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: No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of such Plan., and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of all such underfunded Plans.

assistant: Erisa
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 hereby acknowledges and confirms on its own behalf and any Person claiming by or through the Borrower (collectively, the “ Releasors ”), that (i) it does not have any grounds, and hereby agrees not to challenge, in any case, based upon acts or omissions of any Indemnified Person occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Related Documents and (ii) it does not possess, and hereby unconditionally and forever waives, remises, releases, discharges and holds harmless each Indemnified Person, from and against, and agrees not to allege or pursue, any action, cause of action, suit, debt, liability, loss, expense, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, whether in law, equity or otherwise, which any of the Releasors ever had, now have, may have, or claim to have against any of the Indemnified Persons, by reason of any matter, cause or thing whatsoever, with respect to events or omissions occurring or arising on or prior to the date hereof and relating to the Related Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations shall be true as of the Closing and all such representations shall survive the Closing for a period of one year except as otherwise set forth in Article VI (Remedies) . All covenants shall survive indefinitely.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT (I) THE INTERPRETATION OF THE DEFINITION OF “TARGET MATERIAL ADVERSE EFFECT” AND WHETHER THERE SHALL HAVE OCCURRED A TARGET MATERIAL ADVERSE EFFECT, (B) WHETHER THE TARGET ACQUISITION HAS BEEN CONSUMMATED AS CONTEMPLATED BY THE MERGER AGREEMENT AND (C) THE DETERMINATION OF WHETHER THE REPRESENTATIONS MADE BY OR WITH RESPECT TO THE TARGET OR ANY OF ITS AFFILIATES ARE ACCURATE AND WHETHER AS A RESULT OF ANY INACCURACY OF ANY SUCH REPRESENTATIONS A PARTY TO THE MERGER AGREEMENT (OR ITS APPLICABLE AFFILIATES) HAS THE RIGHT TO TERMINATE ITS (OR THEIR) OBLIGATIONS, OR HAS THE RIGHT NOT TO CONSUMMATE THE MERGER, UNDER THE MERGER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF 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: Upon vesting of any Stock Units or any distribution of shares of Common Stock in respect of the Stock Units, the Corporation shall reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value, to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates; provided, however, that in the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Stock Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

assistant: Tax 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 legal provision and list the applicable contract clause categories. Provision: If any restriction set forth in Section 6 is found by any court of competent jurisdiction to be unenforceable because it extends over too great a range of activities, it shall be interpreted to extend only over the maximum range of activities as to which it may be enforceable.

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: The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with applicable anti-corruption Laws (including FCPA) and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws.

assistant: Anti-Corruption 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: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or e-mail of a PDF or similar electronic format signature.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with ever since his age of 13 and believes that this criminal record and his continued violation of the law does require a sentence at the top of the guideline range.” Id. at 8. I. A. Commerce Clause Challenge to Section 922(g)(1) Williams first challenges the constitutionality of the felon-in-possession statute as it applies to his possession of the Smith and Wesson revolver. Williams posits that because he possessed the gun solely within the State of Wisconsin, and because the record reveals no substantial connection between his possession of the gun and interstate commerce, Congress had no authority under the Commerce Clause, see U.S. Const. Art. I, § 8, cl. 3, to reach his possession of the gun. See United States v. Lopez, 514 U.S. 549, 115 S.Ct. 1624, 131 L.Ed.2d 626 (1995) (<HOLDING>). Williams did not make this argument below, so Options: A. holding that the gunfree school zone act exceeds congresss authority to regulate commerce B. holding that statute which prohibited gun possession near a school zone exceeded congresss authority under the commerce clause because the statute did not regulate activity that had a substantial effect on interstate commerce C. holding that enactment of 13981 exceeded congressional authority under either the commerce clause or section 5 of the fourteenth amendment D. holding that gunfree school zones act of 1990 which proscribed possession of a firearm within 1000 feet of a school exceeded congressional authority under commerce clause because it reached conduct that did not substantially affect or have a meaningful connection with interstate commerce E. holding that the gunfree school zones act exceeds congress power under the commerce clause

