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 case excerpt and choose the best holding from the options. Case excerpt: may "take judicial notice of a document filed in another court ... to establish the fact of such litigation and related filings.” Global Network Commc’ns, Inc. v. City of New York, 458 F.3d 150, 157 (2d Cir.2006) (internal quotation marks omitted). 4 . The district court did not reach the defendants' other arguments for dismissal, including Best Buy and Speakeasy’s argument that RTI’s claim that they “assisted” in filing the California Action did not satisfy the plausibility standard for pleading, see Iqbal, 556 U.S. at 678-80, 129 S.Ct. 1937, and the Covad Defendants’ argument that they were not bound by the Agreement. Because we affirm the district court's dismissal under Lear, we do not reach these arguments. 5 . Cf. Aro Corp. v. Allied Witan Co., 531 F.2d 1368, 1374 (6th Cir.1976) (<HOLDING>). 6 . This case differs from MCA in that the Options: A. holding that the rationale of the consent decree cases was fully applicable where a stipulated dismissal and settlement resolved pending patent litigation and there were other licensees and alleged infringers who had an incentive to challenge the patents validity B. recognizing that in patent infringement eases a finding of noninfringement prevents a court from reaching an affirmative defense asserting the patents invalidity because the validity issue becomes immaterial to the disposition of the case and that any determination of the patents validity by the district court in such a case should be vacated C. holding that applicable federal patent law made patents personal and unassignable without consent of the licensor D. holding that the complaint placed the defendant on notice when it alleged ownership of the asserted patent named the individual defendants cited the patents that are allegedly infringed described the means by which the defendants allegedly infringed the patents and pointed to specific sections of the patent law invoked E. holding that a dismissal of a defendant who did not agree to settlement is not a favorable termination if dismissal of that defendant was a condition of settlement

assistant: The best answer is A. holding that the rationale of the consent decree cases was fully applicable where a stipulated dismissal and settlement resolved pending patent litigation and there were other licensees and alleged infringers who had an incentive to challenge the patents validity
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 Reportable Event has occurred with respect to any Plan which would reasonably be expected to result in a Material Adverse Effect. Each Plan complies in all material respects with all applicable provisions of ERISA. Each Credit Party or each ERISA Affiliate have filed all reports required by ERISA and the Code to be filed with respect to each Plan unless such a failure to file is not reasonably likely to result in a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: validity of the debt. R. at 47-69; see 38 C.F.R. § 1.911(c) (explaining that a debtor “has the right to informally dispute the existence or amount of the debt, to request waiver of collection of the debt, to a hearing on the waiver request, and to appeal the [VA] decision underlying the debt,” all of which “can be exercised separately or simultaneously”). The RO’s failure to issue an SOC as to the disputed amount of the debt means that that issue was not finally decided by the RO and is still pending below. See 38 U.S.C. § 7105(d)(1) (stating that, after the AOJ receives a timely NOD, it “will take such development or review action as it deems proper” and, “[i]f such action does not resolve the disagreement,” it “shall prepare a[n SOC]”); Tablazon v. Brown, 8 Vet.App. 359, 361 (1995) (<HOLDING>). Accordingly, the Board erred in failing to Options: A. holding that a board affirmance of an ro decision subsumes that decision B. holding that the ros failure to issue an soc prevented the disputed ro decision from becoming final and appealable to the board and the claim therefore remained pending C. holding that the boards finding that a matter was not before it because a substantive appeal had not been filed was error and determining that because a timely nod had been submitted and the ro never responded by issuing an soc as required by law and regulation the proper remedy was to vacate the board decision as to the matter and remand to the board for appropriate procedural compliance specifically the issuance of an soc D. holding that a claim before an ro remains pending until a final decision is rendered E. holding that because the appellant had filed an nod the board should have remanded that issue to the ro not referred it there ifor issuance of an soc

