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: a screen or mirror or in an adjacent room, so long as the defendant can hear or see the child’s testimony). Any identification of the defendant made at the deposition is a pretrial out-of-court identification because neither the judge nor the jury is present when the parties take the deposition. An important purpose of a deposition is to allow a defendant to take the testimony of a witness under oath to determine the extent of the witness’s knowledge of the facts of the case. The testing of a witness’s observation of the physical characteristics of the defendant is crucial to the defense dant’s constitutional rights. It is illogical to permit the State to use a rule designed to protect the defendant’s constitutional right of confrontation to create a situation that ha (Iowa 1850) (<HOLDING>). To avoid the likelihood that a tainted Options: A. holding that in light of kelms persistent refusal to accept an appointed attorney to hire his own attorney or to expressly waive his right to an attorney the district courts decision forcing kelm to represent himself was fair and reasonable B. holding courts have inherent power to compel discovery of the states evidence to protect a defendants due process rights C. holding courts have inherent authority to compel compensation for an attorney appointed to represent an indigent defendant D. holding pursuant to courts inherent supervisory power over courts that counsel with concurrent prosecutorial obligations may not be appointed to defend indigent persons E. holding that in deciding whether to request an attorney to represent an indigent plaintiff they should first determine whether the indigents position was likely to be of substance

assistant: The best answer is C. holding courts have inherent authority to compel compensation for an attorney appointed to represent an indigent defendant
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 terminates employment with the Company or a Subsidiary at any time prior to the date upon which some or all of the Award vests in full as set forth in Section 3 hereof, other than because of the Participant’s death, Disability or retirement approved by the Committee, the Participant shall forfeit that portion of the Award that then remains unvested under this Agreement. If all or any portion of the Award made hereunder should be forfeited, the Participant hereby authorizes the Company to take all actions necessary to deduct the forfeited Performance Share Units or Performance Cash Units from the Award and acknowledges that the Participant shall have no claim for such Performance Share Units or Performance Cash Units or for compensation in any form whatsoever, as a result of such forfeiture.

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: The Board may at any time and from time to time and in any respect, amend or modify the Plan; provided, however, that no amendment or modification of the Plan shall be effective without the consent of the Corporation’s shareholders that would (i) change the class of Eligible Persons under the Plan, (ii) increase the number of shares of Common Stock reserved for issuance under the Plan or for certain types of Awards under Section 3.1 hereof, or (iii) allow the grant of SARs or Options at an exercise price below Fair Market Value, or allow the repricing of SARs or Options without shareholder approval. In addition, the Board may seek the approval of any amendment or modification by the Corporation’s shareholders to the extent it deems necessary or advisable in its sole discretion for purposes of compliance with Section 162(m) or section 422 of the Code, the listing requirements of the New York Stock Exchange or for any other purpose. No amendment or modification of the Plan shall materially adversely affect any Award theretofore granted without the consent of the Participant or the permitted transferee of the Award.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term of this Agreement and following termination of employment, for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its subsidiaries or affiliates is a special, valuable, and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment, nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment. All records, files, materials, and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company. The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity other than the Company or disclose any such Confidential Information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).

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: exigent circumstances, that threshold may not reasonably be crossed without a warrant. 445 U.S. at 589-590, 100 S.Ct. at 1382 (alterations in original). The Fourth Amendment does not differentiate among types of “homes.” The term is of course broader than, for example, a single-family house. See Maryland v. Garrison, 480 U.S. 79, 90, 107 S.Ct. 1013, 1019, 94 L.Ed.2d 72 (1987) (Blackmun, J., dissenting) (Fourth Amendment protection applies to an apartment, “the equivalent of a single-family house”), citing Ker v. California, 374 U.S. 23, 42, 83 S.Ct. 1623, 1634-35, 10 L.Ed.2d 726 (1963); McDonald v. United States, 335 U.S. 451, 454-55, 69 S.Ct. 191, 192-93, 93 L.Ed. 153 (1948) (defendant’s room in a “rooming house” treated as a home); Serpas v. Schmidt, 827 F.2d 23, 28 (7th Cir.1987) (<HOLDING>). The principal protection against unnecessary Options: A. holding that contractual conditions printed on cruise ticket were valid even though they were in small type B. holding that vague on schedule and on track statements were immaterial misrepresentations C. holding that ontrack dormitory rooms for racetrack employees were homes under the fourth amendment even though they were small temporary located near stables and accessible to track authorities by master keys D. holding that film negatives and master recordings were tangible personal property even though they were valued in part for their intellectual content because they were also physically useful in the manufacturing process E. holding that the juvenile defendants who voluntarily left their homes in the middle of night to ride to the police department in patrol cars and who were told they were not under arrest were not in custody

