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: There are no Actions pending or, to Buyer’s knowledge, overtly threatened against Buyer, at Law or in equity, or before or by any Governmental Body, which seek to prevent, materially delay, make illegal or otherwise materially interfere with the ability of Buyer to consummate the Transactions. Buyer is not subject to any outstanding Order that has the effect of preventing, materially delaying, making illegal or otherwise materially interfering with the ability of Buyer to consummate the Transactions.

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: Jorge Ildefonso Chavez-Huaman, a native and citizen of Peru, petitions for review of the Board of Immigration Appeals’ (“BIA”) decision denying his motion to reopen so he could apply for asylum based on changed circumstances. We have jurisdiction pursuant to 8 U.S.C. § 1252. We review the BIA’s denial of a motion to reopen for abuse of discretion, Lara-Torres v. Ashcroft, 383 F.3d 968, 972 (9th Cir.2004), amended by 404 F.3d 1105 (9th Cir.2005), and we deny the petition for review. The BIA did not abuse its discretion in denying Chavez-Huaman’s motion to reopen because nothing in the 2004 State Department Country Report he submitted shows a material change of circumstances in Peru with regard to the Shining Path. Cf. Malty v. Ashcroft, 381 F.3d 942, 945 (9th Cir.2004) (<HOLDING>). PETITION FOR REVIEW DENIED. ** This Options: A. holding that general crime conditions are not a stated ground for a wellfounded fear of future persecution B. holding that such a report provided substantial evidence to support the conclusion that petitioner failed to demonstrate a wellfounded fear of future persecution C. holding that asylum may be denied to an applicant who has otherwise demonstrated a wellfounded fear of future persecution if the evidence shows that internal relocation is a reasonable option in all the circumstances D. holding that absent past persecution an alien can demonstrate eligibility for asylum based on a wellfounded fear of future persecution by demonstrating that he or she subjectively fears persecution and that this fear is objectively reasonable E. holding the critical question is whether circumstances have changed sufficiently that a petitioner who previously did not have a legitimate claim for asylum now has a wellfounded fear of future persecution

assistant: The best answer is E. holding the critical question is whether circumstances have changed sufficiently that a petitioner who previously did not have a legitimate claim for asylum now has a wellfounded fear of future persecution
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 provision of this Sublease that shall be prohibited or unenforceable in any jurisdiction or with respect to any person shall, as to such jurisdiction or person, be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such prohibition or unenforceability shall not invalidate or render unenforceable such provision in any other jurisdiction or, as the case may be, with respect to any other person. To the extent permitted by applicable law, the parties hereto hereby waive any law that renders any provision hereof prohibited or unenforceable in any respect.

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: rule on at least four occasions since Beam was decided. In Beam/Harper, the Supreme Court rejected the analysis of Sunburst/Chevron in retroactivity determinations for federal constitutional rulings, but the Court did not formally overrule those cases. Nor did the Court suggest that the principles underlying Sunburst/Chevron were unsound for purposes of state court retroactivity analysis. Therefore, I am satisfied that we remain bound by the holding in Mendes. Finally, I also disagree with the majority’s application of the Mendes factors. First, both parties in this case relied exclusively, and justifiably, on the rule established in Adams. Retroactive application of Carl II would undermine the reliance and expectations of the parties. See French, supra note 3, 658 A.2d at 1031-32 (<HOLDING>). Second, because the previous law concerning Options: A. holding that bradley governs whether a statute is to be applied prospectively or retroactively B. holding that new rule applied purely prospectively primarily because of reliance factor C. holding that even when legislature only sought to clarify a statutory ambiguity by defining a term the amendment applied prospectively because the clarified intent was not clearly expressed in original version of the statute D. holding interest rate and conversion factor for future years constant in application of 13313 rule and applying the rule only prospectively E. holding that reasonable reliance upon the old rule is an important factor supporting prospective application of the new rule