assistant: The best answer is B. holding that the ros failure to issue an soc prevented the disputed ro decision from becoming final and appealable to the board and the claim therefore remained pending
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 JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HEREUNDER WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR (TO THE EXTENT PERMITTED BY LAW) FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREUNDER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that the Closing shall not have occurred with respect to a Buyer on or before the third (3rd) Business Day following the date of this Agreement due to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party; provided , however , that if this Agreement is terminated pursuant to this Section 9.k , the Company shall be obligated to reimburse each of the Buyers (so long as such Buyer is not a breaching party) for its reasonable expenses (including attorneys’ fees and expenses) associated with the Closing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or his involvement with the federal investigation. The explanation for his dismissal in no way bears upon Martin’s immorality or dishonesty. This claim is ripe for dismissal. D. State-Law Counts Defendants have been granted summary judgment as to all federal claims asserted in this matter. The only remaining theories of recovery are premised on Kentucky law. The Court finds that it does not have pendent jurisdiction under 28 U.S.C. § 1367 to address the remaining state law claims. See 28 U.S.C. § 1367(c)(3) (“[t]he district courts may decline to exercise supplemental jurisdiction over a claim under subsection ... if ... the district court has dismissed all claims over which it has original jurisdiction”); Taylor v. First of Am. Bank-Wayne, 973 F.2d 1284, 1287-88 (6th Cir.1992) (<HOLDING>); Hankins v. The Gap, Inc., 84 F.3d 797, 802-03 Options: A. holding that because no class was certified at the time the individual claims were dismissed the class action was properly dismissed B. holding that after all federal claims had been dismissed if the district court does decline to exercise supplemental jurisdiction these state claims shall be remanded to state court rather than dismissed because this case was originally filed in state court and removed to federal court C. holding that in the context of the federal tort claims act claims dismissed on sovereign immunity grounds are not dismissed for lack of jurisdiction but for the existence of a defense D. holding that if the federal claims are dismissed before trial the state claims should be dismissed as well E. holding that when all federal claims have been dismissed the court should decline to exercise supplemental jurisdiction over the state law claims

assistant: The best answer is D. holding that if the federal claims are dismissed before trial the state claims should be dismissed as well
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of such testimony, but neither of these uses violates any immunity that Daniels contends she had. See Bartel, 19 F.3d at 1113 (noting that Bartel’s contention that his compelled grand jury testimony might have been considered by the grand jurors that issued his indictment as corroboration for other evidence lacked merit because the government satisfied its burden of proving that the evidence presented to the grand jury was derived from legitimate, independent sources). We therefore conclude that the district court’s determination that the government established independent sources for the search warrant affidavit and the indictment was not clearly erroneous. C. The district court did not err in refusing to suppress the evidence obtained at Gould’s residence based 0 (9th Cir.1986) (<HOLDING>). Congress has provided civil and criminal Options: A. holding that a violation of 6103 does not require the application of the exclusionary rule 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 suppression of the evidence or dismissal of an indictment are not required to remedy a violation of 6103 D. holding suppression is not a remedy for violation of vienna convention under federal law E. holding that the fourth amendment remedy sought is suppression

assistant: The best answer is C. holding that suppression of the evidence or dismissal of an indictment are not required to remedy a violation of 6103
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You will serve as Chief Executive Officer, based in Warrenville, Illinois, in accordance with the terms and provisions of this Agreement as well as any employment and other policies applicable to employees of the Company and its subsidiaries from time to time during the term of your employment. You will have the customary duties, responsibilities and authorities of such position. You will also receive such office, staffing and other assistance as is commensurate with that received by other executives at your level in a corporation of similar size and nature.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: an inmate was injured by a foreign object in the food. His sole allegation that a security guard knew of an incident when pebbles were found in prison beans does not support a finding that Atkinson knowingly disregarded a substantial risk that an inmate would bite into or ingest a foreign object. The security guard did not indicate that Atkinson was aware of the pebbles. In a § 1983 suit, “[a]bsent vicarious liability, each Government official ... is only liable for his or her own misconduct.” Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009). Because Green was unable upon remand to remedy the insufficient factual allegations against Atkinson, the district court’s dis missal of the claim was proper. See id.; George v. King, 837 F.2d 705, 707 (5th Cir.1988) (<HOLDING>). Green also addresses the merits of new claims Options: A. holding extraneous offenses of murder by cyanide poisoning relevant to charge of murder by chloroform poisoning B. holding counsels decision to open after the states caseinchief did not amount to a constitutional violation C. recognizing cause of action against federal officials for violation of constitutional rights D. holding single incident of food poisoning did not amount to a violation of prisoners constitutional rights E. holding that violation of state law was not a per se constitutional violation

assistant: The best answer is D. holding single incident of food poisoning did not amount to a violation of prisoners constitutional rights
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 provisions of this Agreement will be held in strictest confidence by you and the Company and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement in confidence to your immediate family; (b) the parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (c) the Company may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements; and (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law.