assistant: The best answer is C. holding that ontrack dormitory rooms for racetrack employees were homes under the fourth amendment even though they were small temporary located near stables and accessible to track authorities by master keys
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: proportionality is not mandated by the Constitution. See United States v. Layne, 324 F.3d 464, 474 (6th Cir.2003). IV. For the reasons stated, defendant’s convictions and sentences are AFFIRMED. 1 . Defendant had entered a guilty plea, which he successfully moved to withdraw. 2 . Section 924(c) criminalizes two distinct offenses: using or carrying a firearm during and in relation to a drug offense, and possessing a firearm in furtherance of a drug offense. United States v. Combs, 369 F.3d 925, 933 (6th Cir.2004). Only the latter was charged in this case. 3 . The government also argues that proof of a sufficient nexus is further supported by evidence that defendant took a firearm from Coon in partial payment for heroin. United States v. Frederick, 406 F.3d 754, 764 (6th Cir.2005) (<HOLDING>). Defendant points out that, although Coon's Options: A. holding that the placement of a loaded weapon on the drivers seat of a car carrying drug instrumentalities was sufficient evidence of possession in furtherance of a crime B. holding that trading drugs for a gun violates the in furtherance of prong of 924c C. holding that large amount of cocaine packaged in individual baggies was one basis for affirming conviction for possession of a firearm in furtherance of a drug trafficking offense D. holding that in a prosecution for possession of an unregistered firearm evidence of an armed robbery committed with the firearm was admissible E. holding that acquisition of a firearm in exchange for drugs is a sufficient nexus to establish possession in furtherance of the drug sale

assistant: The best answer is E. holding that acquisition of a firearm in exchange for drugs is a sufficient nexus to establish possession in furtherance of the drug sale
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 notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1000 Louisiana Street, Suite 1450, Houston, TX 77002, Attention: Stephen S. Coats or by facsimile at (888) 801-9301, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1 .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( i ) own or have the necessary licenses , rights , consents , and permissions to use and authorise skype to use all copyrights , trade marks , trade secrets , patents and other intellectual property or proprietary rights in and to any and all user submissions in accordance with these terms ; and

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: Clause of the federal Constitution. The trial court dismissed this claim as follows: The Supremacy Clause is not a source of any federal rights. It is a conflict of law provision that declares truth which flows immediately and necessarily from the institutions of a federal government. For this Court to find that there is a private right of action under the Supremacy Clause would substantively change the federal rule established by Congress in the [CSA], and as such, is disapproved. We agree. See Armstrong v. Exceptional Child Ctr., Inc., — U.S. —, 135 S.Ct. 1378, 1383, 191 L.Ed.2d 471 (2015) (stating that the Supremacy Clause “instructs courts what to do when state and federal law clash”); Chapman v. Houston Welfare Rights Org., 441 U.S. 600, 613, 99 S.Ct. 1905, 60 L.Ed.2d 508 (1979) (<HOLDING>); see also Michigan Corrs. Org. v. Michigan Options: A. recognizing that the supremacy clause does not of its own force create rights B. holding in a bankruptcy context that any state legislation which frustrates the full effectiveness of federal law is rendered invalid by the supremacy clause C. holding that municipal ordinance was preempted by frsa and void under supremacy clause D. recognizing that the supremacy clause is not a source of any federal rights E. holding the illinois statute at issue in templeton invalid under the supremacy clause

assistant: The best answer is D. recognizing that the supremacy clause is not a source of any federal 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: If any provision of this note is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this note shall not be affected thereby, and this note shall be liberally construed so as to carry out the intent of the parties to it.

