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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the entire state over the parochial interests of individual municipalities. 2 . In his concurring opinion, Mr. Justice Baer appears to translate the common-law maxim of sic utere tuo ut alienum non laedas into a federal constitutional duty, on the part of local municipalities, to protect property owners from the use of neighboring properties in ways that are undesirable to them. See Concurring Opinion, at 729-31, 734-37, 83 A.3d at 1002-03, 1005-06. The decisions referenced in the concurrence, however, generally concern the boundaries of the police power to establish zoning regulations restricting the ability of landowners to do as they wish with their own properties. See, e.g., Village of Euclid v. Ambler Realty Co., 272 U.S. 365, 395, 47 S.Ct. 114, 121, 71 L.Ed. 303 (1926) (<HOLDING>); City of Edmonds v. Oxford House, Inc., 514 Options: A. holding that a zoning ordinance impinging upon a landowners desired use of his property does not offend substantive due process norms so long as the regulation is not clearly arbitrary and unreasonable having no substantial relation to the public health safety morals or general welfare B. recognizing privilege for adjoining landowners defamatory statements about plaintiff to zoning board given landowners private interest in the protection of her property to advance C. holding that allegations that the city arbitrarily applied a zoning ordinance were insufficient to state a substantive due process claim and stating in dicta that the decision would be the same even if the city had knowingly enforced the invalid zoning ordinance in bad faith a badfaith violation of state law remains only a violation of state law D. holding that discretion of zoning board was not sufficiently circumscribed to support substantive due process claim E. holding that where a zoning board had no authority under state law to take certain actions with respect to a protected property interest a trier of fact could conclude that there was no rational basis for the towns zoning boards actions and that as a result the zoning board violated appellants rights to substantive due process

assistant: The best answer is A. holding that a zoning ordinance impinging upon a landowners desired use of his property does not offend substantive due process norms so long as the regulation is not clearly arbitrary and unreasonable having no substantial relation to the public health safety morals or general welfare
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: BORROWER AND LENDER IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: other, not with both. As recited above, other courts have uniformly held that the burden of proof as to the good faith defense is on the controlling person. Were it otherwise, good faith would not be a defense; its absence would be an element of a § 20(a) cause of action. Since it is not an element of § 20(a), Anderson and Strudwick’s argument is untenable. This conclusion is supported by the case law. In Lorenz v. Watson, supra, one of the leading cases on § 20(a) liability, “the defendants point[ed] to the absence in the complaint of any allegation that the defendants induced the activity complained of....” Id. at 732. The court rejected this contention, holding that it was “for the defendants to prove that they acted in good faith.” Id. See SEC v. First Securities Co., supra, at 987 (<HOLDING>). See generally 1974 Duke L.J., supra, at Options: A. recognizing that the sixth circuit has folded the absence of bad faith in under the inadvertence prong made the determination of whether there was evidence of a motive or intention to conceal the potential claim critical to a finding of bad faith and has held that in a particular case numerous attempts by the plaintiffs to cure an initial omission provided evidence that the omission was inadvertent not intentional B. holding that the district court should consider the totality of the circumstances in determining whether the patentee acted in subjective bad faith and should consider whether circumstantial evidence would support an inference of bad faith C. holding the bad faith rationale inapplicable given that the defendants acted in good faith in appealing the case and in raising defenses to the plaintiffs claims D. holding that a bad faith claim is a tort E. holding that the district judge gravely misapprehended the operation of section 20a in rejecting the claim on the ground that plaintiffs had not produced sufficient evidence of controlling persons bad faith

assistant: The best answer is E. holding that the district judge gravely misapprehended the operation of section 20a in rejecting the claim on the ground that plaintiffs had not produced sufficient evidence of controlling persons bad faith
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 for all purposes be executed in several counterparts, each of which shall be deemed an original, and all such counterparts, taken together, shall constitute the same instrument, even though all parties may not have executed the same counterpart of this Agreement. Each party may transmit its signature by confirmed facsimile or PDF transmission, and such signatures shall have the same force and effect as an 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: There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or in equity before any Official Body which, individually or in the aggregate is reasonably likely to result in any Material Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official Body which would result in any Material Adverse Change.