assistant: The best answer is D. holding that gunfree school zones act of 1990 which proscribed possession of a firearm within 1000 feet of a school exceeded congressional authority under commerce clause because it reached conduct that did not substantially affect or have a meaningful connection with interstate commerce
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: members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed. R. Civ. P. 23(b)(3). This class-action was certified under both Rule 23(a) and (b)(3). A district court “retains the ability to monitor the appropriateness of class certification throughout the proceedings and to modify or decertify a class at any time before final judgment.” In re Integra Realty Resources, Inc., 354 F.3d 1246, 1261 (10th Cir. 2004). This includes the duty to decertify the class after a settlement agreement has been reached between the parties, but where the requirements of class certification had not been met. See Amchem Prods., Inc., 521 U.S. at 620-28, 117 S.Ct. 2231 (<HOLDING>). The district court chose not to exercise this Options: A. holding that the district court abused its discretion by decertifying the class without permitting class counsel reasonable time to determine whether a new class representative could be substituted B. holding however that class certification was properly denied without discovery where plaintiffs could not make a prima facie showing of rule 23s prerequisites or that discovery measures were likely to produce persuasive information substantiating the class action allegations C. holding that courts are bound to enforce rule 23s certification requirements even where it means decertifying a class after they had reached a settlement agreement and submitted it to the court for approval D. holding that under wilkerson it was error for district court to deny class action certification motion of named plaintiffs whose claims were resolved after filing motion for class certification but before district court decided motion E. holding that putative class members are not parties to an action prior to class certification

assistant: The best answer is C. holding that courts are bound to enforce rule 23s certification requirements even where it means decertifying a class after they had reached a settlement agreement and submitted it to the court for approval
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 to the Managing Member and otherwise set forth in this Agreement, no Covered Person shall have any duty (including any fiduciary duty or any other duty or standard of care that may arise by default principles of law) to the Company or any Subsidiary or the Company’s Members, Managers or to other Persons that are party to or otherwise bound by this Agreement, provided, however, that nothing in this Agreement eliminates the implied contractual covenant of good faith and fair dealing or exculpates or excuses fraud, misrepresentation, gross negligence or willful misconduct.

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 case excerpt and choose the best holding from the options. Case excerpt: in controlling acts of Congress or by interpretative decisions of this Court. 346 U.S. at 409-10, 74 S.Ct. at 205. The Court held that the federal maritime law applied in which contributory negligence did not bar recovery, only being considered as to degree. Although the accident happened in Pennsylvania, the Pennsylvania law of contributory negligence which would have barred recovery was held not to apply. In Kermarec, a visitor on board a vessel berthed in New York Harbor was injured while leaving the ship by a fall down a stairway. The Court held that the owner of the ship in navigable waters under maritime law owed to Kermarec the duty of exercising reasonable care toward him. It held Ed.2d 928 (1994); Wahlstrom v. Kawasaki Heavy Indus., Ltd., 4 F.3d 1084, 1087-89 (2d Cir.1993) (<HOLDING>), cert. denied, — U.S. -, 114 S.Ct. 1060, 127 Options: A. holding that uniformity is as important in maritime survival actions as it is in maritime wrongful death actions B. holding that federal maritime law and not state law applies to all actions for wrongful death in navigable state waters C. holding that general maritime law preempts state law D. holding that wrongful death actions asserted under admiralty jurisdiction lie under general maritime law for death caused by violation of maritime duties and are not limited to standards of liability created by state law E. holding that platform workers death caused by an explosion on a platform bore no significant relation to maritime law even though the death occurred while the worker was located on a vessel in navigable waters

