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: 112 S.Ct. 1028, 117 L.Ed.2d 208 (1992), found that the plaintiffs are entitled to be made whole and, therefore, compensatory damages are appropriate forms of relief. See 503 U.S. at 69, 112 S.Ct. 1028. That case, however, did not reverse long-standing judicial attitudes regarding emotional distress damages awards in contract cases. The compensatory damages that Franklin v. Gwinnett County Pub. Sch. found appropriate do not include extraordinary damages, such as punitive awards and emotional distress damages. See Barnes v. Gorman, 536 U.S. at 188, 122 S.Ct. 2097 (“[I]t must be concluded that Title VI funding recipients have not, merely by accepting funds, implicitly consented to liability for punitive damages.”); Bradford v. Iron County C-4 Sch. Dist., 1984 WL 1443, at *7 (E.D.Mo.1984)(<HOLDING>). Even if the Court were to assume that Options: A. holding in wrongful pregnancy suit that expenses of raising and educating child were not recoverable elements of damages but emotional distress was recoverable element B. holding damages for emotional distress are not recoverable in an action for breach of contract whether express or implied in the absence of a showing that the parties contemplated such damages at the time the contract was made C. holding that a tort claim for intentional infliction of emotional distress is distinct from a claim for emotional distress damages under the employment discrimination statute D. holding that emotional distress damages are not recoverable under section 504 E. holding emotional distress damages for a willful violation of the automatic stay were recoverable against the social security administration

assistant: The best answer is D. holding that emotional distress damages are not recoverable under section 504
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THE COMPANY AND EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE COMPANY OR ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The rules in this Article 7.12 are effective for Plan Years beginning after December 31, 2009. The requirements of Code Section 436 are hereby incorporated by reference in the Plan for earlier Plan Years beginning after December 31, 2007.

assistant: Effective Dates
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: must make a significant effort, based on reasonable investigation and logical argument, to ably present the defendant’s fate to the jury and to focus the attention of the jury on any mitigating factors. Mitigating factors brought out at trial might be emphasized, a coherent plea for mercy might be given, or new evidence in mitigation might be presented. But counsel may not treat the sentencing phase as nothing more than a mere postscript to the trial. While the Strickland threshold of professional competence is admittedly low, the defendant’s life hangs in the balance at a capital sentencing hearing. Indeed, in some cases, this may be the stage of the proceedings where counsel can do his or her client the most good. Kubat v. Thieret, 867 F.2d 351, 369 (7th Cir.1989) (emphasis added) (<HOLDING>). What does the general statement about Options: A. holding trial counsels failure to investigate and present substantial mitigation evidence during the sentencing phase can constitute ineffective assistance of counsel B. holding counsels performance was ineffective where counsel failed to present any evidence in mitigation and offered a rambling and incoherent argument that cannot even charitably be called a plea for mercy C. holding that ineffective assistance of counsel constitutes cause for procedural default only if counsels performance was constitutionally ineffective D. holding that counsel cannot be deemed ineffective for failure to present cumulative evidence E. holding counsel was ineffective where counsel failed to contact defendant in preparing for sentencing hearing failed to present mitigation witnesses and failed in closing argument to offer any reason other than blatant disregard of illinois law for sparing halls life