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: All notices and other communications provided for herein to Administrative Agent or to any Debtor shall be effectuated in the manner provided for in the Credit Agreement. Each Debtor appoints Borrower such Debtor's agent, and Borrower shall act as agent for each other Debtor, for receipt of notices and other communications pursuant to the Loan Documents.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by using any amazon service , you agree that the federal arbitration act , applicable federal law , and the laws of the state of washington , without regard to principles of conflict of laws , will govern these conditions of use and any dispute of any sort that might arise between you and amazon .

assistant: Choice of law, Contract by using
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 authorization, approval or consent of, and no filing or registration with, any Governmental Authority or third party is or will be necessary for the execution, delivery or performance by Borrower of this Agreement and the other Loan Documents to which Borrower is or may become a party or the validity or enforceability thereof.

assistant: Approvals
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 execution and delivery of this Agreement by such Covenantor does not, and the performance of this Agreement by such Covenantor will not conflict with, breach, result in any violation of or default (with or without notice or lapse of time, or both) under, create any Lien under, or give rise to a right of termination, cancellation, acceleration, suspension, revocation or amendment under, any provision of (i) its organizational documents, (ii) any agreement or instrument to which such Covenantor is party, (iii) any Order applicable to the Covenantor or by which any of the properties or assets of the Covenantor are bound; or (iv) any applicable Law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: b. Verbal Harassment According to the Complaint, Defendant Ficorotta “spit in [Plaintiff’s] face and called [him] a nigger,” and Defendant Middleton “harassed] ... [and] taunted [him].” (Compl. § II.) Such allegations, even accepted as true, are not “objectively harmful enough to establish a constitutional violation.” McMillian, 503 U.S. at 8, 112 S.Ct. 995 (citation and internal quotation marks omitted). Indeed, courts have consistently held that “the mere allegation of verbal abuse, however repugnant it may be, does not rise to the level of a constitutional violation and is not cognizable under ... § 1983.” Webster v. Fischer, 694 F.Supp.2d 163, 187 (N.D.N.Y.2000), aff'd 398 Fed.Appx. 683 (2d Cir.2010); see also Purcell v. Coughlin, 790 F.2d 263, 265 (2d Cir.1986) (per curiam) (<HOLDING>); Tavares v. City of N.Y., No. 08-CV-3782, 2011 Options: A. holding ifrp does not deprive inmates of constitutional rights to due process B. holding that namecalling without any appreciable injury did not violate an inmates constitutional rights C. holding that prisoners evidentiary burden under ordinary firmness standard was to show that guards references to him as an informant or rat actually risked inciting other inmates against the plaintiff and was not merely harmless namecalling D. holding inmates in segregation unit without charges being filed against them and without informing them of reasons for such confinement violated inmates due process rights E. holding that inmates must demonstrate an actual injury

assistant: The best answer is B. holding that namecalling without any appreciable injury did not violate an inmates 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: Your position will be Chief Financial Officer (CFO), reporting to the Company’s Chief Executive Officer. In addition to performing duties and responsibilities associated with the position of CFO, from time to time the Company may assign you other duties and responsibilities consistent with such position.

