flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic means shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic means also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claims that Mattaliano, as Chief of the Milton Police Department, was responsible for continuing a “scheme of harassment” of Cullen initiated by Mattaliano’s predecessor, and that Mattaliano had “knowledge of,” “approved of,” and “had the power to prevent” this alleged scheme. However, Cullen has produced no factual evidence to support his allegations. Instead, in opposing Mattaliano’s claim of qualified immunity, Cullen relies primarily on the conclusory allegations stated in his complaint. What factual discrepancies he does point out in the record, however, are not material to Mattaliano’s claim of qualified immunity and cannot be considered by this Court when reviewing a summary judgment motion on the grounds of quali fied immunity. See Floyd v. Farrell, 765 F.2d 1, 6 (1st Cir.1985) (<HOLDING>). No factual evidence whatsoever has been Options: A. holding that it was error for the district court to overrule appellants motion for summary judgment without reference to the qualified immunity defense B. holding that an interlocutory appeal lies from a denial of summary judgment on a qualified immunity claim C. holding that factual disputes will result in denial of summary judgment only when they pertain to the qualified immunity defense D. holding that defendants claiming qualified immunity to 1983 action were entitled to summary judgment where factual disputes were not material E. recognizing that the denial of qualified immunity at the dismissal stage does not preclude a renewal of that defense at summary judgment after further factual development has occurred

assistant: The best answer is C. holding that factual disputes will result in denial of summary judgment only when they pertain to the qualified immunity defense
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 one or more provisions of this Agreement are determined to be invalid or unenforceable for any reason, the remainder of the Agreement shall remain in full force and effect. Copies of this Agreement are as valid as the original.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you decide to cancel your account , oculus reserves the right , subject to any limitations under applicable laws , to collect fees , surcharges or costs incurred before cancellation .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( iv ) post , display , or transmit content ( including any communication ( s ) with employees of linden lab ) that is harmful , threatening or harassing , defamatory , libelous , false , inaccurate , misleading , or invades another person 's privacy ;

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: circumstances of each case. Dominguez, 149 F.R.D. at 168; Goldwater, 136 F.R.D. at 340. 1. Witness’ Area of Expertise, Education, and Training. Although it is uneontroverted that Dr. Golnick is a physician who specializes in neurology, the record is devoid of evidence that Dr. Golnick is a preeminent expert in his field or that he possesses knowledge or training unique from other neurologists. Even if the record did reflect that Dr. Golnick possessed unique expertise or training in the field of neurology, courts have been slow to award exorbitant fees based on an expert’s special abilities. See Anthony, 106 F.R.D. at 464 (denying fee request of $420.00 per hour by physician who was “one of only a handful of physicians” with expertise to testify on subject); Dominguez, 149 F.R.D. at 168 (<HOLDING>); cf. Grendel’s Den, Inc. v. Larkin, 749 F.2d Options: A. holding physician employed by public medical school and removed as director of transplant program was not deprived of property interest when his salary was not decreased B. holding injured employee who asked his employer for medical assistance and employer refused and employee then went to physician of his own choice employee could recover medical benefits C. holding that physician who specialized in taste and smell taught medical school classes and conducted research in his area of expertise was not entitled to earn premium fee D. holding physician entitled to recover attorneys fees actually paid by malpractice insurer because physician was personally liable in the first instance E. holding physician in action based on illegal cavity search to standard of a reasonable physician

assistant: The best answer is C. holding that physician who specialized in taste and smell taught medical school classes and conducted research in his area of expertise was not entitled to earn premium fee
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 specifically provided in this Amendment, the Phantom Unit Agreements will remain in full force and effect and is hereby ratified and confirmed in all respects. To the extent a conflict arises between the terms of the Phantom Unit Agreements and this Amendment, the terms of this Amendment shall prevail.

