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: Both before and after giving effect to the Transactions, the sum of the “fair value” of the assets of the Borrower and its Subsidiaries on a consolidated basis will, as of the date hereof, exceed the sum of all debts (including contingent, subordinated, absolute, fixed, matured or unmatured and liquidated or unliquidated liabilities) of the Borrower and its Subsidiaries, taken as a whole, as of the date hereof. The present fair salable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the (i) total amount of present debts and liabilities (including subordinated and contingent liabilities) of Borrower and its Subsidiaries, on a consolidated basis, and (ii) amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured. The Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the date hereof. Neither the Borrower nor any of its Subsidiaries intends to incur, nor does the Borrower or any of its Subsidiaries believe that they will incur, debts beyond their ability to pay such debts as they mature in the ordinary course of business. Neither the Borrower nor any of its Subsidiaries intends to hinder, delay or defraud either present or future creditors or any other person to which the Borrower or its Subsidiaries are or, on or after the date hereof, will become indebted.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: however , nothing contained herein shall be construed so as to place an obligation upon blizzard entertainment to provide the service beyond the time that world of warcraft is out of publication .

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: The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Credit Party and neither any Lender nor the Issuing Bank may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Credit Party) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: tax return. We have jurisdiction under 28 U.S.C. § 1291. We review de novo, Cement Masons Health & Welfare Trust Fund for No. Calif. v. Stone, 197 F.3d 1003, 1005 (9th Cir.1999), and we affirm. The district court properly concluded that because Danoff did not file his claim for a tax refund within statutory three-year period, the refund claim was untimely under 26 U.S.C. § 6511(b). The district court therefore correctly concluded that it lacked subject matter jurisdiction over DanofPs tax refund action. See Imperial Plan, Inc. v. United States, 95 F.3d 25, 26 (9th Cir.1996) (affirming dismissal for lack of subject matter jurisdiction where taxpayer failed to file a timely administrative tax refund claim under section 6511); Zeier v. United States, 80 F.3d 1360, 1364 (9th Cir.1996) (<HOLDING>). Danoff contends that the IRS should be Options: A. holding that 6511b2a is jurisdictional B. holding that exhaustion is mandatory and jurisdictional C. holding immunity from liability is not jurisdictional D. recognizing that exhaustion is mandatory and jurisdictional E. holding that exhaustion of issues is jurisdictional

assistant: The best answer is A. holding that 6511b2a is jurisdictional
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: Executive agrees, at the Company’s request, to reasonably cooperate, by providing truthful information, documents and testimony, in any Company investigation, litigation, arbitration, or regulatory proceeding regarding events that occur during Executive’s employment with the Company. Executive’s requested cooperation may include, without limitation, making himself reasonably available to consult with the Company’s counsel, providing truthful information and documents, and to appear to give truthful testimony. The Company will, to the extent permitted by applicable law and court rules, reimburse Executive for reasonable out-of-pocket expenses that Executive incurs in providing any requested cooperation, so long as Executive provides advance written notice to the Company of Executive’s request for reimbursement and provide satisfactory documentation of the expenses. Nothing in this Section is intended to, and this Section shall not, preclude or limit Executive’s preserved rights described in Section 18 below .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (including the Guarantee set forth on the signature pages hereto), the Confidentiality Agreement, the Other PSAs, the Closing Documents, the Closing Documents (as defined in each of the Other PSAs) and the Exhibits and Schedules to each of the foregoing, collectively, contain all of the terms agreed upon between the parties hereto with respect to the subject matter hereof, and all understandings and agreements heretofore had or made among the parties hereto are merged in this Agreement which alone fully and completely expresses the agreement of 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 case excerpt and choose the best holding from the options. Case excerpt: that purpose. Accordingly, we AFFIRM. IT IS SO ORDERED. * This order and judgment is not binding precedent except under the doctrines of law of the case, res judicata, and collateral estoppel. It may be cited, however, for its persuasive value consistent with Fed. R.App. P. 32.1 and 10th Cir. R. 32.1. 1 . We summarize the pertinent evidence offered at the suppression hearing in the light most favorable to the government. See United States v. Carter, 511 F.3d 1264, 1267 (10th Cir.2008) (“In reviewing a district court's denial of a motion to suppress, we view the evidence in the light most favorable to the government....”). 2 . The evidence admitted at trial is summarized in the light most favorable to the government. See United States v. Williams, 403 F.3d 1188, 1194 (10th Cir.2005) (<HOLDING>). 3 . At oral argument, when clarifying which Options: A. holding that in reviewing whether there is sufficient evidence to support a conviction we view the evidence in the light most favorable to the government and draw all reasonable inferences and credibility choices in favor of the jurys verdict B. holding that the evidence is viewed in the light most favorable to the nonmoving party and all doubts are resolved against the moving party C. holding record is viewed in light most favorable to verdict D. holding that in reviewing sufficiency of the evidence claims we view the evidence in the light most favorable to the government and draw all reasonable inferences and credibility choices in favor of the jurys verdict E. holding that when reviewing a challenge to the sufficiency of the evidence all evidence is viewed in the light most favorable to the government

