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 issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than (i) the grant of additional options or other awards under the Company’s existing equity incentive plans, (ii) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (iii) the vesting of awards under the Company’s existing equity incentive plans outstanding on the date hereof, (iv) as a result of the issuance of Placement Shares, (v) any repurchases of capital stock of the Company, or (v) as otherwise disclosed in the Registration Statement or Prospectus (including any Incorporated Documents)) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate in all material respects. As of the date referred to therein, the Company did not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: policies, shortly after implantation. They assert that this ruling is inconsistent with the scientific fact-accepted by both the insurers and 3M — that implants do not cause disease. They argue the court should have held that injuries occurred shortly before the underlying plaintiffs experienced overt symptoms. The occurrence policies provide indemnity for “all sums” that 3M becomes legally obligated to pay as damages as a result of an “occu t the question of when injury first occurred was not previously decided in the litigation between 3M and the underlying plaintiffs. In some situations, critical coverage issues may not be resolved in the actions underlying the insureds liability for a judgment. See, e.g., Brown v. State Auto. & Cas. Underwriters, 293 N.W.2d 822, 825 (Minn.1980) (<HOLDING>). Such is the case here, where the insured Options: A. holding that where issue of intent to injure was not necessary or essential issue in previous action it was nevertheless material fact for litigation in coverage action B. holding that issue of whether dismissal was with or without prejudice becomes ripe only when new action is filed and issue is raised the court in the new action should decide the issue C. holding that an issue is preserved for appeal where the issue was sufficiently raised for the court to rule on it D. holding that prior battery was admissible to prove defendants intent to injure E. holding previous case when no one challenged the issue could not be precedent on the issue

assistant: The best answer is A. holding that where issue of intent to injure was not necessary or essential issue in previous action it was nevertheless material fact for litigation in coverage action
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 construed, interpreted and enforced in accordance with the laws of the State of New York, applied without giving effect to any conflicts-of-law principles. Any action or proceeding relating to this Agreement or Executive’s employment shall be venued exclusively in the state or federal courts located in Western New York.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The UK Sub-Plan, the Grant Notice and this UK Option Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Presently, the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company deems appropriate. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary contained in this Agreement, in the event of a Change in Control, the restrictions imposed by paragraphs (a) and (b) of this Section 7 shall not apply to you after you cease to be employed by the Company if you are not entitled to receive the severance benefits described in Section 6(a).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guaranty may not be amended except in writing signed by the Required Banks (or the Administrative Agent at the written direction of the Required Banks) (or all of the Banks if required under the terms of the Credit Agreement), each Guarantor, and, solely for purposes of its acknowledgment thereof, the Administrative Agent, subject to Section 12.02 of the Credit Agreement; provided , however, that any Subsidiary Guarantor may be released hereunder in accordance with the terms of Section 6.10 of the Credit Agreement, and any Subsidiary may become a Guarantor hereunder by executing and delivering an Accession Agreement and any other applicable documents in accordance with Section 6.10 of the Credit Agreement.

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 Agreement and the documents executed pursuant hereto supersede all negotiations, agreements and understandings among the Parties with respect to the subject matter hereof (except for the Confidentiality Agreement, which the Parties agree will terminate pursuant to its terms or be caused to be terminated as of the Closing) and constitute the entire agreement among the Parties with respect thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with the Closing, a buyer-side representations and warranties insurance policy (the “ R&W Policy ”) will be purchased for the benefit of Buyer (a) with a retention amount of 1.25% and a policy limit of $5,000,000 and (b) that provides coverage for (i) breaches of representations and warranties of Seller (other than the Fundamental Representations) for a period of three years, and (ii) breaches of Fundamental Representations and Retained Taxes for a period of six years. Buyer shall make a one-time payment for premiums, underwriting and due diligence fees for the R&W Policy.