assistant: Construction
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: None of the CRZO Entities is currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or other relevant sanctions authority (collectively, “ Sanctions ”); nor is any CRZO Entity located, organized or resident in a country or territory that is the subject of Sanctions; and the CRZO Entities will not directly or indirectly use the proceeds of the sale of the Purchased Shares and the Warrants, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund or facilitate any activities of or business with any Person, or in any country or territory, that, at the time of such funding or facilitation, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

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 legal provision and list the applicable contract clause categories. Provision: Such party, if an entity, has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Such party, if an individual, has the legal capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

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: that the Court of Federal Claims does not have jurisdiction over claims ‘sounding in tort.” ’); Edelmann v. United States, 76 Fed.Cl. 376, 379-80 (2007) (“This Court ‘does not have jurisdiction over claims that defendant engaged in negligent, fraudulent, or other wrongful conduct when discharging its official duties’ ... [and] Plaintiffs’ claims of fraud, misrepresentation, slander, perjury, harassment, intimidation, coercion, theft, and defamation, and their claims that the Government deprived Ms. Edelmann of her right to a fair trial, are tort claims.” (quoting Cottrell v. United States, 42 Fed.Cl. 144, 149 (1998)); McCullough v. United States, 76 Fed.C tates, 88 Fed.Cl. 759, 762, appeal dismissed, 375 Fed.Appx. 4 (Fed.Cir.2009); Hufford v. United States, 87 Fed.Cl, 696, 702 (2009) (<HOLDING>); Matthews v. United States, 72 Fed.Cl. 274, Options: A. holding that the federal district courts dismissal of the plaintiffs federal claims deprived the court of its jurisdiction over the remaining state law claims arising from the same incident B. holding that because it fell within the exclusive jurisdiction of the united states court of international trade the united states court of federal claims lacked jurisdiction over a matter that was protested or protestable C. holding that claims arising under the sixth amendment fall outside the jurisdiction of the court of federal claims D. holding that the united states court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute E. holding that the united states court of federal claims lacks jurisdiction over claims sounding in tort including fraud

assistant: The best answer is D. holding that the united states court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute
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: Waiver by any Lender or Administrative Agent of any term, covenant or condition under this Agreement or the Loan Documents, or of any default by Borrower under this Agreement or the Loan Documents, or any failure by any Lender or Administrative Agent to insist upon strict performance by Borrower of any term, covenant or condition contained in this Agreement or the Loan Documents, shall be effective or binding on such Lender or Administrative Agent only if made in writing by such Lender or Administrative Agent; no such wavier shall be implied from any omission by any Lender or Administrative Agent to take action with respect to any such term, covenant, condition or default. No express written waiver by any Lender or Administrative Agent of any term, covenant, condition or default shall affect any other term, covenant, condition or default or cover any other time period than the application of any such term, covenant or condition to the matter as to which a waiver has been given or the default or time period specified in such express waiver. This Agreement may be amended only by an instrument in writing signed by the parties to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In order to induce Lender to execute and deliver this Amendment, each of the Borrowers and the Guarantor hereby represent to Lender that as of the date hereof, (i) each of the Borrowers and the Guarantor are in full compliance with all of the terms and conditions of the Facility Documents and remains bound by the terms thereof, and (ii) no default or event of default has occurred and is continuing under the Facility Documents .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you may not use the service ( i ) if you have been terminated from the service by linden lab ( including , for avoidance of doubt , if any account of yours has been terminated ) ; or ( ii ) at any time if you are a person barred from receiving the service under applicable law .

