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: also id. at 41 (“Adoption of the Third Restatement’s single, unitary defect standard is needed to eliminate the current doctrinal confusion, and to create a system where juries receive adequate instructions and are not confused by redundant theories of liability.”). Appellee, on the other hand, contends that, particularly given the long-standing tenure of Azzarello, any modifications constitute policy making which is more properly left to the Legislature. Accord Program Admin. Servs., Inc. v. Dauphin County Gen. Auth., 593 Pa. 184, 192, 928 A.2d 1013, 1017-18 (2007) (“[I]t is the Legislature’s chief function to set public policy and the courts’ role to enforce that policy, subject to constitutional limitations.”); Naylor v. Township of Hellam, 565 Pa. 397, 408, 773 A.2d 770, 777 (2001) (<HOLDING>). On the merits concerning whether to adopt the Options: A. recognizing the general assemblys superior ability to examine social policy issues and to establish appropriate substantive legal standards B. recognizing standards to determine discrimination are the same under the ra and the ada C. recognizing courts obligation to examine the circumstances as they existed at the time the original order was entered D. holding where no further factual development is necessary to further illuminate the legal issues presented ripeness concerns are not implicated E. recognizing the legislatures superior ability to examine social policy issues and determine legal standards so as to balance competing concerns

assistant: The best answer is E. recognizing the legislatures superior ability to examine social policy issues and determine legal standards so as to balance competing concerns
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party’s Confidential Information whether in tangible form or otherwise, such as electronic mail or computer files. 5.2. Clause 5.1 of this Agreement shall not apply to: a) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or b) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law. 5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement.

assistant: No
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 HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE COMPANY AND HOLDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE COMPANY AND HOLDER WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

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 legal provision and list the applicable contract clause categories. Provision: The initial term of this Agreement (the “ Initial Term ”) shall be for a period beginning on the Effective Date and ending on the three-year anniversary of the Effective Date. On the three-year anniversary of the Effective Date and each successive anniversary of the Effective Date, the term of this Agreement shall automatically be extended for an additional one-year period (“ Extension Terms ” and, collectively with the Initial Term, the “ Term ”) unless the Company gives Executive a written notice of non-extension no later than ninety (90) days prior to the then-applicable anniversary of the Effective Date. Upon the occurrence of a Change in Control during the Term, the Term shall automatically be extended until the two-year anniversary of the date on which the Change in Control occurs, provided that if Executive incurs a Qualifying Termination during the Term of this Agreement, the Term shall be further automatically extended for such additional period as necessary to provide that each party’s rights and obligations are fully satisfied hereunder.

assistant: Terms
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: it because I want you to know.' When he was little, his family was very poor and they moved around a lot.... He had no control over that. That was something that happened and here after we bury him, he is still moved out of his control [sic]. And that’s been very difficult. We had to go make a decision to exhume, to find dad if he was there [sic] and that was hard. We didn’t want to go through that again. Esthe 002) (reasoning that the evidence of mental anguish was sufficient where the plaintiffs family was disrupted and he lost sleep and was depressed). The evidence shows Mrs. Guerra was suffering from insomnia and stomach pains. She was also on medication for depression and anxiety. Her injuries were further confirmed by the testimony of her daughter. See Parkway, 901 S.W.2d at 444 (<HOLDING>). And although the testimony of the Guerra Options: A. holding that mental anguish can be established by the testimony of third parties B. holding the family court has jurisdiction to join third parties when property is alleged to be marital but is owned by a third party C. holding that unconstitutional government action can only be challenged by a person directly affected it cannot be challenged by one invoicing the rights of third parties D. holding there is no duty to third parties on the part of a premises owner who could not have foreseen the criminal acts of third parties E. recognizing that either party to a divorce action may bring in third parties who claim an interest in the property alleged to be community or third parties themselves may intervene and have their rights therein determined