assistant: The best answer is B. holding that new rule applied purely prospectively primarily because of reliance factor
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: and we will therefore not address the merits of his argument. See Boyles, 57 F.3d at 549 (citing eases for the proposition that summary arguments unsupported by authority are waived). King next argues regarding his drug house conviction that the government failed to prove that he both opened and maintained a drug house. However, the statute makes it unlawful to “knowingly open or maintain” a drug house. 21 U.S.C. § 856(a)(1) (emphasis added). King next argues, apparently against his attorney’s advice, that he was subject to double jeopardy based on the administrative forfeiture of his car and some currency. His attorney’s own analysis amply demonstrates the futility of the argument, as does the recent case of United States v. Ursery, - U.S. - , 116 S.Ct. 2135, 135 L.Ed.2d 549 (1996) (<HOLDING>). King further contends that he cannot be Options: A. holding that forfeiture is not barred by the double jeopardy clause of the fifth amendment because it involves neither two criminal trials nor two criminal punishments B. holding that civil forfeitures are neither punishment nor criminal for purposes of the double jeopardy clause C. holding that unlike under the federal constitution a civil forfeiture is punishment under the new mexico double jeopardy clause D. holding that the dismissal of criminal charges for evidentiary insufficiency is an acquittal for purposes of the double jeopardy clause E. holding that a delinquency proceeding places a juvenile in jeopardy for purposes of the double jeopardy clause

assistant: The best answer is B. holding that civil forfeitures are neither punishment nor criminal for purposes of the double jeopardy clause
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 Administrative Committee will establish procedures to protect the voting and tender offer rights of the Participants and Beneficiaries and to ensure that the manner in which each Participant or Beneficiary exercises his voting or tender offer rights is confidential with respect to the Administrative Committee and the management of the Company.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you elect to purchase an annual or monthly subscription , you will be charged the annual or monthly subscription fee ( `` subscription fee '' ) plus any applicable taxes , at the beginning of your subscription and each year or month thereafter , respectively , at the then-current rate .

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: call WWL’s actions a “delay” given that the Company sought to engage Marks in a discussion about the scope of his need for an accommodation during this interval. Selenke v. Med. Imaging of Colo., 248 F.3d 1249, 1262-64 (10th Cir. 2001) (approximately six-month delay in accommodating plaintiffs sinus problems did not amount to failure to reasonably accommodate where defendant took steps to determine extent of limitations in interim). Had it failed to do so, WWL may even have been subjected to liability for this lack of action. See, e.g., Brown v. Potter, 457 Fed.Appx. 668, 670 (9th Cir. 2011). It would be quite a Catch-22, then, if the brief period f delay would have rendered Marks unable to perform his job. See Hill v. Clayton Cty. Sch. Dist., 619 Fed.Appx. 916, 922 (11th Cir. 2015) (<HOLDING>). As a reminder, Marks spent his first 14 Options: A. holding that a six month delay was unreasonable B. holding that a five month delay was unreasonable C. holding twomonth delay could be unreasonable where employee could not work and was not paid in interim D. holding that a 13 month delay was unreasonable E. holding that prescription delay was not violation because plaintiff could not establish detrimental effect of delay in treatment

assistant: The best answer is C. holding twomonth delay could be unreasonable where employee could not work and was not paid in interim
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 may be otherwise provided herein, the makers, signers, sureties, guarantors and endorsers of this Note severally waive demand, presentment, notice of dishonor, notice of intent to demand or accelerate payment hereof, notice of acceleration, diligence in collecting, grace, notice, and protest, and agree to one or more extensions for any period or periods of time and partial payments, before or after maturity, without prejudice to the Holder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or other equitable relief (without the requirement of posting a bond or other security) to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Chosen Court, this being in addition to any other remedy to which they are entitled 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: Each Loan Party shall indemnify each Lender Party, and each of its respective officers, directors, Affiliates, employees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent, any Lender or Bank, in any litigation, proceeding or investigation instituted or conducted by any governmental agency or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not such Lender Party is a party thereto, except to the extent that any of the foregoing arises out of the willful misconduct or gross negligence of the party being indemnified.

assistant: Indemnity
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 notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid to Purchaser at the address set forth below and to the Company at the address set forth below, or at such other place as the Company may designate by written notice to Purchaser.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment, the Amended Credit Agreement and the other Loan Documents represent the entire agreement of the Loan Parties, the Administrative Agent, the Agents, and the 2018 Replacement Term Lenders, as applicable, with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, any other Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the Credit Agreement or the other Loan Documents.

