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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge that zynga is not required to provide a refund for any reason , and that you will not receive money or other compensation for unused virtual items when an account is closed , whether such closure was voluntary or involuntary , or whether you made a payment through zynga.com or another platform such as apple , google , facebook , or any other sites or platforms where we offer our services .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a defendant's waiver of rights, we will look to the totality of the cireumstances to ensure that a defendant's self-incriminating statement was not induced by violence, threats, or other improper influences that overcame the defendant's free will. Crain, 736 N.E.2d at 1230. The State bears the burden of proving beyond a reasonable doubt that the defendant voluntarily waived his rights. Pruitt v. State, 834 N.E.2d 90, 114-115 (Ind.2005), reh'g denied, cert. denied, 548 U.S. 910, 126 S.Ct. 2936, 165 L.Ed.2d 962 (2006). To the extent that Banks argued in his motion to suppress that his confession was not voluntary, we observe that Article 1, Section 14 of the Indiana Constitution provides that "[nlo person, in any criminal prosecution, shall be compelled to testify against 3) (<HOLDING>). Standard indicators for voluntariness include Options: A. holding that trial judges determination of the admissibility of a confession is based on whether the confession was voluntarily given B. holding that the reasonableness inquiry is based upon the totality of the circumstances in determining whether or not a search was reasonable C. holding that the admissibility of expert testimony was governed by state law D. holding that admissibility of a confession is governed by determining from the totality of the circumstances whether or not it was made voluntarily E. holding that the admissibility of a state ment is controlled by determining from the totality of the cireumstances whether it was made voluntarily and not induced by violence threats or other improper influences that overcame the defendants free will

assistant: The best answer is D. holding that admissibility of a confession is governed by determining from the totality of the circumstances whether or not it was made voluntarily
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: Maker and any endorsers and guarantors of this Note, and all others who may become liable for all or any part of the obligations evidenced by this Note, severally waive presentment for payment, protest, notice of protest, dishonor, notice of dishonor, demand, notice of non-payment, and the benefit of all statutes, ordinances, judicial rulings, and other legal principles of any kind, now or hereafter enacted or in force, affording any right of cure or any right to a stay of execution or extension of time for payment or exempting any property of such person from levy and sale upon execution of any judgment obtained by the holder in respect of this Note.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on the job.” Gillespie v. Washington, 395 A.2d 18, 20 (D.C.1978) (citing Black Indus., Inc. v. EMCO Helicopters, Inc., 19 Wash.App. 697, 577 P.2d 610 (1978), and Maltman v. Sauer, 84 Wash.2d 975, 530 P.2d 254 (1975) (en banc)). The policy behind this rule is that “the professional rescuer is held to have assumed the risks attending his [or her] work. 'Those dangers which are inherent in professional rescue activity, and therefore foreseeable, are willingly submitted to by the professional rescuer when he [or she] accepts the position and the remuneration inextricably connected therewith.' ” Id. (quoting Maltman, supra, 530 P.2d at 257; citing Spencer v. B.P. John Furniture Corp., 255 Or. 359, 467 P.2d 429 (1970)). See also Young v. Sherwin-Williams Co., 569 A.2d 1173, 1175 (D.C.1990) (<HOLDING>). It is an open question in this jurisdiction, Options: A. holding that the worsening test was met where a fateful error of a coast guard message center lulled a wouldbe rescuer into believing a fishing vessel was safe B. holding that where the employment of the injured employees was the occasion of the injury the injuries arose out of employment C. holding that defendants were not prejudiced by amendments to an employment discrimination claim because the original claim gave notice of the nature of the case D. recognizing that an injury arises out of the employment relationship if it can be traced to the nature of employment or the workplace environment E. holding that professional rescuer assumes the inherently risky nature of the employment