assistant: The best answer is B. holding that federal maritime law and not state law applies to all actions for wrongful death in navigable state waters
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: c. 93A). Plaintiffs’ final amended complaint, which they filed with leave of court on April 2, 2004, does not, however, contain a Chapter 93A claim, nor did it incorporate by reference any earlier complaint or claims. Defendant persuasively argues that the Chapter 93A claim has, therefore, been waived. Even if the Chapter 93A claim were properly before the Court, however, it would fail because plaintiffs have alleged no facts to support the contention that Banknorth committed unfair or deceptive trade practices other than those relating to their fraud claim and to Banknorth’s alleged breach of the RCA. As explained above, summary judgment will be entered with respect to those claims for the reasons set forth. See, e.g., Macoviak v. Chase, 40 Mass.App.Ct. 755, 667 N.E.2d 900, 904 (1996) (<HOLDING>); Wasylow v. dock, Inc., 975 F.Supp. 370, 382 Options: A. holding that summary judgment on chapter 93a claim is appropriate when summary judgment is granted on fraud claim and chapter 93a claim is solely based on the underlying claim for common law fraud B. holding that where there was no evidence of the claimed underlying violation and where there were no unique arguments related to the chapter 93a claim defendant was entitled to summary judgment on plaintiffs chapter 93a claim C. holding that where summary judgment is granted on the underlying tort claims a conspiracy claim must also fail D. holding that district court should not have granted summary judgment solely on basis that motion for summary judgment was not opposed E. holding that district court should not have granted summary judgment solely on basis that a motion for summary judgment was not opposed

assistant: The best answer is A. holding that summary judgment on chapter 93a claim is appropriate when summary judgment is granted on fraud claim and chapter 93a claim is solely based on the underlying claim for common law fraud
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 disclosed in the SEC Documents or on Schedule 3.1(b)(xii) , as of the date hereof, none of the officers, directors or employees of the Company or any other Subject Company is a party to any transaction with the Company or any other Subject Company (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any other Subject Company, any corporation, partnership, trust or other entity in which any such officer, director or employee has a substantial interest or is an officer, director, trustee or partner.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Grantor agrees that all Pledged Equity Interests delivered by such Grantor pursuant to this Agreement will be accompanied by duly executed undated blank powers, or other equivalent instruments of transfer reasonably acceptable to the Administrative Agent. Each Grantor will, from time to time upon the reasonable request of the Administrative Agent, promptly deliver to the Administrative Agent such powers, instruments, and similar documents, reasonably satisfactory in form and substance to the Administrative Agent, with respect to the Collateral and will, from time to time upon the request of the Administrative Agent during the continuance of any Event of Default, promptly transfer any Pledged Equity Interests or other Equity Interests constituting Collateral into the name of any nominee designated by the Administrative Agent.

assistant: Powers
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: Id., 357 Ill.Dec. 18, 962 N.E.2d at 932-33. On the issue of defense counsel’s knowledge at the time of the preliminary hearing, Torres argued that his counsel did not have an adequate opportunity for cross-examination, because he did not have access to certain discovery, “namely police reports,” which contained the prosecution witness’s statements to police. Id., 357 Ill.Dec. 18, 962 N.E.2d at 923. Defense counsel referenced several statements the witness made to police that were inconsistent with his preliminary hearing testimony. Id. The court agreed with Torres on this issue, stating that the defendant “was not privy to the inconsistent statements [the prosecution’s witness] gave to police, statements that counsel might have used to confront [the witness] and see if furt (2011) (<HOLDING>). However, guided by our pre-Crawford cases, we Options: A. holding district court did not violate sixth amendment by admitting defendants outofcourt statement B. holding admission of preliminary hearing testimony did not violate the sixth amendment where defendants motive during crossexamination was the same as at trial C. holding that the victims prior videotaped testimony from a preliminary hearing was admissible as testimony at trial where the victim was unavailable to testify D. holding that exclusion of testimony as collateral and of speculative relevance did not violate defendants sixth and fourteenth amendment rights E. holding that rule 606b does not violate the sixth amendment