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: Other than as set forth in the 8-K Filing, the Company confirms that neither it nor any other Person acting on its behalf has provided the Buyer or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that the Buyer will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyer regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Other than as set forth in the 8-K Filing, no event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges and agrees that Buyer makes no representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: have not hesitated to consider post-complaint developments as required in some circumstances, though some have expressed doubt that the time-of-filing rule uniformly governs subject matter jurisdiction in federal question cases. See, e.g., Iowa Tribe of Kan. & Neb. v. Salazar, 607 F.3d 1225, 1236-37 (10th Cir.2010) (finding no subject matter jurisdiction where the Interior Department, post-complaint, took certain land into trust for an Indian tribe’s benefit, an action for which Congress had expressly not waived sovereign immunity); ConnectU LLC v. Zuckerberg, 522 F.3d 82, 93 (1st Cir.2008) (declining to limit jurisdictional analysis to the initial complaint, where amended complaint set forth a proper jurisdictional basis); Nilssen v. Motorola, Inc., 203 F.3d 782, 784-85 (Fed.Cir.2000) (<HOLDING>); New Rock Asset Partners, L.P. v. Preferred Options: A. holding that the district court was not divested of subject matter jurisdiction upon the dismissal of the plaintiffs federal claims B. holding that district court correctly determined that it had been divested of jurisdiction to hear defendants counterclaims for invalidity and unenforceability when plaintiff had voluntarily dismissed its infringement claims without prejudice before trial C. holding that there was no federal subject matter jurisdiction under the private cause of action provision of the act D. holding that the circuit courts order concluding that it was without jurisdiction to entertain a complaint because the case had been dismissed without prejudice constituted a final order because all other claims either had been refiled or dismissed with prejudice E. holding subject matter jurisdiction divested because federal cause of action had been dismissed without prejudice

assistant: The best answer is E. holding subject matter jurisdiction divested because federal cause of action had been dismissed without prejudice
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: sale, to cover consummated sales, pursuant to purchases, as collateral security, or for purposes of effecting transfer. The term ‘customer’ includes any person who has a claim against the debtor arising out of sales or conversions of such securities, and any person who has deposited cash with the debtor for the purpose of purchasing securities.... SIPA § 78lll(2) (as amended through Dec. 12, 2006). Courts in this Circuit have construed the definition of a “customer” under SIPA in a narrow manner. See Stafford v. Giddens (In re New Times Sec. Servs.), 463 F.3d 125, 127 (2d Cir.2006) (“Judicial interpretations of customer status support a narrow interpretation of the SIPA’s provisions.”) (internal quotations and citations omitted); In re Omni Mut., Inc., 193 B.R. 678, 680 (S.D.N.Y.1996) (<HOLDING>); In re Klein, Maus & Shire, Inc., 301 B.R. Options: A. holding that the definition of customer under sipa should be construed narrowly B. holding that the 2410 waiver must be narrowly construed to comport precisely with congressional intent C. holding that personal injury exception should be construed narrowly so as not to include torts without physical injury D. holding that general categorical release clauses are narrowly construed E. holding that 1 narrowly construed did not exclude employment contract of television news reporter

assistant: The best answer is A. holding that the definition of customer under sipa should be construed narrowly
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company is duly organized, validly existing and in good standing under the laws of the state of their respective organization and are duly qualified and in good standing or has applied for qualification as a foreign corporation authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

assistant: Organizations
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 Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales, of any of the Company’s securities from the date hereof until the later of (x) 5 month anniversary of the date hereof and (y) the date that the Notes are no longer outstanding (provided that this provision shall not prohibit any sales made where a corresponding Notice of Conversion or Notice of Exercise is tendered to the Company and the shares received upon such conversion or exercise are used to close out such sale) (a “ Prohibited Short Sale ”). Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: officials and citizens before decisions are made and before actions are taken ... public scrutiny [is] essential to implementing NEPA. 40 C.F.R. § 1500.1(b). They go on to state that federal agencies shall to the fullest extent possible ... [e]ncourage and facilitate public involvement in decisions which affect the quality of the hum Supp. 1546, 1548 (D.Or.1991) (finding likelihood of success on the merits and granting temporary restraining order based on finding that agency appeared to have made “no effort to make public the environmental assessment ... in which the [agency] concluded that there would be no significant environmental impact as a result of the ... project.”); Friends of Walker Creek Wetlands, Inc. v. Bureau of Land Mgmt., 19 Envtl. L. Rep. 20852, 20852 (D.Or.1988) (<HOLDING>). Defendants simply respond that plaintiffs Options: A. holding five day public comment period on a portion of an ea insufficient remanding for further public comment B. holding that significant involvement of government agency charged with protecting public environmental interest satisfies public participation requirement in certain circumstances C. holding that the agency failed to provide for any public participation in the ea process and ordering 45 day period for public comment on ea D. holding that an ea did not need to assess the effects of correcting an error in the applicable forest plan because the purpose of an ea is to provide information for determining whether prospective projects may have significant environmental impacts E. holding that public meeting did not satisfy public participation requirement because public did not receive adequate notice

