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: In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(i), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same Agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: federal courts, applying similar reasoning, have found that regulation of landing sites, or land-use regulations in general, are not subject to field preemption. Condor Corp. v. City of St. Paul, 912 F.2d 215, 219 (8th Cir.1990) (“We see no conflict between a city’s regulatory power over land use and the federal regulation of airspace”); Broadbent v. Allison, 155 F.Supp.2d 520, 524 (W.D.N.C.2001) (“deciding whether to allow planes to land and takeoff from a certain location is a quintessential land use issue over which state and local governments possess near-plenary authority”); City of Cleveland, 893 F.Supp. at 751 (“The Federal Aviation Act does not occupy the field of land use regulations”); Faux-Burhans v. County Comm’rs of Frederick County, 674 F.Supp. 1172, 1173-74 (D.Md.1987) (<HOLDING>), aff'd, 859 F.2d 149, 1988 WL 97345 (4th Options: A. recognizing that zoning and rezoning are legislative matters B. holding a state agency is subject to local zoning restrictions absent legislative direction to the contrary C. holding that zoning restrictions on private airfield operations are not preempted D. holding that because zoning restrictions are in derogation of property rights where a term in a zoning ordinance is undefined an ambiguity in that term must be construed in favor of the property owner and the least restrictive use of the land E. holding that the llupa does not provide for judicial review of requests to change zoning or comprehensive zoning plans

assistant: The best answer is C. holding that zoning restrictions on private airfield operations are not preempted
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: v. United States, 506 U.S. 224, 113 S.Ct. 732, 122 L.Ed.2d 1 (1993). 176 . See, e.g., New York v. United States, 505 U.S. 144, 184-86, 112 S.Ct. 2408, 120 L.Ed.2d 120 (1992) (refusing to hold that the Guarantee Clause claims being asserted presented nonjusticiable political questions); Japan Whaling Ass’n v. Am. Cetacean Soc’y, 478 U.S. 221, 229-230, 106 S.Ct. 2860, 92 L.Ed.2d 166 (1986) (concluding that a challenge to a refusal to certify Japan for certain harvesting of whales was not a political question); Davis v. Bandemer, 478 U.S. 109, 118-27, 106 S.Ct. 2797, 92 L.Ed.2d 85 (1986) (rejecting argument that gerrymandering claims were nonjusticiable political questions); Oneida County, New York v. Oneida Indian Nation of Ny, 470 U.S. 226, 248-50, 105 S.Ct. 1245, 84 L.Ed.2d 169 (1985) (<HOLDING>); INS v. Chadha, 462 U.S. 919, 940-43, 103 Options: A. holding that congress which regulated the introduction of alcoholic beverages in indian country could validly delegate to indian tribes its authority to regulate that subject matter because indian tribes themselves possessed independent authority over the subject matter B. holding that an indian tribes claims of possessory rights were not political questions C. holding that federal legislation with respect to indian tribes is not based upon impermissible racial classifications and noting that article i 8 of the constitution gives congress the power to regulate commerce with the indian tribes D. holding that indian tribes are distinct independent political communities retaining their original natural rights in matters of selfgovernment E. holding that an indian tribes exercise of criminal jurisdiction over nonindians is inconsistent with the domesticdependent status of the tribes and that tribes may not assume such jurisdiction without congressional authorization

assistant: The best answer is B. holding that an indian tribes claims of possessory rights were not political questions
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 terms and conditions hereinafter set forth, each Seller Entity agrees to sell and convey its Respective Property to Purchaser and Purchaser agrees to purchase each Respective Property from the applicable Seller Entity.