assistant: The best answer is B. holding counsels performance was ineffective where counsel failed to present any evidence in mitigation and offered a rambling and incoherent argument that cannot even charitably be called a plea for mercy
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: there is a rebuttable presumption that the forfeiture is punitive in nature. Id. at 36 (citation omitted; emphasis in original). The court ultimately determined, however, that “[e]ven assuming the entire amount of the forfeiture here is punishment, it does not violate the outer confines set by the Eighth Amendment.” Id. at 38. Similarly, several other circuits, while recognizing that civil forfeiture provisions have been limited by some crimin 3097 S.W. 111th Ave., 921 F.2d 1551, 1557 (11th Cir.1991) (noting that the Eighth Amendment proportionality analysis used in criminal forfeiture cases does not apply in civil forfeiture cases); United States v. On Leong Chinese Merchant Ass'n Bldg., 918 F.2d 1289 (7th Cir. 1990), cert. denied, — U.S. —, 112 S.Ct. 52, 116 L.Ed.2d 29 (1991) (<HOLDING>); United States v. Santoro, 866 F.2d 1538, 1542 Options: A. holding the fourteenth amendment does not apply to the actions of the federal government B. holding that the seventh circuit continues to adhere to the view that the eighth amendment does not apply to civil in rem actions C. recognizing that courts have uniformly held that the eighth amendment does not apply to civil in rem actions since they are remedial in nature and not punishments for crimes D. holding the claimant does not consent to personal jurisdiction by appearing in in rem action E. holding that a party cannot waive in rem jurisdiction under florida law and a court proceeding pursuant to in rem jurisdiction must actually possess in rem jurisdiction over the property that is the subject of the matter

assistant: The best answer is C. recognizing that courts have uniformly held that the eighth amendment does not apply to civil in rem actions since they are remedial in nature and not punishments for crimes
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: Immunity Act to seek relief against NHA. The Resolution allegedly changes that, apparently requiring Phillips to follow the procedural and jurisdictional limitations of the Act, which, among things, requires notice of the suit to the Attorney General and the President and allows NHA to transfer the case from the Shiprock District Court to the Window Rock District Court. 1 N.N.C. §§ 555(A); (D) (1995). Were this Court to recognize sovereign immunity in this case pursuant to the Resolution, the Court would be applying the act retroactively. The Resolution alters Phillip’s ability to litigate a case filed before the Resolution’s effective date, and therefore burdens ap important property right. See In re Certified Questions, No. SC-CV-49-00, slip op. at 5 n. 4 (Nav.Sup. Ct. July 18, 2001) (<HOLDING>); Benally v. Big A Well Service, Co., No. Options: A. recognizing private right of action B. recognizing the cause of action C. recognizing cause of action D. holding that there is no due process right to appellate review E. recognizing right to cause of action as property right under navajo due process

assistant: The best answer is E. recognizing right to cause of action as property right under navajo due process
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: so long as you abide by these terms and any other rules , including the community rules , zynga grants you a non-exclusive , non-transferable , revocable limited license subject to the limitations in these terms , to access and use the service using a zynga supported web browser or mobile device solely for your own non-commercial entertainment purposes .

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: 10 . Marine Midland Bank involved the seizure of interbank funds under the federal civil forfeiture laws and upon a warrant issued by a federal magistrate judge, who had determined that the government had probable cause to believe that interbank accounts were being used to launder narcotics proceeds. Marine Midland Bank, 11 F.3d at 1121. The banks moved for return of the seized funds by order to show cause pursuant to Fed.R.Crim.P. 41(e). Holding that "[t]he magistrate judge's probable cause determination should be subject to judicial review," this Court found that the warrant had not been supported by probable cause and therefore ordered the release of certain of the interbank funds. Id. at 1125. 11 . See People v. Earley, 244 A.D.2d 769, 770-71, 666 N.Y.S.2d 223, 224 (3d Dep’t 1997) (<HOLDING>); Grinberg v. Safir, 181 Misc.2d 444, 455, 694 Options: A. holding that arresting officers testimony at suppression hearing supported finding of probable cause to arrest defendant for dwi despite contradictory testimony of defendant and his passenger and despite minor inconsistencies in officers testimony B. holding that testimony of sixyearold vietim was not incredibly dubious despite some inconsistencies and that such inconsistencies are appropriate to the cireumstances presented the age of the witness and the passage of time between the incident and the time of her statements and testimony C. holding that an arrest occurred despite an officers testimony that the accused was only detained prior to a breath test D. holding contradictory testimony does not invalidate a verdict E. holding that in the absence of contradictory testimony a reasonable person would not be justified in rejecting the witnesss unimpeached testimony