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: The execution, delivery and performance of the Registered Offering Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of Partnership Agreement or other organizational documents of 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 case excerpt and choose the best holding from the options. Case excerpt: that unconfirmed canine alerts are not reliable in the absence of laboratory confirmation, largely due to the fact the canines cannot meaningfully discriminate between background pyrolysis products [those created by the combustion] and accelerants.” Id. at 170, 928 A.2d 165; see also John D. DeHaan, Kirk’s Fire Investigation 543 (6th Ed.2006) (“without a specific verifiable identification of just what is present [by a lab], the investigator cannot decide the significance of such positive alerts”). Most courts that have considered the issue of uncorroborated canine accelerant alerts have found them to be novel scientific evidence, not generally accepted in the scientific community of arson investigators. See Farm Bureau Mut. Ins. Co. v. Foote, 341 Ark. 105, 14 S.W.3d 512 (2000) (<HOLDING>); Carr v. State, 267 Ga. 701, 482 S.E.2d 314 Options: A. holding that scientific evidence must satisfy the pertinent delaware rules of evidence concerning admission of scientific testimony or evidence ie dre 401 402 403 702 and 703 and be relevant and reliable B. recognizing that training and technique for canine accelerant detection is accepted by arson investigation community C. holding that more than notice to a defendant is required D. holding that expert opinion based on scientific technique is inadmissible unless technique is generally accepted as reliable in relevant scientific community E. holding that testimony that accelerant detection canine is more reliable than laboratory equipment is without scientific validity

assistant: The best answer is E. holding that testimony that accelerant detection canine is more reliable than laboratory equipment is without scientific validity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( 1 ) transmit or post any content or use any language , in writing or orally , which , in the sole and absolute discretion of blizzard entertainment , is deemed to be offensive , including without limitation content or language that is unlawful , harmful , threatening , abusive , harassing , defamatory , vulgar , obscene , hateful , sexually explicit , or racially , ethnically or otherwise objectionable , nor may you use a misspelling or an alternative spelling to circumvent the content and language restrictions listed above ;

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 Borrower will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, in each case except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you must ( i ) obtain a world of warcraft authorization code from blizzard ( usually found in a ` box ' copy of world of warcraft or purchased through battle.net ) , ( ii ) register for and log in using an authorized battle.net account ( the `` account '' ) to play world of warcraft and ( iii ) agree to the terms of use , the eula and the bnet tou .

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: form, governs. See 10 Collier on Bankruptcy, ¶ 6006.01[3][a] (15th ed.1998). For example, many asset sales include assignments of executory contracts and/or unexpired leases, and courts generally allow a motion to sell to be treated as a motion to assume or assign those contracts and leases being sold as long as all substantive and notice requirements for assumption and assignment are strictly followed. See, e.g., Chbat v. Tleel (In re Tleel), 876 F.2d 769, 770-771 (9th Cir.1989). Other courts have held that approval of an agreement in a stipulation regarding the assumption or rejection of unexpired leases may be sufficient to put the other parties to those leases on notice. See, e.g., Elliott v. Four Seasons Properties (In re Frontier Properties, Inc.), 979 F.2d 1358 (9th Cir.1992) (<HOLDING>); Lindsey v. ITPE-NMU Welfare Plan (In re Options: A. holding that issuance of an order to show cause satisfied this requirement B. holding that an attorney approval clause in a contract for the sale of real estate was a part of that contract and would have to be satisfied for the underlying contract to be enforceable C. holding that a stipulation as to the law is generally not binding upon the courts D. holding that challenge to oneyear residency requirement for divorce action was not moot even though plaintiff had since satisfied requirement E. holding that courtapproved stipulation satisfied notice requirement for assumption of contract