assistant: The best answer is A. holding that mental anguish can be established by the testimony of third parties
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: intent of section 1983 to convert every breach of contract claim against a state into a federal claim.”). Thus, even if we distill a version of Dodson’s § 1983 claim based on UAMS’s conduct after Dodson II, dismissal was proper pursuant to Rule 12(b)(6). 6 . See Allison B. Jones, Note, The Rooker-Feldman Doctrine: What does it Mean to be Inextricably Intertwined?, 56 Duke L.J. 643, 665 (2006) ("With so little clear guidance from the Supreme Court concerning 'inextricably intertwined,' many lower courts have embraced this lucid definition from Justice Marshall.”); Thomas D. Rowe Jr. & Edward L. Baskauskas, “Inextricably Intertwined’’ Explicable At Last? Rooker-Feldman Analysis After the Supreme Court’s Exxon Mobil Decision, 2006 F d.Appx. 89, 91 (5th Cir.2008) (unpublished per curiam) (<HOLDING>); Indus. Comm'ns & Elec., Inc. v. Monroe Options: A. recognizing that in reviewing ruling on motion to compel arbitration we first determine whether party seeking arbitration established existence of arbitration agreement B. holding that rookerfeldman precludes jurisdiction over a federal lawsuit to compel arbitration under the federal arbitration act because the action was inextricably intertwined with the plaintiffs failed statelaw action to compel arbitration under the louisiana arbitration act C. holding that district courts are required to compel arbitration of claims subject to arbitration clause even if the result is piecemeal litigation D. holding that once the party seeking to compel arbitration establishes the existence of an arbitration agreement and that the claims raised fall within the scope of that agreement the trial court must compel arbitration E. holding that an aaa arbitration was a private proceeding and therefore that a decision by the arbitrator pursuant to the federal arbitration act did not constitute state action

assistant: The best answer is B. holding that rookerfeldman precludes jurisdiction over a federal lawsuit to compel arbitration under the federal arbitration act because the action was inextricably intertwined with the plaintiffs failed statelaw action to compel arbitration under the louisiana arbitration 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: Lessee has all requisite limited liability company power and authority to enter into this Agreement and each of the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Lessee of this Agreement and each of the other Transaction Documents, the performance by it of its obligations hereunder and thereunder and the consummation by Lessee of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action on the part of Lessee. This Agreement has been duly executed and delivered by Lessee, and upon execution and delivery by Lessee of each of the other Transaction Documents, such Transaction Documents will be duly executed and delivered by Lessee. This Agreement constitutes, and upon execution and delivery by Lessee of each of the other Transaction Documents, such other Transaction Documents will constitute, the valid and binding obligations of Lessee, enforceable against it in accordance with their terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting enforcement of creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity).

assistant: Authority
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: Commencing on the Agreement Effective Date and thereafter during his Employment Period, the Executive shall receive an annual base salary of $ 236,000 (as such salary may be increased from time to time , the “Annual Base Salary”), which shall be paid on a semimonthly basis. During the Employment Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to executives of the Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. As used in this Agreement, the term “affiliated companies” shall include, when used with reference to the Company, any company controlled by, controlling or under common control with the Company.

assistant: Base Salary
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: Comply, and cause each of its Subsidiaries to comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it, except if the failure to comply therewith would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: actions imposed an impermissible “prior restraint” on her speech by denying the application for vanity plates before providing her notice and a hearing and by placing the burden on Perry to prove that the denial was improper. A prior restraint is a governmental order or action “forbidding certain communications when issued in advance of the time that such communications are to occur.” Alexander v. United States, 509 U.S. 544, 550, 113 S.Ct. 2766, 125 L.Ed.2d 441 (1993) (quoting Melville B. NimmeR, NlMMER ON FREEDOM of Speech § 4.03, at 4-14 (1984)). In addition, a system of licensing that requires parties to obtain permits from the state before engaging in expression can be an unconstitutional prior restraint when state officials are allowed to exercise “unfette 30, 1540 (7th Cir.1996) (<HOLDING>). A nonpublic forum by definition is Options: A. holding the tlo standard governs school searches when school resource officers who although employed by the local police department are primarily responsible to the school district are acting in conjunction with school officials B. holding that a students private school tuition should be reimbursed where parent did not unilaterally place student in private school because the school district tacitly consented to the private school attendance before proposing a different placement C. holding that a school district owed the highest degree of care to a student on a school bus such that the district could be liable for the sexual abuse of the student by the school bus driver D. holding that school district policy requiring that students obtain the review and approval of school officials prior to distributing any written material violated free speech rights of students E. holding that school officials could prevent a student from distributing invitations in a public elementary school a nonpublic forum because the restraint was reasonable

