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: The Borrower and each other Credit 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 the Borrower or any other Credit 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 case excerpt and choose the best holding from the options. Case excerpt: acquisition prices are tolerated. Every precedent in the field makes clear that the interaction of competitive forces, not price-rigging, is what will benefit consumers. Id.; see also Mandeville, 334 U.S. at 235, 68 S.Ct. 996. Similar reasoning applies here. Highmark’s improperly motivated exercise of monopsony power, like the collusive exercise of oligopsony power by the cheese makers in Knevelbaard, was anti-competitive and cannot be defended on the sole ground that it enabled Highmark to set lower premiums on its insurance plans. Having concluded that paying West Penn artificially depressed reimbursement rates was an anticompetitive aspect of the alleged conspiracy, it follows that the underpayments constitute an antitrust injury. See Atl. Richfield, 495 U.S. at 334, 110 S.Ct. 1884 (<HOLDING>); Brunswick, 429 U.S. at 489, 97 S.Ct. 690; Options: A. holding that injury to broker through loss of commission was not antitrust injury B. holding that a plaintiff must show antitrust injury in order to bring an antitrust lawsuit C. holding district court erred by incorporating issue of anticompetitive market effect into its standing analysis confusing antitrust injury with an element of a claim under section 1 of the sherman act and stating district courts approach may have been result of the similar antitrust injury label applied to injury component of antitrust standing analysis and to marketplace harm element under section 1 D. holding that an antitrust injury is an injury that is attributable to an anticompetitive aspect of the practice under scrutiny E. holding that an antitrust injury is a necessary element of a 2 claim

assistant: The best answer is D. holding that an antitrust injury is an injury that is attributable to an anticompetitive aspect of the practice under scrutiny
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 329 U.S. 663 67 S.Ct. 596 91 L.Ed. 584 DE MEERLEERv.PEOPLE OF STATE OF MICHIGAN. No. 140. Argued Jan. 6, 1947. Decided Feb. 3, 1947. Mr.David W. Louisell, of Washington, D.C., for petitioner. Mr. Edmund E. Shepherd, of Detroit, Mich., for respondent. PER CURIAM. 1 In conformity with Michigan procedure, petitioner moved for leave to file a delayed motion for new trial in the court in which he had been convicted of first degree murder. Serious impairment of his constitutional rights at the arraignment and trial were asserted as grounds for the motion. The trial court denied the motion, and the Supreme Court of Michigan on appeal affirmed that ruling. 313 Mich. 548, 21 N.E.2d 849. We granted certiorari because of the importance of the constitutional issues presented. 329 U.S. 702, 67 S.Ct. 110. 2 The facts are not in dispute. On May 16, 1932, an information was filed in the Circuit Court of Lenawee County, Michigan, charging petitioner, then seventeen years of age, and one Virgil Scott with the crime of murder. On the same day, petitioner was arraigned, tried, convicted of first degree murder and sentenced to life imprisonment. The record indicates that petitioner was without legal assistance throughout all these proceedings and was never advised of his right to counsel. The court did not explain the consequences of the plea of guilty, and the record indicates considerable confusion in petitioner's mind at the time of the arraignment as to the effect of such a plea. No. evidence in petitioner's behalf was introduced at the trial and none of the State's witnesses were subjected to cross examination. 3 After reviewing the foregoing facts, the Supreme Court of Michigan determined that the record revealed no deprivation of petitioner's constitutional rights. The court indicated that it had given consideration to the case of Hawk v. Olson, 1945, 326 U.S. 271, 66 S.Ct. 116, and the authorities cited therein, but concluded that the rule of the Michigan cases was determinative. See People v. Williams, 1923, 225 Mich. 133, 195 N.W. 818. In this there was error. 4 Here a seventeen year old defendant confronted by a serious and complicated criminal charge, was hurried through unfamiliar legal proceedings without a word being said in his defense. At no time was assistance of counsel offered or mentioned to him, nor was he apprised of the consequences of his plea. Under the holdings of this Court, petitioner was deprived of rights essential to a fair hearing under the Federal Constitution. Amend. 14. Powell v. State of Alabama, 1932, 287 U.S. 45, 53 S.Ct. 55, 77 L.Ed. 158, 84 A.L.R. 527; Williams v. Kaiser, 1945, 323 U.S. 471, 65 S.Ct. 363, 89 L.Ed. 398; Tompkins v. State of Missouri, 323 U.S. 485, 65 S.Ct. 370, 89 L.Ed. 407; White v. Ragen, 1945, 324 U.S. 760, 65 S.Ct. 978, 89 L.Ed. 1348; Hawk v. Olson, supra. See Betts v. Brady, 1942, 316 U.S. 455, 62 S.Ct. 1252, 86 L.Ed. 1595. 5 Reversed.

