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: goods, services, or new credit, or release by a transferee of property previously transferred to such transferee in a transaction that is neither void nor voidable by the debtor or the trustee under any applicable law, including proceeds of such property, but does not include an obligation substituted for an existing obligation. 11 U.S.C. § 547(a)(2). Before new value can be determined, a court must measure “the value given to the debtor in determining the extent to which the trustee may void a contemporaneous exchange.” Sulmeyer v. Suzuki (In re Grand Chevrolet, Inc.), 25 F.3d 728, 733 (9th Cir.1994) (quoting Milchem, Inc. v. Fredman (In re Nucorp Energy, Inc.), 902 F.2d 729, 733 (9th Cir.1990)); see also Creditors’ Committee v. Spada (In re Spada), 903 F.2d 971, 976-77 (3d Cir.1990) (<HOLDING>). New value is measured at the time of the Options: A. holding the measure of damages is the difference between the value of the automobile prior to the upset and its value when prepared and presented to the plaintiff for acceptance B. holding that under 11 usc 547c4 a later payment in exchange for new value only deprives the defendant of the new value defense if the later payment is an otherwise unavoidable transfer C. holding that a party invoking a 547c1 defense must prove the specific measure of the new value given to the debtor in exchange for what was received D. holding that defendant must prove when the services were rendered to establish that the new value exception applies E. holding that the proper measure of damages was the present value of all unaccrued payments that the plaintiff would have received if the contract had been performed

assistant: The best answer is C. holding that a party invoking a 547c1 defense must prove the specific measure of the new value given to the debtor in exchange for what was received
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 set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000, other than (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) for other employee and director compensation and benefits, including equity awards under any equity incentive plans of the Company.

assistant: Transactions With Affiliates
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 shall receive a total of 25 days of paid vacation, or holidays on a pro rata basis during any 365 day period of the Term. The amount may be adjusted in accordance with the Company’s standard policy or as directed by the Company’s Board of Directors. Any vacation or holiday leave time not used during any 365 day period of the Term will not carry forward to the next 365 period and will be forfeited.

assistant: Vacations
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: had even a “moderate limitation” adhering to a schedule or concentrating or understanding or handling instructions, then she would be precluded from work (Id.). The ALJ’s failure to address this issue in her opinion raises a red flag that, at a minimum, needs to be acknowledged on remand and then lowered if the Commissioner continues to deny Title II benefits for the relevant period. See Sayles v. Barnhart, No. 00 C 7200, 2001 WL 1568850, at *9 (N.D.Ill., Dec. 7, 2001)(finding that “the fundamental problem with the ALJ’s determination is that both in the body of her ruling and in her findings, she addressed the vocational expert’s opinion in response to only one of the hypotheticals ... and disregarded the others”); see also Connor v. Shalala, 900 F.Supp. 994, 1003-04 (N.D.Ill.1995) (<HOLDING>). Turning to the speech aphasia issue, the Options: A. holding that lack of medical evidence cannot form the sole basis for discounting pain testimony but is a factor that an alj may consider B. holding that vocational experts testimony that there were jobs claimant could perform constituted substantial evidence C. holding that the failure to articulate the basis for declining jurisdiction may be clear error D. holding that an alj is entitled to rely on vocational experts testimony that is based on assumptions that are supported by evidence in the record E. holding that the alj did not consider the vocational experts testimony on crossexamination and failed to articulate a basis for rejecting this evidence which was a basis for remand