assistant: The best answer is E. holding that school officials could prevent a student from distributing invitations in a public elementary school a nonpublic forum because the restraint was reasonable
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 failure of either party to insist on the performance of any of the terms or conditions of this Agreement, or failure to enforce any of the provisions of this Agreement, shall not be construed as a waiver or a relinquishment of any such provision. Any waiver or failure to enforce on any one occasion is effective only in that instance, and the obligations of either party with respect of any provision in this Agreement shall continue in full force and effect.

assistant: No 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: Except as otherwise expressly provided for herein, or as otherwise agreed to in writing by the Parties, each Party and its Subsidiaries shall bear its own expenses incurred in connection with the preparation of Tax Returns and other matters related to Taxes under the provisions of this Agreement for which they are liable.

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: in part as the “present ability to consult with [a] lawyer with a reasonable degree of rational understanding”). It put the Commonwealth squarely on notice that the petitioner was asserting a competence claim—and the Commonwealth proceeded unreservedly to waive nonexhaustion as a defense to that claim. That was game, set, and match. Waiver typically is thought to be the voluntary relinquishment of a known right. See United States v. Olano, 507 U.S. 725, 733, 113 S.Ct. 1770, 123 L.Ed.2d 508 (1993). It is no secret that waivers are strong medicine, not casually to be dispensed. A party who chooses to waive a defense surrenders that defense as to the claim asserted and any claim fairly encompassed within it. Cf. New York v. AMRO Realty Corp., 936 F.2d 1420, 1430 & n. 10 (2d Cir.1991) (<HOLDING>). In other words, the waiver extends to the Options: A. holding insurer vicariously liable for defense counsels negligent defense of a medical malpractice claim B. holding that defendants failure to assert the defense in any pretrial motions did not waive defendants limitations defense because the assertion of a limitations defense in the answer preserved defendants right to raise the defense both during the first trial and before the second C. holding that insurer must pay for defense after it declined to provide a defense and coverage was found to exist D. holding that in waiving a latenotiee defense insurer waived that defense as to any claim arising out of the occurrence in question E. holding that defense counsel was not constitutionally ineffective for presenting a diminished capacity defense as opposed to a defense of legal insanity

assistant: The best answer is D. holding that in waiving a latenotiee defense insurer waived that defense as to any claim arising out of the occurrence in question
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 acknowledge and agree that except as expressly provided in this agreement , the intellectual property rights of linden lab and other content providers in their respective content are not licensed to you by your mere use of the service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds received by Borrower in connection with the Loan shall be used by Borrower exclusively as a capital contribution to Operator for purposes of cost of construction and operation of (i) the property known as Montreign Resort Casino, (ii) the property known as Monster Golf Course, and (iii) the property known as Entertainment Village, each to be located in Sullivan County, New York, and for no other purpose.

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

user: 3. In the event that Independent Contractor is required by law or by interrogatories, requests for information or documents, subpoena, Civil Investigative Demand, or similar process to disclose any information supplied to Independent Contractor pursuant to the Agreement, including without limitation the Confidential Information or any other information the disclosure of which is restricted by the terms of this Exhibit B, Independent Contractor will provide the Company with prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order.