assistant: The best answer is C. holding that the agency failed to provide for any public participation in the ea process and ordering 45 day period for public comment on ea
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: status as private homeowners rather than professional engineers or contractors, and the Preston court expressly limited its holding to that scenario. See id. at 487 n. 10 (“Our holding here relates only to the liability of ‘do-it-yourself home imp No. 2-04-24, 2005 WL 405719, at W.2d 415, 422 (Tex.App.-Austin 1995, no writ) (reversing summary judgment on negligence claim against engineering firm for design work except as barred by economic loss rule); McKinney v. Meador, 695 S.W.2d 812, 814-15 (TexApp.-Tyler 1985, writ ref'd n.r.e.) (affirming judgment against engineers and contractors based on negligent design and construction of airport runway); Hyatt Cheek Builders-Eng’rs Co. v. Bd. of Regents of Univ. of Tex. Sys., 607 S.W.2d 258, 264 (Tex.Civ.App.-Texarkana 1980, writ dism’d) (<HOLDING>). 1. Wyckoff v. George C. Fuller Contracting Options: A. recognizing negligent procurement to be a negligence cause of action B. holding that general negligence question properly submitted issue of contractors negligent installation of water pipe C. holding the issue of negligence was properly submitted to the jury and its finding of negligence was a reasonable inference because decedent had known suicidal tendencies and committed suicide while a patient at a psychiatric hospital D. holding that the disputed issue with respect to the state law bar was properly submitted to the jury E. holding that claims of improper maintenance and installation are governed by negligence law not the njpla

assistant: The best answer is B. holding that general negligence question properly submitted issue of contractors negligent installation of water pipe
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: The court said “yes.” Mr. Prieto chose not to testify. Neither the prosecutor nor Mr. Prieto objected to the advisement. In fact, Mr. Prieto’s lawyer thanked the court “very much” for giving the “Curtis advisement,” although he thought it unnecessary. Id. at 511. A Curtis advisement refers to a Colorado Supreme Court case of the same name, People v. Curtis, 681 P.2d 504, 514 (Colo.1984), which explains what “procedural safeguards are ne nd of the road for an argument for reversal not first presented to the district court.” Id. (internal quotation marks omitted). Conclusion The judgment of the district court is affirmed. We deny Mr. Prieto’s pro se motion to supplement the opening brief with additional issues. See United States v. McDermott, 64 F.3d 1448, 1450 n. 1 (10th Cir.1995) (<HOLDING>). * After examining the briefs and appellate Options: A. holding that issues not raised before the trial court cannot be raised on appeal B. holding that issues not raised in the trial court may not be raised later on appeal C. recognizing that appellate courts consistently refuse to address issues that are raised for the first time on appeal D. holding that this courts policy is to address on direct appeal only those issues raised by counsel E. holding that this court need not address the merits of an argument raised for the first time on appeal

assistant: The best answer is D. holding that this courts policy is to address on direct appeal only those issues raised by counsel
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 the Participant receives any amount in excess of what the Participant should have received with respect to the Restricted Shares by reason of a financial restatement, mistake in calculations or other administrative error, in each case, as determined by the Company’s auditors, then the Participant shall be required to repay any such excess amount to the Company upon 30 days prior written demand by the Committee. To the extent required by applicable law (including without limitation Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act), the Restricted Shares shall be subject to any required clawback, forfeiture or similar requirement.

assistant: Forfeitures
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: None of the Borrowers or any Restricted Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted by Section 7.03 , (b) any Capital Lease Obligations and Synthetic Lease Obligations arising in connection therewith are permitted by Section 7.01 and (c) any Liens arising in connection therewith (including Liens deemed to arise in connection with any such Capital Lease Obligations and Synthetic Lease Obligations) are permitted by Section 7.02 .