assistant: The best answer is E. holding that the alj did not consider the vocational experts testimony on crossexamination and failed to articulate a basis for rejecting this evidence which was a basis for remand
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: Neither the Company, any participating Affiliate, nor the Board, or the Compensation Committee, of the Company or any participating affiliate, nor any officer or employee of the Company or any participating affiliate shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith; and the members of the Company’s Board, the Compensation Committee and/or management of the Company shall be entitled to indemnification and reimbursement by the Company to the maximum extent permitted by law in respect of any claim, loss, damage or expense (including counsel’s fees) arising from their acts, omission and conduct in their official capacity with respect to the Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: It is, in any event, incorrect. If Rooney receives a declaratory judgment that the discharge was valid and the revocation invalid, “release ... would follow automatically since, in a second action for a writ of habeas corpus, the prior judgment would have res judicata effect.” Monk, 793 F.2d at 366. It thus does “not matter that he ha[s] not asked for release.” LoBue, 82 F.3d at 1083. Nor may Rooney “avoid the requirement that he proceed by habeas corpus by adding a request for relief that may not be made in a petition for habeas corpus.” Monk, 793 F.2d at 366. Accordingly, habeas corpus is Rooney’s exclusive remedy. See id. (citing Preiser v. Rodriguez, 411 U.S. 475, 490, 93 S.Ct. 1827, 36 L.Ed.2d 439 (1973)); cf. Heck v. Humphrey, 512 U.S. 477, 114 S.Ct. 2364, 129 L.Ed.2d 383 (1994) (<HOLDING>). The problem for Rooney is that, because his Options: A. holding that a state is not a person under 42 usc 1983 B. holding that public defenders do not act under color of state law and therefore are not subject to suit under 42 usc 1983 C. holding that a state prisoner may not challenge the constitutionality of his conviction in a suit for damages under 42 usc 1983 D. holding that 42 usc 1396aa13a is enforceable in a suit under 1983 E. holding that a municipality is immune from punitive damages under 42 usc 1983

assistant: The best answer is C. holding that a state prisoner may not challenge the constitutionality of his conviction in a suit for damages under 42 usc 1983
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: Without limiting Section 11.4 of the Security Agreement, upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: co-hosts remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as a co-host , including , but not limited to , conduct that causes harm or damage to the host .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any violation by you of the terms of this section may result in immediate termination of your accounts without any refund or other compensation .

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

user: If Recipient is requested, ordered or required by a regulatory agency or any other government authority or a court to disclose any Confidential Information, Recipient shall promptly notify Disclosing Party of such request, order or requirement so that Disclosing Party may have the opportunity to contest the disclosure, including seeking a protective order, or waive Recipient’s compliance with this Agreement.

assistant: No
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will use the proceeds from the sale of the Convertible Notes for general working capital purposes including normal business operations, unless otherwise agreed by Purchaser. For the avoidance of doubt, proceeds from the sale of the Convertible Notes cannot be used to repay existing outstanding debt unless otherwise agreed by Purchaser.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, or overnight delivery service, by facsimile or by electronic mail (if an address therefore has been provided by the respective party in writing) to, the address of each party as set forth on Schedule B to the Sale and Servicing Agreement, or, as to any of such Persons, at such other address as shall be designated by such Person in a written notice to the other Persons.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, provided, however, that if the Expenses, judgments, fines or amounts paid in settlement arose out of any action or inaction of Indemnitee, indemnification shall only be available if the action or inaction did not constitute fraud or intentional misconduct by Indemnitee.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Robert Louis Tolbert appeals the district court’s denial of his petition for habeas corpus, arguing that the state trial court violated his Sixth Amendment right to counsel when it admitted evidence of a note containing communications he claims were privileged. We have jurisdiction pursuant to 28 U.S.C. § 2253, and we review the district court’s denial of Tolbert’s petition de novo. Clark v. Murphy, 331 F.3d 1062, 1067 (9th Cir.2003). We affirm. To the extent that Tolbert contends that the state court unreasonably concluded that Tolbert waived his state attorney-client privilege, this claim provides no basis for federal habeas relief. Estelle v. McGuire, 502 U.S. 62, 67-68, 112 S.Ct. 475, 116 L.Ed.2d 385 (1991) (<HOLDING>). Furthermore, the state court reasonably Options: A. holding that gardenvariety errors of state law do not warrant federal habeas relief B. holding that infirmities in state habeas proceedings do not constitute grounds for federal habeas relief C. holding that federal habeas relief is not available to correct errors of state law D. holding that federal habeas corpus relief does not lie for errors of state law E. holding that errors in state law cannot support federal habeas relief