assistant: Positions
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 Liability Provisions SBVS argues that Plaintiffs are not entitled to lost rent or diminution in value damages because both of the Agreements contain provisions barring the award of consequential damages. The Court concludes that the enforceability of these provisions turns on disputed facts and, therefore, that summary judgment on this issue is improper. Generally, provisions limiting liability in construction contracts are enforceable under California law so long as the parties negotiated and expressly agreed to the limitations. See Cal. Civ.Code § 2782.5. However, such a provision is unenforceable if it is unconscionable or otherwise contrary to public policy. Markborough California, Inc. v. The Superior Court of Riverside County, 227 Cal.App.3d 705, 715, 277 Cal.Rptr. 919 (1991) (<HOLDING>). Under § 1668 of the California Civil Code, Options: A. holding that plaintiffs who had been served and received responses to interrogatories on personal jurisdiction had had such a fair opportunity B. holding that a plaintiff had no injury in fact and consequently no standing when it had no enforceable contract right against the defendant C. holding contract not unconscionable where parties were of equal bargaining power plaintiff had opportunity to have an attorney review the contract the contract was clear and easily read the plaintiff had been a party to similar contracts in the past and was under no financial pressure to sign the con tract D. holding that the plaintiff had failed to establish procedural unconscionability since he had a reasonable opportunity to consider the agreement and the arbitration clause was clearly set forth in the contract E. holding that limitation of liability clause in construction contract that is not unconscionable or in violation of public policy is valid so long as parties had a fair opportunity to accept reject or modify limitation and affirming summary judgment on basis that plaintiff had presented no evidence that it had had no such opportunity

assistant: The best answer is E. holding that limitation of liability clause in construction contract that is not unconscionable or in violation of public policy is valid so long as parties had a fair opportunity to accept reject or modify limitation and affirming summary judgment on basis that plaintiff had presented no evidence that it had had no such opportunity
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 ammunition charge from the gun charges. II. DISCUSSION A. Sufficiency of the Evidence on the Unregistered Firearm Count Under 26 U.S.C. § 5861(d), it is unlawful for any person to “possess a firearm which is not registered to him in the National Firearms Registration and Transfer Record.” For purposes of this provision, the definition of “firearm” includes a shotgun with a barrel less than eighteen inches in length or with an overall length less than twenty-six inches. 26 U.S.C. § 5845(a). In order to obtain a conviction under § 5861(d), the government must demonstrate that the defendant knew the barrel’s length was less than eighteen inches or the overall length was less than twenty-six inches. See Staples v. United States, 511 U.S. 600, 619, 114 S.Ct. 1793, 128 L.Ed.2d 608 (1994) (<HOLDING>); see also United States v. Michel, 446 F.3d Options: A. holding that the government must prove the defendant knew of the features of the firearm that brought it within the scope of the act B. holding the government must demonstrate the defendant knew of the characteristics of the firearm that required it to be registered C. holding that while the government was required to prove that the defendants phone call crossed a state line the government did not need to prove that the defendant knew of the interstate nexus D. holding that the government did not have to prove that the defendant knew that his acts violated the clean water act but merely that he was aware of the conduct that resulted in the permits violation E. holding that the government was required to prove that the defendant lacked a license to possess a firearm but not that the defendant possessed the firearm for any duration of time

assistant: The best answer is A. holding that the government must prove the defendant knew of the features of the firearm that brought it within the scope of the act
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 dispute or controversy arising under this Agreement, other than as provided in Section 6(c), Section 8(a) and Section 9 hereof, that cannot be mutually resolved by you and the Company shall be settled exclusively by arbitration in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA”), and shall take place at the AAA’s Regional Office in Somerset, New Jersey, unless another location is mutually agreed upon by the parties. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The Company and you hereby agree that the arbitrators shall be empowered to enter an equitable decree mandating specific enforcement of the provisions of this Agreement. The cost of the arbitration shall be borne by the parties in the manner determined by the arbitrators.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither Company nor Executive shall disparage each other to any third party, including internally within Company by general or mass communication, regarding the professional or personal reputation or character of the other, including the disparagement by Executive of any of Company’s Affiliates and any of the Company’s or its Affiliates’ respective officers, trustees, partners, directors, managers, shareholders, employees, attorneys, other agents or representatives. Moreover, Executive shall not disparage or comment unfavorably upon the business properties, policies or prospects of Company or its Affiliates. For purposes of the restriction applicable to Company, the restriction shall only apply to officers of PREIT at or above the level of Senior Vice President, for only so long as each is employed by PREIT, it being understood that Company cannot control statements of other PREIT employees or of any former employee. Notwithstanding the foregoing, nothing in this Section shall be deemed to prohibit Company or Executive from providing truthful testimony in response to any valid subpoena or as otherwise ordered by a court or required applicable law.