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 legal provision and list the applicable contract clause categories. Provision: Effective as of the Effective Time, Prime Re hereby irrevocably novates, assigns, transfers and conveys to Pecan Re, and Pecan Re hereby (a) accepts such novation, assignment, transfer and conveyance of all of Prime Re’s rights, title and interest in and to the Coinsurance Agreement and (b) assumes, and shall observe and perform, all of Prime Re’s duties, risks, obligations and liabilities under the Coinsurance Agreement (whether existing now or arising hereafter with respect to periods on, before or after the Effective Time).

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: Schedule 4.20 hereto contains a list of all insurance policies and bonds maintained by, or on behalf of, either Company on its respective properties, operations, inventories, assets, business or personnel (specifying the insurer, type of insurance, policy number and any pending claims). All such insurance policies (a) are valid, outstanding, and enforceable; (b) are sufficient for compliance with all Laws and Contracts to which either Company is a party or by which it is bound; and (c) will continue in full force and effect following the consummation of the transactions contemplated by this Agreement. Neither Company nor the Member has received any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder. Each Company has paid all premiums due, and has otherwise performed all of its obligations, under each policy to which such Company is a party or that provides coverage to such Company, or any of its directors, governors or managers. Each Company has given notice to the insurer of all known claims that may be insured thereby.

assistant: Insurances
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 this arbitration provision is found to be null and void , then all disputes arising under the terms between us will be subject to the jurisdiction of the state and federal courts located in baltimore , maryland , and you and we hereby submit to the personal jurisdiction and venue of these courts .

assistant: Jurisdiction
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 Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent shall be given or withheld in the General Partner’s sole and absolute discretion. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only with the consent of the General Partner and only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 15.11 and (ii) such other documents or instruments as may be required in the discretion of the General Partner to effect such Person’s admission as an Additional Limited Partner. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 498 U.S. 335 111 S.Ct. 805 112 L.Ed.2d 836 UNITED STATES, petitionerv.Darlina K. FRANCE. No. 89-1363. Supreme Court of the United States January 22, 1991 Rehearing Denied March 14, 1991. See 499 U.S. 914, 111 S.Ct. 1125. PER CURIAM. 1 The judgment of the United States Court of Appeals for the Ninth Circuit is affirmed by an equally divided Court. 2 Justice SOUTER took no part in the consideration or decision of this case.

assistant: 1
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 rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Employer hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Employer or similar transaction involving the Employer or a successor corporation. The Employer shall require any successor to the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place.

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: All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement, the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default, Event of 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 and so long as the Commitments have not expired or terminated. The provisions of Section 2.12 , Section 2.13 , Section 2.14 , and Section 9.03 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments, the resignation of the Administrative Agent, the replacement of any Lender or the termination of this Agreement or any provision hereof.

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: Buyer acknowledges and agrees (for itself and on behalf of its Affiliates) that, except for the representations and warranties expressly set forth in Article 3, Seller makes no, and has made no, representation or warranty relating to the Seller or the Shares, and neither Buyer nor any of its Affiliates has relied or will rely upon any representation or warranty except for those expressly set forth in Article 3. Without limiting the representations and warranties of Seller in Article 3: (i) Buyer acknowledges that it and its representatives have received reasonable access to the books and records of the Companies for the purposes of conducting a due diligence review of the Companies and the Shares, and (ii) Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgement concerning, the Shares.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plainly stated that, “[i]n exchange for the benefits offered by Amtrak, [CO] agrees ... not to seek employment with Amtrak in the future.” (Ford Deck, Ex. 46 at 2.) Plaintiff was not similarly situated to CO in all material respects. Accordingly, because plaintiff has not offered any evidence that Amtrak treated similarly situated employees in a more favorable manner upon termination, her evidence regarding her severance package does not demonstrate that defendants’ proffered explanation for her termination is mere pretext for racial or gender discrimination. 7. Disparate duties and opportunities Plaintiff claims she was fired because Porter set her up to fail. While this allegation is conclusory and speculative and does not create a genuine issue of mater 3, 408 (N.D.Ga.1989) (<HOLDING>). Contrary to Porter and Green’s contention Options: A. holding that a state is not a person within the meaning of 1983 B. holding that a person is seized when a reasonable person would have believed that he was not free to leave C. holding that in a 1981 case it not controlling that a black person is suing a black person D. holding that burglary may qualify as offense against person if as committed it is in fact a crime against a person E. holding that the person who travels as an agent of person defrauded is a victim