assistant: The best answer is E. holding that errors in state law cannot support federal habeas relief
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: have observed that DCF is “probably the most prominent and frequently used post-Weinberger method of appraisal.” Wer-theimer, 47 Duke L.J. at 628. In different legal contexts, Arizona courts have long recognized DCF as a viable valuation method. See, e.g., Pima County v. American Smelting & Refining Co., 115 Ariz. 175, 177, 564 P.2d 398, 400 (App.1977); Crystal Point Joint Venture v. Ariz. Dep’t of Revenue, 188 Ariz. 96, 101, 932 P.2d 1367, 1372 (App.1997). Although the DCF method is by no means the only appropriate corporate valuation method, the trial court did not err by relying on the DCF method evidence presented at the valuation hearing on the record presented by the parties in this case. See Maricopa County v. Barkley, 168 Ariz. 234, 239, 812 P.2d 1052, 1057 (App.1990) (<HOLDING>). ¶34 Appellants do not so much contest Raben’s Options: A. holding that experts may rely in part on internet research B. holding that a trial court has discretion to qualify experts and rely on various methods in making a valuation determination C. holding that presumption of correctness defeated when taxpayer alleged assessors valuation was discriminatory and presented evidence of discriminatory valuation methods D. holding in a case where there was no evidence that the expert was incompetent or that the petitioners lawyers had any reason to question the experts professional qualifications that it was objectively reasonable for trial counsel to rely upon the experts diagnosis E. holding that appellate court in affirming trial courts decision may rely in part on a ground not presented to trial court

assistant: The best answer is B. holding that a trial court has discretion to qualify experts and rely on various methods in making a valuation determination
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: Within a reasonable time after a Subsidiary is organized or acquired, or any Person becomes a Subsidiary pursuant to the definition thereof, or is designated by the Borrower or the Lender as a Subsidiary, the Borrower shall provide the Lender with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary, appropriate corporate resolutions, other corporate documentation and legal opinions, in each case in form and substance reasonably satisfactory to the Lender and its counsel, and such other documentation as the Lender may reasonably request. In addition, Borrower will, and will cause each Subsidiary to, promptly correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgment or recordation thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All warranties, representations and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by them or on their behalf under this Agreement, shall be considered to have been relied upon by Lender. All statements in any such certificate or other instrument shall constitute warranties and representations by Borrower hereunder. All warranties, representations, indemnities and covenants made by Borrower hereunder or under any other agreement or instrument shall be deemed continuing until the Obligations are indefeasibly paid and satisfied in full.

assistant: Survival
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: law. Under DOHSA as amended, if a death results from a commercial aviation incident more than 12 nautical miles from the shore of the United States, DOHSA still applies, although some nonpecuniary damages are now recoverable. See 46 U.S.C. app. § 762(b)(1). Punitive damages are expressly disallowed. See id. In contrast, if the commercial aviation incident occurs within 12 nautical miles of the shore, DOHSA is now wholly inapplicable: state or federal law applies, and it may therefore be possible to recover unrestricted nonpecuniary damages or even punitive damages. See § 761(b). Heretofore, § 761 made DOHSA applicable beyond a marine league (approximately three nautical miles) from shore. But cf. Blome v. Aerospatiale Helicopter Corp., 924 F.Supp. 805, 814 (S.D.Tex.1996)(Kent, J.)(<HOLDING>), aff'd 114 F.3d 1184. In other words, the more Options: A. holding that the territorial jurisdictional issue is a factual determination which is within the province of the jury to resolve under appropriate instructions and that we agree with the weight of authority that the territorial jurisdictional issue must be proved beyond a reasonable doubt B. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state C. holding that when evidence exists that the crime may have been committed outside marylands territorial jurisdiction and a defendant disputes the territorial jurisdiction of the maryland courts to try him or her the issue of where the crime was committed is factdependent and thus for the trier of fact D. recognizing three bases common law or territorial significant activity and integral relation E. holding that dohsa is inapplicable within three leagues of the shore of texas because the territorial waters of the republic of texas extended to this distance

assistant: The best answer is E. holding that dohsa is inapplicable within three leagues of the shore of texas because the territorial waters of the republic of texas extended to this distance
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: Should any provision of this Agreement or the provisions of the Employment Agreement incorporated in this Agreement be held to be illegal, void or unenforceable, such provision shall be of no force and effect. However, the illegality or unenforceability of any such provision shall have no effect upon, and shall not impair the enforceability of, any other provision of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of Sections 3 and 4 of this Severance Agreement, the term of this Severance Agreement shall commence as of the Effective Date and end on the third anniversary of the Effective Date (the “ Term ”) ; provided , however , the Term shall be automatically extended for an additional one-year period commencing with the third anniversary of the Effective Date and, thereafter, on each such successive anniversary of the Effective Date thereafter (each an “ Extension Date ”), unless the Company or Executive provides the other party hereto at least 90 days prior written notice before the next Extension Date that the Term shall not be so extended.