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: At any time or from time to time after the Closing, at Buyer’s request and without further consideration, Seller shall: (i) execute any documents necessary to perfect the assignment of any and all IP Rights, (ii) execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation in furtherance of the Asset Purchase; (iii) provide materials and information reasonably requested by Buyer in connection with the Purchased Assets; and (iv) take such other actions, as Buyer may reasonably deem necessary or desirable and reasonably request in order more effectively to transfer, convey and assign to Buyer, to confirm Buyer’s title to, all of the Purchased Assets, to enforce Buyer’s Rights thereunder and, to the full extent permitted by law, to put Buyer in actual possession and operating control of the Purchased Assets and to assist Buyer in exercising all rights with respect thereto. Without limiting the foregoing, the Seller shall: (a) assist in the transfer and answer questions relating to Seller’s records including regulatory filings and clinical data, (b) cooperate in any and all ongoing efforts by Buyer to revive the IP Rights, and (c) cooperate in any efforts to perfect Buyer’s title to and ownership in any of the Purchased Assets.

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: The Servicer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Servicer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions which require such qualification, except to the extent that failure to so qualify would not 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 case excerpt and choose the best holding from the options. Case excerpt: acts. Id. at 963. The Lawson court stated that a "critical distinction” of Pylant from the facts before it in Lawson was that in Pylant, there was "not a factual background of consensual sexual discussion, conduct and relations.” Id. And in Lawson, it was "from that background ... that the issue of [the insured’s] intent ar[ose].” Id. 17 . There is no consensus as the applicable standard, and the Mississippi Supreme Court has not addressed the issue. However, numerous courts have logically concluded that a negligence standard should apply. See Wood v. Hustler Magazine, Inc., 736 F.2d 1084, 1092 (5th Cir.1984) (opining that Texas courts would apply the negligence standard of liability to false light privacy actions by private plaintiffs); Braun v. Flynt, 726 F.2d 245, 249 (5th Cir.1984) (<HOLDING>); West v. Media General Convergence, Inc., 53 Options: A. holding when defamatory statement involved issue of public concern that private individual was required to prove actual malice to recover presumed or punitive damages against media defendant B. holding that defendant who placed private figure in a false light was not entitled to heightened protection of actual malice standard and could instead be found liable on showing of negligence C. holding plaintiff failed to present evidence of actual malice because defendants explanation of the mistaken statement shows negligence but no more than that D. holding under federal law that public figure claiming iied based on defamatory nature of speech must prove actual malice E. holding failure to investigate before publishing is not sufficient to prove actual malice

assistant: The best answer is B. holding that defendant who placed private figure in a false light was not entitled to heightened protection of actual malice standard and could instead be found liable on showing of negligence
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: Newpark and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrowers, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Newpark or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrowers, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

assistant: Intellectual Property
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: allegations in the indictment, which it must accept as true. E.g., United States v. Moore, 563 F.3d 583, 586 (7th Cir.2009). While the indictment should be tested solely by its sufficiency to charge an offense, regardless of the strength or weakness of the government’s case, if the allegations in the indictment are insufficient to state a violation of the governing statute, the court may dismiss. See United States v. Risk, 843 F.2d 1059, 1061 (7th Cir.1988). In the present case, the parties treat the question of whether the government’s allegations are sufficient to support a conviction under § 373 as one of law; neither side argues that further factual development is necessary. Therefore, I may properly determine whether the facts set forth in the indictment state an offense. See id. (<HOLDING>). B. Section 373 and the First Amendment The Options: A. recognizing that where material facts are undisputed the court only decides the application of relevant law B. holding that the district court was entitled to deference in its application of 4b12 of the sentencing guidelines in a case where the underlying facts were undisputed C. holding that an indictment could not be dismissed based on claim that testimony was hearsay and incompetent D. recognizing that an indictment may be dismissed in part E. holding that the district court properly dismissed an indictment where the parties argued the applicability of a statute based on a set of undisputed facts