assistant: The best answer is B. holding admission of preliminary hearing testimony did not violate the sixth amendment where defendants motive during crossexamination was the same as at trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is not impaired”); In re Harris, 482 B.R. 899 (Bankr. N.D. Ill. 2012) (same); and In re Stroud, 219 B.R. at 390 (same and concluding that “[l]ien avoidance must be conditioned upon Debtor’s completion of the Chapter 13 Plan and granting of the discharge in order to ensure that creditors’ interests are protected” (citation omitted)). 18 . See In re Mulder, No. 810-74217-reg., 2010 WL 4286174, at *3 (Bankr. E.D.N.Y. Oct. 26, 2010) ("This Court finds no support in the Code to use Section 349 as a basis on which to condition Section 522(f) lien avoidance upon entry of a discharge. This position inappropriately assumes that failure to' receive a discharge goes hand in hand with dismissal of a case.”); see also In re Ferrante, No. 09-13098, 2009 WL 2971306 (Bankr. D.N.J. Sept. 10, 2009) (<HOLDING>). 19 . Law v. Siegel, — U.S. -, 134 S.Ct. 1188, Options: A. holding that a state statutory framework and the punitive nature of segregation created a liberty interest B. holding that the debtor must have had an interest in the property before the lien attached to take advantage of 522f C. holding that in light of the statutory framework created by the code 522f lien avoidance cannot be made subject to any subsequent event D. holding that consumer lien avoidance powers of section 522f cannot be applied retroactively E. holding that a debtors ability to utilize 522f to avoid a judicial lien is not dependent upon the debtor receiving a discharge

assistant: The best answer is C. holding that in light of the statutory framework created by the code 522f lien avoidance cannot be made subject to any subsequent event
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: U.S. 128, 134, 99 S.Ct. 421, 58 L.Ed.2d 387 (1978). 44 . Brigham City v. Stuart, 547 U.S. 398, 403, 126 S.Ct. 1943, 164 L.Ed.2d 650 (2006) (internal citations omitted). 45 . United States v. Garcia, 56 F.3d 418, 422 (2d Cir.1995) (emphasis added). Accord Schneckloth v. Bustamonte, 412 U.S. 218, 222, 93 S.Ct. 2041, 36 L.Ed.2d 854 (1973) ("[A] search conducted pursuant to a valid consent is constitutionally permissible.”). 46 . Garcia, 56 F.3d at 422 (quoting United States v. Wilson, 11 F.3d 346, 352 (2d Cir.1993)). 47 . See Schneckloth, 412 U.S. at 241-42, 93 S.Ct. 2041 (explaining the differences between criminal procedure rights associated with trial, and criminal procedure rights associated with search). See also Ohio v. Robinette, 519 U.S. 33, 117 S.Ct. 417, 136 L.Ed.2d 347 (1996) (<HOLDING>); United States v. Drayton, 536 U.S. 194, 122 Options: A. holding that the fourth amendment does not require that a lawfully seized defendant must be advised that he is free to go before his consent to search will be recognized as voluntary B. holding inter alia that a search can be consented to even if a defendant to be advised that he is free to go C. holding that a search can be consented to even if a defendant does not subjectively feel free to leave D. holding that a defendant need not be advised of the right to terminate questioning at any time E. holding that the double jeopardy clause does not mandate that every time a defendant is put to trial before a competent tribunal he is entitled to go free if that trial fails to end in a final judgment

assistant: The best answer is B. holding inter alia that a search can be consented to even if a defendant to be advised that he is free to go
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: fairness of the trial itself" and "cast serious doubt on the reliability of the judgment of conviction." People v. Miller, 113 P.3d 743, 750 (Colo.2005) (internal quotations omitted). 2. Discussion 176 Definitional instructions are generally proper when they follow the language of the applicable statute. See, eg., Riley v. People, 266 P.3d 1089, 1094 (Colo.2011); Idrogo v. People, 818 P.2d 752, 754 (Colo.1991); People v. R.V., 635 P.2d 892, 894 (Colo.1981); People v. Crawford, 191 Colo. 504, 507, 553 P.2d 827, 829 (1976); Blincoe v. People, 178 Colo. 34, 38, 494 P.2d 1285, 1287 (1972). While courts must tailor instructions to the facts at trial, instructions are erroneous only if, taken as a whole, they do not instruct the jury on the applicable law. Compare Idrogo, 818 P.2d at 754-56 (<HOLDING>), and Leonard v. People, 149 Colo. 360, 374-75, Options: A. holding that when both parties agree that the facts of the case entitled defendant to a selfdefense instruction failing to so instruct the jury was error B. holding that defendant may be entitled to selfdefense instruction even though he did not testify C. holding that there was no error at all much less plain error in failing to instruct the jury that it was required to find drug quantity beyond a reasonable doubt D. holding the trial court erred in failing to instruct the jury that defendant claiming selfdefense had no duty to retreat E. holding that the district courts failure to instruct the jury as to the proper standard of proof constituted plain error