assistant: Yes
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 or other communications required or permitted by this Agreement or by law to be served on or given to either Party to this Amendment by the other Party shall be in writing and shall be deemed duly served when personally delivered to the Party at an address agreed upon by both Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: U.S. 21, 32, 103 S.Ct. 321, 74 L.Ed.2d 21 (1982). It is “beyond peradventure” that “unadmitted and nonresident aliens” have no right to be admitted to the United States. Adams v. Baker, 909 F.2d 643, 647 (1st Cir. 1990). There is no constitutionally protected interest in either obtaining or continuing to possess a visa. The due process guaranteed by the Fifth Amendment “attaches only when the federal government seeks to deny a liberty or property interest.” Knoetze v. U.S., Dep’t of State, 634 F.2d 207, 211 (5th Cir. 1981). A non-citizen has no “inherent property right in an immigrant visa.” Azizi v. Thornburgh, 908 F.2d 1130, 1134 (2d Cir. 1990); see also Legal Assistance for Vietnamese Asylum Seekers v. Dep’t of State, Bureau of Consular Affairs, 104 F.3d 1349, 1354 (D.C. Cir. 1997) (<HOLDING>); Knoetze, 634 F.2d at 212 (concluding that Options: A. holding that we had jurisdiction and granting aliens petition where the bia unlawfully relied on the nonviability of the aliens marriage in denying her application for adjustment of status B. holding that the fifth amendment did not apply to tribal government C. holding that aliens in deportation hearings enjoy due process protections under the fifth amendment D. holding that aliens may not assert a fifth amendment right in challenging the procedures for granting immigrant visas E. holding that the statement ill take the fifth was an assertion of the fifth amendment privilege

assistant: The best answer is D. holding that aliens may not assert a fifth amendment right in challenging the procedures for granting immigrant visas
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: Section 2 of the Agreement is integral to its purpose and may not be severed from it. Should any other provision of the Agreement be deemed invalid or unenforceable, that provision shall be narrowed to the extent required to make it lawful and enforceable, and the remaining provisions shall not be affected but instead remain valid and enforceable to the maximum extent consistent with current law.

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 case excerpt and choose the best holding from the options. Case excerpt: facie showing, to the court, of authenticity, not a full argument on admissibility. Once a prima facie case is made, the evidence goes to the jury and it is the jury who will ultimately determine the authenticity of the evidence, not the court. The only requirement is that there has been substantial evidence from which they could infer that the document was authentic. Id. at 1404 (quoting United States v. McGlory, 968 F.2d 309, 328-29 (3d Cir. 1992)). The government has presented substantial evidence from which a jury could infer that the text messages in question were authentic and attributable to Mebrtatu. First, as Trooper Lora testified at trial, the device containing these text messages was found on Mebrtatu’s person. C.f. United States v. Turner, 718 F.3d 226, 233 (3d Cir.2013) (<HOLDING>); United States v. McGlory, 968 F.2d at 329 Options: A. holding that an unconstitutional seizure occurred when police officers discovered that a suspect illegally sold alcohol from his home and ordered him to open the door involuntarily to be arrested inside his home B. holding that foreign bank documents found inside a persons home were properly authenticated C. holding that pursuant to the best evidence rule trial testimony relying on documents was inadmissible without submission of such documents or an explanation as to why the documents were unavailable D. holding that documents produced in response to discovery requests were authenticated under rule 901b4 of the federal rules of evidence and constituted party admissions under rule 801d2a E. holding an agency need not demonstrate that all responsive documents were found and that no other relevant documents could possibly exist