assistant: The best answer is E. holding that the district court properly dismissed an indictment where the parties argued the applicability of a statute based on a set of undisputed facts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the intent of the Issuer, the Company and the other members of the Apollo Operating Group that the offering of the Series A Preferred Shares by the Issuer is for the benefit of the Company and the other members of the Apollo Operating Group and therefore the fees and expenses (including any underwriter discounts and fees) associated with the offering of the Series A Preferred Shares by the Issuer (the “ Series A Offering Expenses ”) shall be borne by the members of the Apollo Operating Group. In order to implement such intent, (i) the Issuer will be deemed to have contributed the gross proceeds raised in the offering of the Series A Preferred Shares to APO Asset Co., LLC, APO (FC), LLC, APO (FC II), LLC, APO (FC III), LLC, APO UK (FC), LLC and APO Corp. (in exchange for a note in the case of APO Corp.), in accordance with the books and records of such entities, which will in turn contribute the gross proceeds to the Company and the other members of the Apollo Operating Group in exchange for Series A Preferred Mirror Units issued by the Company and the other members of the Apollo Operating Group, and (ii) the Company and the other members of the Apollo Operating Group will be deemed to have paid the Series A Offering Expenses, pro rata based on the relative amount of gross proceeds each member of the Apollo Operating Group is deemed to have received.

assistant: Expenses
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 — the injury has to be fairly ... trace[able] to the challenged action of the defendants and not ... th[e] result [of] the independent action of some third party not before the court.... Third, it must be likely, as opposed to merely speculative, that the injury will be redressed by a favorable decision.” Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992) (internal quotation and citation omitted). In regard to these requirements, the Supreme Court has determined in a number of environmental suits that harm to aesthetic interests is a valid basis to constitute an injury in fact, although it has yet to address the issue in the context of RCRA litigation. See Sierra Club v. Morton, 405 U.S. 727, 734, 92 S.Ct. 1361, 31 L.Ed.2d 636 (1972) (<HOLDING>); Friends of the Earth, Inc. v. Laidlaw Envtl. Options: A. holding eis inadequate where forest service failed to consider environmental impact of fuel break maintenance B. holding under basic principles of property law that easement rights are subject to regulation by the forest service as the owner of the servient estate C. recognizing that the forest service supervisor had authority to issue orders pursuant to 36 cfr 26150 D. holding in suit under the administrative procedure act challenging us forest service approval of forest development plan that injury to aesthetic conservational or recreational interests is sufficient to confer standing E. holding that the forest service did not act arbitrarily and capriciously by failing to verify its model with ontheground data

assistant: The best answer is D. holding in suit under the administrative procedure act challenging us forest service approval of forest development plan that injury to aesthetic conservational or recreational interests is sufficient to confer standing
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: Without limiting the Obligations of Borrower hereunder, each Lender agrees to indemnify Administrative Agent, ratably in accordance with its Proportionate Share for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against Administrative Agent in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided , however , that no Lender shall be liable for any of the foregoing to the extent they arise from Administrative Agent’s gross negligence or willful misconduct. Administrative Agent shall be fully justified in refusing to take or to continue to take any action hereunder or under any other Credit Facility Document unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limitation of the foregoing, each Lender agrees to reimburse Administrative Agent promptly upon demand for its Proportionate Share of any out-of-pocket expenses (including counsel fees) incurred by Administrative Agent in connection with the preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Credit Facility Documents, to the extent that Administrative Agent is not reimbursed for such expenses by Borrower. Notwithstanding the foregoing, Administrative Agent shall not be entitled to indemnification or reimbursement of its expenses under this Section 7.5 if it would not be entitled to indemnification or reimbursement under Sections 5.12 and 8.4, respectively.