assistant: The best answer is C. holding that in a 1981 case it not controlling that a black person is suing a black person
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Subject to Section 11.3 , the Parties agree to the exclusive venue of the federal or state courts located in the State of Delaware for the adjudication of all disputes arising out of this Agreement.

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: Option Holder is a holder of options to purchase a number of shares of common stock of the Company (the “Option Shares”) pursuant to the Option Agreement(s) described on Schedule A. To the extent that any Option Shares granted in any one calendar year exceed 100,000 shares, Option Holder hereby agrees to forfeit all rights to purchase the Option Shares comprising the excess (the “Excess Shares”), as indicated in the “Excess Shares” column in Schedule A. For any Option Agreement, the Excess Shares forfeited shall be those that would vest last in time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: err in admitting it. Therefore, because none of the witnesses’ testimony was admitted under Rule 404(b), and the testimony was relevant to establish that Chisolm was guilty of the crimes for which he was being tried, the district court did not abuse its discretion in allowing the testimony. See Brannan, 562 F.3d at 1306. III. Sentencing Enhancement We review Chisolm’s contention that the district court erred in applying a sentencing enhancement, which resulted in his life sentence, de novo. United States v. Mazarky, 499 F.3d 1246, 1248 (11th Cir.2007). In this case, the district court did not err in sentencing Chisolm to an enhanced sente state court convictions do not qualify as predicate offenses fails on the merits. See United States v. Hansley, 54 F.3d 709, 717-18 (11th Cir. 1995) (<HOLDING>) (emphasis in original). AFFIRMED. 1 . Chisolm Options: A. holding that a second state court conviction for simple possession of narcotics is an aggravated felony as defined in 8 usc 1101a43 B. holding lopez was inapplicable to the language prior conviction for a felony drug offense in 21 usc 841b1a because felony drug offense was defined in 21 usc 80244 as an offense that is punishable by imprisonment for more than one year under any law of the united states or of a state C. holding that a prior nonarizona conviction to be used as a prior felony conviction under the statute must both be for an offense that would constitute a felony in arizona and be classified as a felony in the other jurisdiction D. holding that defendants prior felony convictions in georgia state court for drugrelated conspiracy and simple possession qualified as predicate prior felony drug offenses for 841b1a because under the plain language of the statute felony drug offense includes any criminal conduct relating to narcotics including simple possession which a state has proscribed as a felony E. holding that drug felony under state law can constitute an aggravated felony for federal sentencing guidelines purposes even if the same conduct would not constitute a felony under federal law

assistant: The best answer is D. holding that defendants prior felony convictions in georgia state court for drugrelated conspiracy and simple possession qualified as predicate prior felony drug offenses for 841b1a because under the plain language of the statute felony drug offense includes any criminal conduct relating to narcotics including simple possession which a state has proscribed as a felony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive covenants and agrees that during the course of his employment by the Company and at any time thereafter, Executive shall not, directly or indirectly, in public or private, deprecate, impugn, disparage, or make any remarks that would tend to or be construed to tend to defame the Company, its products or services, or any of its officers, directors, employees, or agents; nor shall Executive assist any other person, firm or company in so doing.