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: Each Party covenants and agrees that it shall permit the other Party (or any Third Party allowed to be granted such rights by the other Party under this Agreement) to exercise such inspection rights with regards to such Party’s Books and Records as expressly set forth in Section 14.11 of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the police. See Baballah v. Ashcroft, 367 F.3d 1067, 1078 (9th Cir.2004). As we have held previously, “[w]here the persecutor is not a state actor, ‘we consider whether an applicant reported the incident to police, because in such cases a report of this nature may show governmental inability to control the actors.’ ” Rahimzadeh v. Holder, 613 F.3d 916, 921 (9th Cir.2010) (quoting Baballah, 367 F.3d at 1078). To be clear, “[t]he reporting of private persecution to the authorities is not ... an essential requirement for establishing government unwillingness or inability to control attackers.” Id. Here, the matter is complicated by the fact that Castro was between the ages of six and ten years when the attacks occurred. See Hernandez-Ortiz v. Gonzales, 496 F.3d 1042, 1046 (9th Cir.2007) (<HOLDING>). We have never held that any victim, let alone Options: A. holding in syllabus point 4 that when a childs mental health records are sought to be produced and the child is not directly represented in the proceeding the child should be joined as a party and a guardian ad litem must be appointed by the circuit court to protect the childs rights B. holding that a childs preference regarding parental contact is not determinative of the best interest analysis and that a court must assess a childs best interest in light of all statutory factors C. holding that the childs proximity to the initial reported disturbance the childs dress in gangattire and the childs gangwhistle and the fact that another juvenile in the area had been found carrying a concealed weapon did not provide the necessary individualized suspicion to justify the search of the child in the school parking lot D. holding in a paternity action that the selection and change of the childs surname from the name chosen by the mother must be based on the trial courts determination that renaming is in the childs best interests and the record must affirmatively show such a name change is required for the welfare of the minor child E. holding that when the petitioner is a child the ij must assess the alleged persecution from a childs perspective

assistant: The best answer is E. holding that when the petitioner is a child the ij must assess the alleged persecution from a childs perspective
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: Rather, it appears only as an exhibit attached to Sensing’s "Motion for Sanctions on Account of Defendant's Spoilation of Evidence.” Nor is it apparent' whether the letter was properly authenticated as required by Fed.R.Civ.P. 56(e). As such, it is unclear whether the letter itself was part of the “summary judgment record” before the district court. Nevertheless, we need not decide thi inition of "handicap” under Chapter 15 IB and "disability” under the ADA are virtually identical, and the SJC regularly applies ADA precedent to the interpretation of cases under the Massachusetts statute. See, e.g., Russell, 772 N.E.2d at 1062 n. 6; Labonte, 678 N.E.2d at 855 n. 5. Following the SJC’s example, we do the same. 16 . See also Noviello v. City of Boston, 398 F.3d 76, 88 (1st Cir.2005) (<HOLDING>); Blackie v. State of Me., 75 F.3d 716, 725 Options: A. holding that adverse employment actions include poor evaluations B. recognizing that employment actions can be adverse even if such actions are subsequently withdrawn C. holding that retaliatory discharge demotion or other adverse employment claims state a cause of action under 1981 D. holding that lesser actions than discharge refusal to hire refusal to promote demotion reduction in pay and reprimand may also be considered adverse employment actions in the first amendment retaliation context E. holding that adverse employment effects include but are not limited to such discrete actions as discharge demotion or reduction in pay

assistant: The best answer is E. holding that adverse employment effects include but are not limited to such discrete actions as discharge demotion or reduction in 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: None of the execution, delivery or performance of the Transaction Documents by the Investor, the consummation by the Investor of the transactions contemplated by this Agreement, or compliance by the Investor with any of the provisions of this Agreement will (with or without notice or lapse of time, or both): (a) conflict with or violate any provision of the organizational or governing documents of the Investor, or (b) assuming that all consents, approvals, authorizations and permits described in Section 3.1(d) have been obtained and all filings and notifications described in Section 3.1(d) have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any law applicable to the Investor, except, with respect to clause (b), for any such conflicts, violations, consents, breaches, losses, defaults, other occurrences which, individually or in the aggregate, have not had a Material Adverse Effect on the Investor.