assistant: Indemnifications
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 obligation of Sponsor to fund the Commitments will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time the obligation shall be discharged), (b) the termination of the Share Purchase Agreement in accordance with its terms and (c) Seller or any of its Affiliates or Representatives asserting any claim against Sponsor in connection with the Share Purchase Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to a breach or seeking to prevent a breach of the FNF Information Letter Agreement or the Confidentiality Agreement, any claim under the Limited Guaranty of Sponsor, dated as of the date hereof, in favor of Seller, whereby Sponsor has guaranteed certain obligations of CF Corp and Buyer under the Share Purchase Agreement or any claim by Seller seeking an injunction or other specific performance (i) against CF Corp or Buyer under the Share Purchase Agreement, (ii) against Sponsor under this Letter Agreement as contemplated by Section 2 hereof, (iii) against BilCar, LLC under the Forward Purchase Agreement among CF Corp, BilCar, LLC and CF Capital Growth, LLC or (iv) against Sponsor under the Equity Commitment Letter among Blackstone Fund, Sponsor and CF Corp). For the avoidance of doubt, nothing in this Letter Agreement shall be deemed to limit the ability of Seller to bring claims against CF Corp or Buyer under the Share Purchase Agreement (and the obligations of Sponsor to fund the Commitment will not terminate as a result of any such claim).

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 legal provision and list the applicable contract clause categories. Provision: The parties agree that money damages would not be a sufficient remedy for any breach of the confidentiality and non-disclosure and non-disparagement provisions herein, and that the non-breaching party in such case will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach, and alleged breaching party further agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. Such remedy will not be deemed to be the exclusive remedy for non-breaching party, but will be in additional to all other remedies available to that party at law or in equity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: speculative at the time Coleridge acquired Greystone, Defendants did not assume a known risk of control group liability at that time. The Fund’s argument, thus, becomes nothing more than an assertion of personal jurisdiction based solely on corporate affiliation or stock ownership. That assertion is not sufficient to show minimum contacts even under the ruling in Asahi Tec. This leaves the Fund with no legal authority for the proposition that the acquisition of a company that participates in a multiemployer pension plan is, by itself, sufficient to establish personal jurisdiction over the acquiring company and no reasoned argument to support the notion that such a rule would comport with due process. See Shaffer v. Heitner, 433 U.S. 186, 213-16, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977) (<HOLDING>). To the contrary, the Seventh Circuit and Options: A. holding that due process requires a hearing appropriate to the nature of the case B. holding that a property interest sufficient to support a due process claim requires a binding assurance and not a mere unilateral expectation C. holding that mere negligence does not implicate the right to due process D. holding due process requires that jurisdiction be based on more than a mere ownership interest in an entity located in the forum E. holding that due process requires exclusionary rule to be applied in state trials

assistant: The best answer is D. holding due process requires that jurisdiction be based on more than a mere ownership interest in an entity located in the forum
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: by the benefits allegedly due under the plan, the hospital’s claim related to an ERISA plan. The court reasoned that the potential benefits merely set a benchmark and removed much speculation from the damage calculation. The court also concluded that the quantum of damages was unrelated to the right to benefits under the plan, and that a one-time recovery against the plan would have little effect on the continuing administration of the plan. See id. The Memorial court concluded that preemption of the hospital’s negligent misrepresentation claim would not further Congress’s goal of protecting the interests of participants and beneficiaries. See id. ERISA itself does not provide a remedy to third-party providers for misrepresentation. See id. at 248. But see Hermann I, 845 F.2d at 1290 (<HOLDING>). While the court acknowledged three previous Options: A. holding that erisa permits suits to recover benefits only against the plan as an entity and thus the beneficiary had erred by suing her exhusbands employer and plan administrator when proper party would have been the benefits plan itself B. holding that a payment is under the plan when the debt is provided for in the plan C. holding that a plaintiff who had asserted no claim against a thirdparty defendant lacked standing to complain of the courts action with regard to the thirdparty defendant D. holding that a thirdparty providers claim against insurer for promissory estoppel was not preempted by erisa because the thirdparty provider was not bound by the terms of the erisa plan E. holding that thirdparty care providers have derivative standing as assignees to force payment of benefits from a plan

assistant: The best answer is E. holding that thirdparty care providers have derivative standing as assignees to force payment of benefits from a plan