The Noerr-Pennington doctrine provides that “parties may petition the government for official action favorable to their interests without fear of suit, even if the results of the petition, if granted, might harm the interests of others.” See Tarpley v. Keistler, 188 F.3d 788, 794 (7th Cir.1999). The doctrine protects “litigation, lobbying, and speech... as an application of the First Amendment’s speech and petitioning clauses.” New West, LP v. Joliet, 491 F.3d 717, 722 (7th Cir.2007). The Seventh Circuit has extended the Noerr-Pennington doctrine to government officials as well. See id. at 721-22 (7th Cir.2007) (<HOLDING>). In doing so, the court recognized that public Options: A. recognizing criticisms of public officials is at core of speech protected by first amendment B. holding that ijnjuries caused by the condition of a public entitys property clearly refers to ownership of a property interest which allows a public entity to control the property C. holding that joliet public officials actions of filing litigation sending letters and making public statements regarding a property in an effort to persuade the department of housing and urban development to cut funding to the property were protected by the first amendment D. holding that alleged misconduct by public officials particularly by law enforcement officials is matter of public concern E. holding that a public entitys property refers to the public entity that owns the property where a dangerous condition exists

assistant: The best answer is C. holding that joliet public officials actions of filing litigation sending letters and making public statements regarding a property in an effort to persuade the department of housing and urban development to cut funding to the property were protected by the first amendment
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: Effective as of the Effective Date, Lessee shall, at its expense, protect, defend, indemnify and hold Lessor and Lessor's agents, contractors, licensees, employees, directors, officers, partners, trustees, affiliates, subsidiaries, successors, assigns, heirs, shareholders and members (collectively, "Lessor's Employees") and any and all of Lessor's lessors and mortgagees (whose names shall have been furnished to Lessee) harmless from and against any and all claims, to the extent caused by Lessee's use of the Premises, the Building or the Property, the conduct of Lessee's business, any activity, work or things done, permitted or allowed by Lessee in or about the Premises or the Property, Lessee's violation of any Law, or any gross negligence or willful misconduct of Lessee or Lessee's Employees. These indemnities shall survive the expiration or earlier termination of this Lease for a period of one year.

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 case excerpt and choose the best holding from the options. Case excerpt: The defendant in Navidad-Marcos was charged under § 11379 of the California Health and Safety Code, which this court has concluded “punishes a full range of conduct encompassed by the statute, which might not constitute an aggravated felony.” Id. at 906. The government argued that the description of the crime contained in the abstract of judgment indicated that Navidad-Marcos pled guilty specifically to the transportation and sale of a controlled substance, which is an aggravated felony. Id. at 909. We rejected the government’s argument, stating that it is “equally plausible, if not more probable, that the abbreviation in the form merely summarized the title of the statute of conviction rather than- — -as the government would have us presume — a conscious judicial nar th Cir.2008) (<HOLDING>). Here, the abstract of judgment listing the Options: A. holding that evidence of the same name the fact that the previous conviction occurred in precinct of defendants residence and that although the defendant testified he did not deny that he was the person described in the record of the previous conviction was sufficient to establish identity B. holding that application of the modified categorical approach did not establish a covered conviction where the judgment of conviction did not contain the factual basis for the crime C. holding that the abstract of judgment coupled with the information furnished sufficient proof that the defendant was convicted of all the elements of the generic crime of burglary D. holding that the abstract of judgment does not reliably establish the content of the conviction when it was the only judicial record the government produced E. holding that the abstract of judgment may not sufficiently establish that the defendant pled guilty to a specific crime when the only other document provided was the charge which simply contained the generic broad statutory language

assistant: The best answer is D. holding that the abstract of judgment does not reliably establish the content of the conviction when it was the only judicial record the government produced
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: 1362 (Fed. Cir. 2008). It is true that “[o]ther claims of the patent in question ... can ... be valuable sources of enlightenment as to the meaning of a claim term.” Phillips v. AWH Corp., 415 F.3d 1303, 1314 (Fed. Cir. 2005) (en banc). But the language of a dependent claim cannot change the scope of an independent claim whose meaning is clear on its face. We have held that “[wjhile it is true that dependent claims can aid in interpreting the scope of claims from which they depend, they are only an aid to interpretation and are not conclusive. The dependent claim tail cannot wag the independent claim dog.” N. Am. Vaccine, Inc. v. Am. Cyanamid Co., 7 F.3d 1571, 1577 (Fed. Cir. 1993); see also Regents of Univ. of Cal. v. Dakocytomation Cal. Inc., 517 F.3d 1364, 1375 (Fed. Cir. 2008) (<HOLDING>). We conclude that the specification of the Options: A. recognizing a rebuttable presumption of reliance in rule 10b5 B. holding however that a first party insured is not entitled to a rebuttable presumption of harm C. holding that guidelines create a rebuttable presumption D. holding that a rebuttable presumption in favor of the action of an administrative agency and the burden of proof is upon one challenging its action E. holding that the presumption that an independent claim should be construed in view of its dependent claim is rebuttable

assistant: The best answer is E. holding that the presumption that an independent claim should be construed in view of its dependent claim is rebuttable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If a court of competent jurisdiction shall determine, to any extent, that any provision, term or condition of this Sub-Sublease Agreement shall be invalid or unenforceable, that determination shall not affect the remainder of this Sub-Sublease Agreement, and each provision, term or condition in the remainder of this Sub-Sublease Agreement shall be valid and enforceable to the extent permitted by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: civil actions and proceedings and against the Government in criminal cases, factual findings resulting from an investigation made pursuant to authority granted by law, unless the sources of information or other circumstances indicate lack of trustworthiness. Fed.R.Evid. 803(8). We conclude that the district court properly concluded that the memoranda did not fall within the scope of this exception. Smith first argues that the memoranda qualify as public records within the meaning of Rule 803(8)(A). We disagree. Although NHTSA staff members prepared the memo-randa in the course of evaluating the Wirth petition, the memoranda do not “set forth” the “activities of the agency” within the meaning of Rule 803(8)(A). See, e.g., United States v. Vidaure, 861 F.2d 1337, 1340-41 (5th Cir.1988) (<HOLDING>); Alexander v. Estepp, 95 F.3d 312, 314 (4th Options: A. holding that admission in evidence of certified copies of docket sheets of defendants prior convictions did not violate defendants sixth amendment right to confrontation because such records are not testimonial B. holding that municipal court records were admissible under official records or public documents exception C. holding that police report containing victim affidavit was not admissible under public records exception D. holding that copies of defendants convictions contained in pen packet were admissible under public records exception E. holding that an automobiles title history was admissible under the public records exception

assistant: The best answer is D. holding that copies of defendants convictions contained in pen packet were admissible under public records exception