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: Each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder shall be brought and determined exclusively in the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court, and hereby irrevocably and unconditionally agree that all claims with respect to any such claim shall be heard and determined in such Delaware court or in such Federal court, as applicable. The parties agree that a final judgment in any such claim is conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

assistant: Jurisdictions
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: Unless earlier terminated pursuant to any provision of this Option Agreement, this Option shall expire 3 years from date of grant (the “Expiration Date”). This Option shall not be exercisable on or after the Expiration Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Both immediately before and immediately after giving effect to the Transactions to occur and the initial Credit Event on the Closing Date and immediately following each Credit Event after the Closing Date and after giving effect to the application of the proceeds of each Credit Event after the Closing Date, (i) the present fair salable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the (a) total amount of present debts and liabilities (including subordinated and contingent liabilities) of Borrower and its Subsidiaries, on a consolidated basis, and (b) amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured, (ii) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay all debts and liabilities (including subordinated and contingent liabilities) as such debts and liabilities become absolute and matured, (iii) the Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the date hereof, and (iv) neither the Borrower nor any of its Subsidiaries intends to hinder, delay or defraud either present or future creditors or any other person to which the Borrower or its Subsidiaries are or, on or after the date hereof, will become indebted. For purposes of this Section 5.08 , in computing the amount of contingent liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: HC and the HC Parties are legal entities duly organized, validly existing and in good standing under the jurisdiction where they are incorporated and have all requisite corporate power to enter into this Agreement and to carry its business as it has been and is currently conducted.

assistant: Organizations
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 BORROWER AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if that happens , zynga is not required to provide refunds , benefits or other compensation to players in connection with discontinued elements of the service or for virtual goods previously earned or purchased .

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: Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Section 11.1, at least ten (10) days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Agent or such Secured Party as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Agent or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral.

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: or allowing] someone else to take his property.” (Appellant’s Br. at 2.) We agree with the district court that none of these claims state a valid claim for relief. First, Plaintiff has not shown that his conflicting appointments for law library access and medical care have caused an actual violation of his First or Eighth Amendment rights. Plaintiff argues his constitutional rights are violated simply by the fact that he is occasionally forced to choose between going to the law library and receiving scheduled medical or dental care. However, unless his conflicting appointments have actually caused an injury to his First Amendment or Eighth Amendment rights, they are insufficient to give rise to a constitutional claim. Cf. Myers v. Hundley, 101 F.3d 542, 544 (8th Cir.1996) (<HOLDING>). Second, Plaintiff cannot demonstrate a Options: A. holding that prisoners have a constitutional right to meaningful access to courts and examining the facility as a whole to determine whether such access was sufficient B. holding that prisoners could not succeed on first amendment right of access claim based on insufficient allowance for hygiene supplies and legal fees unless the inmates specifically assertfed that the amounts left over from their allowances after purchasing personal necessities caused actual injury to their right of access to the courts C. holding that although prison inmates have a first amendment right to access to the courts prison officials may regulate law library access including reasonable time place and manner of access taking into account the administrative needs of the institution D. holding that the first amendment right of access applies to a summary judgment motion in a civil case E. holding that denial of access to carbon paper and reproduction equipment and denial of facetoface access to other inmates did not deprive an inmate of his right of access to the courts