assistant: The best answer is A. holding that when both parties agree that the facts of the case entitled defendant to a selfdefense instruction failing to so instruct the jury was error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: at 810 (quoting Hearing on H.B. 1055 before the S. Comm, on Agrie., Natural Res., & Energy, 53d Gen. Assemb., 1st Sess. (Colo. Apr. 21, 1981) (statement of attorney Charles Elliott)). The General Assembly sought to ensure the protection of vested water rights from injury caused by those out-of-priority diversions authorized by augmentation plan decrees. Were we to require a vested water right holder to wait until actual injury has occurred — even though the operational experience of the augmentation plan indicates that injury will occur in the future — we will have failed to protect that vested water right from injury. Our interpretation accords with our prior decisions applying section 37-92-304(6). See In re Plan for Augmentation of the City & County of Denver, 44 P.3d at 1024, 1032 (<HOLDING>); Farmers Reservoir & Irrigation Co., 33 P.3d Options: A. holding that where plaintiffs alleged that the plan suffered significant losses and requested that fiduciaries make good to the plan the losses to the plan they need not seek to recover for all plan participants allegedly injured by the fiduciary breach B. holding that for chapter 12 plan confirmation purposes hypothetical costs should not be deducted from fair market value in valuing collateral to be retained by debtor C. holding that for chapter 12 plan confirmation purposes hypothetical costs should not be deducted from fair market value in valuing collateral to be retained by debt or D. holding that retained jurisdiction should be invoked where operational experience indicates that senior appropriators will be injured by the plan E. holding that plan language giving plan administrator power to determine which employees are eligible to participate in the plan and providing all parties dealing with the plan an interpretation of plan provisions on request indicates deferential standard of review of trustee eligibility decisions

assistant: The best answer is D. holding that retained jurisdiction should be invoked where operational experience indicates that senior appropriators will be injured by the plan
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: A draft public announcement of the execution of this Agreement is set forth on Exhibit C attached hereto and, subject to Protalix’s further review and comment, shall be promptly disseminated as a press release following the execution of this Agreement by both Parties and the approval by Protalix of the final form thereof. Other than with respect to the matters addressed in Section 8.5 and disclosures required by applicable Law or stock exchange rules, each Party shall only issue press releases that contain material new information ( i.e. , material information that has not been previously disclosed) concerning the terms of, or events related to, this Agreement or concerning the Compound, Drug Substance, Drug Product or Licensed Product after having provided the other Party with an opportunity to review and approve (such approval not to be unreasonably withheld, conditioned or delayed) such statement; provided that failure to disapprove of such press release in writing within two (2) Business Days shall be deemed approval hereunder. Such Party shall give due consideration to any specific reasonable comments of the other Party on such text timely received from the other Party, subject to such Party’s compliance with applicable Laws and stock exchange rules with respect to disclosure.

assistant: Publicity
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, requests, demands and other communications (collectively, “ Notices ”) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission, email or by United States first class, registered or certified mail, postage prepaid, addressed: (i) if to the Company, at the address set forth on the signature page of this Agreement to the attention of the Board or, if the Company has a President who is not Employee, to the President or another designee identified on the signature page (or if by email, to the latest email address the sender has for the recipient or, if the recipient is an entity, for the officer or other person designated to receive notices); and (ii) if the Employee, to the last known address or email address for Employee on the books and records of the Company. Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section.