assistant: The best answer is E. holding that professional rescuer assumes the inherently risky nature of the employment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts and by facsimile, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if any other provision of section 15 is found to be illegal or unenforceable , that provision will be severed but the rest of section 15 still applies .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to treat similarly situated people alike. City of Cleburne, Tex. v. Cleburne Living Ctr., 473 U.S. 432, 439, 105 S.Ct. 3249, 3254, 87 L.Ed.2d 313 (1985). To establish such a claim, a prisoner can allege that: “(1) he is similarly situated with other prisoners who received more favorable treatment; and (2) his discriminatory treatment was based on some constitutionally protected interest, such as race.” Jones v. Ray, 279 F.3d 944, 946-47 (11th Cir.2001) (internal quotations omitted); Damiano v. Fla. Parole & Prob. Comm’n, 785 F.2d 929, 932-33 (11th Cir.1986). If a suspect classification, such as race, or a fundamental right is implicated, a court must apply strict scrutiny to that claim. See Johnson v. California, 543 U.S. 499, 506-07, 125 S.Ct. 1141, 1147, 160 L.Ed.2d 949 (2005) (<HOLDING>). There is no fundamental right implicated, Options: A. holding that the appropriate standard of review is abuse of discretion B. holding that strict scrutiny is the appropriate standard of review for racial classifications even in the prison context C. holding that strict scrutiny applies D. holding that turner did not cast doubt on the courts previous holding that strict scrutiny applies to racial classifications in prisons E. holding that appropriate standard of review regarding campaign finance disclosure laws is intermediate not strict scrutiny

assistant: The best answer is B. holding that strict scrutiny is the appropriate standard of review for racial classifications even in the prison context
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 case. We review the BIA’s denial of a motion to reopen for abuse of discretion. Ali v. Gonzales, 448 F.3d 515, 517 (2d Cir.2006). “An abuse of discretion may be found ... where the [BIA’s] decision provides no rational explanation, inexplicably departs from established policies, is devoid of any reasoning, or contains only summary or conclusory statements; that is to say, where the Board has acted in an arbitrary or capricious manner.” Ke Zhen Zhao v. U.S. Dep’t of Justice, 265 F.3d 83, 93 (2d Cir.2001) (internal citations omitted). We conclude that the BIA did not abuse its discretion in denying Lin’s motion to reopen where he failed to demonstrate that he was prejudiced by his former counsels’ purportedly ineffective assistance. See Rabiu v. INS, 41 F.3d 879, 882-83 (2d Cir.1994) (<HOLDING>). Indeed, Lin was not prejudiced by his first Options: A. holding that an alien must establish that he was prejudiced by the alleged error in order to prevail on a due process claim B. recognizing that defendant must show 1 that counsels performance was deficient and 2 that counsels errors prejudiced the defense C. recognizing that in order to prevail on a claim of ineffective assistance of counsel a movant must show that he was prejudiced by his counsels performance D. holding that ineffective assistance of counsel constitutes cause for procedural default only if counsels performance was constitutionally ineffective E. recognizing a constitutional claim for ineffective assistance of counsel

assistant: The best answer is C. recognizing that in order to prevail on a claim of ineffective assistance of counsel a movant must show that he was prejudiced by his counsels performance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of each of Mondelēz International, the other Borrowers, the Administrative Agent and each Lender and their respective successors and assigns, except that neither Mondelēz International nor any other Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of each of the Lenders.

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: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission or by electronic mail in “portable document format” form shall have the same effect as physical delivery of the paper document bearing the original signature.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower hereby affirms to Agent and the Lenders on the Effective Date that no Default or Event of Default has occurred and is continuing as of such date, after giving effect to this Amendment, the MSD Credit Agreement Amendment, the Solus Credit Agreement Amendment, the 2017 Notes Indenture and the Intercreditor Agreement.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be interpreted in accordance with the laws of the State of California (except their provisions governing the choice of law). The Company and the Executive agree to file any claims, complaints or actions, whether in law or equity, arising out of the Executive’ s employment with the Company with the federal courts of competent jurisdiction located in San Francisco, California, and the state courts of competent jurisdiction located in San Mateo County, State of California only, and such courts shall have exclusive jurisdiction of any such matters. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the “ Law ”), then such provision shall be curtailed or limited only to the minimum extent necessary to bring such provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, including via facsimile transmission or other electronic transmission capable of authentication, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same agreement. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if after a good faith effort to negotiate one of us feels the dispute has not and can not be resolved informally , the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made in this Agreement or any other Loan Document will survive the execution and delivery of this Agreement, and no investigation by Credit Parties or any closing will affect the representations and warranties or the right of Credit Parties to rely upon them.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 13.5 you agree that any claim or cause of action relating to airbnb 's facilitation of collection and remittance of occupancy taxes shall not extend to any supplier or vendor that may be used by airbnb in connection with facilitation of collection and remittance , if any .

