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: This Agreement (together with the Disclosure Schedules and exhibits to this Agreement), the Assignment and Assumption Agreement, and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter herein and therein and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties or any of their respective Affiliates relating to the transactions contemplated hereby.

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 case excerpt and choose the best holding from the options. Case excerpt: surcharge, whichever is less, shall be retained by the Division of Motor Vehicles ...; five percent, or the actual cost of administering the cancellation notification system...., whichever is less, shall be retained by the Division of Motor Vehicles ... and the remainder shall be remitted to the New Jersey Full Automobile Insuranc 45, slip op. at 12 (“[T]he debtor is not responsible for the administrative expenses of collection charged by the DMV, because a debt that is ‘compensation for actual pecuniary loss’ is discharge-able under section 523(a)(7) of the Bankruptcy Code.”). It not being disputed that surcharges are debts payable to a governmental unit and having found that surcharges are civil penalties payable for the benefit of a governmental unit and not compensation for actua (<HOLDING>); In re Lugo, 94 B.R. at 343 (noting that Options: A. holding that if both willful and malicious are not met the debt is dischargeable B. holding 525 applies only where debt dischargeable C. holding that debtors obligation to pay portion of debt representing administrative expenses of collection was dischargeable D. holding that state university violated 11 usc 362 and 525 by withholding debtors transcript where debt was dischargeable E. holding that when a state court judgment was found not to be dischargeable under 11 usc 523a6 the associated attorneys fees were also not dischargeable

assistant: The best answer is B. holding 525 applies only where debt dischargeable
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: further , unless both you and niantic otherwise agree in writing , the arbitrator may not consolidate more than one person 's claims , and may not otherwise preside over any form of any class or representative proceeding .

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: line of cases in which state courts have refused to allow an insured to be indemnified from liability resulting from the insured’s intentional causation of an injury. See Allstate Ins. Co. v. Mugavero, 79 N.Y.2d 153, 161, 589 N.E.2d 365, 369-70, 581 N.Y.S.2d 142, 146-47 (1992)(stating that the ordinary person “would be startled by the notion that [an insured] should receive insurance protection for sexually molesting [ ] children” and “in effect, be permitted to transfer the responsibility for his deeds onto the shoulders of other policyholders,” and holding that the insured was not entitled to indemnification because he intentionally caused the children’s injuries); Public Service Mut. Ins. Co. v. Goldfarb, 53 N.Y.2d 392, 400, 425 N.E.2d 810, 814, 442 N.Y.S.2d 422, 427 (1981)(<HOLDING>). The Goldfarb court concluded that allowing Options: A. holding compensatory and punitive damages constitute legal remedies B. holding that a further finding that the insured intended to injure the defendant would preclude any liability for the insurer for indemnification of compensatory or punitive damages C. holding that indemnification by excess liability insurer for punitive damages imposed on drug manufacturer contrary to public policy D. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages E. holding that punitive damages do not need to be proportional to compensatory damages

assistant: The best answer is B. holding that a further finding that the insured intended to injure the defendant would preclude any liability for the insurer for indemnification of compensatory or punitive damages
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: Ctr. of DeSoto, Tex., Inc. v. Mason, 143 S.W.3d 794, 798 (Tex.2004). 4 . Reata Constr. Corp. v. City of Dallas, 197 S.W.3d 371, 374 (Tex.2006). 5 . Tooke v. City of Mexia, 197 S.W.3d 325, 328-29 (Tex.2006); Duhart v. State, 610 S.W.2d 740, 742 (Tex.1980). 6 . Tex. Loc. Gov't Code Ann. § 271.152 (Vernon 2005). 7 . Id. at § 271.153(a). 8 . Id. at § 271.153(b)(1), (b)(3). 9 . Id. at § 271.151(2). 10 . Id. at§ 271.151(3)(C). 11 . See Tooke, 197 S.W.3d at 328-29 (noting that sovereign immunity is waived only by clear and unambiguous language). 12 . See Tex. Water Code Ann. § 49.001(a)(1) (Vernon Supp.2007). 13 . Id. § 49.066(a). 14 . Bexar Metro. Water Dist. v. Educ. and Econ. Dev. Joint Venture, 220 S.W.3d 25, 31 (Tex.App.-San Antonio 2006, pet. filed); see also Tooke, 197 S.W.3d at 342 (<HOLDING>)- 15 . Matheus v. Sasser, 164 S.W.3d 453, 459 Options: A. holding that a state may waive its sovereign immunity B. holding that the trustee alone has the capacity to sue and be sued C. holding that sue and be sued provisions of agencies should be liberally construed and that authorization of suits against federal entities engaged in commercial activities may waive sovereign immunity from awards of interest as an incident of suit D. holding that the words sue and be sued when used in a statute do not by themselves waive immunity E. holding that plaintiffs do not lose their right to sue for damages sustained within statute of limitations period by failing to sue on earlier incidents in timely manner

