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: You will have the right, on the same basis as other employees of the Company, to participate in and to receive benefits under any Company group medical, dental, life, disability or other group insurance plans, as well as under the Company’s business expense reimbursement, educational assistance, holiday, and other benefit plans and policies. You will also be eligible to participate in the Company’s 401(k) plan.

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 case excerpt and choose the best holding from the options. Case excerpt: is that drawing any inferences from a party’s failure to call a witness equally available to both sides is impermissible.”). Andrews contends that the prosecutor “effectively shifted the burden of proof in this prosecution to the defendant.” Assuming arguendo that the prosecutor’s remarks were improper, Andrews’ argument that the burden of proof was shifted is not supported by the record, because the district court gave the following instructions to the jury: “[T]he defendant is presumed by the law to be innocent. The law does not require a defendant to prove his innocence or to produce any evidence at all. The government has the burden of proving the defendant guilty beyond a reasonable doubt, and if it fails to do so, you must acquit the defendant.” See Iredia, 866 F.2d at 117-18 (<HOLDING>). Plain error is not shown. D Andrews contends Options: A. holding that the burden of proof is on the claimant B. holding that the prosecutors comment regarding the defendants failure to call a potential witness did not shift the burden of proof because it did not implicate the defendants fifth amendment right not to testify C. holding that prosecutors comment if there was evidence available to defense lawyers dont you think they would put it on did not require reversal because district courts instruction that burden was on the government should have sufficiently erased any doubts as to which party had the burden of proof D. holding the prosecutors argument if it was there they can bring it to you was not an improper jury argument E. holding that the burden is on the plaintiff

assistant: The best answer is C. holding that prosecutors comment if there was evidence available to defense lawyers dont you think they would put it on did not require reversal because district courts instruction that burden was on the government should have sufficiently erased any doubts as to which party had the burden of proof
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: the spotify support community features a reward system whereby spotify , in its sole discretion , may reward users based on the amount of `` kudos '' received or quality of responses by a user .

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: Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit A , and Exhibit A includes all Affiliates and Associates of any Investor that own any securities of the Company beneficially or of record and reflects all shares of Common Stock in which the Investor has any right to acquire or has an interest therein or related thereto, whether through derivative securities, voting agreements, contracts or instruments in any way related to the price of the Common Stock (other than a broad-based market basket or index), or otherwise, (b) this Agreement has been duly and validly authorized, executed, and delivered by such Investor, and constitutes a valid and binding obligation and agreement of such Investor, enforceable against such Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) such Investor has the authority to execute this Agreement on behalf of itself and the applicable Investor associated with that signatory’s name, and to bind such Investor to the terms hereof, (d) each of the Investors shall use its commercially reasonable efforts to cause its respective Affiliates and Associates to comply with the terms of this Agreement and (e) the execution, delivery and performance of this Agreement by such Investor does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment, or decree applicable to it, or (ii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both could become a default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding, or arrangement to which such Investor is a party or by which it is bound.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions will remain in full force and effect. The invalid or unenforceable provision will be modified so as to render it enforceable while giving effect, as nearly as possible to the original intent of the Parties.

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: Except in connection with (i) an assignment by IDT of all of its rights and interests in New SPIP to an affiliate of IDT or to a third party in accordance with Section 6 hereof or (ii) an assignment by Assignee of all of its rights and interests in New SPIP under Section 5 to an affiliate of Assignee or to a third party in accordance with Section 6 hereof, no Party shall assign, transfer or delegate its rights or obligations under this Agreement without the prior written consent of the other Parties. In the event of any assignment, transfer or delegation, the assigning, transferring or delegating Party shall remain liable to the other Parties and shall not be relieved of any obligation hereunder (except in the case of an Assignment by IDT to Assignee, in which case IDT's rights and obligations under Section 5 shall pass in full to Assignee and no longer belong to IDT).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plan; and (2) relieved DSS from the requirement of pursuing reasonable efforts to eliminate the need to place the minor children with respondent. Respondent filed timely notice of appeal from this order. Preliminarily, we note that on 9 February 2007, the trial court entered an order terminating respondent’s parental rights. Our Supreme Court has held that the “pending appeal of a custody order does not deprive a trial court of jurisdiction over termination proceedings,” In re R.T.W., 359 N.C. 539, 542, 614 S.E.2d 489, 491 (2005), and that the court’s entry of a termination order while an appeal is pending from a permanency planning order “necessarily renders the pending appeal moot.” Id. at 553, 614 S.E.2d at 498; see also In re Stratton, 159 N.C. App. 461, 464, 583 S.E.2d 323, 325 (<HOLDING>), appeal dismissed and disc. rev. denied, 357 Options: A. holding because an initial order contemplated the subsequent entry of a judgment the initial order was not considered a final adjudication B. holding that an adjudication on summary judgment is an adjudication on the merits C. holding an order imposing sex offender registration after the juvenile courts initial disposition can be a final appealable order D. holding that an order terminating parental rights rendered moot an appeal from an initial adjudication and disposition E. holding that an appeal from an order vacating an award while directing a rehearing is an appeal improvidently taken