assistant: The best answer is E. holding that courtapproved stipulation satisfied notice requirement for assumption of contract
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: Lumber, Inc. v. Anderson, 191 Wis.2d 278, 528 N.W.2d 502, 504, 508 (App.1995). Unlike similar rules and statutes in other jurisdictions, those in Arizona do not specify when a motion for attorneys’ fees must be filed in relation to entry of final judgment. Compare A.R.S. § 12-349 with Ga.Code Ann. § 9-15-14(e) (Supp.1996) (motion may be made during action, and not later than 45 days after judgment) and Idaho Code § 12-123(2)(a) (1990) (21 days) and Ohio Rev.Code Ann. § 2323.51(B)(1) (1995) (21 days) and D.Conn.L.R. 9(f) (30 days) and D.Md.R. 109 (14 days). Many courts treat motions for attorneys’ fees as independent claims which are collateral to a decision on the merits. E.g., Budi-nich v. Becton Dickinson & Co., 486 U.S. 196, 202-03, 108 S.Ct. 1717, 1722, 100 L.Ed.2d 178 (1988) (<HOLDING>); United States v. RG & B Contractors, Inc., 21 Options: A. holding that existence of outstanding claims for attorneys fees do not affect determination whether district court entered a final decision for purposes of 28 usc 1291 B. holding that a decision on the merits was a final decision when the recoverability or amount of attorney fees for the litigation remained to be determined regardless of whether such fees were sought under statute case law or contract C. holding that the party seeking contractual attorneys fees is entitled to a decision on the merits D. holding that a decision on the merits is a final decision for purposes of filing an appeal pursuant to 28 usc 1291 whether or not there remains for adjudication a request for attorneys fees attributable to the case E. holding that a district courts denial of a claim of qualified immunity is an appealable final decision within the meaning of 28 usc 1291 to the extent that it turns on an issue of law

assistant: The best answer is D. holding that a decision on the merits is a final decision for purposes of filing an appeal pursuant to 28 usc 1291 whether or not there remains for adjudication a request for attorneys fees attributable to the case
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: Act. Tex. Crv. PRAC. & Rem.Code Ann. § 37.001 (Vernon 1986). We will first address the City’s claims under the Declaratory Judgment Act. The City argues that, because it is seeking a declaration that the hearing examiner exceeded his jurisdiction in ordering Wood-ruff’s reinstatement, the district court had subject matter jurisdiction under the Declaratory Judgment Act. Tex. Civ. PRAC. & Rem. Code Ann. § 37.001 (Vernon 1986). Specifically, the City contends the Declaratory Judgment Act gives the trial court jurisdiction to determine whether an administrative agency has exceeded its statutorily conferred powers. See Gulf States Util. Co. v. Coalition of Cities for Affordable Util. Rates, 883 S.W.2d 739, 743 (Tex.App.—Austin 1994), rev’d on other grounds, 947 S.W.2d 887 (Tex.1997) (<HOLDING>). Woodruff first responds that the City did not Options: A. holding that the designation of the rod as final agency action under the apa is generally recognized B. recognizing a state agencys powers are limited to 1 C. holding an action taken by an administrative agency in excess of its statutory powers is the well recognized exception to the general rule that an agencys final order is immune from collateral attack D. holding that an administrative agency is not subject to a contempt proceeding for failure to comply with an order E. recognizing general rule that when an administrative agencys order is appealed to a court agencys power and authority over the matter is suspended because courts jurisdiction over subject matter must be complete and not interfered with or frustrated by concurrent action of administrative agency

assistant: The best answer is C. holding an action taken by an administrative agency in excess of its statutory powers is the well recognized exception to the general rule that an agencys final order is immune from collateral attack
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: Court’s decision in Colorado River Water Conservation District v. United States, 424 U.S. 800, 96 S.Ct. 1236, 47 L.Ed.2d 483 (1976), had severely curtailed the district courts’ discretion to defer to state litigation in most kinds of cases, including declaratory judgment actions. Mobil Oil, 772 F.2d at 542. Abstention under Colorado River is permissible only in “exceptional” circumstances. See 424 U.S. at 818, 96 S.Ct. at 1246. Mobil Oil, however, must be applied circumspectly. It did not discuss post-Colorado River authority that has continued to support the district courts’ special jurisdictional discretion as to declaratory judgment suits independent of the Colorado River analysis. See, e.g., Mission Ins. Co. v. Puritan Fashions Corp., 706 F.2d 599, 601-02 & nn. 1 & 3 (5th Cir.1983) (<HOLDING>); 10A Wright & Miller & Kane, supra, § 2759, at Options: A. holding that the petitioners traffic difficulties did not constitute exceptional circumstances B. holding the fourteenth amendment does not apply to the actions of the federal government C. holding that the exceptional circumstances test does not apply to declaratory judgment actions D. holding that moses conecolorado river factors do not apply to declaratory judgment actions E. holding that confusion as to a hearing time does not amount to exceptional circumstances