assistant: The best answer is E. holding that when reviewing a challenge to the sufficiency of the evidence all evidence is viewed in the light most favorable to the government
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 successors and permitted assigns of the parties. This Agreement may not be assigned, nor may performance of any duty hereunder be delegated, by either party without the prior written consent of the other; provided, however, the Company may assign this Agreement to any successor to its business, including but not limited to in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or ownership interests of the Company or similar transaction involving the Company or a successor corporation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands, directions and other communications (collectively “notices”) under the provisions of this Agreement or the Note shall be in writing (including telexed communication) unless otherwise expressly permitted hereunder and shall be sent by first-class or first-class express mail, or by telex or email, with confirmation in writing if mailed first-class, in all cases with charges prepaid, and any such properly given notice shall be effective when received. All notices shall be sent to the party in question at the address stated in Section 1.01 or in accordance with the last unrevoked written direction from such party to the other parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Severance Benefits under this Policy for termination of an executive employee's employment upon or within two (2) years after a Change in Control either (i) by the Company other than for Cause or (ii) by the executive employee due to an Adverse Change in Status shall be governed by Section III.B(2) of this Policy.

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 legal provision and list the applicable contract clause categories. Provision: The PRSUs are intended to align your long-term interests with the long-term interests of the Company. If you engage in certain activities discussed below, either during employment with the Company or after such employment terminates for any reason, the Company may terminate any outstanding, unexpired or unpaid PRSUs (“Termination”), rescind any payment or delivery pursuant to the PRSUs (“Rescission”) or recapture any cash or any Common Stock or proceeds from your sale of Common Stock acquired pursuant to the PRSUs (“Recapture”), as more fully described below and to the extent permitted by applicable law. For purposes of this Section 27, Competitive Organization or Business is defined as those corporations, institutions, individuals, or other entities identified by the Company as competitive or working to become competitive in the Company’s most recently filed annual report on Form 10-K.

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: Borrower shall take all actions necessary to cause all representations and warranties by Borrower in the Loan Documents to be true at all times while this Agreement remains in effect (unless such representation or warranty pertains to an earlier period of time).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications under this Agreement shall be properly given only if made in writing and mailed by certified mail, return receipt requested, postage prepaid, or delivered by hand (including messenger or recognized delivery, courier or air express service) to the party at the address set forth in this section 9.1 or such other address as such party may designate by notice to the other party. Such notices and other communications shall be effective on the date of receipt (evidenced by the certified mail receipt) if mailed or on the date of such hand delivery if hand delivered. If any such notice or other communication is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice or other communication shall be effective on the date delivery is attempted. Any notice or other communication under this Agreement may be given on behalf of a party by the attorney for such party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Ensure that all facilities, cleaning, manufacturing and analytical processes are recorded appropriately and validated as required by cGMP. All Quality Assurance activities shall be the responsibility of Alphatec. Alphatec will routinely assemble and retain, or ensure the assembly and retention of, qualification documents and summary reports pertaining to the Quality Assurance and will provide copies thereof to Globus as reasonably requested.