assistant: The best answer is B. holding that prisoners could not succeed on first amendment right of access claim based on insufficient allowance for hygiene supplies and legal fees unless the inmates specifically assertfed that the amounts left over from their allowances after purchasing personal necessities caused actual injury to their right of access to the courts
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: part; DISMISSED in part. * This disposition is not appropriate for publication and is not precedent except as provided by 9 th Cir. R. 36-3. 1 . See Lara-Chacon v. Ashcroft, 345 F.3d 1148, 1151 (9th Cir.2003) (stating that we review de novo "whether a conviction under state law is a deportable offense”); 8 U.S.C. § 1227(a)(2)(B)(i) (stating that an alien is removable if he "has been convicted of a violation of (or a conspiracy or attempt to violate) any law ... relating to a controlled substance ..., other than a single offense involving possession for one’s own use of 30 grams or less of marijuana”). 2 . See 21 U.S.C. § 802(6), § 812 sched. 111(a)(3) (providing that methamphetamine is a controlled substance). 3 . See United States v. Velasco-Medina, 305 F.3d 839, 852-53 (9th Cir.2002) (<HOLDING>). 4 . See 8 U.S.C. § 1252(a)(2)(B)(i) Options: A. holding that defendant was entitled to withdraw guilty plea upon habeas corpus proceedings where he pled guilty in exchange for an illegal sentence B. holding that the abstract of judgment may not sufficiently establish that the defendant pled guilty to a specific crime when the only other document provided was the charge which simply contained the generic broad statutory language C. holding that a defendant must demonstrate that he would not have pled guilty but for the error D. holding circuit court had subject matter jurisdiction to accept a guilty plea where defendant was not indicted for the charge to which he pled guilty but signed a sentencing sheet which established defendant was notified of the charge to which he pled guilty E. holding that in conjunction an information with a narrow charge and an abstract of judgment indicating that a defendant pled guilty to that charge prove the precise elements of the offense to which the defendant pled guilty

assistant: The best answer is E. holding that in conjunction an information with a narrow charge and an abstract of judgment indicating that a defendant pled guilty to that charge prove the precise elements of the offense to which the defendant pled guilty
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 representations and warranties of each Loan Party contained in the Credit Agreement as amended hereby and each Loan Document are (i) in the case of representations and warranties qualified by materiality, “Material Adverse Effect” or similar language, true and correct in all respects and (ii) in the case of all other representations and warranties, true and correct in all material respects, in each case on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct on the basis set forth above as of such earlier date.

assistant: Representations
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 shall inure to the benefit of the Parties and their respective permitted assigns and successors. Neither this Agreement nor any of the rights, interests or obligations set forth in, arising under or created by this Agreement may be assigned by any of the Parties without the prior written consent of the other Parties, except that each of the Investors may, without the consent of the Company, assign all or a portion of its rights, interests and funding obligation hereunder to one or more of their respective Affiliates, but only to Affiliates that are U.S. Citizens; provided that any such assignment shall not relieve any of the Investors of its funding obligation hereunder on the Closing Date. In the event of an assignment to such an Affiliate, such Affiliate shall become party to this Agreement by execution of a joinder hereto in form and substance reasonably acceptable to the Company. Any assignment or transfer in violation of this Section 6.13 shall be null and void.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of authenticity are belied by the DEA’s own records as to various names and alternative spellings used by DeLoach. See Pltf.’s Reply Ex. A. A good faith effort, given the policy favoring disclosure, might have involved at least a cursory search for DeLoach. Unlike other cases in which the government was earnestly attempting to comply, but had failed to do so due to administrative backlog or missing documents, the DEA from the beginning asserted a blanket position. It did not make its first computerized sea 473 (8th Cir.1981) (finding a suit not necessary where the government had told plaintiff it was unable to locate the records and was conducting a special search; request also broad and vague); Vermont Low Income Advocacy Council, Inc. v. Usery, 546 F.2d 509, 513-14 (2d Cir.1976) (<HOLDING>). OL & S vigorously pursued and exhausted its Options: A. holding a suit not necessary where the government sent a telegram explaining the reason for delay and its ongoing attempts to comply and asked for plaintiffs phone number to discuss it plaintiff filed suit the day after receiving the telegram B. holding in the context of the 90day period during which a plaintiff must bring suit after receiving a right to sue letter that in the absence of a recognized equitable consideration the court cannot extend the limitations period by even one day C. holding that a prior suit and a subsequent suit between the same parties did not involve the same claim because the evidence necessary to sustain the subsequent suit was insufficient to entitle the plaintiff to relief in the prior suit D. holding not necessary a suit filed while the government was still searching for the files and the plaintiffs requests were unduly broad E. holding a suit against an agency of the state is a suit against the state

assistant: The best answer is A. holding a suit not necessary where the government sent a telegram explaining the reason for delay and its ongoing attempts to comply and asked for plaintiffs phone number to discuss it plaintiff filed suit the day after receiving the telegram
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 parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, State of New York, and expressly waive the right to a jury trial, for any actions, suits or proceedings arising out of or relating to this Agreement.