assistant: The best answer is C. holding that the exceptional circumstances test does not apply to declaratory judgment actions
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 shall be employed in the capacity of Chief Financial Officer, Secretary and Treasurer of the Company and shall have such other duties, responsibilities and authorities as are assigned to him by the Board of Directors of the Company (the “Board”) so long as such additional duties, responsibilities and authorities are consistent with Employee's position and level of authority as Chief Financial Officer, Secretary and Treasurer of the Company. Employee shall report directly to the President/CEO, and the Board of the Company. Subject to the control and general directions of the Board and except as otherwise herein provided, Employee shall devote all necessary business time, best efforts and attention to promote and advance the business of the Company and its subsidiaries and affiliates and to perform diligently and faithfully all the duties, responsibilities and obligations of Employee to be performed by him under this Employment Agreement. Employee's duties shall include the ongoing management and oversight of the general and financial business affairs and operations of the Company and its subsidiaries and affiliates. It is expressly understood that Employee also is and/or may become engaged in other limited business activities not involving the Company. Any such independent activity shall be disclosed to the Audit Committee of the Company’s Board in advance, and any such other business activities shall not unreasonably interfere with Employee's performance of his obligations under this Employment Agreement.

assistant: Duties
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: requires proof of both knowledge and intent by any person who makes a “knowing concealment, suppression, or omission of any material fact with intent that others rely upon such concealment, suppression or omission...” N.J.S.A. 56:8-2; Gennari v. Weichert Co. Realtors, supra., 148 N.J. at 607-608, 691 A.2d 350, Cox v. Sears, Roebuck & Co., supra., at 18, 647 A.2d 454, Varacallo v. Ma ndividual reliance, but does not require proof that such reliance was reasonable. Parks v. Macro-Dynamics, Inc., 121 Ariz. 517, 591 P.2d 1005 (1972). North Carolina requires proof of “actual” and “detrimental” reliance upon defendant’s misrepresentations, from which it may be inferred that such reliance need not necessarily be reasonable. Forbes v. Par Ten Group, Inc., 99 N.C.App. 587, 394 S.E.2d 643 (1990) (<HOLDING>); Pleasant Valley Promenade v. Lechmere, Inc., Options: A. holding consumer claims under the texas deceptive trade practices act nonassignable B. holding that billings by the cruise line for port charges that were misrepresented as passthrough expenses but kept as additional profits is a deceptive practice under the florida deceptive and unfair trade practices act C. holding that both punitive and treble damages were recoverable under the texas deceptive trade practices act because each of the plaintiffs claims resulted from a distinct act however because the plaintiff suffered only one compensable injury she could only be awarded one recovery for actual compensatory damages D. holding that statutory damages were appropriate for each discrete violation of that states deceptive trade practices act E. holding that recovery under the north carolina unfair and deceptive trade practices act is limited to those situations when a plaintiff can show that plaintiff detrimentally relied upon a statement or misrepresentation and he or she suffered actual injury as a proximate result of defendants deceptive statement or misrepresentation