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: Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

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 case excerpt and choose the best holding from the options. Case excerpt: conduct ‘shows a fixed intention to abandon, renounce, and refuse to perform the contract.’ ” Hunter, 339 S.W.3d at 802 (quoting SAVA gumarska in kemijska industria d.d. v. Advanced Polymer Sci, Inc., 128 S.W.3d 304, 315 (Tex. App.—Dallas 2004, no pet.)). But such repudiation “must be absolute and unconditional.” Id. In other words, “[t]he declaration of intent to abandon the obligation must be in positive and unconditional terms.” Narvaez v. Wilshire Credit Corp., 757 F.Supp.2d 621, 631 (N.D. Tex. 2010) (citing Preston v. Love, 240 S.W.2d 486, 487 (Tex. Civ. App.—Austin 1951, no writ)). Thus, to show anticipatory repudiation, Texas courts have required that a party overtly communicate its intent not to perform under a valid and enforceable agreement. Compare Hunter, 339 S.W.3d at 803 (<HOLDING>), with Hauglum v. Durst, 769 S.W.2d 646, 649, Options: A. holding that mere presentation of a settlement agreement absent direct language or conduct evincing intent not to perform did not constitute a fixed intention to abandon the original contract quoting sava 128 sw3d at 315 B. holding that the plaintiffs lawsuit which was filed despite a general release in the parties settlement agreement constituted a material breach of the settlement agreement C. holding that an insurer lacked standing to raise the issue of the intent of the parties to the settlement agreement to which it was not a party D. holding that agreement did not constitute a binding preliminary agreement to negotiate in good faith a mortgage contract E. holding that a settlement agreement is not a court order and therefore a violation of the settlement agreement would not subject a party to contempt

assistant: The best answer is A. holding that mere presentation of a settlement agreement absent direct language or conduct evincing intent not to perform did not constitute a fixed intention to abandon the original contract quoting sava 128 sw3d at 315
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: Joseph F. Nascimento and his minor daughter Kendall E. Nascimento appeal pro se the district court’s dismissal, pursuant to Fed.R.Civ.P. 12(b)(6), of their civil rights action seeking reversal of a Montana state court decision regarding the custody of Kendall Nascimento. We have jurisdiction pursuant to 28 U.S.C. § 1291. We review de novo the district court’s dismissal and affirm. See H.C. v. Koppel, 203 F.3d 610, 613 (9th Cir.2000) (<HOLDING>); see also Branson v. Nott, 62 F.3d 287, 291 Options: A. holding that a court should abstain when an exercise of jurisdiction might lead to a parallel federal regulatory review mechanism complicating state administration B. holding that federal district courts should abstain from interfering with pending state court proceedings C. holding that courts should only abstain under younger if the state proceedings are coercive and not remedial and citing a number of district court opinions D. recognizing that the longstanding public policy against federal court interference with state court proceedings generally requires federal courts to abstain from involvement in state criminal proceedings E. holding that federal courts should apply state substantive law

assistant: The best answer is B. holding that federal district courts should abstain from interfering with pending state court proceedings
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 intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. The provisions of this Agreement are severable. The covenants on the part of the Executive contained in the Protective Covenants shall be construed as independent covenants and agreements of the Executive, independently supported by good and adequate consideration, shall be construed independently of the other provisions in this Agreement and shall survive this Agreement. The existence of any claim or cause of action of Executive against the Company or any of its affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or its affiliates of the covenants of Executive contained in this Agreement. The parties in no way intend to include a provision that contravenes public policy. Therefore, if any of the provisions, clauses, sentences, or paragraphs, or portions (“provisions”) of this Agreement is unlawful, against public policy, or otherwise declared void or unenforceable by a court of competent jurisdiction (“Court”), such provision shall be deemed excluded from this Agreement, which shall in all other respects remain in effect. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. If any Court should construe any portion of this Agreement to be too broad to prevent enforcement to its fullest extent then such portion shall be enforced to the maximum extent that the Court finds reasonable and enforceable.

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: Distributions . Except as otherwise provided herein, in the event of a Participant’s Disability prior to Separation from Service, the Distributable Amount credited to the Participant’s Deferral Account and Company Contribution Account shall be paid to the Participant in a lump sum on the Payment Date following the Participant’s Disability.

assistant: Disability
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: your use of services , applications or content provided by third parties ( `` third-party content '' ) made available through the services may be subject to additional end-user agreements .