assistant: The best answer is D. holding that an order terminating parental rights rendered moot an appeal from an initial adjudication and disposition
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 questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Action or Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of limitations did not expire because Count V implicitly alleged that Dunne caused PanWorld to submit the false statements to the SEC is unavailing. B. Continuing Offense Doctrine The government also argues that the making of a false statement under 18 U.S.C. § 1001 should be treated as a continuing offense and the statute of limitations should not begin running before the statement has the potential to deceive and the government could reasonably discover the crime. Therefore, the government argues the statute of limitations did not begin to run until the audit report certified by Dunne was submitted to the SEC. Because the government did not raise this argument in the district court, it is reviewed on appeal for plain error. Cf. United States v. Ivy, 83 F.3d 1266, 1297 (10th Cir.1996) (<HOLDING>). “ ‘Continuing offense’ is a term of art that Options: A. holding district courts adoption of the presentence report constitutes sufficient findings B. holding that if the government fails to object to the presentence report the district courts reliance on the report is reviewed for plain error C. holding that the district court committed plain error in relying solely on the factual description in the presentence report D. holding defendants failure to object to the drug quantity assessment in the presentence report at sentencing was a waiver of the issue on appeal E. holding that the information contained in a presentence report is reliable because it is based upon the presentence officers research of the records contact with relevant agencies and the gathering of information which is required to be included in a presentence report

assistant: The best answer is B. holding that if the government fails to object to the presentence report the district courts reliance on the report is reviewed for plain error
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 and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all liens, encumbrances and defects (“ Liens ”) and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by electronic mail or facsimile, upon confirmation of receipt, or (b) on the first business day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

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 acknowledges and agrees that the Indemnification Agreement remains in full force and effect. Executive expressly and unconditionally reserves all rights and remedies, whether at law or equity, as set forth in the Indemnification 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 and the Loan Documents are intended by the Parties as a final expression of their agreements with respect to the subject matter thereof, and are intended as a complete and exclusive statement of the terms and conditions of that agreement. This Agreement and the Loan Documents may not be modified, rescinded, or terminated orally, and no modification, rescission, termination or attempted waiver of any of the provisions thereof shall be valid unless in writing, supported by consideration, and signed by the Party against whom the same is sought to be enforced.

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: If one or more provisions of this Note are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Note, (ii) the balance of the Note shall be interpreted as if such provision were so excluded, and (iii) the balance of the Note shall be enforceable in accordance with its terms.

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: Holder may from time to time sell or assign, in whole or in part, or grant participations in this Note and/or the obligations evidenced hereby, without any requirement to obtain the Borrower’s written consent or approval. The holder of any such sale, assignment or participation, if the applicable agreement between Holder and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Holder (to the extent of such holder’s interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to the Borrower (to the extent of such holder’s interest or participation), in each case as fully as though the Borrower was directly indebted to such holder. Holder may in its discretion give notice to the Borrower of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Holder’s or such holder’s rights hereunder.