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 case excerpt and choose the best holding from the options. Case excerpt: of jurors’ agreement to be bound to vote in accordance with longer of two lists of facts making defendant guilty and not guilty), with Editorial Caballero, S.A. de C.V. v. Playboy Enters., Inc., 359 S.W.3d 318, 325 (Tex.App.-Corpus Christi 2012, pet. denied) (“Personal pressures felt by jurors to wrap up the deliberations do not constitute outside influences.”), Rosell v. Cent. W. Motor Stages, Inc., 89 S.W.3d 643, 660-61 (Tex.App.-Dallas 2002, pet. denied) (reasoning that bailiff informing jury that it would have to deliberate another day unless a decision was reached was neutral information that would not persuade a juror to decide the case in any particular manner), and Kirby Forest Indus., Inc. v. Kirkland, 772 S.W.2d 226, 234 (Tex.App.-Houston [14th Dist.] 1989, writ denied) (<HOLDING>). Although juror Aguilera changed his vote to Options: A. holding in a case where the plaintiff had argued that the district court lacked jurisdiction to amend its judgment more than ten days after entry because that is the time limit under federal rule of civil procedure 59 that a district court can amend its judgment because of mistake or inadvertence months after judgment has been entered pursuant to rule 60b of the federal rules of civil procedure B. holding testimony of two jurors that they changed their votes because of pressures to return to work was inadmissible because such pressures were not outside influences within the meaning of rule 606b and rule of civil procedure 327 C. holding that federal rule of civil procedure rule 6a applies to the calculation of the aedpas oneyear limitations period D. holding that rule 606b does not violate the sixth amendment E. holding that information disclosed to jurors as a result of their presence at trial ie that the defendant did not testify did not constitute extraneous prejudicial information within the meaning of the rule 606b exception

assistant: The best answer is B. holding testimony of two jurors that they changed their votes because of pressures to return to work was inadmissible because such pressures were not outside influences within the meaning of rule 606b and rule of civil procedure 327
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees to (i) pay the Escrow Agent upon the Closing and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 4 hereto, and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorney’s fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Escrow Agreement. The Escrow Agent is authorized to deduct such fees from the Escrow Fund at the time of the Initial Closing without prior authorization from the Company or the Depositors. In the event that the Offering is terminated prior to the Initial Closing, the Company agrees to pay the Escrow Agent the Review Fee and the Acceptance Fee as described in Schedule 4 hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: CapStar will provide to Executive, consistent with the terms and conditions of the respective plans, and pay the cost of, such employee benefits as are provided to Executive Officers of CapStar generally under benefit plans adopted by CapStar from time to time (CapStar’s “Employee Benefit Plans”). These Employee Benefit Plans may include vacation days, sick days or other types of paid or unpaid leave, insurance programs, pension plans, profit sharing plans, bonus plans, stock option plans, restricted stock plans or other stock-based incentive plans, and other employee benefit plans. Provision of such benefit plans by CapStar is within the sole discretion of CapStar, and any such benefits may be amended, modified or discontinued at any time by CapStar.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company, on the one hand, and Acquiring Entity and Acquiring Entity, on the other hand, shall hold and shall cause their respective representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other party furnished to it by such other party or its representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources, which source is not the agent of the other party, by the party to which it was furnished), and each party shall not release or disclose such information to any other person, except its representatives in connection with this Agreement. In the event that any party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such party shall give timely written notice to the other party so that such party may have an opportunity to obtain a protective order or other appropriate relief. Each party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information.