assistant: The best answer is B. holding that foreign bank documents found inside a persons home were properly authenticated
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: But a district court is not “required to consider ... an argument that a guideline is unworthy of application in any case because it was promulgated without adequate deliberation.” Id. at 367-68 (emphasis in original). Under the presumption of reasonableness that we give to a district court’s within-Guidelines sentence, “we will not second-guess [a district court’s] decision! ] ... simply because the particular Guideline is not empirically-based.” Janosko, 355 Fed. Appx. at 895 (quoting United States v. Mondragon-Santiago, 564 F.3d 357, 367 (5th Cir.2009)). The district court here explicitly considered the § 3553(a) factors when sen r.2008) (treating multiple convictions as a single offense for purposes of § 5G1.3(b)); and United States v. Kimble, 107 F.3d 712, 714-15 (9th Cir.1997) Options: A. holding that prior felony drug convictions that fall within the conspiracy period may be used to enhance the defendants sentence if the conspiracy continued after his earlier convictions were final B. holding that due to statute defendant cannot collaterally attack prior convictions used to enhance sentence unless in violation of the right to counsel C. holding that 5g13c applied where defendants undischarged sentence resulted from multiple convictions only one of which was used to enhance his instant sentence D. holding that where defendants seek to challenge predicate convictions used to enhance current sentence proper avenue for relief is through pcr proceeding E. holding amended language gives district courts discretion to permit collateral attack on prior convictions used to enhance sentence

assistant: The best answer is C. holding that 5g13c applied where defendants undischarged sentence resulted from multiple convictions only one of which was used to enhance his instant sentence
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: persons. Fla. Stat. § 768.74(5). Taking each factor in turn, we hold that the district court did not abuse its discretion in upholding the jury’s award of compensatory damages. The first factor asks whether the award evinces passion or prejudice. The district court cited Goldsmith v. Bagby, 513 F.3d 1261, 1275 (11th Cir.2008), to show the validity of an emotional damages award equal to a claimant’s salary. See Myers v. Cent. Fla. Invs., Inc., No. 6:04-cv-1542-Orl-28DAB, 2008 WL 4710898, at *15 n. 13 (M.D.Fla. Oct. 23, 2008). But the validity of the compensatory award was not at issue in Goldsmith, see 513 F.3d at 1267-68, 1276-77, and, as the defendants argue, its relevance to our inquiry is therefore limited. Cf. Bravo v. United States, 532 F.3d 1154, 1166-67 (11th Cir.2008) (<HOLDING>), reh’g denied, 583 F.3d 1297 (2009). Options: A. holding that issue of attorneys fees should be retried if damages awarded are reduced on appeal and appellate court can not be reasonably certain that trial court was not influenced by erroneous damages award B. holding that consequential damages are not to be considered C. holding that damages are to be compared only against awards tested for size in reported appellate decisions D. holding that it was appropriate for trial court to award separate punitive damages awards against an employee and his vicariously liable employer because this would enable each award to be based on the two defendants differing financial status E. holding that the state is immune from punitive awards

assistant: The best answer is C. holding that damages are to be compared only against awards tested for size in reported appellate decisions
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 consideration of the services to the rendered by the Manager hereunder, Group shall pay Manager, each month, the sum of Two Thousand Dollars ($2,000.00) or such other amount as the parties may agree”.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither Licensee nor Licensor shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that either Licensee or Licensor may assign its rights, in whole, without such consent, to (a) one of its wholly owned subsidiaries, or (b) subject to Article 4 , an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Licensee shall not sublicense the Premises or any part thereof, or permit the use of the Premises or any part thereof by any persons other than Licensee and its employees, without the prior written consent of Licensor. Any purported assignment or sublicensing in violation of this Article shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder. No assignment (whether by operation of law), subletting or further licensing, even with the consent of Licensor, will relieve Licensee from liability for payment of the Base Annual Fees and the Additional Fees herein provided for or from the obligation to keep and be bound by all of the terms, conditions and covenants of this Agreement. Any transfer contrary to the provisions of this Article 7 shall be void.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After giving effect to the transactions contemplated hereby, at the time of each making of a Loan, and of each issuance, amendment, renewal or extension of any Letter of Credit, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower individually, and the Credit Parties, taken as a whole, will exceed the aggregate Debt of the Credit Parties on a consolidated basis, as the Debt becomes absolute and matures, (b) each of the Borrower individually and the Credit Parties taken as a whole will not have incurred or intended to incur, and will not believe that they will incur, Debt beyond their ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each of the Borrower, individually, and the Credit Parties, taken as a whole, and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each of the Borrower individually and the Credit Parties taken as a whole will not have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the services are provided `` as is '' and `` as available '' and to the extent permitted by law without warranties of any kind , either express or implied , including , but not limited to , implied warranties , conditions , or other terms relating to merchantability , satisfactory quality , fitness for a particular purpose , title , quiet enjoyment , non-infringement , or arising from a course of dealing .