assistant: The best answer is A. holding that arresting officers testimony at suppression hearing supported finding of probable cause to arrest defendant for dwi despite contradictory testimony of defendant and his passenger and despite minor inconsistencies in officers testimony
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall continue to employ you, and you agree to continue your employment with the Company until December 31, 2016 (the “ Separation Date ”), pursuant to the terms of this letter agreement; provided , however , that, effective September 1, 2016, you agree that you have resigned as Vice President and Chief Financial Officer of the Company and from any other officer or director positions you held with the Company or any subsidiary as of September 1, 2016, and that you will provide services at a reduced level. Until the Separation Date, you will be required to provide such services, as determined by the Company, for at least ten hours per week, at times and places to be mutually determined between you and the Company. You agree that your employment with the Company will be terminated, and you will incur a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, on the Separation Date. In addition, you agree to waive your change in duties and status resulting from the termination of your role as Vice President and Chief Financial Officer and any other officer or director role as a “Good Reason” trigger under the Company’s Executive Separation Policy, adopted June 23, 2010 (the “ Separation Policy ”). You also agree that if you become employed by a company or organization other than the Company prior to January 1, 2017, such event will be considered a voluntary termination of employment by you without good reason in violation of this letter agreement and (i) you will immediately cease to receive or have any rights to the payments and benefits described in this letter agreement, (ii) you will immediately cease to be eligible to execute and receive benefits under the Release Agreement (as such term is defined in Section 4 below) and (iii) you will not otherwise be eligible for benefits under the Separation Policy or the Change in Control Agreement between you and the Company, dated May 2, 2012 (the “ Change in Control Agreement ”).

assistant: Employment
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 First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: merely uses players’ names and playing records which are already in the public domain, there is no possibility of unjust enrichment. In regard to the rights of the public which countervail the interests involved in the right of publicity, the public has an “interest in the dissemination of news and information consistent with the democratic processes under the constitutional guaranties of freedom of speech and of the press.” Gionfriddo 94 Cal.App.4th at 406, 114 Cal.Rptr.2d 307. Significant to the matter under consideration, the court in Gionfriddo held that “[t]he recitation and discussion of factual data concerning the athletic performance of these plaintiffs [who were retired professional baseball players] command a substantial public interest.” Id.See also Cardtoons, 95 F.3d at 973 (<HOLDING>). This court has found, in the circumstances of Options: A. holding that the public has an interest in having access to factual data from baseball games B. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public C. holding under the rogers test that since browns likeness is artistically relevant to the madden nfl games and there are no alleged facts to support the claim that ea explicitly misled consumers as to browns involvement with the games the public interest in free expression outweighs the public interest in avoiding consumer confusion D. recognizing the public interest exception E. holding that in analyzing whether a limited public forum has been created we consider the nature of the property or means of communication the governments purpose in permitting whatever limited access it has allowed and the conditions of access eg whether permission is required

assistant: The best answer is A. holding that the public has an interest in having access to factual data from baseball games
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 money lawfully in its possession. The dictionary definition of “deprive” means simply to take something away from another. See Merriam Webster Dictionary; Cambridge Dictionary of the English Language. The second element — use of the mails— is not contested. As for the third element — intent to defraud — this element does not require intent to cause a financial loss to another. The requisite intent to defraud requires “an intent to deceive or cheat for the purpose of either causing a financial loss to another or bringing about a financial gain to oneself.” United States v. McAuliffe, supra; United States v. Frost, 125 F.3d 346, 371 (6th Cir.1997) (emphasis added); Sixth Circuit Pattern Jury Instruction 10.01(2)(E). See also United States v. DeSantis, 134 F.3d 760, 764 (6th Cir.1998) (<HOLDING>) The indictment’s allegations of Defendant’s Options: A. holding that a plaintiff alleging securities fraud must show that a defendant 1 made a material misrepresentation or a material omission as to which he or she had a duty to speak 2 with scienter 3 in connection with the purchase or sale of securities B. holding that to satisfy the element of specific intent to defraud needed to convict for mail fraud the government must show that the defendant knowingly made a material misrepresentation or knowingly omitted a material fact for the purpose of inducing the victim of the fraud to part with property or undertake some action that he would not otherwise do absent the misrepresentation or omission C. holding that slusa preempts claims which allege a material misrepresentation or omission in connection with the purchase or sale of securities whether or not that allegation is an element of or otherwise necessary to the putative state claim D. holding in a civil rico case based upon predicate acts of mail and wire fraud that the plaintiff must plead a material misrepresentation of fact that was calculated or intended to deceive persons of reasonable prudence and comprehension and that the plaintiff relied upon that material misrepresentation to establish the fraud statutes requisite scheme to defraud E. holding that in order to make out a claim under 14a of the exchange act a plaintiff must show that a proxy statement contained a material misrepresentation or omission that the plaintiff was injured by the material misrepresentation or omission and that the proxy solicitation itself rather than the particular defect in the solicitation materials was an essential link in the accomplishment of the transaction