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: This Agreement shall terminate (the “ Expiration Time ”) upon the earlier to occur of (a) the favorable vote of the Green shareholders with respect to the approval of the Merger Agreement, (b) the Effective Time, (c) the date of termination of the Merger Agreement in accordance with its terms, and (d) any Material Merger Agreement Change; provided , that the provisions of ARTICLE V shall survive any termination of this Agreement. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit either party of liability for fraud, or willful or intentional breach of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: record, we conclude that there was no substantial, competent evidence to support the trial court’s finding that the former husband had the ability to pay the full amount of the previously ordered support and arrearages and willfully refused to pay the same. See Larsen v. Larsen, 854 So.2d 293 (Fla. 4th DCA 2003) (reversing trial court’s order finding former husband in contempt for failing to pay child support because the order was not supported by substantial competent evidence of his ability to pay). Further, we reverse that portion of the order requiring an additional $200 per month in child support until the arrearages are paid as an abuse of discretion since that would make his court-ordered obligations exceed his income. See Butchart v. Butchart, 469 So.2d 965 (Fla. 4th DCA 1985) (<HOLDING>). Accordingly, we reverse the order finding the Options: A. recognizing that questions of changed conditions and the amount of child support must be resolved on the particular facts of each case B. holding the amount imposed to reduce child support arrearages must be reasonable C. holding that child support arrearages may not be included in a chapter 13 plan D. holding that where payments are made on past due support they must first be applied to current child support installments due then to accrued and outstanding interest on delinquent child support obligations and finally to the principal amount due on unpaid child support E. recognizing that child support arrearages are imposable by law from the date of a childs birth

assistant: The best answer is B. holding the amount imposed to reduce child support arrearages must be reasonable
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: Formal proceedings can only be commenced after a finding by the commission of substantial evidence to support the charges. See § 8 — 16—4(c). We are of the opinion that these procedures ensure expeditious review of complaints of judicial misconduct while safeguarding the rights of judges and their judicial independence. Furthermore, unlike many quasi-judicial bodies, the commission’s role is restricted to making recommendations to this Court. Upon a finding of judicial misconduct, it is the responsibility of the commission to recommend a sanction including, but not limited to, censure, suspension, or removal from office. See § 8-16-4(e). We have steadfastly held that the authority of this Court to discipline judges is plenary and exclusive. See In re Lallo, 768 A.2d 921, 925 (R.I.2001) (<HOLDING>) (citing In the Matter of Almeida, 611 A.2d Options: A. holding that the court of appeals lacks the authority to overrule decisions of the supreme court of north carolina and has a responsibility to follow those decisions until otherwise ordered by the supreme court B. holding that the authority of the supreme court to discipline judges and members of the bar is plenary C. holding that the punitive provisions of the delaware consumer fraud act were not applicable to attorney conduct occurring within the practice of law given the state supreme courts inherent constitutional and statutory authority to discipline members of the state bar noting the lack of consensus in different jurisdictions as to the applicability of state consumer fraud acts to attorney conduct D. recognizing right of this court to regulate and discipline members of the bar E. holding that district court opinion which cites controlling authority that is pending review in florida supreme court allows supreme court to exercise jurisdiction