assistant: Participations
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: underlying justification”); see also United States v. Manbeck, 744 F.2d 360, 379 n. 30 (4th Cir.1984) (‘‘[T]here are two types of seizures, one a permissible investigative stop, the second a detention equivalent to arrest. The Supreme Court has implied that custodial interrogations and Terry stops are mutually exclusive, i.e., if one is interrogated in a custodial situation the limits of Terry have necessarily been exceeded.... The type of ‘seizure’ that is similar to ‘custody,’ then, is seizure equivalent to arrest.” (citation omitted)). 28 . See United States v. Newton, 369 F.3d 659, 673-74 (2d Cir.2004) (recognizing debate among federal courts and citing cases that reached opposite conclusions on same question); see also United States v. Revels, 510 F.3d 1269, 1274 (10th Cir.2007) (<HOLDING>); United States v. Perdue, 8 F.3d 1455, 1464 Options: A. holding that comparatively nonthreatening character of detentions associated with ordinary traffic stops explains the absence of any suggestion in our opinions that terry stops are subject to the dictates of miranda B. holding a fourth amendment terry detention is not a custodial arrest and the use of handcuffs does not automatically convert a temporary detention into a fourth amendment arrest C. holding that a consent to search is not an interrogation within the meaning of miranda D. holding although some detentions not rising to the level of a formal arrest may be reasonable within the meaning of the fourth amendment those same detentions may nonetheless create the custodial situation in which miranda was de signed to operate E. holding that the warrantless search of knights supported by reasonable suspicion and authorized by a condition of probation was reasonable within the meaning of the fourth amendment

assistant: The best answer is D. holding although some detentions not rising to the level of a formal arrest may be reasonable within the meaning of the fourth amendment those same detentions may nonetheless create the custodial situation in which miranda was de signed to operate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you will indemnify , defend , and hold harmless vimeo and its affiliates , directors , officers , employees , and agents , from and against all third party actions that : ( i ) arise from your activities on the vimeo service ; ( ii ) assert a violation by you of any term of this agreement ; or ( iii ) assert that any content you submitted to vimeo violates any law or infringes any third party right , including any intellectual property or privacy right .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was, in essence, simply applying its standard two-prong test for conflict preemption. See Hubbard, 42 F.3d at 945 (explaining that state-law causes of action are conflict preempted if (1) the claim addresses an area of exclusive federal concern and (2) the claim directly affects the relationship between the traditional ERISA entities). Under Perkins and the general test for conflict preemption, Plaintiffs negligence claim against Paychex and Walker is not subject to conflict preemption. First, unlike Plaintiffs breach-of-contract claim, this claim is not one that addresses an area of exclusive federal concern, such as the distribution of benefits under an ERISA plan. Compare Transitional Hospitals Corp. v. Blue Cross and Blue Shield of Tex., Inc., 164 F.3d 952, 955 (5th Cir. 1999) (<HOLDING>), with Hermann Hospital v. MEBA Med. & Benefits Options: A. holding plaintiffs statelaw claims alleging common law misrepresentation and statutory misrepresentation under the texas insurance code art 2121 not preempted because they were not dependent on the right to recover benefits under the erisa plan B. holding hospitals statelaw claims for breach of fiduciary duty negligence equitable estoppel breach of contract and fraud were preempted by erisa where the hospital sought to recover benefits owed to a plan participant who had assigned her right to plan benefits to the hospital C. holding that erisa does not preempt the plaintiffs claim that the erisa plan administrator is liable for medical malpractice where the plaintiff premised the claim solely on state law and did not invoke the erisa plan D. holding that erisa did not preempt hospitals claims against erisa plan administrator for misrepresentation under texas insurance code because hospitals claims were not dependent on or derived from the beneficiarys right to recover benefits under the plan E. holding that claims for misrepresentation under texas insurance code were preempted because the plaintiffs sought to recover benefits under an erisa plan

assistant: The best answer is D. holding that erisa did not preempt hospitals claims against erisa plan administrator for misrepresentation under texas insurance code because hospitals claims were not dependent on or derived from the beneficiarys right to recover benefits under the plan
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 computations of interest based on the Administrative Agent’s prime rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be. All computations of interest based on the LIBO Rate or the Federal Funds Effective Rate and of Commitment Fees shall be made by the Administrative Agent and all computations of interest pursuant to Section 2.05 shall be made by the applicable Lender, on the basis of a year of 360 days. Computations of interest or Commitment Fees shall in each case be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Commitment Fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.05 by a Lender), of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