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: Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. As soon as practicable after closing, the Company shall deliver to Linn a certificate evidencing the New Securities in the name of Linn and in the amounts as set forth in Section 1 above. Upon closing, any and all obligations of the Company to Linn the Accrued Compensation shall be fully satisfied, the Accrued Compensation shall be terminated and Linn will have no remaining rights, powers, privileges, remedies or interests under the Accrued Compensation.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding with respect to conflict of laws, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted. Each Party agrees to submit to the exclusive jurisdiction of the Superior Court for Suffolk County, Massachusetts, and the United States District Court for the District of Massachusetts with respect to any claim, suit or action in law or equity arising in any way out of this Agreement or the subject matter hereof.

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: Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive’s employment with the Company shall be deemed terminated by the Company upon the death of the Executive, and the Company shall have no obligation to the Executive or the Executive’s estate other than (i) the payment of the Accrued Obligations; (ii) all Options which have vested as of the date of death; and (iii) Severance, as that term is defined in Paragraph 4(d).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable L/C Issuer) to an L/C Issuer selected by it and to the Administrative Agent not later than 1:00 p.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the applicable L/C Issuer, the Borrower also shall submit a letter of credit application and reimbursement agreement on such L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Borrower to, or entered into by the Borrower with, an L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Promptly after receipt of any notice requesting the issuance or amendment of a Letter of Credit, the applicable L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that the Administrative Agent has received from the Borrower a copy of such request of issuance or amendment of a Letter of Credit, including a copy of any letter of credit application and/or reimbursement agreement if required by the L/C Issuer, and if not, such L/C Issuer will provide Administrative Agent with a copy thereof.

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: During the Term, Company shall employ the Executive to render exclusive and full-time services to the Company and the Executive shall serve as Chief Executive Officer (the "Position" ) and shall report to the Company's Board of Directors (the "Board" ). The Executive shall also be appointed to the Board.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: upon program cancellation ( by you or us ) or if the program is suspended , you will have 90 days to redeem your points ; otherwise , those points will be forfeited .

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: inference” of scienter. To put it differently, "in those cases where motive and opportunity allegations do not alone create a strong inference of scienter, the allegations will nonetheless be relevant in determining whether the totality of allegations permits a strong inference of fraud.” Angres v. Smallworldwide PLC, 94 F.Supp.2d 1167, 1174 (D.Colo.2000). 45 . See, e.g., Phillips, 190 F.3d at 623; Chill, 101 F.3d at 268; Novak v. Kasaks, 216 F.3d 300 (2d Cir.2000); Melder v. Morris, 27 F.3d 1097, 1102 (5th Cir.1994) ("[P]lamtiff's allegation of motive — basically that the defendant and officers were motivated by incentive compensation — -would effectively eliminate the state of mind requirement as to all corporate officers and defendants.”). 46 . Compare Provenz, 102 F.3d at 1491 (<HOLDING>); and Schlagal v. Learning Tree Int’l, No. CV Options: A. holding that 20 of individual defendants holdings raised an inference of scienter B. holding that sale by one defendant of 11 of holdings in light of absence of any sales by other defendants undermined allegations of scienter C. holding that total proceeds from insider sales of 106 million raised inference of scienter D. holding that allegations of motive and opportunity were not enough to create a strong inference of scienter E. holding that sales of corporate stock by six individual defendants for a total of approximately 4200000 were sufficient to support inference of scienter against them under prepslra pleading standard

assistant: The best answer is A. holding that 20 of individual defendants holdings raised an inference of scienter
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: Consultant will be reimbursed by the Company for such reasonable out-of-pocket costs and other expenses, including reasonable direct travel expenses, actually incurred in the performance of Consultant’s services hereunder. Consultant agrees to supply the Company with receipts and other supporting documentation for any costs or expenses to be reimbursed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Interest accrued on each Floating Rate Borrowing shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, at maturity, whether by acceleration or otherwise, and upon any termination of the Aggregate Commitment in its entirety under Section 2.1 hereof. Interest accrued on each LIBOR Rate Loan shall be payable on the last day of the Interest Period applicable to such LIBOR Rate Loan (or, if such Interest Period is in excess of three months, on the 90 th day of such Interest Period) or any earlier date on which such LIBOR Rate Loan is repaid, at maturity, whether by acceleration or otherwise, and upon any termination of the Aggregate Commitment in its entirety under Section 2.1 hereof. Interest and Facility Fees shall be calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day a Borrowing is made but not for the day of any payment on the amount paid if payment is received prior to noon (local time) at the place of payment. If any payment of principal of or interest on a Borrowing shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