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: Each Party (i) hereby agrees to instruct the applicable Parties and TMM Holdings, as applicable, to reflect the foregoing transfers on the books and records thereof and (ii) shall execute, deliver, file and record, or cause to be executed, delivered, filed and recorded, such further agreements, instruments and other documents, and take, or cause to be taken, such further actions, as any other Party may reasonably request as being necessary or desirable to effect or evidence the transactions contemplated by this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement, the Merger Agreement, the Distribution Agreement and the other Ancillary Agreements, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, shall together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Effective Date, neither the Confidential Information Memorandum nor any of the other reports, financial statements, certificates or other written information furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent, the Arrangers or any Lender in connection with the negotiation of this Agreement or any other Loan Document, when taken as a whole (it being understood that each individual SEC filing shall speak only as of its date), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to forecasts or projected financial information, the Company and each Borrowing Subsidiary represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made and at the time so furnished and, if furnished prior to the Effective Date, as of the Effective Date (it being understood that such forecasts and projections may vary from actual results and that such variances may be material).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas. Unless any injunctive or equitable relief sought requires filing elsewhere, the Parties agree to submit all disputes arising out of or relating to this Agreement to the exclusive jurisdiction of the state and federal courts, as appropriate, in Harris County, Texas. Mr. Hawk hereby expressly consents to the jurisdiction of the foregoing courts for such purposes and waives any challenges to the jurisdiction of the foregoing courts. The Parties waive all rights to a jury trial for any claims between them under this Agreement or otherwise. The Parties consent to trial by the judge.

assistant: Waiver Of Jury Trials
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: “specific injury.” It is, in other words, very different from a harmless error inquiry. It looks, rather, to whether the actions of the court and the effect that they had on the conduct of the trial deprived the defendant— whether otherwise innocent or guilty— of the protections conferred by the Sixth Amendment. Peterson, 85 F.3d at 42. A number of our sister circuits have adopted this same reasoning. See, e.g., United States v. Perry, 479 F.3d 885, 890 (D.C.Cir.2007) (applying Peterson’s “triviality standard”); United States v. Ivester, 316 F.3d 955, 959-60 (9th Cir.2003) (applying the “widely-accepted Peterson test”); Braun v. Powell, 227 F.3d 908, 918-19 (7th Cir.2000) (adopting Peterson’s “triviality standard”); see also United States v. Greene, 431 Fed.Appx. 191, 195 (3d Cir.2011) (<HOLDING>). We have repeatedly emphasized, however, the Options: A. holding that almendareztorres remains good law after apprendi B. holding that such provisions are valid C. holding that almendareztorres remains the law after apprendi D. holding university owed no duty to family members of a decedent who donated his remains to dispose of the remains in a particular manner E. holding that petersons triviality analysis remains valid after presley

assistant: The best answer is E. holding that petersons triviality analysis remains valid after presley
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 Restrictive Covenants shall survive the termination or expiration of this Agreement, and in the event any of the Restrictive Covenants shall be held by any court to be effective in any particular area or jurisdiction only if said Restrictive Covenant is modified to be limited in its duration or scope, then, at the sole option of the Company, the provisions of Section 3.12 may be deemed to have been triggered, and the rights, liabilities and obligations set forth therein shall apply. In the event Company does not elect to trigger application of Section 3.12, then the court shall have such authority to so reform the covenants and the parties hereto shall consider such covenants and/or other provisions of this Section 3 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. Should any court hold that the covenants in this Section 3 are void and otherwise unenforceable in a particular area or jurisdiction, then notwithstanding the foregoing provisions of this Section 3.13, the provisions of Section 3.12 shall be applicable and the rights, liabilities and obligations of the parties set forth therein shall apply. Alternatively, at the sole option of the Company, the Company may consider such covenants to be amended and modified so as to eliminate therefrom the particular area or jurisdictions as to which such covenants are so held void or otherwise unenforceable and, as to all other areas and jurisdictions covered herein, the covenants contained herein shall remain in full force and effect as originally written.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If this request relates to the conversion of any portion of the loan into, or continuation of any portion of the Loan as, a LIBOR Rate Loan, the undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies that the Credit Parties are in compliance with all covenants under the Loan Documents and no Default or Event of Default has occurred and is continuing.