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: The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall reimburse the Investors for their reasonable and documented legal fees and related costs in connection with the transactions contemplated hereby up to a maximum of $50,000 within a reasonable time following the Closing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In case any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall (where permitted by law) not affect any other provision hereof, and in such a case this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

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: in order to determine whether the scouting reports were subject to sales tax, the Williams & Lee court focused its inquiry on what was really being sold — a scouting report, which consisted of information presented in a permanent, tangible form and was therefore taxable, or a service, which was not taxable. Id. The court held that because the value from the standpoint of the subscriber was in the information itself, regardless of what form the information took, the true transaction was the selling of a service and therefore was not subject to sales tax. Id. at 792-93. Subsequently, courts have applied the essence-of-the-transaction test to other scenarios involving the bundling of a nontaxable service with a taxable sale or service. See, e.g., Statistical Tabulating, 549 S.W.2d at 167 (<HOLDING>); San Antonio SMSA, 11 S.W.3d at 487 (holding Options: A. holding sale of property was commercial transaction where the land was for both a family retreat and for logging B. holding essence of transaction was processing of realestate data rather than printing of weekly listingservice book C. holding that transfer was proper remedy for improper venue even though the issue of transfer was not raised until the motion hearing in circuit court D. holding that computer data compiled in the ordinary course of business and presented in computer printouts prepared for trial is admissible under rule 8036 E. holding essence of transaction was nontaxable dataprocessing service which was performed by translating raw data onto punch cards that customers fed into computer court therefore held that transfer of punch cards was not taxable sale

assistant: The best answer is E. holding essence of transaction was nontaxable dataprocessing service which was performed by translating raw data onto punch cards that customers fed into computer court therefore held that transfer of punch cards was not taxable sale
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 Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Restricted Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date. As of the Effective Date, to the knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.

assistant: Disclosures
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 closing of the Exchange (the “ Closing ”) shall take place at the Company’s offices in Miami, Florida on the date hereof or by delivery of documents required to be delivered hereby by facsimile or other electronic transmission, including by email attachment. At Closing, (A) the Company shall deliver to each Holder a copy of the Company’s instructions to its transfer agent instructing the transfer agent to deliver one or more stock certificates evidencing the Shares, inclusive of such restrictive and other legends as set forth in Section 5.1 , and (B) each Holder shall deliver to the Company such instruments of transfer or other documentation and agreements evidencing the Exchange, in each case as the Company may reasonably request.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts and by facsimile and/or scanned and emailed, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement has been duly and validly authorized, executed and delivered on behalf of the Noteholder and shall constitute the legal, valid and binding obligations of the Noteholder enforceable against the Noteholder in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

assistant: Enforcements
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 valid and binding obligation of Seller, enforceable in accordance with its terms, except as the same may be restricted, limited, or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally or by equitable principles and except as to the remedy of specific performance which may not be available under the laws of various jurisdictions (the “ General Enforceability Exceptions ”).

assistant: Binding Effects
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: video surveillance, respectively), not the location of a search, which is addressed by the wording of Rule 41. This court in any case declines to legislate by reading into the statute language that Congress did not place there. a. Nature of the Rule 41 Violation A Rule 41 violation is either “technical” or “procedural,” as courts have phrased it, or constitutional. See, e.g., Adams, 2016 WL 4212079, at *6 (“The Court views a Rule 41(b) violation to be a technical or procedural violation.... ”). “[Ujnless a clear constitutional violation occurs, noncompliance with Rule 41 requires suppression of evidence only where (1) there was prejudice in the sense that the search might not have occurred or would not have been so abrasive if the rule had been followed, or (2) ther 515 (D.D.C. 2013) (<HOLDING>); U.S. v. Master, 614 F.3d 236, 241 (6th Cir. Options: A. holding that the district court which erred in its conclusion that there was jurisdictional defect abused its discretion in denying a plaintiffsmotion for leave to amend his complaint because the proposed amendment would not cure the jurisdictional defect B. holding that a violation of the forum defendant rule is a jurisdictional defect C. holding jurisdictional defect voids judgment when defect exposes such personal jurisdictional deficiencies as to violate due process D. holding error to be fundamental when record shows jurisdictional defect E. holding that a rule 41b violation constituted a jurisdictional flaw inexcusable as a technical defect