assistant: The best answer is B. holding that the authority of the supreme court to discipline judges and members of the bar is plenary
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 with respect to the material terms and conditions of the transactions contemplated by the Offering Materials, the Company confirms that neither it nor any other person acting on its behalf has provided the Subscriber or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Subscriber will rely on the foregoing representation in effecting transactions in securities of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The captions to the several Articles and Sections of this Agreement are not a part of this Agreement, but are included for convenience of reference and shall not affect its meaning or interpretation. In this Agreement: (a) the word “including” shall be deemed to be followed by the phrase “without limitation” or like expression; (b) the singular shall include the plural and vice versa; (c) masculine, feminine and neuter pronouns and expressions shall be interchangeable and (d) the word “promptly”, unless otherwise specified, means within two (2) business days. All references to a “business day” or “business days” in this Agreement means any day other than a day which is a Saturday, a Sunday or any day banks are authorized or required to be closed in Mumbai, India or New York, New York. Each accounting term used herein that is not specifically defined herein shall have the meaning given to it under GAAP.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Separation Agreement and the Ancillary Agreements (as defined in the Separation Agreement), together with all exhibits and schedules hereto and thereto constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.

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: Prior to Closing, Purchaser will use its commercially reasonable efforts to keep confidential all information relating to the terms of this Agreement, all information relating to Seller, and all financial statements, drawings, designs, customer and supplier lists by Purchaser (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any governmental authority or disclosed pursuant to Applicable Law, order, subpoena or demand of any Governmental Authority (including any disclosure required of Purchaser’s parent company pursuant to applicable securities laws) or as is necessary to be disclosed to lessors, lenders, Governmental Authorities, Purchaser and Purchaser’s employees and third parties in order to consummate this transaction).

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 legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Notwithstanding anything to the contrary contained herein, the provisions of Section 11.18(b) , Section 11.18(c) , Section 11.18(d) and Section 11.19 of the Existing Credit Agreement are incorporated by reference herein, mutatis mutandis .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The first two sentences of Section 14 are replaced in their entirety to read as follows: “Depending on applicable tax rules, the Employee may recognize income for income tax purposes upon the grant, vesting, exercise or settlement of the awards covered by this Agreement, and the Employee shall be subject to tax and tax withholdings as appropriate.” References in Section 14 to Federal income tax and Federal Insurance Contribution Act taxes shall be understood as references to the comparable taxes in the jurisdiction in which the Employee is employed.

assistant: Taxes
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 Employee hereby specifically covenants and agrees that the Employee will not initiate, or cause to be initiated, any action or cause of action against the Company or any of the other Released Parties in the future asserting any claim covered by this Agreement. The Employee further agrees to indemnify the Company and all other Released Parties for any of the Company’s or other Released Parties’ legal fees, costs, and expenses associated therewith, on account of the Employee bringing or allowing to be brought on the Employee’s behalf any legal action based directly or indirectly upon the claims covered by this Agreement. In addition, the Employee agrees not to voluntarily aid, assist or cooperate with any claimant or plaintiff or their attorneys or agents in any claim or lawsuit commenced against the Released Parties.

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: was first introduced prior to his taking the stand, Valentine took the stand and presented testimony that he was silent when told he was under arrest for murder. Because Valentine testified to his own silence, neither Doyle nor Fletcher clearly applies to these facts. We conclude that the state court decision is not contrary to Supreme Court law, and consider whether the state court’s application of clearly established law was objectively unreasonable. Circuit court precedent is relevant only to the extent that it “illuminates the application of clearly established law.” Casey v. Moore, 386 F.3d 896, 907 (9th Cir.2004). In this case, circuit court precedent reveals a divergence of opinion in cases addressing this issue. Compare United States v. Moore, 104 F.3d 377, 385 (D.C.Cir.1997) (<HOLDING>); United States v. Whitehead, 200 F.3d 634, 638 Options: A. holding that the government may comment on a defendants prearrest premiranda silence as well as his postarrest pr emiranda silence B. holding that the admission of a defendants postarrest premiranda silence in the prosecutions caseinchief violates the fifth amendment because the defendant was in custody C. holding that substantive use of prearrest silence is contrary to fifth amendment D. holding that introduction of defendants premiranda custodial silence is violation of fifth amendment E. holding fifth amendment prohibits comment on accuseds silence during police custodial interrogation