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: If the employer satisfies that burden, the plaintiff must demonstrate that the proffered reason is a pretext for forbidden retaliation.” Coursey v. Univ. of Maryland E. Shore, 577 Fed.Appx. 167, 175 (4th Cir.2014)(internal quotations and citations omitted). Ofc. Schmidt’s filing of an EEOC complaint on October 2, 2012 alleging retaliation for his November 29, 2011 complaint regarding disability discrimination satisfies the first element of his claim. ECF No. 42-14. Defendant argues that Ofc. Schmidt’s hernia is not recognized as a disability under the ADA, ECF No. 39-2 at 20, and until recent years Defendant’s position was clearly supported by relevant case law. See Lundberg v. Burlington N. & Santa Fe Ry. Co., No. CIV. 01-2286(DWF/JSM), 2003 WL 21402605, at *5 (D.Minn. June 17, 2003)(<HOLDING>). However, Defendant’s argument fails to take Options: A. holding that plaintiffs hernia condition was not sufficient to render her disabled under the ada B. holding that plaintiffs claim that she was disabled because her major life activity of breathing was substantially limited by her respiratory condition would provide a basis for protection under the ada C. holding that plaintiffs inability to stand for more than one hour did not render her disabled D. holding that evidence that defendant provided plaintiff with certain accommodations for her condition was insufficient to establish that defendant regarded her as disabled for purposes of ada absent showing that the defendant maintained any misperceptions about her condition E. holding that plaintiff established for purposes of summary judgment a material question as to whether he was disabled because of hernia surgery

assistant: The best answer is A. holding that plaintiffs hernia condition was not sufficient to render her disabled under the ada
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 Assigned Assets include all assets used or useful in connection with the Business. On the Closing Date, the Company shall own and have good and marketable title to all of the Assigned Assets free and clear of all Encumbrances other than Permitted Encumbrances. Neither the ownership nor use of the Assigned Assets conflicts with the rights of any Person. The Company has not given any power of attorney that relates to the Assigned Assets to any other Person.

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 case excerpt and choose the best holding from the options. Case excerpt: “No covered entity shall discriminate against a qualified individual with a disability because of the disability of such individual in regard to job application procedures, the hiring, advancement, or discharge of employees, employee compensation, job training, and other terms, conditions, and privileges of employment.” Plaintiff Meyer, in his amended complaint, has waived any claim of discrimination on the basis of an impairment that limits one or more of the major life activities. However, plaintiff Meyer maintains that the actions of defendant Qualex in withdrawing its offer of employment nonetheless violates the ADA, because the withdrawal was motivated by defendant’s regarding plaintiff as having such a disability. See Baird ex rel Baird v. Rose, 192 F.3d 462, 470 (4th Cir.1999) (<HOLDING>). Plaintiffs claim fails, however, because he Options: A. recognizing that chapter 216s prohibition on disability discrimination is the statelaw counterpart to the ada and that in considering a disability discrimination claim brought under iowa code chapter 216 we look to the ada and cases interpreting its language we also consider the underlying federal regulations established by the equal employment opportunity commission hereinafter eeoc the agency responsible for enforcing the ada B. holding if a plaintiff claiming discrimination under the ada demonstrates that his or her disability played a motivating role in the employment decision the plaintiff is entitled to relief C. holding that because plaintiff could not establish which portions of the tapes had been played in court plaintiff failed to meet his burden D. holding that one way for the plaintiff to establish discrimination under title ii of the ada and the rehabilitation act would be to show that the defendant could have reasonably accommodated his disability but refused to do so E. holding that previous sworn statements made by a plaintiff in his request for disability benefits is a material factor for the court to consider in determining whether he is entitled to ada relief

assistant: The best answer is B. holding if a plaintiff claiming discrimination under the ada demonstrates that his or her disability played a motivating role in the employment decision the plaintiff is entitled to relief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company may withhold from any amounts payable under the Agreement, such federal, state and local income, unemployment , social security and similar employment related taxes and similar employment related withholdings as shall be required to be withheld pursuant to any applicable law or regulation.

assistant: Withholdings
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: employer could be held to be vicariously liable for their individual but separate acts of negligence. Under this analysis, we do not believe that the claims being asserted against Texas Tech University Health Sciences Center involve “the same subject matter” as the claims that were previously asserted against Doctors Laski, Cobb, Ball, Mulkey, Ford or Yarbrough. Therefore, under these circumstances, subsection 101.106(b) is inapplicable and does not operate to bar those claims. Furthermore, even if subsection 101.106(b) were applicable to the claims being asserted by Appellees, Mission Con-sol. does not support Texas Tech University Health Sciences Center’s attempt to use subsections 101.106(b) and 101.106(e) seri-atim to dismiss the entire suit. See Mission Consol, 253 S.W.3d at 657 (<HOLDING>). When a claimant files suit against both a Options: A. recognizing utswmc as a governmental unit under the act B. holding that recovery against an individual employee is barred and may be sought against the governmental unit only when suit is filed against both the governmental unit and its employee id 101106e C. holding a suit against an agency of the state is a suit against the state D. holding that while qui tam actions by private parties could be on behalf of or for a governmental unit they are not actions by a governmental unit as required by the bankruptcy code E. holding that a section 1983 failuretotrain claim cannot be maintained against a governmental employer in a case where there is no underlying constitutional violation by the employee