assistant: Non-Disparagement
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: From and after the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder. To the extent that the Company’s rights under any Assigned Contract that is an Assumed Liability or any Transferred Permit that is a Purchased Asset, or any other Purchased Asset, may not be assigned or transferred to the Buyer without the consent, authorization or waiver of another person or entity which has not been obtained, this Agreement shall not constitute an agreement to assign or transfer the same if an attempted assignment would constitute a breach thereof or be unlawful, and the Company shall reasonably cooperate, at the Company’s expense, in the Company’s obtaining any such required consent(s), authorization(s) or waiver(s) as promptly as possible. Notwithstanding the foregoing, except as required under applicable law (in which case, the Company shall be solely responsible for such payment), neither the Company nor the Buyer (or any of their respective affiliates) shall be required to pay any form of consideration to any third party to obtain any consent, authorization or waiver. Pending obtaining such consent, authorization or waiver, the Company and the Buyer shall use their commercially reasonable efforts to cooperate with each other to agree to any reasonable and lawful arrangements designed to provide to the Buyer the benefits such Purchased Asset or Assigned Contract that it would have obtained had the Purchased Asset or Assigned Contract been assigned and transferred to the Buyer at the Closing. Once the required consent, authorization or waiver is obtained, the Company shall, or shall cause its relevant affiliates to, assign and transfer such Purchased Asset or Assigned Contract to the Buyer at no additional cost to the Buyer. The Company shall hold in trust for and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company or any of its affiliates in connection with its use of any Purchased Asset or Assigned Contract (net of any income Taxes and any other costs imposed upon the Company) in connection with the arrangements under this Section 5.7 , and the Buyer shall be responsible for all economic liabilities incurred in the aforesaid use of such Purchased Asset or performance of such Assigned Contract (except to the extent arising out of any breach or violation of, or default under, any applicable law or contract by the Company or its affiliates).

assistant: Further Assurances
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 vexatious, abusive, and harassing litigation. We have jurisdiction over this appeal pursuant to 28 U.S.C. § 1292(a)(1). Questions of subject matter jurisdiction are reviewed de novo on appeal. Bissonnet Invs. L.L.C. v. Quinlan (In re Bissonnet Invs. L.L.C.), 320 F.3d 520, 522 (5th Cir.2003). Douglas Baum argues that the district court lacked jurisdiction to sua sponte modify the pre-filing injunction. We disagree. A district court has jurisdiction to impose a pre-filing injunction to deter vexatious, abusive, and harassing litigation. Farguson v. MBank Houston, N.A., 808 F.2d 358, 360 (5th Cir.1986) (recognizing the district court’s inherent power to protect its jurisdiction and judgments and to control its own dockets); Day v. Allstate Ins. Co., 788 F.2d 1110, 1115 (5th Cir.1986) (<HOLDING>) (citing Martin-Trigona v. Lavien (In re Options: A. holding that an appeal point was forfeited because the litigant failed to make the same argument when appealing from the bankruptcy court to the district court B. holding that a district court may impose a prefiling injunction which would bar a litigant from filing any additional actions without first obtaining leave from the district court to deter vexatious filings C. holding that when the district court applies the wrong preliminary injunction standard this court may review the record to determine whether the injunction is justified D. holding that retransfer to district court would be futile where district court determined it was without jurisdiction to hear plaintiffs claim E. holding that plaintiff brought its claim to district court for a vexatious purpose when the claim was a mirror image of the state court action

assistant: The best answer is B. holding that a district court may impose a prefiling injunction which would bar a litigant from filing any additional actions without first obtaining leave from the district court to deter vexatious filings
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: conviction. Count one charged Madison with the capital murder of a peace, or law enforcement, officer while the officer was on duty. Count two charged Madison with the capital murder of a law enforcement officer who was performing an official or job-related act. Both counts went to the jury. The third jury unanimously convicted Madison of the capital offense of murdering a law enforcement officer in violation of § 13A-5-40(a)(5). The trial court sentenced Madison to death. We affirm the judgment of the Court of Criminal Appeals with respect to all issues, and we specifically address one: Whether the trial court deprived Madison of his constitutional rights by not requiring the jury to reach a unanimous agreement that the murder took place (1) while Cpl. Shulte was “ 589, 593 (1991) (<HOLDING>); State v. Tillman, 750 P.2d 546, 563-65 (Utah Options: A. holding that the jury need not agree on the theory supporting the conviction if there is sufficient evidence to support either theory B. holding that the jury need agree only that the defendant committed firstdegree murder not on the theory by which it reached the verdict C. holding that indictment for murder in the first degree charges murder by whatever means it may have been committed regardless of the theory of murder presented to the grand jury D. holding that there is no error in instructing the jury on alternative theories if there is sufficient evidence that the defendant committed firstdegree murder E. holding that the accused cannot impeach a verdict on the basis that the jury could not agree on the theory of firstdegree murder

assistant: The best answer is B. holding that the jury need agree only that the defendant committed firstdegree murder not on the theory by which it reached the verdict
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 irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Secured Party or any Related Party thereof in any way relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each Guarantor and each Secured Party (by its acceptance hereof) irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each Guarantor and each Secured Party (by its acceptance hereof) agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or in any other Loan Document shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against any Guarantor or its properties in the courts of any jurisdiction.