assistant: Records
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: Notify Lender in writing promptly of any of the following that affects any Borrower: (a) the threat or commencement of any lawsuit, proceeding or investigation; (b) any pending or threatened labor dispute, strike or walkout; (c) any default under or termination of a material contract, License or other agreement; (d) the existence any Event of Default; (e) any judgment in any amount; (f) any violation or asserted violation of any applicable law (including ERISA, FLSA, or any federal, state or local environmental laws); (h) any environmental contamination or pollution by such Borrower or on any Property owned, leased or occupied by Borrower; or receipt of any notice of violation of any environmental law; (i) the occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Borrower’s independent accountants; or (k) any opening of a new office or place of business, at least 30 days prior to such opening.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The validity, performance, construction, and effect of this Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of laws principles. In the event a judicial proceeding is necessary, the sole forum for resolving such disputes shall be the state court system of Delaware or the United States District Court of Delaware and all related appellate courts. The Parties hereby consent to the jurisdiction of such courts, and agree that venue shall be the aforesaid state, county and district. Any process in any action or proceeding commenced in the courts of the State of Delaware or the federal courts therein arising out of any claim, dispute or disagreement may, among other methods, be served upon the Parties by delivering or mailing the same, via registered or certified mail, addressed to the Party’s principal place of business at the address provided herein; any such delivery by mail service shall be deemed to have the same force and effect as personal service.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To further secure the full and timely payment of the Obligations, Grantor hereby grants to Beneficiary, as well as to Trustee on Beneficiary’s behalf, a security interest in all the rights of the lessor and the landlord, and all of Grantor’s other rights, titles and interests, in, to and under any Leases made upon the Property, and all Rents that arise, accrue or are derived from the Property, whether or not pursuant to any future leases or rental agreements.

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: held that, under the consent-once-removed doctrine, an undercover agent or informant in a suspect’s home may signal to agents outside to come in and effectuate an arrest. Id.; United States v. Romero, 452 F.3d 610, 618-19 (6th Cir.2006). But this court has not extended the doctrine to cover reentry after the undercover agent or informant has left the premises, or where there is no intent to effectuate an arrest, and we decline to do so here. The defendants urge us to follow the Seventh Circuit’s line of cases extending the consent-once-removed doctrine to the warrantless entry of backup officers where the undercover agent or informant, who initially entered by consent, exited moments before the backup officers entered. See United States v. Akinsanya, 53 F.3d 852, 855-56 (7th Cir.1995) (<HOLDING>); United States v. Diaz, 814 F.2d 454, 459 (7th Options: A. recognizing affiants averments that informant had assisted police in apprehension of another drug felon in determining reliability of informant B. holding corroborating evidence sufficient that officer drove informant to defendants house saw defendant admit informant and saw informant come out with drugs and defendants voice was identified on audio tape of transaction C. holding that information from confidential informant was reliable and credible where affidavit referred to previous instances in which informant provided correct information to police affiants own investigation and controlled buy of contraband confirmed information and second informant supplied same information to police D. holding that dea agents may enter moments after or at the same time as the informant exited because they were immediately summoned by the informant E. holding that the uncorroborated testimony of an informant may be sufficient to sustain a conviction

assistant: The best answer is D. holding that dea agents may enter moments after or at the same time as the informant exited because they were immediately summoned by the informant
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 your Termination of Employment due to death, Disability or Retirement before the Vesting Date, the Measurement Period will end on the date your employment is terminated and you will be entitled to the Award without any proration if the performance measures set forth in Section 4 are on track to be satisfied (e.g., on a run rate basis) as of the date of your termination.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09 . Maintain in effect and enforce policies and procedures designed to ensure compliance by Holdings, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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: Rule 9(G)(l)(b)(vi) creates what appears to be an exception to an exception. Again, that rule provides that "[r]ecords of juvenile proceedings as declared confidential by Ind.Code § 31-39-1-2 [are excluded from public access], except those specifically open under statute.” Read literally, that rule states that all court records are public, except those specifically confidential by statute, except those specifically open by statute. It is not clear if the records "specifically open by statute” are the same records that are "accessible to the public” in the first place. See Admin. R. 9. 8 . One may think that our earlier statement that the transcript here is presumptively confidential is obviously true, or at least that it should be obviously true. See In re T.B., 895 N.E.2d at 345-46 (<HOLDING>). But the commentary to Administrative Rule Options: A. holding that section 5601c does not authorize appeals from juvenile courts transferring a child to district court for criminal proceedings under section 5402 of the family code B. recognizing that incidents in which inmates have obtained drugs weapons and other contraband are welldocumented in case law and regularly receive the attention of the news media C. holding that representatives of the news media have the standing to contest a court order restricting public access to legal proceedings D. holding under indiana code section 313262 that the juvenile court erred in releasing the transcript of a confidential proceeding to news media E. holding that access rights of the news media and of the general public are identical in scope