assistant: The best answer is E. holding that recovery under the north carolina unfair and deceptive trade practices act is limited to those situations when a plaintiff can show that plaintiff detrimentally relied upon a statement or misrepresentation and he or she suffered actual injury as a proximate result of defendants deceptive statement or misrepresentation
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: her all of the items in storage, resulting in an unequal distribution, was justified because she had paid the costs to store the items, and testified that their total value was less than half of the storage costs. While the goal of equity and justice is certainly a factor to be considered in constructing a distribution, it is not the only factor, nor does the statute provide that it should carry more weight than the other enumerated factors. See § 61.075(1), Fla. Stat. (2012). Rather, the statute provides that an unequal distribution can be made if it is justified after “all relevant factors” have been considered, including the factors contained in section 61.075(l)(a)-(j). See Boutwell, 920 So.2d at 158; see also Wagner v. Wagner, 61 So.3d 1141, 1143 (Fla. 1st DCA 2011), reh’g denied, (<HOLDING>). In the Final Judgment section entitled Options: A. holding that a trial judge should not consider a spouses anticipated social security benefits as a factor in distributing the marital assets B. holding that trial courts must consider the ten factors listed in section 610751 when crafting an unequal distribution of marital assets C. holding wife was not prejudiced by the trial courts refusal to consider the tax consequences of assets awarded to her in part because it did not affect the overall property distribution D. holding that the trial court must consider these factors in denying appellants petition to transfer prior to trial E. holding income tax liability incurred during marriage is one of accepted costs of producing marital income and should be treated as marital debt for purposes of determining equitable distribution of marital estate

assistant: The best answer is B. holding that trial courts must consider the ten factors listed in section 610751 when crafting an unequal distribution of marital assets
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: Taikang Insurance Group Inc. owns, directly or indirectly, one hundred percent (100%) of the capital stock of Buyer, free and clear of Liens other than Liens imposed at Closing in connection with the funding of the loan under the Loan Agreements. Buyer is a Hong Kong limited company duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation. Buyer has the requisite power and authority to own, lease or operate its properties and to carry on its business as now being conducted. Buyer is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or the Transaction Documents to which it is a party. Buyer is not, directly or indirectly, controlled by or under the control of any state-owned or operated Persons.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if your section 8 ( b ) dispute against viber involves a paid viber service and we are unable to resolve it through dialogue ( as described above ) , viber will directive 2013/11/eu on consumer alternative dispute resolution .

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: for the spectacled eider and the Steller’s eider should be dismissed with prejudice as moot. Defendants further argue that FWS is entitled to summary judgment on the remaining part of Count VIII alleging that BLM and FWS consultations on the proposed leasing program and decision to proceed were inadequate because they failed to consider the impacts on critical habitat. The parties agree that plaintiffs’ claim that FWS violated the ESA by failing to designate critical habitat for the spectacled eider and the Steller’s eider is moot. The parties disagree as to whether that claim should be dismissed with or without prejudice. A dismissal on mootness grounds is without prejudice to future suits on the merits of the same claim. See Payne v. Panama Canal Co., 607 F.2d 155, 158 (5th Cir.1979) (<HOLDING>); DiGiore v. Ryan, 172 F.3d 454, 466 (7th Options: A. holding that an adjudication on summary judgment is an adjudication on the merits B. holding that a partial adjudication on the merits followed by a voluntary dismissal without prejudice of the remaining claims is not a final judgment that gives rise to appellate jurisdiction C. holding that a dismissal on statute of limitations grounds is an adjudication on the merits for purposes of res judicata D. holding that the dismissal without prejudice of the prior actions on grounds of mootness does not serve as a final adjudication on the merits so as to bar this action E. holding that a dismissal on limitations grounds is a judgment on the merits