assistant: The best answer is E. holding that a rule 41b violation constituted a jurisdictional flaw inexcusable as a technical defect
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: claims. Case Nos. 75958 and 75961 represent appeals by the plaintiffs from the latter ruling, while Case Nos. 75959, 75960, 75962, and 75963 represent separate cross-appeals by the defendants from the former rul ing. Held: 1. The validity of a renewal action filed pursuant to OCGA § 9-2-61 (a) is contingent upon compliance with OCGA § 9-11-41 (d), which provides as follows: “Cost of previously dismissed action. If a plaintiff who has dismissed an action in any court commences an action based upon or including the same claim against the same defendant, the plaintiff shall first pay the court costs of the action previously dismissed.” (Textual emphasis supplied.) See Little v. Walker, 250 Ga. 854 (301 SE2d 639) (1983). See also Tucker v. Mitchell, 252 Ga. 545 (314 SE2d 896) (1984) (<HOLDING>). In reliance on such recent decisions as Hiley Options: A. holding that laches is an affirmative defense B. holding that the exclusivity of workers compensation is an affirmative statutory defense which must be timely raised or it is waived C. holding that fair use is an affirmative defense D. holding that payment of costs in a dismissed action is not an affirmative defense but a jurisdictional matter which may never be waived E. holding that exhaustion requirement in bj997ea is an affirmative defense that may be waived or forfeited

assistant: The best answer is D. holding that payment of costs in a dismissed action is not an affirmative defense but a jurisdictional matter which may never be waived
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 described in Section 2, if the Grantee’s employment or services are terminated for any reason prior to any Determination Date, the Grantee’s right to the Performance Share Units subject to the tranches of this Award Agreement tied to those Determination Dates and still subject to a Restriction Period automatically shall terminate and be forfeited by the Grantee. The Committee retains the right to accelerate or waive restrictions on Performance Share Units covered by this Award 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 case excerpt and choose the best holding from the options. Case excerpt: Barclays Bank, 512 U.S. at 311, 114 S.Ct. 2268 (citation and internal quotation marks omitted). We regard this concern as equally vivid in non-tax dormant Foreign Commerce Clause cases. See Nat’l Foreign Trade Council v. Natsios, 181 F.3d 38, 68-69 (1st Cir.1999), aff'd on other grounds sub nom. Crosby v. Nat’l Foreign Trade Council, 530 U.S. 363, 120 S.Ct. 2288, 147 L.Ed.2d 352 (2000). The market participant doctrine complicates this constitutional algorithm. The Supreme Court has held, in cases involving domestic commerce, that “if a State is acting as a market participant, rather than as a market regulator, the dormant Commerce Clause places no limitation on its activities.” S.-Cent. Timber Dev., Inc. v. Wunnicke, 467 U.S. 82, 93, 104 S.Ct. 2237, , 916 F.2d 903, 910 (3d Cir.1990) (<HOLDING>); K.S.B. Tech. Sales Corp. v. North Jersey Options: A. holding state buy american statute unconstitutional because it interfered with federal foreign affairs power emphasizing its effect on foreign commerce B. holding young applicable in an action to enjoin state officials from enforcing a law in violation of the commerce clause C. holding nlra applied to state bank of indias activities in the united states because most employees are american citizens or american residents and the labor dispute centers on the wages to be paid american residents foreign or natural D. holding that the statute as applied violates the commerce clause E. holding market participant exception applicable to foreign commerce clause so as to shield state buy american law