assistant: The best answer is B. holding that to satisfy the element of specific intent to defraud needed to convict for mail fraud the government must show that the defendant knowingly made a material misrepresentation or knowingly omitted a material fact for the purpose of inducing the victim of the fraud to part with property or undertake some action that he would not otherwise do absent the misrepresentation or omission
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: your decision to provide this information is purely voluntary and optional ; however , if you elect not to provide it , then you may not be able to access certain content or participate in certain features 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 closing of the Transactions (the “ Closing ”) shall take place at the offices of Cooley LLP, The Grace Building, 1114 Avenue of the Americas, New York, New York 10013-7798, at 10:00 a.m., New York time, on the third (3rd) Business Day following the satisfaction or waiver of the conditions set forth in Section 3.2 and Section 3.3 (other than those conditions that by their terms must be satisfied on the Closing Date, or at such place and on such date and time as Buyer and Seller shall mutually agree (such date on which the Closing occurs, the “ Closing Date ”)). The Closing may be conducted by mail, courier or electronic means.

assistant: Closings
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: I believe the prior panel was thinking along these lines when it held there was no prejudice even if there were a variance. That determination is the law of the case and binds us today. See, e.g., Baranski v. United States, 515 F.3d 857, 861 (8th Cir.2008) (“[T]he law of the case ... will not be disturbed absent an intervening change in controlling authority.”). Counsel could not have been ineffective where, as here, raising the argument would not have changed the result of the proceeding. Moreover, far from deficient performance, counsel’s decision not to raise this issue before the district court or on direct appeal, and thus not risk a much higher Guidelines sentence for crack distribution, may well have been a sound tactical choice. See Strickland, 466 U.S. at 689, 104 S.Ct. 2052 (<HOLDING>). I would affirm the district court’s denial of Options: A. recognizing district courts wide latitude in imposing supervised release conditions B. recognizing defense counsel must have wide latitude in making tactical decisions C. recognizing the need to give trial courts latitude in making individualized security determinations D. recognizing a hearing officers latitude in making credibility calls E. recognizing the wide latitude district courts enjoy in interpreting and administering their own rules

assistant: The best answer is B. recognizing defense counsel must have wide latitude in making tactical 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: All notices and correspondence hereunder shall be in writing and sent by overnight delivery service, with all charges prepaid, to the applicable Party at the addresses set forth above, or by confirmed facsimile transmission (including, without limitation, computer generated facsimile) or by e-mail, as to each Party, to such address as any Party may from time-to-time designate for itself by notice in writing given to the other Party complying as to delivery with the terms of this Section 8. All such notices and correspondence shall be deemed given upon the earliest to occur of (i) if by e-mail, actual receipt; (ii) if sent by overnight delivery service, when received at the above stated addresses or when delivery is refused; or (iii) if sent by facsimile transmission or electronic mail, on the next business day or when receipt of such transmission is acknowledged or confirmed, whichever is earlier.