assistant: The best answer is D. holding that the dismissal without prejudice of the prior actions on grounds of mootness does not serve as a final adjudication on the merits so as to bar this action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As part of the consideration for this Agreement and for his employment by the Company, subject to the provisions of this Agreement, the Employee hereby assigns to the Company, as and when same arise, his entire right, title and interest, including all intellectual property rights and trade secret rights, in and to any and all work product that is conceived, created, developed or otherwise generated by the Employee from time to time that relates to the business of the Company or the Subsidiaries, including but not limited to all inventions, research, designs, trade secrets, improvements, plans, specifications and documentation (collectively, “Work Product”), all of which shall be deemed a work for hire for the Company under the U.S. Copyright Act to the fullest extent permitted under the law. The Employee further agrees that he will promptly, fully disclose to the Company or the Subsidiaries all such Work Product and will, at any time from the date hereof, including during and after his employment with the Company, at the Company’s expense, render to the Company or the Subsidiaries such cooperation and assistance as the Company or the Subsidiaries may deem advisable in order to obtain copyright, patent, trademark or industrial design registrations as the case may be on, or otherwise vest, perfect or defend the Company’s or the Subsidiaries’ rights with respect to, any or all Work Product. Such cooperation and assistance shall include, but is not limited to, the execution of any and all applications for copyright, patent, trademark or industrial design registrations, assignments of copyrights and other instruments in writing which the Company and the Subsidiaries may deem necessary or desirable. The Employee hereby irrevocably waives all of his moral rights in the Work Product in favor of the Company and its Subsidiaries and their respective successors, assignees and licensees.

assistant: Intellectual Property
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 (including by facsimile or portable document format (.pdf)), all of which together shall constitute one agreement binding each of the Parties. Each of the Parties may sign any number of copies of this Agreement. Each signed copy shall be deemed to be an original, and all of them together shall represent one and the same 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 case excerpt and choose the best holding from the options. Case excerpt: behavior after the accident was due to intoxication and not due to trauma from the accident. Appellant directs us to Officer Trusler’s cross-examination testimony in which the officer testified he was unsure what types of behavioral and neurological problems might be exhibited by someone who had recently been involved in an accident as opposed to someone who was intoxicated. Section 577.010 sets out in pertinent part that “[a] person commits the crime of [DWI] if he operates a motor vehicle while in an intoxicated or drugged condition.” “[A] person is in an ‘intoxicated condition’ when he is under the influence of alcohol, a controlled substance, or drug, or any combination thereof.” § 577.001.2. “ ‘Intox requested sobriety tests. See State v. Myers, 940 S.W.2d 64, 65 (Mo.App.1997) (<HOLDING>). Additionally, Officer Trusler testified at Options: A. holding evidence sufficient when appellant exhibited signs of possible intoxication failed field sobriety tests and had blood alcohol level in excess of legal limit B. holding that a refusal to perform field sobriety tests was admissible as evidence of intoxication C. holding that under florida precedent trial court erred in excluding expert testimony on intoxication as voluntary intoxication was a valid defense to a specific intent crime and expert testimony is relevant to a disputed voluntary intoxication defense D. holding such intoxication to be voluntary E. holding statistical conclusions admissible and questions regarding the size of a tests database goes to the weight not admissibility of the evidence

assistant: The best answer is B. holding that a refusal to perform field sobriety tests was admissible as evidence of intoxication
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: 1042 (1923) (noting the fundamental individual right of choice of language); Yniguez v. Arizonans For Official English, 69 F.3d 920, 948 (9th Cir.1995) (“Since language is a close and meaningful proxy for national origin, restrictions on the use of languages may mask discrimination against specific national origin groups or, more generally, conceal nativist sentiment”), vacated on other grounds, 520 U.S. 43, 117 S.Ct. 1055,137 L.Ed.2d 170 (1997); Odima v. Westin Tucson Hotel Co., 991 F.2d 595, 601 (9th Cir.1993) (“accent and national origin are obviously inextricably intertwined”); United States v. Alcantar, 897 F.2d 436, 440 (9th Cir.1990) (recognizing “how closely tied Spanish language is to Hispanic identity”); Fragante v. City and County of Honolulu, 888 F.2d 591 (9th Cir.1989) (<HOLDING>), cert. denied, 494 U.S. 1081, 110 S.Ct. 1811, Options: A. recognizing that the distinction between national origin and racial discrimination is an extremely difficult one to trace and holding that plaintiffs allegations of racial discrimination were sufficient to survive a motion to dismiss B. holding that texas twoyear statute of limitations applied to section 1981 action for discrimination on the basis of national origin C. holding that even in the absence of an express linkage between race and national origin the specific facts alleged by a plaintiff in his or her eeoc complaint may suggest both forms of discrimination D. holding accent discrimination may be actionable as national origin discrimination under title vii citing with approval eeoc guidelines defining national origin discrimination to include discrimination based on the linguistic characteristics of a national origin group E. holding that failure to provide educational assistance to nonenglishspeaking students constituted national origin discrimination under title vi