assistant: The best answer is D. holding under indiana code section 313262 that the juvenile court erred in releasing the transcript of a confidential proceeding to news media
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Producers’ counsel acknowledged that netting is rational behavior, but stated that “we contend that the way the statute is written in these types of situations ... you have a problem being a buyer in the ordinary course [if you utilize netting].” The Court finds this contention, in light of established practices in the oil and gas industry, to be an untenable proposition. The Downstream Purchasers bought and sold oil and gas on credit with the Debtors agreeing to pay the following month. Although the Downstream Purchasers did not pay for the oil on the sale date, they gave “new value” in the form of a promise to pay, increasing the Debtors’ accounts receivable. This increase in accounts receivable is considered “new value.” See In re Black Diamond Mining Co., 2011 WL 6202905, at *24 (<HOLDING>). Additionally, payment in the form of oil is Options: A. holding that plaintiff could not be asked to accept an increase in the contributory negligence percentage and thus a decrease in the judgment as the price of avoiding a new trial B. holding that dalessio did not justify removal where the gravamen of plaintiffs complaint was that defendants made materially false statements to them in a manner prohibited by new york law and in violation of duties created by new york law and no construction or interpretation of federal law was required C. holding that new value was created in the form of an increase in accounts receivable D. holding that documents that are created in the ordinary course of business or would have been created irrespective of litigation are not protected by the work product doctrine E. holding the application of change in law regarding the timetable for being eligible for parole board hearings was not an increase in punishment violative of the ex post facto clause

assistant: The best answer is C. holding that new value was created in the form of an increase in accounts receivable
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: as constitutional “property” if the person can be deemed “entitled” to them. 2 Donald D. Rotunda & John E. Nowak, Treatise on Constitutional Law: Substance and Procedure § 17.5, at 628 (2d ed. 1992). Applying these principles, we find no merit in Harrell’s claim that the Board’s failure to provide him a hearing before suspending him violated due process. He was suspended on January 17, 1990, and he continued to receive his salary until his employment ceased after the hearing on March 12, 1990. His contract and Section 22-10-17 (establishing standards and procedures for discharge of certified school employees) afforded him only the right to be fully compensated; he had no right to occupy the office of superintendent. See Royster v. Board of Trustees, 774 F.2d 618, 621 (4th Cir.1985) (<HOLDING>), cert. denied, 475 U.S. 1121, 106 S.Ct. 1638, Options: A. holding in an employment discrimination case that the continued employment of the plaintiffs rival in a position previously held by the plaintiff did not constitute a systemic violation B. holding that former municipal judge did not have property interest in continued employment C. holding that property interest in continued expectation of public employment does not include right to actually occupy position D. holding that faa does not occupy entire field of arbitration E. holding that the defendant did not deprive the plaintiff of a property interest in his continued employment because the plaintiff voluntarily resigned when he refused to report to work after being transferred to a new position

assistant: The best answer is C. holding that property interest in continued expectation of public employment does not include right to actually occupy position
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a clear duty to act; and (3) no other adequate remedy [is] available.” Id. (quotation marks omitted). The Declaratory Judgment Act “does not, of itself, confer jurisdiction upon federal courts.” Stuart Weitzman, LLC v. Microcomputer Res., Inc., 542 F.3d 859, 861-62 (11th Cir.2008). It is “an enabling Act, which confers a discretion on the courts rather than an absolute right upon the litigant.” Wilton v. Seven Falls Co., 515 U.S. 277, 287, 115 S.Ct. 2137, 2143, 132 L.Ed.2d 214 (1995) (quotation marks omitted). “[T]he Act permits a party to apply to a federal court for a dec violated by the USCIS’s failure to record the approval of his application “in and about 2005-2006” also does not create jurisdiction in the district court. See Estrada v. Holder, 604 F.3d 402, 407-08 (7th Cir.2010) (<HOLDING>). Finally, the Declaratory Judgment Act does Options: A. holding that the district court lacked jurisdiction under the apa and the due process clause over an aliens procedural challenge to the recission of his permanent resident status because the issue was reviewable in his pending removal proceedings B. holding the district court did not have jurisdiction to review denial of adjustment of status where removal proceedings are pending C. holding that under permanent rules of hrira the court of appeals lacks jurisdiction over claims of aliens ordered deported for crimes listed in ina and holding that district courts retain habeas jurisdiction over deportation orders of criminal aliens D. holding that a district court did not err in concluding that the defendant was not entitled to a downward departure due to his status as an alien subject to removal E. holding that a district court lacks subject matter jurisdiction under the apa to review the denial of an aliens application for adjustment of status where the alien is in removal proceedings