assistant: Sales
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: level of their involvement; and (13) how SANEs are used by the particular hospital or facility where the interview or examination took place. This list of factual indicia is helpful to trial courts in making an admissibility determination under the Confrontation Clause, although it is by no means an exhaustive list. III. INADEQUATE RECORD In this case, the trial court erred by making its admissibility determination solely on the basis of the forensic form completed by Schneider, and by failing to consider whether the circumstances of the complainant’s statements, viewed objectively and in their totality, indicated that the statements were testimonial. Nor is the record sufficiently developed to make a proper determination. See People v Kreiner, 415 Mich 372, 379; 329 NW2d 716 (1982) (<HOLDING>). The record is limited to the arguments of Options: A. holding trial courts allowance of testimony under the present sense impression exception if error was harmless because statement was admissible under excited utterance exception B. holding that because the record in the case had not been developed sufficiently to determine whether a childs statement was admissible under the tender years exception a new trial was warranted C. holding that trial counsel was not ineffective when he failed to introduce defendants prior consistent statement statement was not admissible because it was made after defendant had been arrested clearly not a time when the effect of the statement could not have been foreseen D. holding that a mistrial was not warranted because the statement that the defendant had been in prison before was volunteered unexpected and added nothing to the governments case E. holding also that only a childs first statement made is admissible under the exception

assistant: The best answer is B. holding that because the record in the case had not been developed sufficiently to determine whether a childs statement was admissible under the tender years exception a new trial was warranted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Nothing in this Agreement shall be construed to limit either party’s ability to use “residuals” relating to the Evaluation Material of the other party. The term “residuals” shall mean information included in the Evaluation Material in nontangible form (i.e., not written or other documentary form, including tape or disk), which is incidentally retained in the memories of employees of either party who have had access to the Evaluation Material, including ideas, know-how, or techniques contained therein, and where the source of the Evaluation Material has become remote (e.g., as a result of the passage of time or the employee’s subsequent exposure to information of a similar nature from other sources) that the employee in good faith believes that it is not Evaluation Material.

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 case excerpt and choose the best holding from the options. Case excerpt: of the information filed by the Statewide Prosecutor. Nor did he ever file a motion to dismiss based on lack of jurisdiction. Instead, he pleaded no contest to the charges against him without preserving any alleged errors or reserving his right to appeal any pre-plea rulings of the trial court. Now, five years after the plea, he seeks to raise the alleged lack of jurisdiction by the Statewide Prosecutor in this untimely rule 3.850 motion. I recognize that if the Statewide Prosecutor files an information but lacks jurisdiction to prosecute the case, the trial court’s jurisdiction is not properly invoked. See, e.g., Brown v. State, 917 So.2d 272, 273 (Fla. 5th DCA 2005); Winter v. State, 781 So.2d 1111, 1114 (Fla. 1st DCA 2001); cf. Sawyer v. State, 94 Fla. 60, 113 So. 736 (1927) (<HOLDING>). As such, any judgment arising from that Options: A. holding that the state law of preclusion must be followed even when federal jurisdiction over the subject matter of a claim is exclusive B. holding that court had no supplemental jurisdiction over claim by shareholder for breach of merger agreement that was the subject of the dispute between the merger partners over which the district court had subject matter jurisdiction C. holding that the information must establish that the court has jurisdiction over both the subject matter and the parties D. holding that because a valid arbitration clause existed the parties had to arbitrate all disputes when the subject matter of the dispute has a reasonable relationship to the subject matter of the contract E. holding that the trial court had subject matter jurisdiction over a commonlaw wrongful discharge claim

assistant: The best answer is C. holding that the information must establish that the court has jurisdiction over both the subject matter and the parties
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 become effective and binding upon each Party upon the execution and delivery by all Parties of an executed signature page hereto and upon the execution of the Plan Support Agreement by all parties thereto; provided that this Agreement shall only become effective and binding on the Debtors upon entry by the Bankruptcy Court of the PSA Approval Order except, for the avoidance of doubt, the Debtors shall be immediately obligated, upon the execution by all Parties hereto, to comply with the provisions of Section 5(a)(i) , Section 5(f) , Section 11(a) and Section 11(b) of this Agreement.

assistant: Effectiveness
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: Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “ Sale and Leaseback Transaction ”) unless (i) the sale of such property is permitted by Section 6.06 , (ii) any Liens arising in connection with its use of such property are permitted by Section 6.02 and (iii) after giving effect to such Sale and Leaseback Transaction, the aggregate fair market value of all properties covered by Sale and Leaseback Transactions entered into would not exceed (A) in the case of a Sale and Leaseback Transaction constituting Indebtedness incurred pursuant to Section 6.01(cc) , the greater of (x) $150,000,000 and (y) 3% of Consolidated Net Tangible Assets at any time and (B) in the case of all other Sale and Leaseback Transactions, the greater of (x) $250,000,000 and (y) 5% of Consolidated Net Tangible Assets.