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: It is the intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the liens and security interests evidenced under the Loan Documents and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Section 10.3 of the Existing Credit Agreement or any of the Borrower’s obligations thereunder with respect to the Administrative Agent (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnitee (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in connection herewith, each of the Loan Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Commitment on the Closing Date shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I(a) hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any).

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: The Canadian Borrowers shall pay to the Canadian Administrative Agent for the account of each Canadian Lender commitment fees in Canadian Dollars on the daily average unused amount of such Canadian Lender’s Canadian Commitment (for which purpose, the aggregate amount of any Bankers’ Acceptance liabilities and BA Equivalent Loans shall be deemed to be a pro rata (based on the Canadian Commitments) use of each Canadian Lender’s Canadian Commitment and the daily average used amount of each Canadian Lender’s Canadian Commitment shall be determined after taking into account its outstanding C$ Loans and outstanding Letter of Credit Liabilities, in each case, under the Canadian Commitments) for the period from the Closing Date to and including the earlier of the date the Canadian Commitments are terminated and the Commitment Termination Date, at a rate per annum equal to the Applicable Commitment Fee Rate in effect from time to time. Accrued commitment fees under this subsection 2.7 shall be payable on the Quarterly Dates and on the earlier of the date the Canadian Commitments are terminated and the Commitment Termination Date. The Canadian Borrowers shall pay to the Canadian Administrative Agent on the Closing Date, syndication, agency and additional commitment fees in the amounts heretofore mutually agreed in writing. The Canadian Borrowers shall pay to the Canadian Administrative Agent on the Closing Date and on each anniversary thereof, so long as any of the Canadian Commitments are in effect and until payment in full of all C$ Loans hereunder, all interest thereon and all other amounts payable hereunder, and an annual agency fee in the amount heretofore mutually agreed in writing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court made at sentencing, judges explicitly signaled their “substantial difficulty” setting aside previous views. See, e.g., United States v. Quach, 302 F.3d 1096, 1103-04 (9th Cir. 2002) (reassigning where the judge stated he would have denied a sentencing motion that was not brought initially, but could be filed on remand); Benvin v. U.S. Dist. Court for the Dist. of Nev. (In re Benvin), 791 F.3d 1096, 1104 (9th Cir. 2015) (reassigning where the court improperly inserted itself into plea negotiations and had “expressed explicit views on the appropriate terms” of an eventual agreement). By contrast, nothing in the record here suggests that this district judge will be unable to follow this court’s mandate on remand. See United States v. Johnson, 812 F.3d 757, 765 (9th Cir. 2016) (<HOLDING>). All of the judge’s comments which form the Options: A. holding that supervisors reactions to comments did not constitute direct evidence of age discrimination where comments were made six months prior to plaintiffs discharge and were unconnected to the discharge decision B. holding that in order to raise prejudicial comments of trial court on appeal defendant must object to comments when made and move for a mistrial C. holding that a requested reassignment was not reasonable because it would violate the seniority rights of other employees D. holding that trial judges admonition of the jury to disregard prosecutors comments on the defendants failure to testify did not cure the error E. holding sentencing comments about defendants credibility did not justify reassignment

assistant: The best answer is E. holding sentencing comments about defendants credibility did not justify reassignment
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: may object to a magistrate judge’s proposed findings, recommendations or report addressing a motion or matter described in 28 U.S.C. § 636(b)(1)(B) or making a recommendation for the disposition of a prisoner case or a habeas corpus petition within fourteen (14) days after being served with a copy thereof. Such party shall file with the clerk of court, and serve on the magistrate judge and all parties, written objections which shall specifically identify the portions of the proposed findings, recommendations or report to which objection is made and the basis for such objections. The briefing requirements set forth in Local Rule 72.2 shall apply. A judge shall make a de novo determination of those portions of the report or specified proposed findings or recommendations to wh .1998) (<HOLDING>). The court has reviewed the magistrate judge’s Options: A. holding that the court will review the report and recommendation for clear error B. holding that district courts adoption of the magistrate judges report and recommendation one day after issuance did not constitute reversible error where district court conducted a meaningful review of the report and recommendation C. holding that we review for clear error the bankruptcy courts factual findings D. holding that a partys failure to raise objections to the report and recommendation waives the partys right to review in the district court E. holding that district court error was not clear error in denying petition for mandamus