assistant: The best answer is D. holding that introduction of defendants premiranda custodial silence is violation of fifth 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 case excerpt and choose the best holding from the options. Case excerpt: not precluding the possibility of a provider’s establishing the criteria of § 413.80(e) by alternative means ... [t]his would not, however, justify [the court] refusing to accept the Secretary’s [must-bill policy].”). It is well established that courts “may not set aside the agency’s interpretation merely because another interpretation was possible and seems better, so long as the agency’s interpretation is within the range of reasonable meanings that the words of the regulation admit.” Psychiatric Institute of D.C. v. Schweiker, 669 F.2d 812, 814 (D.C.Cir.1981). 2. The Must-Bill Policy Is Not New Plaintiffs argue that the Administrator’s Decision is arbitrary and capricious because it is based on a policy that cannot be found in the Medicare Act, the Medicare regulation governing r ) (<HOLDING>). 3. The Must-Bill Requirement Did Not Require Options: A. holding that the mustbill policy is a reasonable implementation of the reimbursement system and consistent with the governing statute and regulations B. holding that a phrase should be interpreted consistent with the context of the statute in which it is contained C. holding that the implementation of a policy that violated a consent decree could give rise to contempt proceedings D. recognizing that the sentence imposed should be consistent with the protection of the public E. holding that a medicare provider was responsible for familiarizing itself with the legal requirements of cost reimbursement and obtaining an agency interpretation of the applicable regulations

assistant: The best answer is A. holding that the mustbill policy is a reasonable implementation of the reimbursement system and consistent with the governing statute and regulations
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 with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 823. The Court further explained: “However, so far as said cases rule, even though dicta, that a railroad corporation may not, upon a valuable consideration, by agreement and purchase and by a deed in fee, take the fee in land so purchased, they are overruled.” 43 S.W.2d at 823 (emphasis added). Coates, therefore, does not “recognize” the existence of the rule that plaintiffs discern in the original Chouteau decision. Rather, Coates makes plain that the law was never to that effect. Instead, a railroad could obtain fee title via deed so long as there was no language limiting the interest conveyed and upon a showing of valuable consideration. 43 5. W.2d at 823 (finding that series of deeds dated between 1868 and 1876 conveyed fee title to railroads); see also Hubbert, 58 Fed. Cl. at 616 (<HOLDING>); Bayless v. Gonz, 684 S.W.2d 512, 513 Options: A. holding that deeds dated 1884 conveyed fee title to railroad because granted for valuable consideration and without limiting language B. holding that attorneys fee statute using shall language is not discretionary C. holding transfer of capital accounts from a limited partnership to a llc was valuable consideration for purposes of imposing state real estate transfer fee because the members received new rights and privileges D. holding transfer of legal title to property as a capital contribution to llc was in exchange for valuable consideration and constituted a sale of the property E. holding that where a contract for legal services fails to expressly provide for the amount of the fee a reasonable fee is implied

assistant: The best answer is A. holding that deeds dated 1884 conveyed fee title to railroad because granted for valuable consideration and without limiting language
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Event of Default hereunder referring to this Agreement describing such Event of Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