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 case excerpt and choose the best holding from the options. Case excerpt: the petition, then such period does not expire until the later of— (1) the end of such period, including any suspension of such period occurring on or after the commencement of the case; or (2) 30 days after notice of the termination or expiration of the stay under section 362, 922, 1201, or 1301 of this title, as the case may be, with respect to such claim. 11 U.S.C. § 108(c). Significantly, § 108(c) preserves liens that would expire under nonbankrup-cy law. Pierport Dev. & Realty, 491 B.R. at 548; see also Shales v. Lanas Constr., Inc., 07 C 2970, 2010 WL 3842362, at *6 (N.D.Ill. Sept. 24, 2010). Under § 108(c), a judgment creditor is not required to take any affirmative steps to preserve its lien. Pierport, 491 B.R. at 549; see also In re Coan, 96 B.R. 828, 832 (Bankr.N.D.Ill.1989) (<HOLDING>). As a result, an Illinois judgment lien Options: A. holding that valid liens do not expire during the pendency of the bankruptcy case despite the creditors failure to take action to enforce or perfect the lien within the time period prescribed by state law B. holding that personal injury action arising during the pendency of the bankruptcy proceedings was property of the estate C. holding that the limitations period is likewise not tolled during the pendency of a certiorari petition to the supreme court D. holding that the refiling of a tax lien during bankruptcy proceedings did not create perfect or enforce a lien in violation of the 362a4 E. holding that time period of article iii of the iad tolled during the pendency of defendants motion to dismiss

assistant: The best answer is A. holding that valid liens do not expire during the pendency of the bankruptcy case despite the creditors failure to take action to enforce or perfect the lien within the time period prescribed by state law
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, warranties, covenants and agreements made in this Agreement, the Transaction Documents, or any other agreement, certificate, document or instrument furnished pursuant hereto shall survive any investigation made by the Investor and the closing of the transactions contemplated hereby. Article V of this Agreement shall survive the closing of the transactions contemplated hereby.

assistant: Survival
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: See id. at 1002. Moreover, if the speech is classified as commercial speech, it is not actionable “when the plaintiffs identity is used, without consent, to promote an unrelated product.” Gionfriddo v. Major League Baseball, 94 Cal.App.4th 400, 413, 114 Cal.Rptr.2d 307 (2001); Hoffman, 255 F.3d at 1185 (noting that when a defendant uses “an aspect of the celebrity’s identity entirely and directly for the purpose of selling a product,” such use does not “implicate the First Amendment’s protection of expressions of editorial opinion”). a. Commercial Speech Defendant argues that the Publication is noncommercial speech that deserves the full protection of the First Amendment. (Def.’s Mem. at 10-11.) Specifically, defendant contends it is undisputed that the Publication does not prop 2d 639 (<HOLDING>). Informational publications that refer to or Options: A. holding that relatively contemporaneous reprinting of poster of football player that appeared in newspaper article about super bowl victory received full protection under the first amendment B. holding that an equal protection claim was no more than a first amendment claim dressed in equal protection clothing and was thus subsumed by and coextensive with the first amendment claim C. recognizing him from the newspaper picture and article of the night before D. holding that students reporting of sexual hazing was entitled to first amendment protection and school officials were not entitled to qualified immunity when they punished him by throwing him off the football team E. recognizing first amendment protection for news gathering

assistant: The best answer is A. holding that relatively contemporaneous reprinting of poster of football player that appeared in newspaper article about super bowl victory received full protection under the first amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding the foregoing, prior to any increase to the Conversion Rate that is otherwise provided in this Section 5, no such increase shall be made if the Company receives, prior to the effective time of such increase, written notice from the holders representing at least a majority of the then-outstanding shares of Series A Preferred Stock, voting together as a separate class, that no increase is to be made as the result of a particular issuance of Common Stock or other dividend or distribution on shares of Common Stock. This waiver shall be limited in scope and shall not be valid for any issuance of Common Stock or other dividend or distribution on shares of Common Stock not specifically provided for in such notice.

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: Assistant for TCI. Fed. R.App. P. 3(a)(2) provides that “[a]n appellant’s failure to take any step other than the timely filing of a notice of appeal does not affect the validity of the appeal, but is ground only for the court of appeals to act as it considers appropriate, including dismissing the appeal.” See Azizian v. Federated Dep’t Stores, 499 F.3d 950, 961 (9th Cir.2007) (noting, in the context of a violation of Fed. R.App. P. 7, that Fed. R.App. P. 3(a)(2) grants to this court’s “sound discretion” whether to dismiss an appeal). In deciding whether such a deficiency warrants dismissal, we are entitled to consider whether Pollard’s failure resulted in prejudice to the GEO employees or to this court. See Everest & Jennings, Inc. v. E & J Mfg. Co., 263 F.2d 254, 262 (9th Cir.1959) (<HOLDING>); Recinos De Leon v. Gonzales, 400 F.3d 821, Options: A. holding that absent extraordinary circumstances a failure to comply with the statute requires a dismissal with prejudice B. holding that because the opposing party could demonstrate no prejudice a failure to file briefs in accordance with court rules did not warrant dismissal C. holding that a district courts order of dismissal with prejudice was a nullity because the court lacked jurisdiction D. holding dismissal with prejudice is appropriate remedy for failure to timely file undertaking E. holding that plaintiffs failure to respond to argument warranted dismissal with prejudice