assistant: Sales
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 Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. The delivery of an executed counterpart of this Second Amendment by facsimile or as a PDF or similar attachment to an e-mail shall constitute effective delivery of such counterpart for all purposes with the same force and effect as the delivery of an original, executed counterpart.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with the requirements of the “knock and announce” rule “to prevent persons within from escaping or destroying evidence.” Heaton v. Commonwealth, 215 Va. 137, 138, 207 S.E.2d 829, 830 (1974). The knock and announce rule “should be evaluated in the light of modern technology and the nature of illegal drug traffic in which small, easily disposable quantities of drugs can yield large profits.” Johnson, 213 Va. at 105, 189 S.E.2d at 680. Both the Supreme Court and this Court have upheld the constitutionality of unannounced entries when necessary to prevent the destruction of illegal narcotics. Id., at 105-06, 189 S.E.2d at 680-81; Commonwealth v. Woody, 13 Va.App. 168, 171, 409 S.E.2d 170, 172 (1991); see also Wilson v. Arkansas, — U.S. -, -, 115 S.Ct. 1914, 1919, 131 L.Ed.2d 976 (1995) (<HOLDING>). In these cases, the courts have attempted to Options: A. holding that it may not B. recognizing that docket entries form no part of the record that may be considered on appeal because they are inherently unreliable C. holding that defective allegations of citizenship may be amended to establish diversity jurisdiction D. holding that while unannounced entries may be constitutionally defective in certain situations law enforcement interests may also establish the reasonableness of an unannounced entry E. recognizing that in certain circumstances inquiry notice may be determined as a matter of law

assistant: The best answer is D. holding that while unannounced entries may be constitutionally defective in certain situations law enforcement interests may also establish the reasonableness of an unannounced entry
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 Section 5, the restrictions set forth in Section 3 on the Share Award shall lapse with respect to the following portion of Common Shares and related dividends subject to the Share Award: (i) one third (1/3) on the first anniversary of the Date of Grant; (ii) one third (1/3) on the second anniversary of the Date of Grant; and (iii) one third (1/3) on the third anniversary of the Date of Grant. The date on which the restrictions lapse for a particular portion of the Share Award and related dividends shall be the Vesting Date for such portion. If the foregoing vesting schedule would produce fractional Common Shares, the number of Common Shares that are vested shall be rounded down to the nearest whole Restricted Unit; provided , however , that on the final vesting date, the number of Common Shares vesting shall be adjusted to the extent necessary so that 100% of the Share Award shall have vested. On or before the thirtieth (30 th ) day following each Vesting Date, the Company will direct the Transfer Agent to note that the restrictions on the applicable Common Shares subject to this Share Award arising out of this Share Award have lapsed.

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 case excerpt and choose the best holding from the options. Case excerpt: is admittedly singular. State v. Kidd, 562 N.W.2d 764, 765 (Iowa 1997). Because “an” is a variant of the article “a,” it can also be construed as singular and not collective. Id. at 765-66 (finding the statute referring to possession of “an offensive weapon” created three separate chargeable offenses, not one all-inclusive charge, because the defendant possessed three sawed-off shotguns). What the court failed to consider in Kidd, however, is a fundamental principle of statutory construction memorialized in the Code itself: “Unless otherwise specifically provided by law the singular includes the plural, and the plural includes the singular.” Iowa Code § 4.1(17). We have previously applied this rule when construing criminal statutes. See State v. Prybil, 211 N.W.2d 308, 312 (Iowa 1973) (<HOLDING>). Thus, because under this rule “an” is not Options: A. holding that counsel was not ineffective in failing to request a charge on the lesserincluded offense when the evidence showed either the commission of the completed offense as charged or the commission of no offense such that the defendant was not entitled to a charge on the lesser offense B. holding that discharge of a police officer for the choice to enter into a relationship with the wife of his superior officer on the force was rational C. holding the statute governing the offense of receiving corrupt influence makes it equally illegal for a public officer to enter a series of wrongful transactions as to accept a single gratuity based on the statutory language referring to any gift commission discount bonus or gratuity D. holding that the language of the statute is mandatory and the commission must act within 180 days E. holding that the statute creating the maryland human relations commission did not grant the commission power to make monetary awards for compensatory or other damages particularly in the absence of any statutory guidelines or limitations