assistant: The best answer is D. holding that the words sue and be sued when used in a statute do not by themselves waive immunity
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 covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CatchMark Timber Operating Partnership, L.P., c/o CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2325, Atlanta, GA 30328: Attn: Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if we offer you a free trial , the specific terms of your free trial will be provided at signup and/or in the promotional materials describing the free trial and your use of the free trial is subject to your compliance with such specific terms .

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: Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts or federal courts located in New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY . The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document 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.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company or any Parent or Subsidiary shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Performance Share Units awarded by this Agreement, their grant or otherwise, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, which may include, without limitation, reducing the number of shares otherwise distributable to the Participant by the number of shares of Stock whose Fair Market Value is equal to the amount of tax required to be withheld by the Company or a Parent or Subsidiary as a result of the settlement or otherwise of the Performance Share Units.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: linden lab may give notice to and obtain consent from you by one or more of the following means : through the service or website , by electronic mail to your e-mail address in our records , or by written mail communication to the address on record for your account .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are a composer or author of a musical work and are affiliated with a pro , then you must notify your pro of the royalty-free license you grant through this eula to us .

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: uses three distinct standards of review in Vaccine Act cases, depending upon which aspect of a special master’s judgment is under scrutiny: These standards vary in application as well as degree of deference. Each standard applies to a different aspect of the judgment. Fact findings are reviewed ... under the arbitrary and capricious standard; legal questions under the “not in accordance with law” s uman Servs., 195 F.3d 1302, 1316 (Fed.Cir.1999) ] (reviewing for abuse of discretion the Special Master’s decision to reject as unreliable the testimony of the petitioner’s expert). Determinations subject to review for abuse of discretion must be sustained unless “manifestly erroneous.” Piscopo, 66 Fed.Cl. at 53; see Milmark Servs., Inc. v. United States, 731 F.2d 855, 860 (Fed.Cir.1984) (<HOLDING>). Jarvis v. Sec’y of Dep’t of Health & Human Options: A. holding that decisions that lie within the trial courts discretion are to be sustained unless manifestly erroneous B. holding that award and rate of prejudgment interest are within trial courts discretion C. holding that a chancellors finding of fact will not be reversed unless manifestly wrong or clearly erroneous D. holding that legislative regulations are given controlling weight unless they are arbitrary capricious or manifestly contrary to the statute E. holding that such a decision was within the trial courts discretion

assistant: The best answer is A. holding that decisions that lie within the trial courts discretion are to be sustained unless manifestly erroneous
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: recognized as judicially cognizable. And such injury is recognizable for standing irrespective of whether the plaintiff will sustain an actual or more palpable injury as a result of the unequal treatment under law or regulation. Here, the Act facially discriminates against the [TCA's] membership by extending the benefit of a state-wide license to its competitors while denying that same benefit to incumbent cable providers .... [S]uch discrimination can constitute an injury because it positions similar parties unequally before the law; no further showing of suffering based on that unequal positioning is required for purposes of standing.” Id. Other courts have reached similar results. See, e.g., Friendship Med. Ctr., Ltd. v. Chicago Bd. of Health, 505 F.2d 1141, 1145-46 (7th Cir.1974) (<HOLDING>). 3 . As plaintiffs’ counsel noted at oral Options: A. holding preenforcement challenge to registration requirements for abortion providers justiciable where the regulations provided for the closing of any abortion service that would be in violation of any of the board of healths regulations and where the defendants had the power to deny authorization to those seeking to operate an abortion facility as well as the power to order the closing of any facility that it deems not in compliance with its regulations B. holding that as the court has made clear in several recent decisions a claim that the application of government regulations effects a taking of a property interest is not ripe until the government entity charged with implementing the regulations has reached a final decision regarding the application of the regulations to the property at issue C. holding that the board is not free to ignore its own regulations D. recognizing the right of the woman to choose to have an abortion before viability and to obtain it without interference from the state but noting that all abortion regulations interfere to some degree with a womans ability to decide whether to terminate her pregnancy thus the constitutionally critical concern is whether the regulations in a real sense deprive women of the ultimate decision E. holding that unless remand from the bia is qualified or limited to a specific purpose an ij may consider any and all matters he deems appropriate in the exercise of his administrative discretion or which are brought to his attention in compliance with the appropriate regulations