assistant: The best answer is B. holding that because the opposing party could demonstrate no prejudice a failure to file briefs in accordance with court rules did not warrant dismissal
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 proceeds of the Loans will be used only for (a) the payment of fees and expenses payable in connection with the Transactions, (b) to finance the Refinancing and (c) for other general corporate purposes of the Borrower and its Subsidiaries.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in full force and effect, and the parties will substitute a valid provision with the same intent and economic effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contended that the court's jury in structions at the outset of the trial mitigated any potential prejudice caused by its later interventions. Specifically, the court instructed the jury "not [to] read from my intervention that I may have any message as to what your verdict should be.” The D.C. Circuit and the Second Circuit have adopted the position that where “the trial judge asked questions, objected to by counsel, that could have influenced the jury’s assessment of the defendant’s veracity, such interference with jury fact-finding cannot be cured by standard jury instructions.” Tilghman, 134 F.3d at 421 (adopting by reference the Second Circuit’s approach in United States v. Filani, 74 F.3d 378, 386 (2d Cir.1996)); see also United States v. Hoker, 483 F.2d 359, 368 (5th Cir.1973) (<HOLDING>). Categorical rules are not helpful in cases Options: A. holding that where appellant moved to recuse trial judge from deciding the motion for new trial the judge of the administrative district was required to designate a judge to hear the recusal motion B. holding that credibility determinations the weighing of the evidence and the drawing of legitimate inferences from the facts are jury functions not those of a judge C. holding that the defendant is not entitled to be sentenced by the judge who took his plea when the judge made no promise to sentence him D. holding that no amount of boiler plate instructions to the jury not to draw any inferences as to the judges feelings about the facts from his asking questions or that they are free to disregard factual comment by the judge or as to the presumption of innocence could be expected to erase from a jurys mind the part taken in this trial by the district judge E. holding that where the meaning of the jurys verdict was not clear in light of the trial courts jury instructions the court of appeals erred in directing entry of judgment for respondent the case should have been remanded to the trial judge who was in the best position to pass upon the question of a new trial in light of the evidence his charge to the jury and the jurys verdict

assistant: The best answer is D. holding that no amount of boiler plate instructions to the jury not to draw any inferences as to the judges feelings about the facts from his asking questions or that they are free to disregard factual comment by the judge or as to the presumption of innocence could be expected to erase from a jurys mind the part taken in this trial by the district judge
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: offense. Leslie v. Att’y Gen., 611 F.3d 171, 174 (3d Cir. 2010). Our standard of review is de novo. Id. at 175. King asserts that the Government failed to prove that he is removable under 8 U.S.C. § 1227(a)(2)(B)(i), which, as noted above, authorizes removal of an alien convicted of violating a state law “relating to a controlled substance (as defined in section 802 of Title 21).” King contends that the Government did not establish that his conviction involved a federally controlled substance. King is correct that the Government was required to show that his conviction “involved or implicated a drug defined in section 802 of Title 21.” Rojas v. Att’y Gen., 728 F.3d 203, 214 (3d Cir. 2013) (en banc). .See also Mellouli v. Lynch, — U.S. -, 135 S.Ct. 1980, 1990-91, 192 L.Ed.2d 60 (2015) (<HOLDING>). The administrative record, however, refutes Options: A. holding that it was not necessary for the state to prove that the defendant knew the precise nature of the controlled substance he was convicted of delivering when evidence established that he knew it was a controlled substance B. holding 1227a2bi limits the meaning of controlled substance for removal purposes to the substances controlled under 802 C. holding that possession of listed chemical with intent to manufacture controlled substance is controlled substance offense D. holding that mens rea required for possession of a controlled substance is knowledge that defendant possessed a controlled substance E. holding that quantity of the controlled substance does not have to be measurable to support a conviction for possession of such controlled substance particularly when the immeasurable amount of the substance is found on an implement used to consume the substance