assistant: The best answer is A. holding that the district court lacked jurisdiction under the apa and the due process clause over an aliens procedural challenge to the recission of his permanent resident status because the issue was reviewable in his pending removal proceedings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required or permitted hereunder shall be given, (a) with respect to the Guarantor, at the address indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the Administrative Agent or any other Secured Party, at the Administrative Agent’s address indicated in Schedule 10.02 of the Credit Agreement. All such addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section 10.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Subscriber agrees that, notwithstanding the place where this Agreement may be executed by any of the parties hereto, all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws. The Subscriber hereby irrevocably agrees that any suit, action, or proceeding with respect to this Agreement and any or all transactions relating hereto shall be brought in the local courts in New Castle County, Delaware or in the U.S. District Court for the District of Delaware, as the case may be.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: attack could establish such a violation. Obviously, if the record in any given case indicated that, irrespective of any statistics, the death sentence was the product of passion, prejudice or any other arbitrary factor incident to that particular trial, there would be a violation of § 53a-46b (b) (1). We conclude only that, subject to the requirement that the defendant make his statistical challenge at trial, § 53a-46b (b) (1) provides an appropriate statutory vehicle for his statistical claim on appeal. 21 We do not decide whether, as a matter of state law, all other criminal defendants may raise the type of claim under consideration here in a habeas corpus petition when the claim was not raised at trial in the first instance. Cf. Summerville v. Warden, supra, 229 Conn. 421-22 (<HOLDING>). We merely decide that this defendant and any Options: A. recognizing exception to cause and prejudice standard governing procedural defaults for claims of factual innocence B. recognizing the public interest exception C. recognizing the rule and the exception but holding facts did not support claim to exception D. recognizing such an exception E. recognizing exception

assistant: The best answer is A. recognizing exception to cause and prejudice standard governing procedural defaults for claims of factual innocence
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 HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15 .

assistant: Waiver Of Jury Trials
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 government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, or in connection with, the transaction contemplated by this Agreement or any other agreement or instrument executed in connection herewith, or for the performance by it or its obligations under this Agreement and such other agreements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Purchaser has to its and its CEO’s knowledge good and marketable title to all the Assets, free and clear of any liens, mortgages, pledges, security interests, and other encumbrances of any kind. Furthermore, items listed in Exhibit A include no assets owned by Socialmetrix LLC.

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: The execution, delivery and performance by the Asset Representations Reviewer of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or other agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the properties or assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or other agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or any order, rule or regulation of a federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

assistant: No Conflicts
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 shall reimburse Executive for all reasonable out-of-pocket business and travel expenses incurred in connection with the performance of Executive’s duties or professional activities on behalf of the Company in accordance with the Company’s reimbursement policies.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the defendant’s insurance if such evidence has some independent probative value. In this case, Nevarez denied that he or his vehicle were involved in the accident. Thus, one of the primary issues for the jury’s determination was the identification of the driver and the owner of the vehicle which allegedly caused injury to Friskney. Accordingly, the insurance information, as well as the defendant’s name, address, and driver’s license number, was relevant to the jury’s determination of the driver’s identity. We find no error in the trial judge’s decision to allow the jury to learn the name of the defendant’s insurer and policy number as that was the only information Friskney could not have otherwise obtained from public records. See Carlton v. Johns, 194 So.2d 670 (Fla. 4th DCA 1967) (<HOLDING>); Seminole Shell Co. v. Clearwater Flying Co., Options: A. holding that the proceeds of a liability insurance policy were not property of the estate B. holding that circumstantial evidence may create a fact issue if from the evidence a reasonable person could conclude that the existence of the ultimate fact in dispute is more reasonable than its nonexistence C. holding that motion to dismiss should not be granted unless the moving party has established that there is no material issue of fact to resolve and that it is entitled to judgment in its favor as a matter of law D. holding that the insureds liability has been established by the settlement and the insurer may not later relitigate the issue E. recognizing that the fact that a defendant has liability insurance can be established at trial where the issue of ownership is in dispute