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: During the Term of this Agreement, the Company may, at any time and in its sole discretion, terminate the Employee’s employment and this Agreement with Cause, subject to any prior notice requirements of Section 4.2 of this Agreement or, upon thirty (30) days prior written notice from the Board of Directors of the Company, without Cause, and the Employee may, at any time and in his sole discretion, resign from his employment with the Company and terminate this Agreement, subject to any prior notice requirements of Section 4.3 of this Agreement, if applicable (any such date of termination, the “ Termination Date ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3(q) , no current employee, director, officer or, to the Knowledge of the Company, any former employee, director or officer, any stockholder of the Company or its Subsidiaries, affiliate of any thereof who occupied such role during the past 12 months, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been in the last 12 months, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are publicly traded on or quoted), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. Except as set forth on Schedule 3(q) , no employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the board of directors of the Company).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be sterilized. On February 10, 2009, at a removal proceeding commenced by the Department of Homeland Security (“DHS”), the Immigration Judge (“IJ”) denied Lin’s application in full and ordered Lin removed to China. The Board of Immigration Appeals (“BIA”) dismissed her appeal on June 2, 2010, and she now petitions this court for review, contending that the BIA erred in concluding that she failed to prove that she had a well-founded fear that, if returned to China, she would be sterilized and subjected to economic persecution in the form of severe fines as well. As an initial matter, Lin’s brief does not set forth an argument concerning the denial of CAT relief. Therefore, Lin has abandoned this issue on appeal. See Sepulveda v. U.S. Att’y Gen., 401 F.3d 1226, 1228 n. 2 (11th Cir.2005) (<HOLDING>). We review only the BIA’s decision, except to Options: A. holding that an issue is abandoned when not raised in an appellate brief B. holding that the court has discretion not to consider an issue abandoned on appeal C. holding the appellant was deemed to have abandoned an issue for which he failed to provide any argument or supporting authority D. holding that where an appellant fails to raise arguments regarding an issue on appeal that issue is deemed abandoned E. holding that when an appellant fails to offer an argument on an issue such as cat relief that issue is abandoned

assistant: The best answer is E. holding that when an appellant fails to offer an argument on an issue such as cat relief that issue is abandoned
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 shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, Houston, Texas time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, Houston, Texas time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

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: All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by email or confirmed facsimile; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties at the addresses shown on the signature pages hereto (or to such email address, facsimile number or other address as subsequently modified by written notice given in accordance with this Section 7.5).

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: Except for payment of Restricted Payments permitted by Section 9.04 , the Borrower will not, and will not permit any other Loan Party to, enter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than between Borrower and other Loan Parties) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: any requests to opt out must be sent to : general counsel , oculus vr , llc , 1601 willow rd. , menlo park , ca 94025 , usa .

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: Your title will be Executive Vice President and Chief Commercial Officer reporting to the Chief Executive Officer of the Company. This is a full-time position in the Company’s Marina Del Rey, CA location. By signing this letter agreement (this “Agreement”), you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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 legal provision and list the applicable contract clause categories. Provision: Licensee (and its Affiliates’ and any Sublicensees’) must comply with all prevailing laws, rules, and regulations that apply to its activities or obligations under this Agreement. Without limiting the foregoing, it is understood that this Agreement may be subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes, and other commodities, articles, and information, including the Arms Export Control Act as amended in the Export Administration Act of 1979 and that Licensee’s obligations are contingent upon compliance with applicable United States export laws and regulations. The transfer of certain technical data and commodities may require a license from the cognizant agency of the United States Government and/or written assurances by Licensee that Licensee shall not export data or commodities to certain foreign countries without prior approval of such agency. Licensor neither represents that a license is not required nor that, if required, it will issue.

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 legal provision and list the applicable contract clause categories. Provision: While it expects to continue this Plan indefinitely, 3M reserves the right to terminate the Plan at any time and for any reason. Upon the termination of the Plan and to the extent permitted by section 409A of the Code, all elections to contribute to the Plan shall be revoked and the Plan shall immediately distribute in cash to the respective Participants and Beneficiaries the entire remaining balances of the Accounts.