assistant: No Defaults
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: (2) Core proceedings include, but are not limited to... (F) proceedings to determine, avoid, or recover preferences;” 28 U.S.C. § 157. The United States Bankruptcy Court for the Southern District of New York stated that an avoidance proceeding to recover assets of a debtor is within the bankruptcy courts' core jurisdiction. Official Comm. Of Unsecured Creditors v. Transpacific Corp., Ltd. (In re Commodore Int’l, Ltd.), 242 B.R. 243, 261 (Bankr.S.D.N.Y.1999). See also, Braunstein v. Branch Group, Inc. (In re Mass. Gas & Elec. Light Supply Co., Inc.), 200 B.R. 471, 472 (Bankr.D.Mass.1996) (finding that an action under Section 549(a) for avoidance of a set-off as an unauthorized post-petition transfer to be core); N. Parent, Inc. v. Cotter & Co. (In re N. Parent, Inc.), 221 B.R. 609, 628 (<HOLDING>). 15 . The United States Court of Appeals for Options: A. holding an action for postpetition breach of an agreement to purchase property to be a core proceeding B. holding that a proceeding under section 547 is a core proceeding C. holding that an adversary proceeding is a core proceeding under 28 usc 157b2 even though the laundry list of core proceedings under 157b2 does not specifically name this particular circumstance D. holding that a lawsuit by a third party creditor against the estate is a core proceeding E. holding that a workers compensation proceeding is a legal proceeding

assistant: The best answer is B. holding that a proceeding under section 547 is a core proceeding
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: opt-out of agreement to arbitrate : you can decline this agreement to arbitrate by contacting legal@fitbit.com within 30 days of first accepting these terms of service and stating that you ( include your first and last name ) decline this arbitration agreement .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: how (absent the submission of false prices) the energy company manipulated — that is, corrupted rather than just affected — the price index, is also inapposite. It does not rebut the Commission’s argument that the Commission must, to carry its case against the energy company, demonstrate the latter’s ability to influence the natural gas prices through submission to Inside FERC. McGraw-Hill’s argument is, furthermore, confused because it appears to assert that the Commission must first establish how the trades, manipulated (corrupted) prices before demonstrating how the trades affected prices at all through their publication in Inside FERC. Sequential submission of proof of the elements of a violation is not, however, a condition of establishing the need for information. See id. (<HOLDING>). The court notes that this conclusion accords Options: A. recognizing a qualified privilege for confidential sources in a libel suit B. recognizing a libel plaintiffs need for documents to prove both falseness of statements and malice C. holding that when a plaintiff attaches documents to her complaint containing statements by the defendant that conflict with the plaintiffs allegations the plaintiff is not required to adopt every word in the documents as true D. holding an agency need not demonstrate that all responsive documents were found and that no other relevant documents could possibly exist E. holding that producing party need only make requested documents available for inspection and need not pay for copying costs