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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 380 U.S. 251 85 S.Ct. 936 13 L.Ed.2d 818 Charles G. DAVIS, etc., et al.v.James R. MABRY et al. No. 774. Supreme Court of the United States March 8, 1965 Waggoner Carr, Atty. Gen. of Texas, Hawthorne Philips, First Asst. Atty. Gen., Mary K. Wall, Asst. Atty. Gen., James E. Barlow and Preston H. Dial, Jr., for appellants. PER CURIAM. 1 The judgment is affirmed. Carrington v. Rash, 380 U.S. 89, 85 S.Ct. 775, decided March 1, 1965. 2 Mr. Justice HARLAN would reverse the judgment of the District Court for the reasons stated in his dissenting opinion in Carrington v. Rash, 380 U.S., at 97, 85 S.Ct. at 780.

assistant: 2
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 mandate of the statute. Examining this conflict, the court observed that the commissioner had approved the policy with the provision in question. But the record shows that: (a) the commissioner disapproved the policy form if the intent was never to cover a pre-existing condition under a disability income policy that did not, at the time of issuance, exclude that condition by name or specific description; and (b) the Department of Commerce does not have any written record of receiving or approving the policy form. Citing a Fifth Circuit case, respondent argues that the mandatory incontestability clause and the “first manifest” requirement under its definition of sickness are not inconsistent with each other. See Massachusetts Cas. Ins. Co. v. Forman, 516 F.2d 425, 428 (5th Cir.1975) (<HOLDING>), cert. denied, 424 U.S. 914, 96 S.Ct. 1114, 47 Options: A. holding plaintiffs counsels illness constitutes good cause B. holding that a jury may draw an inference as to the cause of an illness despite the lack of unanimity among experts as to the cause C. holding that upon applying the doctrine of contra proferentem the insureds organically based illness does not fall within the mental illness limitation as a matter of law D. holding that a mental illness limitation limiting the maximum payment for care of mental illness or care of nervous conditions of any type or cause is ambiguous because the plan contains no definition or explanation of the term mental illness and thus construed against the insurance company does not include physically based illnesses E. holding that the incontestability provisions of the policy did not cause a preexisting illness to be covered because the illness first manifested itself before the policy became effective

assistant: The best answer is E. holding that the incontestability provisions of the policy did not cause a preexisting illness to be covered because the illness first manifested itself before the policy became effective
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 failure of a Party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a Party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, signed by the Party against whom the waiver is to be effective, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

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: The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

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: Interest shall accrue on each Loan for each day during a related Interest Period at a per annum rate equal to the product of (x) the outstanding principal balance of such Loan on such day, multiplied by (y) the sum of (i) the applicable LIBOR Rate for such day and (ii) the Applicable Margin. Interest shall be payable on each Monthly Settlement Date in arrears with respect to each Loan through the final day of each Interest Period (regardless whether such day is a Business Day), such amount to be payable on each Monthly Settlement Date. The Lender shall determine the LIBOR Rate for each Loan, which may be reset on a daily basis, as set forth in the definition of “LIBOR Rate” and provide notice of such determination to the Borrowers. The Lender shall also calculate the amount of interest or other amounts due to be paid by the Borrowers from time to time hereunder (including in connection with any prepayment or repayment of Loans permitted hereunder) and shall provide a written statement thereof to the Borrowers at least two Business Days prior to the due date of such payments (or the relevant repayment or prepayment after having received a notice thereof); provided , that failure to provide such statements on a timely basis shall not relieve the Borrowers of the obligation to pay any interest and principal due on the applicable payment date (based upon its good faith calculation of the amount due, such amount to be promptly reconciled after receipt of a subsequent statement from the Lender) and other such amounts hereunder promptly upon receipt of such statement.