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 of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: be heard is fundamental, and Rapoport has been denied this right. For the above reasons, I dissent. QUINCE, J., concurs. 6 . See, e.g., Florida Bar v. Fredericks, 731 So.2d 1249, 1254 (Fla.1999) ("Accordingly, because Fredericks was made aware of the conduct alleged by the Bar to be unethical and had the opportunity to be heard as to this conduct, there was no violation of due process.”); Florida Bar v. Rubin, 709 So.2d 1361, 1363 (Fla.1998) ("Prior to being found guilty of the charges at issue here, Rubin was afforded appropriate notice and a full opportunity to be heard during the final hearing before the referee. This was sufficient to satisfy the demands of due process.”); see also Zauderer v. Office of Disciplinary Counsel, 471 U.S. 626, 655, 105 S.Ct. 2265, 85 L.Ed.2d 652 (1985) (<HOLDING>); In re McKay, 280 Ala. 174, 191 So.2d 1, 5 Options: A. holding that where appellant was put on notice of disciplinary charges against him and was afforded opportunity to respond to boards recommendation demands of due process were satisfied B. holding that attorney received due process where circuit court afforded attorney notice and opportunity to be heard before suspending him and later disbarring him C. holding that due process requires notice and an opportunity to respond before imposition of rule 11 sanctions D. holding that a mother in a child protection proceeding was afforded due process when she had notice of a hearing was represented by counsel and was given the opportunity to rebut evidence E. holding that lack of notice of charges in disciplinary proceedings violates the due process clause

assistant: The best answer is A. holding that where appellant was put on notice of disciplinary charges against him and was afforded opportunity to respond to boards recommendation demands of due process were satisfied
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver of any provision of this Agreement shall be binding unless executed in writing by the party making the waiver. The waiver by either party of a breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: includes “several transactions or occur rences, any of which could constitute one of the acts proscribed by the charged statutes.” United States v. Beros, 883 F.2d 455, 460-61 (3d Cir.1987). The Beros court noted that “just as the sixth amendment requires jury unanimity in federal criminal cases on each delineated offense that it finds a defendant culpable ... it must also require unanimity regarding the specific act or acts which constitutes that offense. Absent such certainty, the unanimity requirement would provide too little protection in too many instances.” Id. at 461. The Seventh Circuit came to the same conclusion in a case very similar to Holley. See United States v. Fawley, 137 F.3d 458, 471 (7th Cir.1998). But see United States v. Margiotta, 646 F.2d 729, 733 (2d Cir.1981) (<HOLDING>). The risks of serious unfairness presented by Options: A. holding that when two underlying offenses are charged in an indictment for capital murder the state need only prove one of the two offenses to support the conviction B. holding that only one offense should have been charged when four separate packages of the same drug were found C. recognizing that delay in indictment may sometimes be a basis for a sentencing departure but holding that district court erred when it decreased sentence based on a delay in an indictment where the offenses were separate crimes distinct in time place and victims D. holding that the policy considerations behind the unanimity requirement suggest that a single count of an indictment should not be found impermissibly duplicitous whenever it contains several allegations that could have been stated as separate offenses but only when the failure to do so risks unfairness to the defendant E. holding unanimity requirement not violated when charge stated two separate counts with two separate and distinct offenses in each case

assistant: The best answer is D. holding that the policy considerations behind the unanimity requirement suggest that a single count of an indictment should not be found impermissibly duplicitous whenever it contains several allegations that could have been stated as separate offenses but only when the failure to do so risks unfairness to the defendant
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: by citizens of other States, the Supreme Court has long held that the Amendment also bars suits against the State by its own citizens. Hans v. Louisiana, 134 U.S. 1, 15, 10 S.Ct. 504, 33 L.Ed. 842 (1890); Sacred Heart Hospital of Norristown v. Pennsylvania (In re Sacred Heart Hospital of Norristown), 133 F.3d 237, 241 (3d Cir.1998). The Amendment divests federal courts from jurisdiction over private suits against unconsenting states. Seminole Tribe of Florida v. Florida, 517 U.S. 44, 54, 116 S.Ct. 1114, 1122, 134 L.Ed.2d 252 (1996). Nor may Congress pass a law under its Article I powers to vest federal courts with jurisdiction to hear such suits. Seminole Tribe, 517 U.S. at 72-73, 116 S.Ct. at 1131-32; see also Alden v. Maine, 527 U.S. 706, 119 S.Ct. 2240, 2266, 144 L.Ed.2d 636 (1999) (<HOLDING>). Eleventh Amendment immunity derives from the Options: A. holding that congress may abrogate a states immunity pursuant to its enforcement power under 5 of the fourteenth amendment B. holding that congress did not properly abrogate states eleventh amendment immunity from suits under the patent act C. holding that states likewise retain immunity from private suit in their own courts which congress may not abrogate by article i legislation D. holding that congress had no power under article i to abrogate state sovereign immunity E. holding that congress could not abrogate state sovereign immunity pursuant to the patent clause of article i