assistant: 1
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 agree that by clicking `` join now '' , `` join linkedin '' , `` sign up '' or similar , registering , accessing or using our services ( described below ) , you are agreeing to enter into a legally binding contract with linkedin ( even if you are using our services on behalf of a company ) .

assistant: Contract by using
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: innocently or negligently. Therefore, we hold that the D’Oench doctrine applies even when the customer is completely innocent of any bad faith, recklessness, or negligence. In regard to section 1823(e), Young points out that the statutory language prohibits claims based on agreements that tend “to diminish or defeat the interest of the [FDIC] in any asset” that the FDIC acquires as receiver of a failed depository institution. 12 U.S.C.A. § 1823(e)(1) (emphasis added). Young claims that since the confirmed letter of credit relates to a liability of the bank, rather than to a specific asset, section 1823(e) does not bar his claim. Several cases in other circuit courts of appeal support Young’s contention. See, e.g., E.I. du Pont de Nemours and Co. v. FDIC, 32 F.3d 592 (D.C.Cir.1994) (<HOLDING>); John v. Resolution Trust Corp., 39 F.3d 773, Options: A. holding that section 1823e is narrower than the doench doctrine and that section 1823e applies only to cases involving a specific asset B. holding that the commonlaw doench doctrine applies to bar suit even when the rtc does not acquire a specific asset whose value is affected by the alleged secret agreement C. holding that claims that do not diminish or defeat the fdics interest in any specific asset are nevertheless doench barred in light of the established purpose of the doench doctrine to protect the fdics reliance on the banks records D. holding that regardless of whether a specific asset is involved doench applies to claims or defenses that relate to ordinary banking transactions E. holding that 1823e applies only when the fdics interest in a specific asset would be impaired by the alleged secret agreement

assistant: The best answer is A. holding that section 1823e is narrower than the doench doctrine and that section 1823e applies only to cases involving a specific asset
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: ( i ) post or transmit viruses , trojan horses , worms , spyware , time bombs , cancelbots , or other computer programming routines that may harm the service or interests or rights of other users , or that may harvest or collect any data or information about other users without their consent ;

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 Committee may, with the consent of the Participant, at any time or from time to time amend the terms and conditions of this grant of RSUs. In addition, the Committee may at any time or from time to time amend the terms and conditions of this grant of RSUs in accordance with the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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: 87 months’ imprisonment. After the District Court overruled the objection to the intended loss amount enhancement, Diallo argued that a departure was warranted. He emphasized the fact that the intended loss calculation of $1.6 million is ten times greater than the actual loss, and is “a gross overstatement of the seriousness of this offense.” App. 28. While the District Court declined to depart from the Guidelines range, it ultimately sentenced Diallo to a bottom-of-the-Guidelines-range sentence of 70 months’ imprisonment. II. On appeal, Diallo challenges the application of the same two enhancements to which he objected at his sentencing hearing. He maintains that (1) his Guidelines range was improperly calculated because of- the District Court’s determination that intended l Cir.1995) (<HOLDING>). As the Government has conceded that remand Options: A. holding that retroactive application of advisory sentencing guidelines violated ex post facto clause because guidelines created sufficient risk of increased sentencing range B. holding unconstitutional the mandatory application of the federal sentencing guidelines C. holding that retroactive application of advisory sentencing guidelines violated ex post facto clause because guidelines increased minimum sentencing range D. holding that the application of the guidelines in effect at sentencing rather than at the time of defendants conduct does not violate the ex post facto clause even if the current guidelines suggest a harsher sentence because the guidelines are only advisory not binding E. holding that the earlier guidelines control when retroactive application of the guidelines in effect at sentencing would result in more severe penalties