assistant: The best answer is B. holding that recovery against an individual employee is barred and may be sought against the governmental unit only when suit is filed against both the governmental unit and its employee id 101106e
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: linden lab reserves the right , upon reasonable notice , to ( directly or through an applicable payment service provider ) : ( i ) charge for access to some or all of the service , charge for access to premium functionality or content on some or all of the website , require a free or paid subscription ( `` usage subscription '' ) , or account registration to access some or all of the service ; ( ii ) change terms and conditions for the service or portions thereof ; and ( iii ) restrict access to the service or portions thereof , in whole or in part , based on any lawful eligibility requirements linden lab may elect to impose ( e.g. geographic or demographic limitations ) .

assistant: Unilateral change
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 Administrative Agent and the Collateral Agent are hereby authorized and directed by the Lenders to execute, deliver and perform each of the Use of Work Products Agreement with the Independent Engineer and the Financing Documents to which each of them, respectively, is or is intended to be a party and each Lender agrees to be bound by all of the agreements of the Administrative Agent and Collateral Agent contained in the Financing Documents and the Use of Work Products Agreement.

assistant: Authorizations
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 use proceeds of the Loan to (a) make initial deposits of the Reserve Funds, (b) make distributions to Equity Owner, (c) pay costs and expenses incurred in connection with the closing of the Loan and the related Securitization, and (d) to the extent any proceeds remain after satisfying clauses (a) through (c) above, for such lawful purpose as Borrower shall designate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: opportunity to be represented by counsel, prepare an application for ... relief, and to present testimony and other evidence in support of the application, he or she has been provided with due process.”); Kotasz v. INS, 31 F.3d 847, 850 n. 2 (9th Cir.1994) (“In order to make out a due process violation ..., the alien must show that ‘a better translation would have made a difference in the outcome of the hearing.’ ” (citation omitted)). The BIA did not abuse its discretion by denying Orozco-Avarez’s motion to reopen based on ineffective assistance of counsel on the ground that Orozco-Avarez failed to demonstrate prejudice from the alleged ineffective assistance, because he did not explain what material evidence he was prevented from introducing at his hearing. Cf. Nehad, 535 F.3d at 971 (<HOLDING>). Orozco-Avarez waived his contention that the Options: A. holding that the district court should grant a motion for a new trial when the verdict is against the clear weight of the evidence or will result in a miscarriage of justice emphasis added B. recognizing burden is on alien when alien is removable C. holding that prejudice may result when the alien is prevented from reasonably presenting his or her case citation omitted emphasis added D. recognizing that due process claims require showing that proceedings were so fundamentally unfair that she was prevented from reasonably presenting her case E. holding that an application is pending from the time it is first filed emphasis added

assistant: The best answer is C. holding that prejudice may result when the alien is prevented from reasonably presenting his or her case citation omitted emphasis added
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall serve as Executive Vice President, Chief Financial Officer and Treasurer of the Company. Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to him by the Chief Executive Officer of the Company or the Board of Directors of the Company (“Board”). Executive’s principal place of employment shall be in Wyomissing, Pennsylvania.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Bank shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local, or foreign withholding or other taxes or charges which it is from time to time required to withhold. The Bank shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.

assistant: Withholdings
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 undertaking this task, the court generally relies only on the complaint, attached exhibits, and matters of public record. Sands v. McCormick, 502 F.3d 263, 268 (3d Cir.2007). The court may also consider “undisputedly authentic doeument[s] that a defendant attached as an exhibit to a motion to dismiss if the plaintiffs claims are based on the [attached] documents.” Pension Benefit Guar. Corp. v. White Consol. Indus., 998 F.2d 1192, 1196 (3d Cir.1993). Moreover, “documents whose contents are alleged in the complaint and whose authenticity no party questions, but which are not physically attached to the pleading, may be considered.” Pryor v. Nat’l Collegiate Athletic Ass’n, 288 F.3d 548, 560 (3d Cir.2002); see also, U.S. Express Lines, Ltd. v. Higgins, 281 F.3d 383, 388 (3d Cir.2002) (<HOLDING>) However, the court may not rely on other parts Options: A. holding that in connection with a motion to dismiss the court may consider a document not attached to the pleadings where the plaintiffs claim depends on the contents of a document the defendant attaches the document to its motion to dismiss and the parties do not dispute the authenticity of the document even though the plaintiff does not explicitly allege the contents of that document in the complaint B. holding that where a complaint makes express reference to attachments that are central to the plaintiffs claims those documents may be considered on a motion to dismiss without converting it into a motion for summary judgment C. holding that a court may consider a document submitted by a defendant in determining whether to dismiss the complaint because it was integral to and explicitly relied on in the complaint and because the plaintiffs do not challenge its authenticity D. holding that the court may consider an article not attached to the complaint in determining whether to dismiss the complaint because the article was integral to and explicitly relied on in the complaint and because the plaintiffs did not challenge its authenticity E. holding that although a district court may not consider matters extraneous to the pleadings a document integral to or explicitly relied upon in the complaint may be considered without converting the motion to dismiss in one for summary judgment