assistant: Interests
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: 906, 496 N.E.2d 998 (1986); Usher v. City of Pittsburg, 196 Kan. 86, 410 P.2d 419 (1966); Louisville & Jefferson County Metro. Sewer Dist. v. Joseph E. Seagram & Sons, Inc., 307 Ky. 413, 211 S.W.2d 122 (1948); City of Hagerstown v. Public Serv. Comm’n, 217 Md. 101, 141 A.2d 699 (1958) (based on statute requiring PSC to fix reasonable rate for service to nonresidents); County of Oakland v. City of Detroit, 81 Mich.App. 308, 265 N.W.2d 130 (1978); Borough of Ambridge v. Pennsylvania Pub. Util. Comm’n, 137 Pa.Super. 50, 8 A.2d 429 (1939) (interpreting statute requiring reasonable rates); Town of Terrell Hills v. City of San Antonio, 318 S.W.2d 85 (Tex.Civ.App.1958); Handy v. City of Rutland, 156 Vt. 397, 598 A.2d 114 (1990); Faxe v. City of Grandview, 48 Wash.2d 342, 294 P.2d 402 (1956) (<HOLDING>); cf. Mayor & Council of Dover v. Delmarva Options: A. holding that definition of seizure under state constitution differs from that under us constitution B. holding that state constitution required reasonable nonresident rates C. holding missouri constitution requires stricter separation of church and state than does federal constitution D. recognizing that oath taken to honor state constitution makes it the justices duty to apply the state constitution when it does not conflict with the federal constitution E. recognizing exception under state constitution

assistant: The best answer is B. holding that state constitution required reasonable nonresident rates
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 signed in one or more counterparts (and by different parties on separate counterparts), each of which shall be an original and all of which shall be taken together as one and the same agreement. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or electronic mail is to be treated as an original document. The signature of any party on such document, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, any facsimile or electronically transmitted document shall be re‑executed in original form by the parties who executed the facsimile or electronically transmitted document.

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: Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the General Counsel of the Company at the at the Company's principal office, and any notice to be given to the Optionee shall be addressed to the Optionee's last address reflected on the Company's records. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 6.5.

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: This Agreement is intended by the parties to this Agreement as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of such parties in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Transaction Documents with respect to the rights granted by the Company or any of its Affiliates or each Purchaser or any of their Affiliates set forth herein or therein. This Agreement, the other Transaction Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between such parties with respect to such subject matter.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Henderson v. Bluemink, 511 F.2d 399, 402-03 (D.C.Cir.1974); Ex parte Cranman, 792 So.2d 392, 403-06 (Ala.2000); Jinkins v. Lee, 209 Ill.2d 320, 282 Ill.Dec. 787, 807 N.E.2d 411, 420-21 (2004); Gould v. O’Bannon, 770 S.W.2d 220, 221-22 (Ky.1989); Kelley v. Rossi, 395 Mass. 659, 481 N.E.2d 1340, 1344 n.6 (1985); Terwilliger v. Hennepin Cnty., 561 N.W.2d 909, 913-14 (Minn.1997); Kassen v. Hatley, 887 S.W.2d 4, 9-12 (Tex.1994), superseded by statute as recognized in Franka v. Velasquez, 332 S.W.3d 367, 381-85 (Tex.2011); James v. Jane, 221 Va. 43, 282 S.E.2d 864, 867-70 (1980). We recognize, however, that among the relatively few cases addressing prison physicians, there is a divergence of opinions as to whether immunity applies. See Ross v. Schackel, 920 P.2d 1159, 1165 n.5 (Utah 1996) (<HOLDING>). Those jurisdictions granting immunity to Options: A. recognizing split B. recognizing circuit split C. recognizing a split of authority on this issue D. recognizing without resolving the split in authority on the meaning of the word E. recognizing that there is a split of authority on this question of which cpiu source should control

assistant: The best answer is C. recognizing a split of authority on this issue