assistant: The best answer is C. holding the statute governing the offense of receiving corrupt influence makes it equally illegal for a public officer to enter a series of wrongful transactions as to accept a single gratuity based on the statutory language referring to any gift commission discount bonus or gratuity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Notwithstanding the return, destruction or continued possession pursuant to the terms of this Section 5 of the Confidential Information, the Receiving Party and the Receiving Party’s Representatives will continue to be bound by the Receiving Party’s obligations of confidentiality and other obligations and agreements hereunder.

assistant: Yes
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: L.Ed.2d 442 (1981). III. Antitrust Injury and Standing Under Robinson-Patman In dismissing the Blue Tree Owners’ complaint, the district court held that the only plaintiffs who would have standing to sue for the alleged § 2(c) violation arising from the challenged vendor payments would be those vendors of hotel supplies who directly compete with the vendors who made the payments. We agree with the Blue Tree Owners that, in so holding, the district court erroneously imposed the “competitive injury” requirement applicable to a prima facie violation of § 2(a) of the Robinson-Patman Act, 15 U.S.C. § 13(a). See, e.g., FTC v. Simplicity Pattern Co., 360 U.S. 55, 65-67, 79 S.Ct. 1005, 3 L.Ed.2d 1079 (1959); Best Brands Beverage, Inc. v. Falstaff Brewing Corp., 842 F.2d 578, 584 (2d Cir.1987) (<HOLDING>). Section 2(a) prohibits price discrimination Options: A. holding that an antitrust injury is a necessary element of a 2 claim B. holding that standing to raise a claim under 2a of robinsonpatman act is derived from section 4 of the clayton act C. holding the connection is an element D. holding that competitive injury is an element of a 2a claim E. holding that prejudice or injury is a necessary element of standing

assistant: The best answer is D. holding that competitive injury is an element of a 2a claim
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 terms herein, either party may terminate the Executive’s employment at any time; provided that the Executive will be required to provide the Company at least ninety (90) days’ advance written notice of the Executive’s voluntary resignation and the Company will be required to provide the Executive at least ninety (90) days’ advance written notice of the Executive’s termination by the Company without Cause (defined below). The Termination Date shall be the date stated in the notice of termination. Upon termination of the Executive’s employment, the Company shall pay the Executive (i) any unpaid Base Salary accrued through the Termination Date, (ii) any accrued and unpaid vacation pay to which the Executive is entitled as a matter of law or Company policy, and (iii) any unreimbursed expenses properly incurred prior to the Termination Date (the “ Accrued Obligations ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: aliens; (2) The driver of the van glanced at Healy in the side view mirror; (3) The van had blacked-out windows; (4) The van exited the freeway once Healy began following it; and (5) Healy knows that California is a source and destination point for illegal aliens. Although this line of argument has been abandoned on appeal, we feel compelled to briefly address the government’s apparent belief that the defendants’ destination of California, a "source and destination point for illegal aliens,” is a factor we should consider in determining whether Healy had reasonable suspicion to search the van. This court has previously noted the exceptionally weak value of this type of evidence in assessing whether reasonable suspicion existed to justify a search for drugs. Williams, 271 F.3d at 1270 (<HOLDING>). This is particularly true because so many Options: A. holding that an officers observation of exchange of small object and money in a known drug trafficking area constituted reasonable suspicion B. holding that standing alone information that a vehicle hails from a purported known drug source area is at best a weak factor in finding suspicion of criminal activity C. holding reasonable and articulable suspicion existed to support the investigatory stop of a vehicle in view of the time of day and the officers prior knowledge of reports of criminal activity in the area D. holding that the areas propensity toward criminal activity is one factor to be considered in determining the existence of reasonable suspicion E. holding that officer had reasonable suspicion to stop a vehicle when confidential informant personally observed the vehicle provided a description of the vehicle and its direction detailed the basis for her suspicion that the vehicle was engaged in illegal activity and had previously given reliable information that led to the successful apprehension of individuals engaged in various criminal activity