assistant: The best answer is A. holding preenforcement challenge to registration requirements for abortion providers justiciable where the regulations provided for the closing of any abortion service that would be in violation of any of the board of healths regulations and where the defendants had the power to deny authorization to those seeking to operate an abortion facility as well as the power to order the closing of any facility that it deems not in compliance with its regulations
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 and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except to the extent expressly permitted in Sections 11.3.B and 11.3.C or in connection with the exercise of a Redemption Right pursuant to Section 8.6 , a Limited Partner may not transfer all or portion of its Partnership Interest, or any of such Limited Partner’s rights as a Limited Partner, without the prior written consent of the General Partner, which consent may be withheld in the General Partner’s sole and absolute discretion. Any transfer otherwise permitted under Sections 11.3.B and 11.3.C shall be subject to the conditions set forth in Section 11.3.D and 11.3.E , and all permitted transfers shall be subject to Section 11.4 , Section 11.5 and Section 11.6 .

assistant: General
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: 156 F.3d at 194 n. 1 (In prison, “[w]here the government absolutely monopolizes the means of speech or controls a bottleneck, ... a refusal to fund functions the same as an outright ban.”); Kimberlin v. U.S. Dep’t of Justice, 318 F.3d 228, 232 (D.C.Cir.2003) (BOP’s interpretation of Zimmer Amendment as imposing an outright ban of electrical instruments was reasonable; the restriction on using appropriated funds for the “use or possession” of electric and electronic instruments may reasonably be construed to prohibit paying for costs incidental to such use or possession, including costs incurred for storage, supervision and electricity), reh’g en banc denied, 351 F.3d 1165 and 1166 (D.C.Cir.2003). See also Environmental Defense Ctr. v. Babbitt, 73 F.3d 867, 871-72 (9th Cir.1995) (<HOLDING>). Given the context in which the challenged Options: A. holding that the defendant failed to demonstrate government acquiescence in part because he never reported alleged gang incidents to the government and therefore could not prove that the government was even aware of a problem B. holding that the alien was entitled to performance by the government of its promise that the government would not oppose any of his motions for relief from deportation C. holding that preservation of government resources cannot as a matter of law justify barring some arbitrarily chosen group from a government program D. holding that amtrak is an agency of the government for purposes of the constitutional obligations of government E. holding that the use of any government resources whether salaries employees paper or buildings to accomplish a final listing of a species as endangered would entail government expenditure and thereby run afoul of statutory moratorium on spending for such purpose the government cannot make expenditures and therefore cannot act other than by appropriation

assistant: The best answer is E. holding that the use of any government resources whether salaries employees paper or buildings to accomplish a final listing of a species as endangered would entail government expenditure and thereby run afoul of statutory moratorium on spending for such purpose the government cannot make expenditures and therefore cannot act other than by appropriation
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: other areas of criminal law. Plea agreements, for example, commonly contain a provision stating that proffer information that is disclosed during the course of plea negotiations is inadmissible as substantive evidence of guilt, but is admissible for purposes of impeachment. The standard plea agreement provides: “No statements made or information provided by [the defendant] will be used by the government directly against her, except for the purpose of cross-examination or impeachment should she be a witness' in any criminal trial or proceeding and offer testimony materially different from any statements made or information provided during the proffer....” United States v. Nemetz, No. 87-196-C, slip op. at 2-3, 1987 WL 17543 (D. Mass. Sept. 21, 1987) (quoting a standard plea agreement) (<HOLDING>). Similarly, grand jury testimony, which is Options: A. holding that the constitution does not require the government to disclose impeachment evidence prior to entering a plea agreement with a criminal defendant B. holding that the defendant by signing the plea agreement waives the protection of fedrcrimp 11e6 for the purposes of impeachment C. holding that although signing arbitration agreement was condition of employment agreement was not void for unconscionability D. holding parolee waives constitutional searchandseizure rights by voluntarily signing parole agreement E. recognizing that a voluntary and understanding guilty plea entered without the benefit of a plea bargain waives all nonjurisdictional defects that occurred before the entry of the plea