assistant: The best answer is D. holding accent discrimination may be actionable as national origin discrimination under title vii citing with approval eeoc guidelines defining national origin discrimination to include discrimination based on the linguistic characteristics of a national origin group
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 and each other Transaction Agreement to which such Backstop Participant is a party (a) has been, or prior to its execution and delivery will be, duly and validly executed and delivered by such Backstop Participant and (b) when executed and delivered, assuming this Agreement has been duly authorized, executed and delivered by the Company and each of the Debtor Subsidiaries party hereto, will constitute the valid and binding obligations of such Backstop Participant, enforceable against such Backstop Participant in accordance with their respective terms, subject to the Bankruptcy and Equity Exception.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The captions at various places in this Amendment are intended for convenience only and do not constitute and shall not be interpreted as part of this Amendment. For the avoidance of doubt, any reference to “the date hereof” or “the date of this Agreement” included in the amended provisions of the Original Agreement as set forth above is a reference to March 18, 2015 and not the Restructuring Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Term Sheet shall become binding when any one or more counterparts hereof, individually or taken together, bears the signatures of each of the Parties hereto. This Term Sheet may be executed in any number of counterparts (including facsimile or e-mail counterparts), each of which shall be an original as against a Party whose signature appears thereon, but all of which taken together shall constitute one and the same instrument.

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 of the Loan Parties and each other Subsidiary owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights that is material to the business of the Parent Guarantor and its Subsidiaries, taken as whole (collectively, “ Intellectual Property ”), without known conflict with any patent, license, franchise, trademark, trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person, the effect of which conflict could reasonably be expected to have a Material Adverse Effect. The Loan Parties have taken all such steps as they deem reasonably necessary to protect their respective rights under and with respect to such Intellectual Property. No claim has been asserted by any Person with respect to the use of any such Intellectual Property, or challenging or questioning the validity or effectiveness of any such Intellectual Property that could reasonably be expected to have a Material Adverse Effect.

assistant: Intellectual Property
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: term of supervised release for § 2250 violations. Under these facts, Mosley cannot show a “reasonable probability” that, but for the alleged error, his sentence would have been different, thus he fails to meet his burden of demonstrating plain error. See United States v. Segura, 747 F.3d 323, 330-31 (5th Cir.2014) (explaining that error did not affect substantial rights where district court’s only reference to the guidelines recommendation was to adopt them and court stated that lifetime term of supervised release was necessary for defendant to assimilate back into society). When reviewing the reasonableness of a sentence, we apply an abuse of discretion standard. Gall v. United States, 552 U.S. 38, 51, 128 S.Ct. 586, 597, 169 L.Ed.2d 445 (2007); see also Zinn, 321 F.3d at 1087 (<HOLDING>). As to Mosley’s second procedural Options: A. holding that supervised release sentences are normally reviewed for abuse of discretion B. holding that denial of joinder motion is reviewed for abuse of discretion C. holding that the imposition of sanctions is reviewed for abuse of discretion D. holding that the dismissal of a frivolous action reviewed for abuse of discretion E. holding that further supervised release may be ordered as a sentence for violation of supervised release

assistant: The best answer is A. holding that supervised release sentences are normally reviewed for abuse of discretion
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 PSUs subject to this Award are subject to both a time-based vesting condition (the “ Time-Based Condition ”) and a performance-based vesting condition (the “ Performance Condition ”). None of the PSUs shall vest unless and until both the Time-Based Condition and the Performance Condition are satisfied.

assistant: Vesting
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 any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

assistant: Severability