assistant: The best answer is B. recognizing a libel plaintiffs need for documents to prove both falseness of statements and malice
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: gives the trial court wide discretion in determining the suitability of commitment of the child to the Department.” J.B.S. v. State, 90 So.3d 961, 967 (Fla. 1st DCA 2012). And here, the Department recommended probation, which is not a commitment level. B.K.A. v. State, 122 So.3d 928, 930 (Fla. 1st DCA 2013) (“Probation is not a restrictiveness level because it is a limitation on the freedom of the child ‘in lieu of commitment to the custody of the department.’ § 985.03(44), Fla. Stat.”) (emphasis in original). Thus, by declining to comply with the trial court’s request to recommend a commitment level, the Department waived its right to object to any commitment level imposed by the trial court. Cf. Panzer Law, P.A. v. Palm Beach Cty. Sch. Dist., 150 So.3d 823, 825-26 (Fla. 1st DCA 2014) (<HOLDING>). The Department’s failure to recommend a Options: A. holding that if an applicant fails to meet the standard for asylum he a fortiori fails to meet the requirements for withholding of removal and relief under the cat B. holding that a complaint that fails to meet the pleading requirements does not invoke the statutory waiver of sovereign immunity C. holding where party fails to challenge specificity of pleading it waives right to claim that pleading fails to meet legal requirements D. holding that courts look to substance of plea for relief to determine nature of pleading not merely title of pleading E. holding that a plaintiff cannot amend the complaint in a memorandum in opposition to a motion to dismiss because such amendment fails to satisfy utahs pleading requirements citations omitted

assistant: The best answer is C. holding where party fails to challenge specificity of pleading it waives right to claim that pleading fails to meet legal requirements
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: the expiration date of the batch.” 21 C.F.R. § 211.180(a). These records “shall be readily available for authorized inspection” by the FDA at any time. 21 C.F.R. § 211.180(c). We think that the requirement to maintain records for FDA inspection satisfies the requirement that the uses be reasonably related to the development and submission of information to the FDA. It is not disputed by the parties that these records are produced in order to develop and submit to the FDA proof that the Amphastar products comply with a Federal law. The fact that the FDA does not in most cases actually inspect the records does not change the fact that they are for the “development and submission of information under a Federal law.” 35 U.S.C. § 271(e)(1); cf. Merck KGaA, 545 U.S. at 207, 125 S.Ct. 2372 (<HOLDING>). Thus, we consider this information Options: A. holding that class ii medical devices which are not subject to a rigorous premarket approval process and thus cannot receive patent term extensions are nonetheless covered by the safe harbor B. holding that uses which are not ultimately included in a submission to the fda are nonetheless exempted by the safe harbor C. holding that arguments which are not sufficiently developed are waived D. holding that sanctions under rule 11 are unavailable unless the motion for sanctions is served on the opposing party for the full twentyone day safe harbor period before it is filed with or presented to the court E. holding that rules which are genuinely responsive to safety concerns are exempted from preemption

assistant: The best answer is B. holding that uses which are not ultimately included in a submission to the fda are nonetheless exempted by the safe harbor
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: body is not better situated to decide a constitutional issue and that an adversarial process such as this one is best developed in the circuit court. The problem with the Estate’s position is twofold. First, the Estate’s argument isolates the constitutional question and does not take into consideration that the tort claim, the genesis for its entire complaint, is one that falls within the exclusive province of the Commission. The Estate does not even challenge that the administrative body is best equipped for handling the claim stemming from Mauldin’s death. And, second, as CFS and Freeney point out, in sorder to challenge the constitutionality of the Act, the Estate must demonstrate that the Act applies to it. See Ark. Tobacco Control Bd. v. Sitton, 357 Ark. 357, 166 S.W.3d 550 (2004) (<HOLDING>). This court has held that the Commission has Options: A. holding that a litigant is not required to perform useless acts B. holding that a litigant must support an argument with legal authority C. holding a pro per litigant to the same standard as an attorney D. holding that a litigant has standing to challenge the constitutionality of a statute if the law is unconstitutional as applied to that particular litigant E. holding that it is error to deny a jury trial once a litigant has properly requested same

assistant: The best answer is D. holding that a litigant has standing to challenge the constitutionality of a statute if the law is unconstitutional as applied to that particular litigant