assistant: The best answer is E. holding market participant exception applicable to foreign commerce clause so as to shield state buy american 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 case excerpt and choose the best holding from the options. Case excerpt: occurred as a result of DeLorme using the title “TRIPMATE” in its marketing. “Marketing” is “the act or process of selling” goods. Webster’s New Collegiate Dictionary, 728 (9th ed.1983). Advertising is a commonly used method of marketing. Where a claim alleges that the marketing of a knock-off product results in harm that a claim for trademark infringement constituted an “advertising injury,” reasoning that “in contrast to a claim for patent infringement — which is limited to the making, using, or selling of another’s product — section 43(a) of the Lanham Act provides a remedy for a false designation of origin, or any false description or representation,” a claim which “necessarily involves advertising”); P.J. Noyes Co. v. American Motorists Ins. Co., 855 F.Supp. 492, 495 (D.N.H.1994) (<HOLDING>); J.A. Brundage Plumbing & Roto Rooter, Inc., Options: A. holding that although the underlying action is one for trademark infringement the infringement occurred as a result of the underlying defendants use of the trademark in their advertising B. holding that contributory trademark infringement requires some predicate act of infringement C. recognizing nominative fair use as an affirmative defense to trademark infringement D. holding that policy covering misappropriation of advertising ideas entitled insured to coverage for trademark infringement claim E. holding that the continued use of licensed trademark after termination of franchise agreement constituted trademark infringement and breach of contract

assistant: The best answer is A. holding that although the underlying action is one for trademark infringement the infringement occurred as a result of the underlying defendants use of the trademark in their advertising
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 representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

assistant: Warranties
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: justified.” (citing 26 U.S.C. § 7430(c)(4)(B))); see also Schlicher v. Comm’r of Internal Revenue, 73 T.C.M. (CCH) 2501, 2503 (1997) (amendments to I.R.C. Section 7430 shifted the burden to the Government to establish whether its position was substantially justified in proceedings commenced after July 30,1996). I.R.C. Section 7430 does not define “substantially justified,” however, federal appellate courts have interpreted this phrase in considering fee requests under the EAJA. See Sharp v. United States, 20 F.3d 1153, 1154 (Fed.Cir.1994). In the context of an award of attorney fees under the EAJA, the United States Supreme Court has defined “substantially justified” to mean “justified to a degree that could satisfy a reasonable person.” Pierce, 487 U.S. at 565, 108 S.Ct. 2541 (<HOLDING>); see also Huffman v. Commissioner, 978 F.2d Options: A. holding that the governments position must be justified to a degree that could satisfy a reasonable person and have a reasonable basis in both law and fact citations omitted B. holding that medical expenses must be proven to be both reasonable and necessary C. holding that a sale must be both fair and reasonable in price and made in good faith D. holding that for the administrative position of the government to be substantially justified it must have a reasonable basis both in law and fact E. holding that congress did not want the substantially justified standard to be read to raise a presumption that the government position was not substantially justified simply because it lost the case citations omitted

assistant: The best answer is A. holding that the governments position must be justified to a degree that could satisfy a reasonable person and have a reasonable basis in both law and fact citations omitted
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 understands and agrees that, in addition to any other remedies that the Company (or the Company Parties) has at law or in equity, upon any breach of this Agreement by Executive, Executive agrees that the Company may immediately terminate the consulting arrangement provided for in Section 3 of this Agreement and cease providing any or all of the Separation Benefits and/or seek recovery of Separation Benefits that have been paid to him pursuant to Section 2, above. Executive also understands and agrees that if he violates the terms of Sections 6, 7, 8 or 9 of this Agreement, Executive will cause injury to the Company and/or one or more of the Company Parties) that will be difficult to quantify or repair, so that the Company (and/or the Company Parties) will have no adequate remedy at law. Accordingly, Executive agree that if he violates Sections 6, 7, 8 or 9 of this Agreement, the Company (or the Company Parties) will be entitled as a matter of right to obtain an injunction from a court of law, restraining Executive from any further violation of this Agreement. The right to an injunction is in addition to any other remedies that the Company (or the Company Parties) has at law or in equity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Agent), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 9.1 ) required to be paid by such Secured Party by any Governmental Authority and any Liabilities arising therefrom or with respect thereto, whether or not, absent manifest error, such Taxes or Other Taxes were correctly or legally asserted by such Governmental Authority. A certificate of the Secured Party (or of Agent on behalf of such Secured Party) claiming any compensation under this Section 9.1(d) setting forth the amounts to be paid thereunder and delivered to Borrower with a copy to Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, Agent and such Secured Party may use any reasonable averaging and attribution methods.

assistant: Indemnifications