assistant: The best answer is B. holding that the defendant by signing the plea agreement waives the protection of fedrcrimp 11e6 for the purposes of impeachment
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: manufacturers who submit false information to HHS. Defendants argue that this express federal control precludes the traditional presumption against preemption. There is some strength to this argument, especially in light of the Secretary’s decision to keep the pricing information confidential from the states. However, upon close scrutiny of the statutory scheme, I conclude that Buckman does not control for two reasons. First, the Secretary does not make an independent determination with respect to Best Price, but merely acts as a go-between. In contrast, in Buckman, the Food and Drug Administration was “charged with the difficult task of regulating the marketing and distribution of medical devices without intruding upon decisions statutorily committed to the disc , 121 S.Ct. 1012 (<HOLDING>). Emphasizing that the state law claims depend Options: A. holding that state claims for fraudulent submissions to the fda were preempted B. holding that state law claims for fraud on the fda would interfere with fdas ability to balance safety concerns with need to bring products to market rapidly for flexibility is a critical component of the statutory and regulatory framework under which the fda pursues difficult and often competing objectives C. holding that plaintiffs state claims were not preempted because defendant failed to show that these claims rested on standards other than those permitted by the fda D. holding fraudulent representations to the fda could not sustain statelaw claims E. holding that state law fraud on the fda claims were impliedly preempted by the food drug and cosmetic act

assistant: The best answer is B. holding that state law claims for fraud on the fda would interfere with fdas ability to balance safety concerns with need to bring products to market rapidly for flexibility is a critical component of the statutory and regulatory framework under which the fda pursues difficult and often competing objectives
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 Plan Support Agreement shall become effective and binding upon each Party upon the Plan Support Effective Date; provided that signature pages executed by Consenting Noteholders shall be delivered to (a) other Consenting Noteholders in a redacted form that removes such Consenting Noteholders’ holdings of the Unsecured Notes and (b) the Memorial Parties, Weil, and the Memorial Parties’ other advisors in an unredacted form (to be held by Weil and such other advisors on a professionals’ eyes only basis).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties (except the rights and obligations of the Parties as set forth in the Warrants) and supersedes all prior agreements and understandings, oral and written, between the Parties with respect to the subject matter hereof. This Agreement may not be amended except by a written agreement signed by Purchaser and Seller.

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: This Agreement may be executed in multiple counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will disclose the material terms of this Agreement and the transactions contemplated hereby by not later than 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof by means of a Current Report on Form 8-K filed with the Commission. Such Current Report on Form 8-K shall include as exhibits this Agreement and the A&R Debenture. The Company and Holder shall consult with each other in preparing any such Current Report. From and after the filing of the Current Report on Form 8-K with the Commission, the Company acknowledges and agrees that the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents.