assistant: Interests
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 EXPRESSLY SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO THE TERMS OF SECTION 6(A), TENANT AGREES THAT NEITHER LANDLORD NOR ANY AGENT OF LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE SUITABILITY OF THE DEMISED PREMISES FOR THE CONDUCT OF TENANT’S BUSINESS. TENANT AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, NEITHER LANDLORD NOR LANDLORD’S AGENTS HAVE MADE ANY REPRESENTATIONS OR PROMISES WITH RESPECT TO THE PHYSICAL CONDITION OF THE LAND UPON WHICH THE DEMISED PREMISES IS LOCATED, EXPENSES OF OPERATION OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE DEMISED PREMISES, AND NO RIGHTS, EASEMENTS OR LICENSES ARE ACQUIRED BY TENANT BY IMPLICATION OR OTHERWISE. TENANT HAS INSPECTED THE DEMISED PREMISES AND IS THOROUGHLY ACQUAINTED WITH THEIR CONDITION, AND AGREES TO TAKE THE SAME “AS IS” (SUBJECT TO THE LANDLORD’S WORK ATTACHED HERETO AS EXHIBIT “E”). Tenant shall, within thirty (30) business days after the Delivery Date, furnish Landlord with a written statement that Tenant has accepted the Demised Premises and that Landlord has fully complied with Landlord’s covenants and obligations hereunder (or Tenant shall specifically describe in such statement Landlord’s outstanding obligations, if any). If Tenant shall fail to deliver such statement prior to the expiration of such 30-day period, Landlord shall be deemed to have (i) delivered the Demised Premises to Tenant and (ii) complied with Landlord’s covenants and obligations hereunder. Landlord shall assign any and all construction-related warranties arising or existing by virtue of Landlord’s Work to the use and benefit of Tenant.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you represent and warrant that for the duration of these terms , you have ( and will have ) all the rights necessary for your content that is uploaded , stored , or shared on or through the services and that the collection , use , and retention of your content will not violate any law or rights of others .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each Subsidiary to, (a) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and (ii) maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 and (b) carry on and conduct its business (i) except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, in substantially the same manner and (ii) in substantially the same fields of enterprise as it is presently conducted.

assistant: Existence
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 Credit Party will, or will permit any Restricted Subsidiary of a Credit Party to, create, assume, incur, or permit to exist or to be created, assumed, or permitted to exist, directly or indirectly, any Lien on any of its property, real or personal, now owned or hereafter acquired, except for Permitted Liens.

assistant: Liens
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: Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section 14.10 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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: Mount Hope’s subpoena was facially valid under Rule 45. The Church was not required to include evidence refuting First Amendment protection in its request. Because Mount Hope and its counsel could reasonably assert that First Amendment privilege did not invalidate the subpoena, they could issue discovery process based on that reading without fear of sanctions. The Church also had objective reason to subpoena the information and therefore complied with existing law under 45(c)(1). Appellees also contend that Mount Hope’s position means that a Rule 45(c)(1) sanction requires a finding of bad faith before sanctions may be imposed. But Mount Hope has not so contended. Under Rule 26(g), we have held that bad faith is sufficient to invoke Rule 45(c)(1) sanctions. See Mattel, 353 F.3d at 814 (<HOLDING>). But we have never stated that bad faith is Options: A. holding that sanctions were appropriate where the subpoena was served for the improper purpose of exerting pressure on the witnesses not to testify B. holding that material for witnesses need not be produced to defendant where the witnesses were not called as government witnesses at trial C. holding sanctions order not final where the amount of sanctions had not yet been determined D. holding sanctions were appropriate where party filed motions merely for purposes of delay E. holding that rule 11 sanctions are not appropriate when a motion is filed in part for a legitimate purpose even when the motion includes certain evidence which is assertedly presented for an improper purpose

assistant: The best answer is A. holding that sanctions were appropriate where the subpoena was served for the improper purpose of exerting pressure on the witnesses not to testify