assistant: The best answer is A. holding that the court will review the report and recommendation for clear error
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Executive shall continue to serve as Executive Vice President and Chief Medical Officer. The Executive shall be based at the Company’s headquarters in New Haven, Connecticut, or such place or places in the continental United States as the Board of Directors of the Company (the “Board”) shall determine. The Executive shall be subject to the supervision of, and shall have such authority as is delegated to the Executive by, the Company’s Chief Executive Officer (“CEO”) and the Board.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither Party may assign its rights or, except as provided in Section 2.2.5 and Article VIII, delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part (including with respect to any Licensed Target or any Licensed Product) without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except that Takeda shall have the right, without such consent, (a) to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates, Sublicensees or Distributors, and (b) assign any or all of its rights and delegate any or all of its obligations hereunder (including on a Target-by- Target or Licensed Product-by-Licensed Product basis) to any of its Affiliates or its or their Sublicensees or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement (or the applicable Licensed Target(s) or Licensed Product(s)) relates); provided that Takeda shall provide written notice to MTEM within thirty (30) days after such assignment or delegation. Any permitted successor of Takeda or any permitted assignee of all of a Takeda’s rights under this Agreement that has also assumed all of Takeda’s obligations hereunder in writing shall, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for Takeda, whereupon Takeda shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this Agreement. All validly assigned rights of Takeda shall inure to the benefit of and be enforceable by, and all validly delegated obligations of Takeda shall be binding on and be enforceable against, the permitted successors and assigns of Takeda. Any attempted assignment or delegation in violation of this Section 12.7 shall be void and of no effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes and includes that entire agreement of the parties with reference to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof. No promise or representation of any kind has been made to any of the parties to this Agreement by any other party or parties to this Agreement or anyone acting for any of such parties, except as is expressly stated in this Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( a ) we warrant to you that any product purchased from us will , on delivery , conform in all material respects with its description and be of reasonably satisfactory quality .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This 2016-A Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa , unless the context otherwise requires.

assistant: Definitions
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 Buyer, and each beneficial owner of each Buyer, is not subject to any economic or trade sanction laws or regulations or restrictive measures enacted, administered or enforced by any governmental authority of the United States of America, and no Buyer is acting on behalf of any person so subject.

assistant: Sanctions
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 home was not raised below, it nevertheless decides the issue. Because I disagree with the majority’s disposition, I dissent from the conclusion that police are not required to have a reasonable and articulable suspicion of criminal activity in a home before seeking a consent search. Similar to the Fourth Amendment to the United States Constitution, the New Jersey Constitution prohibits unreasonable searches and seizures. N.J. Const. art. I, ¶ 7. “A warr 866 (2005) (finding legitimate expectation of privacy in bank records under State Constitution in contrast to Federal Constitution); State v. Pierce, 136 N.J. 184, 215, 642 A.2d 947 (1994) (invalidating warrantless vehicular search based on arrest for motor vehicle offense); State v. Tucker, 136 N.J. 158, 166-70, 642 A.2d 401 (1994) (<HOLDING>); State v. Hempele, 120 N.J. 182, 195-215, 576 Options: A. holding new jersey constitution prohibits search of auto incident to arrest where occupant removed from vehicle and secured elsewhere B. holding that in contrast with fourth amendment new jersey constitution prohibits police from stopping defendant solely because of flight upon seeing police C. holding new jersey law prohibits appropriation of a celebritys nickname D. recognizing israel had no interest in denying its citizens the substantive advantages of new jersey defamation law in new jersey residents claims for defamation published in new jersey E. holding the fourth amendment prohibits the police from making a warrantless and nonconsensual entry into a suspects home in order to make a routine felony arrest

assistant: The best answer is B. holding that in contrast with fourth amendment new jersey constitution prohibits police from stopping defendant solely because of flight upon seeing police