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: Except to the limited extent necessary to comply with Applicable Law, legal process, or a court order or to enforce a final settlement agreement or secure enforcement or vacatur or the Tribunal’s award, the Parties agree that the existence, terms and content of any Arbitration, all information and documents disclosed in any Arbitration or evidencing any Arbitration results, award, judgment or settlement, or the performance thereof, and any allegations, statements and admissions made or positions taken by either Party in any Arbitration shall be treated and maintained in confidence and are not intended to be used or disclosed for any other purpose or in any other forum.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a color-able claim of infringement. 19 . Even assuming, arguendo, that the misrepresentations were innocent when made in 1976, Marshak's failure to correct these material falsehoods during the subsequent 23 years also requires a finding of fraud. 20 . Notwithstanding Marshak’s objection, this Court finds no error in its refusal to publish the Green and Sheppard decisions to the jury. These materials were irrelevant under Rule 401. In addition, any probative value was substantially outweighed by the danger of unfair prejudice. See Fed.R.Evid. 403. 21 . This is also consistent with the black letter rule, applicable in both civil and criminal cases, that knowledge may be established by proof of reckless disregard for the truth. See United States v. Coyle, 63 F.3d 1239, 1243 (3d Cir.1995)(<HOLDING>). 22 . Marshak also cites Orient Express Options: A. holding trial courts finding omission of information was not intentional or with reckless disregard for truth was not clearly erroneous B. holding that the prosecution may establish the intent element of mail fraud by proving that the defendant was reckless C. holding that the defendant could be prosecuted for making false claims against the government under either the false claims statute 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 D. holding that submitting false claims to the government could be charged under either the false claims act 18 usc 287 or the mail and wire fraud statutes 18 usc 1341 1343 because nothing in the statutory language of the relevant statutory provisions provided any evidence of an intent to withdraw from one statute a coverage it obviously has standing alone because of a coverage also afforded by another statute E. holding that in a criminal mail fraud prosecution under 18 usc 1341 where proof of specific intent is required it may be found from a material misstatement of fact made with reckless disregard for truth

assistant: The best answer is E. holding that in a criminal mail fraud prosecution under 18 usc 1341 where proof of specific intent is required it may be found from a material misstatement of fact made with reckless disregard for truth
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Group Members has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Group Member, as applicable, has set aside on its books adequate reserves, or are subject to any valid extension of time for payment, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

assistant: Taxes
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 two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, .PDF or any other electronic transmission and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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: Any Purchaser may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement and under the Program Documents; provided, however, that (i) such Purchaser’s obligations under this Agreement and the other Program Documents shall remain unchanged, (ii) such Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Seller shall continue to deal solely and directly with Agent and/or Purchasers in connection with such Purchaser’s rights and obligations under this Agreement and the other Program Documents. Agent and Purchasers may distribute to any prospective or actual participant this Agreement, the other Program Documents and any document or other information delivered to Agent and/or Purchasers by Seller.

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: during examination of witness who was in fear of his personal safety after being threatened). While the closure in these cases was limited to the duration of the witness’s testimony, it was proper in this case for the court to exclude St. Clair from the entire trial because more than one witness complained of intimidation. Indeed, protecting the participants in a trial is an integral part of protecting the integrity of the trial itself. Cf. United States v. Jackson, 513 F.2d 456, 459 (D.C.Cir.1975) (stating one purpose of statute criminalizing witness intimidation is “the protection of participants in federal judicial proceedings, and thereby the protection of the public interest in the due administration of justice”); Broadbent v. United States, 149 F.2d 580, 581 (10th Cir.1945) (<HOLDING>). St. Clair’s exclusion did not undermine the Options: A. holding that courts of appeal should only correct a forfeited error at the trial level in those circumstances in which a miscarriage of justice would otherwise result B. holding that courts may only review claims for fundamental miscarriage of justice C. holding that failure to consider an improper jury instruction would constitute a miscarriage of justice D. holding that sealing an indictment for the security of witnesses and to protect against witness tampering was proper E. recognizing statute prohibiting witness intimidation was designed to protect witnesses in federal courts and to prevent a miscarriage of justice by corrupt methods

assistant: The best answer is E. recognizing statute prohibiting witness intimidation was designed to protect witnesses in federal courts and to prevent a miscarriage of justice by corrupt methods
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to be impounded during the pendency of the action, upon such terms and conditions as the court may prescribe, all articles alleged to infringe a copyright. 17 U.S.C. § 101(c) (1970) (amended 1976). The words “such person” were interpreted to permit the impoundment of an infringing work only when it was possessed by a defendant who had himself infringed the plaintiffs copyright. See Foreign & Domestic Music Corp. v. Licht, 196 F.2d 627, 629 (2nd Cir.1952) (finding impoundment improper when sought against a purchaser of copyrighted material because the “remedy of forfeiture and destruction is given only against an infringer” and “one does not infringe a copyright by buying an infringing copy” of a work); Jewelers’ Circular Pub. Co. v. Keystone Pub. Co., 274 F. 932, 936 (S.D.N.Y.1921) (<HOLDING>); Matenciot, Inc. v. David & Dash, Inc., 422 Options: A. holding that acceptance of payments under the louisiana state compensation act does not constitute an election of the remedy under state law precluding recovery under the longshoremens act B. holding that the appropriate remedy for a public trial violation was a new suppression hearing not a new trial because the remedy should be appropriate to the violation C. holding that the commission could not rely on generic analysis where it expressly found that only a limited segment of the industry was affected by the problem it sought to address while the remedy adopted would necessarily impact other segments D. holding second simple possession conviction was not an aggravated felony because it was not prosecuted as recidivist possession E. holding that impoundment could not interrupt a bailees possession because under the 1909 act the remedy was expressly limited to infringers