assistant: The best answer is C. holding that states likewise retain immunity from private suit in their own courts which congress may not abrogate by article i legislation
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: established by the evidence in the record is between Dr. Chapital and Kelleher. 10 . Both Citizens and Kelleher represented that until the fire and theft claims were reported, they were unaware that the Property had been vacant since Hurricane Katrina. Kelleher presented the deposition testimony of its customer service representative, Kathleen Zammit; Ms. Zammit testified that until the theft and fire claims were reported, Kelle-her was unaware that the Property was vacant. 11 . Moreover, as noted earlier, Citizens, in its July 25, 2011 letter rejecting the fire claim, expressly reserved its rights under the Policy. Citizens thus did not waive the coverage defense of the 60-day vacancy period. See Step-tore v. Masco Const. Co., Inc., 93-2064, p. 4 (La.8/18/94), 643 So.2d 1213, 1216 (<HOLDING>). 12 . In Vagelos v. Abramson, 12-1235, pp. Options: A. holding that in order expressly to waive consideration of a legal provision the appellant must first possess a right he must have knowledge of that right and he must intend voluntarily and freely to relinquish or surrender that right B. holding that for an act to be inconsistent with the right to arbitrate and thus constitute a waiver of that right it must repudiate the right of the party who does the act C. holding that a court of appeals may only do so when an appeal has been raised by an existing party to the case D. holding that wjaiver occurs when there is an existing right a knowledge of its existence and an actual intention to relinquish it or conduct so inconsistent with the intent to enforce the right as to induce a reasonable belief that it has been relinquished E. holding that a waiver of right occurs only when one in possession of a right with full knowledge of the material facts does or forebears the doing of something inconsistent with the exercise of the right

assistant: The best answer is D. holding that wjaiver occurs when there is an existing right a knowledge of its existence and an actual intention to relinquish it or conduct so inconsistent with the intent to enforce the right as to induce a reasonable belief that it has been relinquished
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 defendants were acting under color of state law. Thus, the question presented here is whether defendants’ conduct deprived plaintiff of her Equal Protection rights. For the reasons set forth infra, the Court concludes that plaintiff has failed to present sufficient evidence from which a rational jury could find age discrimination in this case and, accordingly, grants defendants’ motion for summary judgment on this claim. a. Legal Standard Age-based employment discrimination claims brought pursuant to § 1983 are analyzed under the three-step, burden-shifting framework established by the Supreme Court in McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802-05, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973). See Kearney v. Cnty. of Rockland ex rel. Vanderhoef 185 Fed.Appx. 68, 70 (2d Cir.2006) (<HOLDING>); Sorlucco v. N.Y.C. Police Dep’t, 888 F.2d 4, Options: A. holding that the threestep mcdonnell douglas burdenshifting analysis applies to 1983 claims B. holding that plaintiffs equal protection claim pursuant to 42 usc 1983 for agebased employment discrimination fails for the same reasons that her adea and nyshrl claims fail under mcdonnell douglas analysis C. holding that mcdonnell douglas burdenshifting approach applies to claims brought under the adea D. holding that claims under the adea and the nyshrl are subject to the same analysis E. holding that adea and phra claims proceed under the mcdonnell douglas framework

assistant: The best answer is B. holding that plaintiffs equal protection claim pursuant to 42 usc 1983 for agebased employment discrimination fails for the same reasons that her adea and nyshrl claims fail under mcdonnell douglas analysis