assistant: The best answer is E. holding that the earlier guidelines control when retroactive application of the guidelines in effect at sentencing would result in more severe penalties
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 parties’ counsel are also not taxable. See Embotelladora Agral Regiomontana, S.A. de C.V. v. Sharp Capital, Inc., 952 F.Supp. 415, 418 (N.D.Tex.1997) (“[T]ravel expenses of attorneys are not recoverable under § 1920.”). As to the travel expenses of the remaining two individuals, Ms. Hunt and Ms. Smith, Defendant’s Bill of Costs does not identify these individuals’ involvement with the case. The Court notes, however, that under Local Rule 54.1(c), the only travel expenses that are authorized taxable costs are those travel costs incurred by necessary witnesses. N.C.M.D. Local R. 54.1(c)(l)(iii). As Defendant has not indicated that Ms. Hunt and Ms. Smith were necessary witnesses to the case, the Court finds that these expenses are not tax icago, 38 F.3d 1429, 1440-41 (7th Cir.1994) (<HOLDING>); Jones v. Unisys Corp., 54 F.3d 624, 633 (10th Options: A. holding that courier and messenger costs are not taxable costs B. holding that attorneys fees would include expenses for computerized legal research and thus not allowing computerized legal research as a separate taxable cost C. holding that the costs of computerized research should be characterized not as taxable costs but as attorneys fees D. holding that the costs of computerized research was a component of attorneys fees that cannot be independently taxed as an item of cost E. holding that lexis fees are not taxable as costs but reserving ruling on whether such fees are recoverable as attorneys fees

assistant: The best answer is C. holding that the costs of computerized research should be characterized not as taxable costs but as attorneys fees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, excluding any conflicts or choice of Law rule or principle that might otherwise refer construction or interpretation of this Supply Agreement to the substantive Law of another jurisdiction.

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: as a whole is free from conflicts, ambiguities, or gaps, whether all factual issues have been resolved, and whether the claimant’s entitlement to benefits is clear under the applicable legal rules.” Id. at 1103-04. The Court must “assess whether there are outstanding issues requiring resolution before considering whether to hold that the [evidence] is credible as a matter of law.” Id. at 1105. Third, if the Court concludes that no outstanding issues remain and further proceedings would not be useful, it may find the medical evidence true as a matter of law and then determine whether the record, taken as a whole, leaves “not the slightest uncertainty as to the outcome of [the] proceeding.” Id. at 1101 (alteration in original) (citation omitted); see also Garrison, 759 F.3d at 1021 (<HOLDING>). Only when all three elements are satisfied Options: A. holding that district courts retain flexibility to remand for further proceedings when the record as a whole creates serious doubt as to whether the claimant is in fact disabled within the meaning of the social security act B. holding that the distinct courts decision whether to remand for further proceedings or payment of benefits is discretionary and is subject to review for abuse of discretion C. holding that the district courts decision whether to remand for further proceedings or payment of benefits is discretionary and is subject to review for abuse of discretion D. holding that a failure of an erisa plan administrator to address the social security administrations determination that claimant is totally disabled is yet another factor that can render the denial of further longterm disability benefits arbitrary and capricious E. holding the courts scope of review is limited to determining whether the commissioner applied the correct legal standards and whether the record as a whole contains substantial evidence to support the commissioners findings of fact

assistant: The best answer is A. holding that district courts retain flexibility to remand for further proceedings when the record as a whole creates serious doubt as to whether the claimant is in fact disabled within the meaning of the social security act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (i) The audited consolidated balance sheet of the Guarantor and its consolidated subsidiaries as of December 31, 2014 and the related consolidated statements of income and cash flows for the fiscal year then ended, delivered to the Administrative Agent on or prior to the Original Closing Date, fairly present, in conformity with GAAP, the consolidated financial position of the Guarantor and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year; and (ii) the unaudited consolidated balance sheet of the Guarantor and its consolidated subsidiaries as of September 30, 2015 and the related unaudited consolidated statements of income and cash flows for the three months then ended, delivered to the Administrative Agent on or prior to the Original Closing Date, fairly present in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in clause (i) above (except as described in the notes thereto), the financial position of the Guarantor and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year-end adjustments).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: your continued use of the facebook services , following notice of the changes to our terms , policies or guidelines , constitutes your acceptance of our amended terms , policies or guidelines .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to the maximum extent permitted by applicable law , under no circumstances ( including , without limitation , negligence ) shall under armour , its subsidiaries , partners or any wireless carriers be liable to you or any third party for ( a ) any indirect , incidental , special , reliance , exemplary , punitive , or consequential damages of any kind whatsoever ; ( b ) loss of profits , revenue , data , use , goodwill , or other intangible losses ; ( c ) damages relating to your access to , use of , or inability to access or use the services ; ( d ) damages relating to any conduct or content of any third party or athlete using the services , including without limitation , defamatory , offensive or illegal conduct or content ; and/or ( e ) damages in any manner relating to any third-party content , third-party products or third-party activities accessed via the 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 legal provision and list the applicable contract clause categories. Provision: Seller or its Subsidiaries and Buyer shall comply with all obligations under applicable Laws to notify and/or consult with Continuing Employees or employee representatives, unions, works councils, or other employee representative bodies, if any, and shall provide such information to the other party as is reasonably required by that party to comply with its notification and/or consultation obligations. Any Liability resulting from the failure by Seller or its Subsidiaries to comply with such obligations shall be borne by Seller, and such Liabilities shall constitute Retained Liabilities.