assistant: The best answer is B. holding 1227a2bi limits the meaning of controlled substance for removal purposes to the substances controlled under 802
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 358 U.S. 99 79 S.Ct. 150 3 L.Ed.2d 143 HOTEL EMPLOYEES LOCAL NO. 255, HOTEL AND RESTAURANT EMPLOYEES AND BARTENDERS INTERNATIONAL UNION, et al., Petitioners,v.Boyd LEEDOM, Individually and as Chairman, National Labor Relations Board, et al. No. 21. Argued Nov. 10, 1958. Decided Nov. 24, 1958. Mr. J. W. Brown, for petitioners. Mr. Dominick L. Manoli, Washington, D.C., for respondents. PER CURIAM. 1 We believe that dismissal of the representation petition on the sole ground of the Board's 'long standing policy not to exercise jurisdiction over the hotel industry' as a class, is contrary to the principles expressed in Office Employes International Union, Local No. 11, AFLCIO v. National Labor Relations Board, 1957, 353 U.S. 313, 318—320, 77 S.Ct. 799, 802 803, 1 L.Ed.2d 846. The judgment is therefore reversed and the case remanded to the Court of Appeals for proceedings not inconsistent herewith. 2 Judgment reversed and case remanded with directions.

assistant: 9
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: 861 P.2d 11, 19 (1993) (quoting State v. Texeira, 50 Haw. 138, 142 n. 2, 433 P.2d 593, 597 n. 2 (1967)). “Our state constitutional safeguards ‘must at least comport with United States Supreme Court standards.’ ” State v. Silva, 78 Hawaii 115, 117-18, 890 P.2d 702, 704-05 (App.1995) (quoting State v. Grahovac, 52 Haw. 527, 533, 480 P.2d 148, 152 (1971)). Because the text of the double jeopardy clause in the fifth amendment of the United States Constitution is essentially the same as the language of the double jeopardy clause in article I, section 10 of the Hawaii Constitution, we hold that the prohibition against multiple punishments for the same offense set forth in Pearce also inheres in our state constitution. See Haw. Const. art. 10, § 1; see also Silva, 78 Hawaii 115, 890 P.2d 702 (<HOLDING>). It is undisputed that Defendant had already Options: A. holding that because the due process clause in the federal constitution is applicable to the states under the fourteenth amendment the right is also guaranteed to defendants pursuant to the identical provision in article i section 5 of the hawaii constitution B. holding the double jeopardy clause applicable to the states through the due process clause of the fourteenth amendment C. holding that a criminal defendants right to an impartial jury is guaranteed by article 1 section 9 of the pennsylvania constitution D. holding the exclusion did not violate the equal protection clause of the wyoming constitution or the fourteenth amendment to the united states constitution E. recognizing that the due process guaranteed under the alabama constitution is coextensive with the due process guaranteed under the united states constitution

assistant: The best answer is A. holding that because the due process clause in the federal constitution is applicable to the states under the fourteenth amendment the right is also guaranteed to defendants pursuant to the identical provision in article i section 5 of the hawaii constitution
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, immediately before the Share Exchange Transaction, EPHS shall have authorized 2,420,000,000 shares of Common Stock, par value $0.001 per share, of which 58,625,892 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid.

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 legal provision and list the applicable contract clause categories. Provision: Comply with all Applicable Laws, including ERISA, the Supplemental Pension Plans Act (Québec), the Pension Benefits Act (Ontario), Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, Anti-Corruption Laws, Sanctions, PACA, PSA and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, each Obligor shall and shall cause (a) each ERISA Affiliate to make prompt payment of all contributions required to be made to satisfy the minimum funding standards set forth in ERISA with respect to any Pension Plan and (b) its applicable Affiliates to make prompt payment of all contributions required to be made to satisfy the minimum funding standards set forth in the Pension Benefits Act (Ontario) or under applicable pension standards legislation of another Canadian jurisdiction with respect to any Canadian Plan. Without limiting the generality of the foregoing, if any Environmental Release occurs at or on any Properties of any Borrower or Subsidiary, it shall act promptly and diligently to investigate and report to Administrative Agent and all appropriate Governmental Authorities the extent of, and to take appropriate action to remediate, such Environmental Release, whether or not directed to do so by any Governmental Authority unless a failure to do so could not reasonably be expected to have a Material Adverse Effect.

assistant: Compliance With Laws