assistant: The best answer is B. holding that standing alone information that a vehicle hails from a purported known drug source area is at best a weak factor in finding suspicion of criminal activity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no material private or governmental (whether federal, state, local or foreign) claims, complaints, actions, suits, proceedings, arbitrations or investigations pending or, to the Seller’s knowledge, threatened or verdicts or judgments entered (i) against the Seller, the Project Assets, or, to the Seller’s knowledge, against any key employee, independent contractor, consultant, officer or director of the Seller, Miranda or Gold Torrent with respect to the Project, or (ii) that questions the validity of this Agreement or the Documents or the right of the Seller to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby before any court, governmental agency or tribunal, domestic or foreign. None of the Seller, Miranda or Gold Torrent are subject to any order, writ, judgment, injunction, decree, determination or award of any court or of any governmental agency or instrumentality (whether federal, state, local or foreign) with respect to, or in any way relating to, the Project.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: way, generally somewhat raised, especially intended for pedestrians, and adapted to their use, usually constructed in this country as a part of the street at or along the side of the part thereof especially designed and constructed for the passage of vehicles and animals, there being often, if not generally, a gutter, also constituting a portion of the street, between such parts; and when the sidewalk is spoken of as being on a specific side of a designated street, it is to be understood to be a part so reserved of that street at or along the specific side of the roadway.” Central Life Assurance Soc’y v. City of Des Moines, 185 Iowa 573, 577, 171 N.W. 31, 32 (1919) (quoting Wabash R.R. v. DeHart, 32 Ind.App. 62, 64, 65 N.E. 192, 193 (1902)) (citations omitted). This def , 561 (1936) (<HOLDING>); City of Elmhurst v. Buettgen, 394 Ill. 248, Options: A. holding that sidewalk is that part of a street that has been set aside for use by pedestrians B. holding that in a city or town a sidewalk is that part of a street or highway that is intended or used by pedestrians C. holding that in common parlance a sidewalk is the part of the street assigned to the use of pedestrians D. holding that sidewalk is simply a part of the street set apart for pedestrians E. holding that sidewalk is used to designate a portion of highway that has been set aside for pedestrians as distinguished from that which is used by vehicles

assistant: The best answer is B. holding that in a city or town a sidewalk is that part of a street or highway that is intended or used by pedestrians
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 provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable or otherwise invalid as written, the same shall be enforced and validated to the extent permitted by law. All provisions of this Agreement are severable, and the unenforceability or invalidity of any single provision hereof shall not affect the remaining provisions.

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: exists in the Policy as applied to Plaintiffs particular case: it is unclear whether the settlement with Nicholas’s insurer is sufficient to void Defendant’s subrogation interest or whether such settlement should have been made with the woman who opened her car door into Plaintiffs travel lane. Defendant contends that the defense was not asserted as a main issue during the arbitration, was not used in Defendant’s valuation of the claim, and thus should be ignored. Def.’s Mot. Summ. J. 16-17. Even if the policy ambiguity were resolved in Plaintiffs favor, thus voiding Defendant’s subrogation interest, that Defendant asserted a subrogation defense is not clear and convincing evidence of bad faith. See Hyde Athletic Indus., Inc. v. Cont’l Cas. Co., 969 F.Supp. 289, 307 (E.D.Pa.1997) (<HOLDING>); cf. Williams v. Hartford Cas. Ins. Co., 83 Options: A. holding that a bad faith claim is a tort B. holding that insurance companys aggressive defense of its interest is not bad faith C. holding that improper motive is element of bad faith D. recognizing the intentional tort of bad faith in firstparty insurance actions E. holding title company liable for bad faith