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: trial counsel was manifestly incorrect that Appellant could do so-this is not a dispositive ruling subject to reservation. During the plea colloquy, the court confirmed, “you are reserving your right to appeal the [cjourt’s pretrial ruling.” Consequently, counsel included a clause in a binding agreement, Appellant signed an agreement with that clause, and the trial court confirmed the clause’s existence and accepted the agreement which included it. The clause, however, was patently erroneous. Plea bargains are contracts and are subject to the rules of contract law. Kingry v. State, 28 So.3d 173, 174 (Fla. 1st DCA 2010). Appellant was thus entitled to rely upon the written agreement, his counsel, and the court’s confirmation. See Carlisle v. State, 687 So.2d 929, 930 (Fla. 4th DCA 1997) (<HOLDING>); see also State v. Cowart, 761 So.2d 1100, Options: A. holding that because appellant did not become a party by intervention before judgment was rendered appellant may not extend the time to appeal by filing a motion for new trial B. holding that an appellant is not permitted to rely on invited error on appeal C. holding no jurisdiction where appellant argued report was no report because it failed to mention appellant in any substantive way but trial court found report was merely deficient on element of causation as to appellant and granted extension D. holding record insufficient to support inference appellant knew consequences of his plea when record is silent about whether appellant was actually informed that a guilty plea could result in his deportation E. holding trial court reversibly erred in not permitting appellant to withdraw his plea where court erroneously stated appellant could appeal motion was in fact not dispositive and appellant was entitled to rely on the courts statement

assistant: The best answer is E. holding trial court reversibly erred in not permitting appellant to withdraw his plea where court erroneously stated appellant could appeal motion was in fact not dispositive and appellant was entitled to rely on the courts statement
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 apply departure framework); United States v. Schweitzer, 454 F.3d 197, 205 (3d Cir.2006) (concluding that any error in district court’s disposition of departure motion "is properly deemed harmless”). 3 . Cf. United States v. Mummert, 34 F.3d 201, 205-06 (3d Cir.1994) ("[W]here the record does not make clear whether the district court’s denial of departure was based on legal or discretionary grounds, ... the appropriate course of action is to vacate the sentence and remand for the district court to clarify the basis for its ruling.”) (citing Georgiadis, 933 F.2d at 1222-23). 4 . See United States v. Sally, 116 F.3d 76, 79 (3d Cir.1997) (”[P]ost-offense rehabilitation efforts, including those which occur post-conviction, may constitute a sufficient fa ee Cooper, 437 F.3d at 327-28 Options: A. holding that we lack jurisdiction over unexhausted equal protection claims B. holding that we lack jurisdiction to consider claims that have not been raised before the bia C. holding that a federal court may adjudicate claims for which there is no independent basis for subject matter jurisdiction if the nonjurisdictional claims are related to other claims for which the does have jurisdiction D. holding that we have jurisdiction to review the award or denial of attorney fees under 1447c E. holding that we have jurisdiction to entertain such claims

assistant: The best answer is E. holding that we have jurisdiction to entertain such claims
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: Bahl would be unable “to steer between lawful and unlawful conduct.” Grayned, 408 U.S. at 108. Moreover, without some explicit standards specifying when Bahl “frequents” an establishment, the condition is subject to ad hoc and arbitrary enforcement. ¶54 Moreover, the terms “sexually explicit” and “erotic” are also vague. A person of ordinary intelligence would understand the phrase “ ‘sexually explicit’ ” to refer to an unequivocal expression of sexual content and the word “erotic” as material to arouse sexual desire. Yet whether material is unequivocally sexual or arouses sexual desire is tremendously subjective; there are more objects of sexual arousal than can ever be dreamt of in the philosophy of this condition. See McVey v. State, 863 N.E.2d 434, 447 (Ind. Ct. App. 2007) (<HOLDING>); Smith v. State, 779 N.E.2d 111, 118 (Ind. Ct. Options: A. holding factor b is not unconstitutionally vague B. holding statute unconstitutionally vague as applied to mere possession of money on jail premises C. holding that essentially equivalent is unconstitutionally vague D. holding postrelease condition prohibiting the possession of sexually explicit materials to be unconstitutionally vague E. holding that attorney disciplinary rule was unconstitutionally vague as applied