assistant: The best answer is E. holding that impoundment could not interrupt a bailees possession because under the 1909 act the remedy was expressly limited to infringers
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: academia.edu does not claim any ownership rights in any member content and nothing in these terms will be deemed to restrict any rights that you may have to use and exploit any member content .

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: If there is any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Committee will make appropriate and proportionate adjustments (including relating to the Stock, other securities, cash or other consideration which may be acquired upon vesting of the Performance Share Units) that it deems necessary to the number and class of securities subject to the Performance Share Units and any other terms of this Agreement. Any adjustment so made shall be final and binding upon the Participant.

assistant: Adjustments
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: (5th Cir.1986) (same). 49 . In re Stonebridge Techs., Inc., 430 F.3d 260, 269 (5th Cir.2005) (per curiam) (“It is well-established in this circuit that letters of credit and the proceeds therefrom are not property of the debtor’s bankruptcy estate.”); see also In re Lockard, 884 F.2d 1171, 1178 (9th Cir.1989) (”[W]e conclude that the surety bond at issue in this case is not ‘property of the estate,’ within the meaning of 11 U.S.C. § 541.”). 50 . 516 F.3d 301 (5th Cir.2008). 51 . Id. at 312 (internal quotation marks omitted). 52 . In re Trinity Gas Corp. (Reorganized), 242 B.R. 344, 350 (Bankr.N.D.Tex.1999) ("[T]he obvious purpose of § 541(a)(7) is to include property and rights which are acq . See Celotex Corp. v. Edwards, 514 U.S. 300, 327, 115 S.Ct. 1493, 131 L.Ed.2d 403 (1995) (<HOLDING>); In re Guild & Gallery Plus, Inc., 72 F.3d Options: A. holding that a proceeding that by its nature could arise only in the context of a bankruptcy case is a core matter subject to the jurisdiction of the bankruptcy court B. holding that a bankruptcy court could not use jurisdictional bootstraps to exercise jurisdiction that would not otherwise exist C. holding that district court did not have jurisdiction over any claims that could not exist independently of a contract D. holding under former jurisdictional limit that diversity jurisdiction did not exist where plaintiff sought damages of exactly 5000000 E. holding that bankruptcy court could not enjoin third party tort claims that would not affect estate

assistant: The best answer is B. holding that a bankruptcy court could not use jurisdictional bootstraps to exercise jurisdiction that would not otherwise exist
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 above licenses granted by you in textual comments you submit as content are perpetual and irrevocable , but are otherwise without prejudice to your ownerships rights , which are retained by you as set out in paragraph 7.2 above .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The indemnifications made pursuant to Sections 9.1 , 9.2 and 9.3 herein shall continue indefinitely in full force and effect and shall survive and shall in no way be impaired by any of the following: any satisfaction or other termination of this Security Instrument, any assignment or other transfer of all or any portion of this Security Instrument or Lender’s lien on, and security interests in, the Property (but, in such case, shall benefit both Indemnified Parties and any assignee or transferee), any exercise of Lender’s rights and remedies pursuant hereto including foreclosure or acceptance of a deed in lieu of foreclosure, any exercise of any rights and remedies pursuant to the Loan Agreement, the Note or any of the other Loan Documents, any transfer of all or any portion of the Property (whether by Borrower or by Lender following foreclosure or acceptance of a deed in lieu of foreclosure or at any other time), any amendment to this Security Instrument, the Loan Agreement, the Note or the other Loan Documents, and any act or omission that might otherwise be construed as a release or discharge of Borrower from the obligations pursuant hereto.

assistant: Survival