assistant: The best answer is B. holding that insurance companys aggressive defense of its interest is not bad faith
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to habeas corpus petitions by state prisoners. 28 U.S.C.A. § 2244(d) (West Supp.2004). Lenz argues that he should have the remainder of this period, or until March 1, 2005, to actually file his petition in this court. However, Lenz has already invoked the jurisdiction of this court and the court thus has the power and responsibility to administer this litigation. While it is true that Lenz’s looming execution date required him to seek the court’s protection before the one-year period had elapsed, it is often the case that practicalities prompt a claimant to file a legal action long before the statute of limitations might run. In these circumstances, Lenz is no different from other litigants. See Dowthitt v. Johnson, No. H-98-3282, 1998 WL 1986954, at *1 (S.D.Tex. Dec. 2, 1998) (<HOLDING>). Lenz’s appointed counsel has alternatively Options: A. holding that the limitations period is not tolled while a federal habeas petition is pending B. holding that the oneyear statute of limitations for filing a habeas petition under the antiterrorism and effective death penalty act of 1996 is not jurisdictional C. holding that aedpas oneyear period of limitations does not support a delay of filing of habeas petition by capital defendant D. holding that federal rule of civil procedure rule 6a applies to the calculation of the aedpas oneyear limitations period E. holding that aedpas oneyear limitations period is not tolled during the pendency of a petition for certiorari to the united states supreme court that seeks review of a state courts denial of postconviction relief

assistant: The best answer is C. holding that aedpas oneyear period of limitations does not support a delay of filing of habeas petition by capital defendant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that Consultant is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

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: Samsara has sufficient title and ownership, or has obtained the unrestricted right to use, free and clear of all liens, claims, restrictions, third-party rights or royalties known to Samsara, in and to patents, trademarks, service marks, trade names, copyrights, moral rights and other proprietary rights and processes, and applications, licenses and rights with respect to the foregoing, and trade secrets, including know-how, inventions, designs, processes, works of authorship, computer programs and technical data and information (collectively herein “ Intellectual Property ”) used in the conduct of its business as now conducted, without, to the knowledge of Samsara, infringing upon or violating any rights of others.

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: With the exception of the General Release of Claims ( Exhibit C ) executed as a condition to receiving certain separation benefits hereunder, and all equity award agreements, this Agreement sets forth the entire understanding of the parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof and all agreements, acknowledgments, designations and directions of the Executive made or given under any Corporation policy statement or benefit program. No terms, conditions, warranties, other than those contained herein, and no amendments or modifications hereto shall be binding unless made in writing and signed by the parties hereto.

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: Subject to the further provisions of this Agreement, the Restricted Stock Units will vest on the Vesting Date set forth on the Grant Schedule (the "Vesting Date") or if sooner, upon the occurrence of a Change in Control, provided in either case that the Participant remains in continuous service with the Company through that time. For avoidance of doubt, accelerated vesting upon a Change in Control will not change the time that shares are issued in settlement of the Restricted Stock Units (which time is stated in Section 9 below).

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: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5 -1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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 Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affects the Products throughput hereunder, or any receipt, throughput delivery, transportation, handling or storage of Products hereunder or the ownership, operation or condition of each Terminal Facility. Each Party shall be responsible for compliance with all Applicable Laws associated with such Party’s respective performance hereunder and the operation of such Party’s facilities. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement shall immediately be modified to conform the action or obligation so adversely affected to the requirements of the Applicable Law, and all other provisions of this Agreement shall remain effective.

assistant: Applicable 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: Any consents or approvals required by Purchaser to consummate the Acquisition shall have been obtained and shall be in full force and effect, except to the extent the failure to obtain any such consent does not have a material adverse effect on the aggregate benefits to be derived by Seller from the transactions contemplated by this Agreement.