assistant: The best answer is D. holding postrelease condition prohibiting the possession of sexually explicit materials to be unconstitutionally vague
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 Parent, the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to the Parent, the Borrower, such other Loan Party or such other Subsidiary except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The institution of any litigation, arbitration proceeding or governmental proceeding with respect to such Originator, the Buyer, the Servicer, the Performance Guarantor, or any other Originator, that with respect to any Person other than the Buyer, could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Corporation or its properties or assets. Neither the execution and delivery of this Agreement by the Corporation, nor the consummation of the transaction contemplated hereby, will result in the imposition of any security interest upon the Shares.

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 headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

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: This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and either of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by e-mail transmission of a PDF or similar copy shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart signature page to this Agreement by facsimile or by e-mail transmission shall also deliver an original executed counterpart of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this 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 legal provision and list the applicable contract clause categories. Provision: Each member of the Parent Group shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or non-U.S. Tax Law and shall be entitled to request any reasonably appropriate Tax forms, including an IRS Form W-9 (or the appropriate IRS Form W-8, as applicable), from any recipient of payments hereunder; provided that the Parties shall cooperate and undertake commercially reasonable efforts to minimize or avoid withholding, and the applicable withholding agent shall use best efforts to provide written notice (to the applicable Party) of any intention to withhold (other than any such withholding that is imposed on consideration that is properly treated as compensation for applicable income, employment and/or payroll Tax purposes) at least five (5) business days before the making of such payment. To the extent that amounts are so withheld, such withheld amounts (i) subject to (ii), shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made, and (ii) shall be remitted by the applicable withholding agent to the applicable Governmental Authority.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 7.5 you agree that your conduct on the site will comply with ( and you agree that the content of all of your content shall comply with ) the youtube community guidelines , found at https://www.youtube.co.uk/t/community_guidelines , as updated from time to time .

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: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 55,556 shares. Upon receiving the Purchaser’s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).

assistant: Closings
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: statute and thus was invalid. See Felton I, 4 Vet.App. at 369-71; Ozer I, 14 Vet.App. at 263-64. Indeed, as the preceding discussion shows, the Court’s denunciation of the regulation was even stronger in Felton I than in Ozer I. See ibid. Therefore, the Court holds that the Secretary was substantially justified in promulgating the regulation at issue here. See Felton II, 7 Vet.App. at 282-84; Secretary’s Oct. 2002 Mem. at 2 (attesting that Federal Register “contained no discussion of public comments having been solicited or received”). As to the second part of action at the administrative level, VA’s application of the regulation in the instant case, VA and the BVA were bound by law to apply the regulation to the appellant’s claim. See Fugere v. Derwinski, 1 Vet.App. 103, 110 (1990) (<HOLDING>). Moreover, as in Felton II, “the regulation Options: A. recognizing that zoning agency bodies are not bound by strict rules of evidence B. holding that agency regulations cannot be applied retroactively unless congress has so authorized the administrative agency and the language of the regulations require it C. holding that a party is not bound by the testimony of a witness it calls D. holding that agency is bound by its regulations E. holding that a panel of this court is bound by a holding of a prior panel but is not bound by a prior panels dicta