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: There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) hereof), (iv) such actions as may be required by Laws affecting the offering and sale of securities, (v) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (vi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required for (A) the grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by such Obligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office) or (C) the exercise by the Administrative Agent or the holders of the Secured Obligations of the rights and remedies provided for in this Agreement.

assistant: Consents
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: `` account '' means the entirety of your contractual rights and obligations under this agreement associated with a particular account name ( defined below ) you have selected for accessing 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: If any provision of this Agreement shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. To the extent any provision of this Agreement or a Prohibited Activity (as defined herein) is deemed to be unenforceable as written but could be made enforceable by way of modification or reformation, then it is the intent of the parties that such provision be modified or reformed to make it enforceable to the fullest extent permitted by law.

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: Each Seller’s and each Originator’s chief executive office is located at the address for notices specified for such Seller Party on Exhibit I , unless such Seller Party has provided a new chief executive office address to Purchaser in writing. Each Seller’s jurisdiction of organization is the State of Delaware. The location where each Seller keeps its books and records, including all computer tapes and records relating to the Collateral, is its chief executive office.

assistant: Records
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: any attempt by you to disrupt or interfere with the service including without limitation undermining or manipulating the legitimate operation of any zynga game is a violation of zynga policy and may be a violation of criminal and civil laws .

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: 69 F.3d at 517 n. 8, 36 USPQ2d at 1544 n. 8. B. Hughes asserts that the Court of Federal Claims held as a matter of law that the rates contained in the letters to FordPhilco, TRW and MBB established a ceiling to the royalty rate. It contends that this was a legal conclusion, not a factual finding, and that the court’s conclusion is erroneous. The court, however, did not hold as a matter of law that a reasonable royalty can never go above the amount specified in a license offer. Rather, the court analyzed the three letters at issue, as well as other factors, Hughes XII, 31 Fed. Cl. 481 at 488-90, 35 USPQ 2d at 1248-50, and found that in this case the rates quoted in the letters had the effect of placing a ceiling on the royalty rate. See Unisplay, 69 F.3d at 519, 36 USPQ2d at 1545-46 (<HOLDING>). Thus, while trying to cast its argument as Options: A. holding that officers testimony that rear license plate was unilluminated supported a reasonable suspicion B. holding that possession of a drivers license is irrelevant to the offense of failing to present a license which is completed by failing to present the license when requested to do so by an officer C. holding in a patent infringement case that plaintiff lacked standing where it held a conditional right to license a patent and enforce license agreements but did not have the right to transfer the patent D. holding that a reasonable royalty larger than that contained in license proposals and agreements was not supported by the evidence E. holding that instruction was not supported by the evidence and was properly refused where the defendant never seriously argued that the police exercised bad faith in failing to preserve evidence and the police gave a reasonable explanation

assistant: The best answer is D. holding that a reasonable royalty larger than that contained in license proposals and agreements was not supported by the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be deemed to have been drafted jointly by the parties, and, in the event of an ambiguity in this Agreement, this Agreement shall not be construed against either party as a result of the drafting hereof. The article, section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company is in compliance with its reporting requirements under Section 13 of the Exchange Act. The SEC Reports, when filed with the SEC (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent SEC Report), conformed in all material respects to the requirements of the Exchange Act or the Securities Act, as the case may be, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no unresolved comment letters from the SEC in respect of any SEC Report. Except with respect to the material terms and conditions of the transactions contemplated hereby, and the anticipated use of proceeds from the sale of the Securities, which shall be publicly disclosed by the Company pursuant to the Exchange Act, the Company confirms that neither it nor any person acting on its behalf has provided any Investor with any other information that the Company believes constitutes material, non-public information. The Company understands that the Investors will rely on the foregoing representations in effecting transactions in the securities of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto agree that each of them, upon the request of the other party, shall execute and deliver, in recordable form if necessary, such further documents, instruments or agreements and shall take such further action that may be reasonably necessary or appropriate to effectuate the purposes of this Sublease.

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: No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by an authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

assistant: Amendments