assistant: Consents
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: in USSG § 1B1.3 to determine the applicable offense level. United States v. Smith, 232 F.3d 650, 651 (8th Cir.2000); USSG § 1B1.2, comment, (n.2). Medina-Castellanos’ relevant conduct included the February 15, 2004 and May 2, 2004 robberies during which victims were sexually assaulted. Thus, the district court’s determination that sexual assault is the underlying crime for purposes of USSG § 2E1.3 is well-supported. See United States v. Martinez, 136 F.3d 972, 979 (4th Cir.1998) (upholding the district court’s determination under USSG § 2E1.3(a)(2) that the defendant’s base offense level was 32 pursuant to USSG § 2A1.5 because the defendant conspired to commit murder even though the defendant was acquitted of murder); see also United States v. Carrozza, 4 F.3d 70, 74 (1st Cir.1993) (<HOLDING>). Accordingly, the district court did not err Options: A. holding that the district court could constitutionally consider the acquitted conduct in rico sentencing B. holdingthat in determining base offense level in a rico case district court should not limit its relevant conduct to predicate acts charged against the defendant but instead should consider all conduct reasonably foreseeable to the defendant in furtherance of the rico enterprise C. holding that judge erred in not explaining to jury that it could consider predicate acts listed in relation to substantive rico count when deciding whether defendants had also conspired to violate rico D. holding that the nlra preempts a rico claim when the underlying conduct of the plaintiffs rico claim is wrongful only by virtue of the labor laws E. holding that predicate acts need not be in furtherance of the enterprise

assistant: The best answer is B. holdingthat in determining base offense level in a rico case district court should not limit its relevant conduct to predicate acts charged against the defendant but instead should consider all conduct reasonably foreseeable to the defendant in furtherance of the rico enterprise
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: in cases where, as here, the parties have specified an exclusive arbitral forum, but that forum is no longer available. Some courts, particularly the United States Court of Appeals for the Second Circuit, have held that Section 5 does not apply in such instances. See In re Salomon Inc. S’holders’ Derivative Litig., 68 F.3d 554, 560 (2d Cir.1995) (defining the term “lapse” in Section 5 to mean “a lapse in time in the naming of the arbitrator or in the filling of a vacancy on a panel of arbitrators, or some other mechanical breakdown in the arbi trator selection process” and holding that Section 5 is therefore inapplicable to cases where the specifically designated arbitrator becomes unavailable); Dover Ltd. v. A.B. Watley, Inc., No. 04-7366, 2006 WL 2987054, *6 (S.D.N.Y. Oct.18, 2006) (<HOLDING>). Other jurisdictions have interpreted Section Options: A. holding that if claim is not an allowed secured claim pursuant to section 506a by its terms section 1325a5b is inapplicable B. recognizing that section 5 is inapplicable when the parties have specified an exclusive arbitral forum but that forum is no longer available C. holding that section 502 is an exclusive grant of jurisdiction D. holding that it is a fundamental principle of appellate law that appeal jurisdiction is only available to parties E. holding that because plaintiff no longer has available administrative remedies his action must be dismissed with prejudice

assistant: The best answer is B. recognizing that section 5 is inapplicable when the parties have specified an exclusive arbitral forum but that forum is no longer available
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: where we have made settings available , we will honor the choices you make about who can see content or information ( e.g. , message content to your addressees , sharing content only to linkedin connections , restricting your profile visibility from search engines , or opting not to notify others of your linkedin profile update ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Registration Rights Agreement and the Organizational Documents constitute the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency or conflict between this Agreement and any Organizational Document, the Stockholders and the Company shall, to the extent permitted by Applicable Law, amend such Organizational Document to comply with the terms of this Agreement.

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: The obligations of the Company under this Article 6 will survive the payment or transfer of any of the Notes, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: As of the Closing Date, the Holdco Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware with all requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery by the Holdco Acquiror of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite action on the part of the Holdco Acquiror. This Agreement has been duly executed and delivered by the Holdco Acquiror, and constitutes a legal, valid and binding obligation of the Holdco Acquiror, enforceable against the Holdco Acquiror in accordance with its terms.

assistant: Qualifications
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: Beginning on April 11, 2016, the Executive will be employed by the Company for a period of twelve (12) months, unless his employment is terminated at an earlier date in accordance with ARTICLE IV (the “Term”), provided that on each date thereafter the Term shall automatically be extended for an additional day, unless the Company notifies Executive in writing that it does not wish to further extend the Term. Accordingly, this Agreement shall have a remaining Term of twelve (12) months from the date when the Company notifies the Executive in writing that it does not wish to further extend the Term. Those obligations which by their terms survive the termination of this Agreement shall not be extinguished by the expiration of the Term or the termination of this Agreement.

assistant: Terms