assistant: The best answer is E. holding that although a district court may not consider matters extraneous to the pleadings a document integral to or explicitly relied upon in the complaint may be considered without converting the motion to dismiss in one for summary judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower acknowledges, represents, warrants and agrees as to itself and all other Loan Parties, and each other Loan Party acknowledges, represents, warrants and agrees as to itself, that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents are true and correct in all material respects on and as of the Effective Date and on the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) the execution, delivery and performance of this Agreement are within the limited liability company or corporate power and authority of such Loan Party and have been duly authorized by appropriate limited liability company and corporate action and proceedings; (c) this Agreement constitutes the legal, valid, and binding obligation of such Loan Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity, and no portion of the Obligations are subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind; (d) there are no governmental or other third party consents, licenses and approvals required to be made or obtained by it in connection with its execution, delivery, performance, validity and enforceability of this Agreement; (e) no Defaults or Events of Default shall have occurred and be continuing; and (f) since the date of the financial statements most recently delivered pursuant to Section 6.01(a) of the Credit Agreement, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: Upon the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent within ten (10) days of (i) the occurrence of a Default or Event of Default, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto and (ii) the occurrence of any of the following with respect to the Borrower: (A) the pendency or commencement of any litigation, arbitration or governmental proceeding against the Borrower, (B) one or more judgments, orders, or decrees shall be entered against the Borrower involving any liability, or (C) the institution of any proceedings against the Borrower with respect to, or the receipt of notice by the Borrower of potential liability or responsibility for violation or alleged violation of, any federal, state or local law, rule or regulation (including, without limitation, any Environmental Law).

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: To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of Mortgagee’s election to exercise or the actual exercise of any right, remedy or recourse provided for under the Loan Document s, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

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 case excerpt and choose the best holding from the options. Case excerpt: district court, without making specific factual findings, rejected Geringer’s request to reduce the amount of loss by the value of the fund’s assets. The court concluded that “those sums ... are more appropriately placed and legally placed in the restitution column.... I don’t think they legally apply to the current state of the case.” This is incorrect. A victim’s loss should be offset by the victim’s benefit for the purpose of calculating loss under the Sentencing Guidelines. See United States v. W. Coast Aluminum Heat Treating Co., 265 F.3d 986, 992 (9th Cir. 2001). Under this principle, the district court was obligated to determine the actual value, if any, of the fund, and to deduct that value from the amount of loss. See United States v. Leonard, 529 F.3d 83, 93 (2d Cir. 2008) (<HOLDING>). The district court erred by failing to do so. Options: A. holding that district court erred in failing to consider evidence of secondary considerations B. holding that district court erred by failing to follow prejudgmentinterest accrual date in state statute C. holding that a defendant waived a sentencing issue by failing to object in district court D. holding that the district court erred in failing to properly charge the jury on defendants affirmative defenses E. holding that the district court erred by failing to determine and deduct the actual value of securities received by fraud victims

assistant: The best answer is E. holding that the district court erred by failing to determine and deduct the actual value of securities received by fraud victims
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: c. you agree not to access content through any technology or means other than the video playback pages of the website itself , the youtube player , or such other means as youtube may explicitly designate for this purpose ;

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: Neither the execution and delivery of this Agreement by Seller, nor the consummation by Seller of the Transactions, will conflict with, result in a termination of, contravene or constitute a default under, or be an event that with the giving of notice or passage of time or both will become a default under, or give to any other Person any right of first refusal or first offer, option, warrant, right of termination, payment, acceleration, vesting or cancellation of or under, or accelerate the performance required by or maturity of, or result in the creation of any Lien or loss of any rights of Seller pursuant to any of the terms, conditions or provisions of any contract, agreement or similar arrangement, or under any Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Request any Loan or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transactions would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

assistant: Use Of Proceeds