assistant: The best answer is E. recognizing that the fact that a defendant has liability insurance can be established at trial where the issue of ownership is in dispute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower will maintain in force property and casualty insurance on all Collateral and any other property of Borrower, if any, against risks customarily insured against by companies engaged in businesses similar to that of Borrower containing such terms and written by such companies as may be satisfactory to the Bank, such insurance to be payable to the Bank as its interest may appear in the event of loss and to name the Bank as insured pursuant to a standard loss payee clause; no loss shall be adjusted thereunder without the Bank’s approval; and all such policies shall provide that they may not be canceled without first giving at least Thirty (30) days written notice of cancellation to the Bank. Borrower will also maintain liability insurance containing such terms and written by such companies as may be satisfactory to the Bank, with the Bank to be named as an additional insured under such policies. In the event that Borrower fails to provide evidence of such insurance, the Bank may, at its option, secure such insurance and charge the cost thereof to the Borrower. At the option of the Bank, all insurance proceeds received from any loss or damage to any of the Collateral shall be applied either to the replacement or repair thereof or as a payment on account of the Obligations. From and after the occurrence of an Event of Default, the Bank is authorized to cancel any insurance maintained hereunder and apply any returned or unearned premiums, all of which are hereby assigned to the Bank, as a payment on account of the Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the United States, the merits of his case would have resulted in a discretionary waiver under the statutory predecessor to 8 U.S.C. § 1182(c). The Attorney General held that the authority to grant such relief was not required to be exercised "at the precise time of readmission” but that a "later, corrective exercise” — described as nunc pro tunc —was proper. 14 . The court relied on the equal protection aspect of the Fifth Amendment, citing Johnson v. Robison, 415 U.S. 361, 94 S.Ct. 1160, 1164 n. 4, 39 L.Ed.2d 389 (1974), which stated that "if a classification would be invalid under the Equal Protection Clause of the Fourteenth Amendment, it is also inconsistent with the due process requirement of the Fifth Amendment.” 15 . But see Vargas v. Reno, 966 F.Supp. 1537, 1546 (S.D.Cal.1997) (<HOLDING>); Jurado-Gutierrez v. Greene, 977 F.Supp. 1089, Options: A. recognizing that time place and manner restrictions must be content neutral B. holding that the failure to notify aliens counsel of an order to appear for deportation violated the aliens statutory right to counsel C. holding that section 440d was facially neutral and intended to apply both to excludable and deporlable aliens D. holding that an aliens express waiver of his right to appeal to the bia deprives this court of jurisdiction to consider the aliens subsequent petition for review E. holding that amendments to procedure apply to both pending and future matters

assistant: The best answer is C. holding that section 440d was facially neutral and intended to apply both to excludable and deporlable aliens
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, those documents expressly referred to herein (including the Subscription Agreement and the Advisory Agreement) and the other documents of even date herewith, embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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: §§ 952 and 960; one count of conspiracy to distribute marijuana in violation of 21 U.S.C. § 841(a)(1); three counts of importation of marijuana in violation of 21 U.S.C. §§ 952, 960 and 18 U.S.C. § 2; and three counts of possession with intent to distribute marijuana in violation of 21 U.S.C. § 841(a)(1) and 18 U.S.C. § 2. We have jurisdiction pursuant to 28 U.S.C. § 1291, and we affirm. Villareal-Rodriguez’s contention based on Apprendi v. New Jersey, 530 U.S. 466, 120 S.Ct. 2348, 147 L.Ed.2d 435 (2000), lacks merit because his sentence of 120 months imprisonment is below the 30 year statutory maximum he would have faced pursuant to 21 U.S.C. § 841(b)(1)(C), for his stipulation to 91 kilograms of marijuana. See United States v. Mendozar-Paz, 286 F.3d 1104, 1110-11 (9th Cir.2002) (<HOLDING>)- Next, Villareal-Rodriguez contends that the Options: A. holding any fact other than a prior conviction that increases the maximum penalty beyond the prescribed statutory maximum must be submitted to the jury and proved beyond a reasonable doubt B. holding that any fact that increases the penalty for a crime beyond the prescribed statutory maximum must be submitted to a jury and proved beyond a reasonable doubt C. holding that where the indictment charged drug quantity but drug quantity was not submitted to the jury the district court erred in using drug quantity to increase the penalty beyond the twentyyear maximum of 841b1c D. holding that since drug quantity did not increase the penalty beyond the prescribed statutory maximum apprendi did not require this fact to be determined by the jury E. holding apprendi inapplicable in heroin trafficking prosecution even though drug quantity not determined by the jury because district court sentenced defendant within the statutory maximum

assistant: The best answer is D. holding that since drug quantity did not increase the penalty beyond the prescribed statutory maximum apprendi did not require this fact to be determined by the jury