assistant: Submission To Jurisdiction
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 of the provisions of this Amendment shall be effective as of the Effective Date. Except as specifically provided for in this Amendment, the terms of the Sublicense Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of this Amendment and the Sublicense Agreement, the terms of this Amendment shall prevail and govern.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: to report claims of third-party copyright , trademark , or other intellectual property infringement , please email an intellectual property report to us at ip@msqrd.me or to our designated agent :

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: Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be in writing and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if by an internationally recognized overnight courier service, one Business Day after deposit with such courier service. All such notices, requests, demands and other communications shall be addressed to such address or facsimile number as a party may have specified to the other parties in writing delivered in accordance with this Section 6.4.

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: No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a “ Sale and Leaseback Transaction ”), except for any such sale of any fixed or capital assets by the Company or any Subsidiary that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after the Company or such Subsidiary acquires or completes the construction of such fixed or capital asset.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3.8 there are no actions, suits, or proceedings (including condemnation, expropriation, or forfeiture proceedings) (a) pending before any Governmental Authority or arbitrator against, or brought by, such Seller or member of the Samedan Group (i) relating to any Asset of such Seller or member of the Samedan Group or such Seller’s ownership thereof or (ii) seeking to prevent the consummation of the transactions contemplated hereby or (b) to such Seller’s Knowledge there are no actions, suits, or proceedings (including condemnation, expropriation, or forfeiture proceedings) expressly threatened in writing with reasonable specificity by any Third Party or Governmental Authority against such Seller or any member of the Samedan Group (i) relating to any Asset of such Seller or member of the Samedan Group or such Seller’s ownership thereof or (ii) seeking to prevent the consummation of the transactions contemplated hereby.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: further , unless both you and academia.edu 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 legal provision and list the applicable contract clause categories. Provision: This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

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: There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (b) on the Closing Date, involve any of the Loan Documents or that would prohibit the consummation of the Transaction or the Spin-Off.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Company acknowledges that the University has incurred attorney fees, expenses, filing fees and other charges incident to the preparation, filing, prosecution and maintenance of the Patent Rights (the “ Past Patent Expenses ”) in the amount set forth on Exhibit D. The Company has paid per the Original Agreement the Past Patent Expenses, as set forth in the invoice attached as Exhibit D. During the Term, the Company will either pay directly under a separate Client and Billing Agreement or reimburse University for all reasonable documented attorneys’ fees, expenses, official fees and all other charges accumulated or invoiced to the University during the Term incident to the preparation, filing, prosecution, and maintenance of the Patent Rights (the “ Current Patent Expenses ”). The University shall use reasonable efforts to submit Current Patent Expenses for pre-approval by the Company. The Current Patent Expenses shall be reimbursed or paid, as applicable, within 30 days after Company's receipt of an itemized invoice for such fees, expenses and charges. University reserves the right to require the Company to provide a deposit in advance of incurring out of pocket patent expenses estimated by counsel to exceed $[***]. If Company fails to reimburse patent expenses under this Section 8.2, or provide a requested deposit with respect to a Patent Right, then University shall have the right to, at its discretion and expense, either abandon such applications or patents related to such Patent Right or to continue such preparation, prosecution and/or maintenance activities and, to the extent University has pursued protection of any patent rights associated with such patent action will remain subject to the License, at University’s sole discretion. Any abandonment of patents or applications under Patent Rights by the University shall not affect Company's obligation to pay prior royalties due under this Agreement that were accrued prior to the date of abandonment of patents or applications for such Patent Rights.

assistant: Payments
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: (i) A contribution failure occurs with respect to any U.S. Pension Plan sufficient to give rise to a lien under Section 303(k) of ERISA; (ii) an ERISA Event occurs with respect to a U.S. Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Parent under Title IV of ERISA to the U.S. Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $30,000,000; (iii) the Parent or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $30,000,000; or (iv) the Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any Loan Party unless the aggregate liability of the Loan Parties under all Financial Support Directions and Contributions Notices is less than $30,000,000.

assistant: Erisa