assistant: The best answer is D. holding that agency is bound by its 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: (a) The proceeds of the Loans made on the Initial Funding Date will be used solely for the payment of (i) first , Transaction Costs and (ii) second , to the extent of the remaining proceeds thereof, working capital and other general corporate purposes of Holdings, the Borrower and the Restricted Subsidiaries. The proceeds of the Loans drawn after the Initial Funding Date, as well as any Incremental Extension of Credit (unless otherwise provided in the applicable Incremental Facility Amendment), will be used solely for working capital and other general corporate purposes (including Permitted Acquisitions) of Holdings, the Borrower and the Restricted Subsidiaries. No part of the proceeds of any Loan will be used in violation of the representation set forth in Section 3.16. Letters of Credit will be issued only to support obligations of Holdings, the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business; provided that US Letters of Credit will be issued only to support the obligations of Holdings or any Domestic Subsidiary.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of a Credit Party, threatened against such Credit Party which (a) are likely to be decided adversely against such Credit Party and (b) if so decided would reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: held that the residual clause in the ACCA is unconstitutionally vague, his enhanced sentence under the U.S.S.G. (by analogy) violates his right to due process set forth in the Fifth Amendment of the United States Constitution. The holding in Johnson is inapplicable to Yates because his sentence was not based on the residual clause of the ACCA; Yates’s sentence was enhanced under U.S.S.G. § 4B1.1 and § 4B1.2(a)(2). The residual clause of U.S.S.G. § 4B 1.2(a)(2) defines a “crime of violence” in the same manner that the ACCA defines the term, but this Court has recently held that the provisions of the U.S.S.G. are not subject to the same due process challenge as the ACCA. See United States v. Stevens, No. 6:06-CR-85-DCR; 6:15-CV-226-DCR; 2015 WL 9306593, at *2 (E.D.Ky., Dec. 21, 2015) (<HOLDING>); Fletcher v. Quintana, No. 5:15-CV-286-DCR, Options: A. holding a defendant could not receive an enhanced sentenced under the residual clause of 4b12a2 following johnson B. holding that to prove a johnson claim the movant must show thatmore likely than notit was use of the residual clause that led to the sentencing courts enhancement of his sentence C. holding that a claim under booker does not fit within the savings clause of 28 usc 2255 D. holding that apprendi did not affect enhanced sentence under 924e E. holding that johnson did not support the defendants collateral challenge under 28 usc 2255 to his sentence enhanced under the residual clause of the ussg

assistant: The best answer is E. holding that johnson did not support the defendants collateral challenge under 28 usc 2255 to his sentence enhanced under the residual clause of the ussg
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 Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: a statement by you , made under penalty of perjury , that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner 's behalf .

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: at 298; see also 29 U.S.C. 216(b) (“[An employer violating Section 207] shall be liable ... in the amount of ... unpaid overtime compensation ....”) (emphasis added). But, in O’Brien, we specifically declined to reach the issue of the extent to which the town employer may offset contractual overtime payments against its FLSA overtime liability, remanding those determinations to the district court. O’Brien, 350 F.3d at 298. By contrast, Roman dealt with the second issue: whether, as part of the remedy, an offset to FLSA liability is permissible for paid time off. It squarely held that liability for unpaid wages under the FLSA may be offset by the paid time off (or a partial offset if the rate of pay is not at overtime rates). Roman, 147 F.3d at 77; see also D ’Camera, 722 F.Supp. at 803 (<HOLDING>). Nothing in O’Brien is to the contrary. Options: A. holding that unemployment compensation should not be deducted from a back pay award under the national labor relations act because failing to deduct unemployment payments does not make the employee more than whole B. holding that compensatory time used by plaintiff police officers can be deducted from award of back pay C. holding that compensatory money damages are generally distinct from equitable forms of relief such as injunctions or back pay D. holding that back pay may be awarded to the date of judgment E. holding that an award of back pay is an issue for the court

assistant: The best answer is B. holding that compensatory time used by plaintiff police officers can be deducted from award of back pay
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If you have a Termination of Affiliation prior to any of the events specified in paragraphs 5 or 6 of this Restricted Shares Award section, then you will forfeit your Restricted Shares that are not vested upon such Termination of Affiliation. All of your rights to and interest in any Restricted Shares that are forfeited under this paragraph 8 will terminate upon forfeiture. You agree to immediately repay to the Company all dividends, if any, paid in cash or in stock with respect to your forfeited Restricted Shares.

assistant: Forfeitures
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: Employee agrees to cooperate with Athena and its affiliates following the termination of Employee’s employment with respect to all matters arising during or related to Employee’s employment, including but not limited to (i) the continuity of Athena’s business and/or Employee’s job duties; and (ii) all matters in connection with any governmental investigation, litigation or regulatory or other proceeding which may arise during or following the termination of Employee’s employment. Athena will reimburse Employee’s out-of-pocket expenses incurred in complying with Athena requests under this Section 7(e), provided such expenses are authorized by Athena in advance. In addition, in the event such cooperation is requested by the Company during any period following Employee’s termination when he is not receiving severance pay, the Company shall pay Employee at a reasonable hourly consulting rate.

assistant: Cooperation