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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any unvested Units will become fully vested and non-forfeitable if, within 12 months after a Change in Control, the Participant separates from service due to Involuntary Termination. For this purpose, Involuntary Termination means that the Participant's employment is involuntarily terminated without Cause or the Participant terminates his employment for Good Reason. In either case, shares will be issued for such Units on the otherwise applicable Vesting Date, subject to Section 5 below.

assistant: Change In Control
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 Amendment Number Four may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Amendment Number Four, any documents to be delivered pursuant to this Amendment Number Four and any notices hereunder may be transmitted between them by email and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

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 legal provision and list the applicable contract clause categories. Provision: By accepting this Award, Participant expressly warrants that he or she has received an Award of Stock Units under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (I) result in a violation of the organizational documents of the Company or any share capital of the Company, (II) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (III) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market and including all applicable federal laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause (II) or (III) above, to the extent that such violations could not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform any of its obligations hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way and the parties agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid, illegal or unenforceable provision. A court of competent jurisdiction, if it determines any provision of this Agreement to be unreasonable in scope, time or geography, is hereby authorized by the Executive and Reed’s to enforce the same in such narrower scope, shorter time or lesser geography as such court determines to be reasonable and proper under all the circumstances.

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 case excerpt and choose the best holding from the options. Case excerpt: .4 (providing for fines and imprisonment for acting as an attorney without authority). The fourth and final factor concerns the nexus between the lack of license and the contract at issue. In the present case, there is an undeniably direct connection. The performance for which Bergantzel seeks compensation is the unauthorized practice of law, conduct that she was prohibited by law from performing. In other words, the unlicensed conduct is not a collateral matter. Weighing all the factors, we conclude that the interest in refusing to enforce the contract must prevail. The fact that Ber-gantzel has already performed and, in that sense, Mlynarik will receive a windfall, simply does not outweigh the strong public policy against the unauthorized practice of law. See Meunier, 170 So. at 578 (<HOLDING>). Accordingly, we conclude that the contract is Options: A. holding that under the supremacy clause a state court could not enforce a prohibition on the unauthorized practice of law against an individual who was permitted to practice law under the rules of a federal court located in the states jurisdiction B. holding that adjuster who had fully performed could not recover his contractual contingent fee due to the strong public policy against the practice of law by laypersons C. holding that public policy considerations require that the burden be placed on the attorney to provide for allocation of courtawarded attorneys fees in the contingent fee agreement D. holding out admission to practice law when not admitted to practice E. holding that aln attorney who is employed under a contingent fee contract and discharged pri or to the occurrence of the contingency is limited to quantum meruit recovery for the reasonable value of the services rendered to the client and may not recover the full amount of the agreed contingent fee

assistant: The best answer is B. holding that adjuster who had fully performed could not recover his contractual contingent fee due to the strong public policy against the practice of law by laypersons
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: their proposal with empty (and probably unfunded) promises. Results could range fr e our State and is prohibited by our constitution. The potential and temptations for creative logrolling have few limits. Our constitution, read properly, forbids embracing two subjects in one bill whether the subjects are operative or not. I agree with the majority that mere “policy fluff’ does not create a second subject. But this case is not about mere policy fluff, or broad statements of purpose. This case is not about preambles, and we have no occasion to consider whether truly precatory language, properly constrained to a preamble, can create a second subject. I am inclined to think it would not. Cf. State ex rel. Berry v. Superior Court for Thurston County, 92 Wash. 16, 30-32, 159 P. 92 (1916) (<HOLDING>). Preambles, at their best, are eloquent Options: A. holding that instructions are sufficient which substantially follow the language of the statute or use equivalent language B. holding that when language is exactly the same in two statutory provisions the meaning of that language is also identical C. holding that a challenge to part b determinations in an order involving both part a and part b must begin in district court D. holding that liability for negligently entrusting a vehicle to an unlicensed driver is part of the law of bailments but not part of the law of sales or gifts E. holding nonbinding language in a preface or preamble is no part of the law

assistant: The best answer is E. holding nonbinding language in a preface or preamble is no part of the law
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: is able to impose enhancements on the basis of a defendant’s prior convictions. Battle also argues that the district court violated Shepard v. United States, 544 U.S. 13, 125 S.Ct. 1254, 161 L.Ed.2d 205 (2005), by characterizing his prior convictions as “serious drug offenses” under § 924(e). However, we conclude that Battle’s argument is without merit because there were no disputed issues with respect to Battle’s prior drug offenses. Battle conceded at his change-of-plea hearing that he had been convicted of the necessary predicate offenses for the enhancement. Moreover, he did not object to the descriptions of the prior convictions in the presentence investigation report (“PSI”), and, thus, these facts should be deemed “admitted” for Booker purposes. See Shelton, 400 F.3d at 1330 (<HOLDING>). After the district court determined that § Options: A. holding rule 16 does not apply to oral statements other than statements of the defendant B. holding that statements in proof of loss are not conclusive claimant could explain statements C. holding analysts statements insufficient to satisfy particularity requirements because plaintiffs failed to identify with specificity the statements made by a particular defendant or describe how those statements were false or misleading D. holding that a defendant admits to the psis factual statements about his relevant conduct where he raises no objections to those statements E. holding that where a defendant expressly manifested his belief in the truth of the statements contained in the motion to dismiss thereby adopting those statements as his own such statements are admissible against the defendant in the states case in chief

assistant: The best answer is D. holding that a defendant admits to the psis factual statements about his relevant conduct where he raises no objections to those statements
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 is no Litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Subscriber, threatened in writing against the Subscriber, nor is the Subscriber subject to any outstanding order, writ, judgment, injunction or decree that, in any case, would (i) prevent, hinder or materially delay the consummation of the transactions contemplated by this Agreement or the Share Purchase Agreement or (ii) otherwise prevent, hinder or materially delay performance by the Subscriber of any of its respective obligations under this Agreement, the Share Purchase Agreement or the Rights Agreements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lender shall have been informed of any claim, action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that (i) relates to the Loans or (ii) in Lender’s reasonable opinion could have a Material Adverse Effect or to materially adversely affect the ability of any of the Credit Parties to perform its respective obligations under this Agreement, and no such claim, action, suit, investigation, litigation or proceeding shall be pending or threatened.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings of the Articles and Sections are included solely for convenience. If the headings and the text of the Plan conflict, the text shall control. All references to Articles and Sections are to the Plan unless otherwise indicated.

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 case excerpt and choose the best holding from the options. Case excerpt: language, ... or makes an obscene gesture; d. Obstructs vehicular or pedestrian traffic or the use of a public facility; g. Creates á hazardous, physically offensive, or seriously alarming condition by any act that serves no legitimate purpose; or h. Engages in harassing conduct by means of intrusive or unwanted acts, words, or gestures that are intended to adversely affect the safety, security, or privacy of another person. In City of Bismarck v. Nassif, 449 N.W.2d 789, 794-95 (N.D.1989), this Court upheld a disorderly conduct conviction based on the defendant’s use of “fighting words” likely to provoke violent reaction where the jury could have reasonably found bystanders in a public place heard the defendant make threatening statements from his private property tr.2d 837, 839 (1992) (<HOLDING>); City of Dodge City v. Hadley, 262 Kan. 234, Options: A. holding limited investigative detention of defendant was justified where officer investigated a report that a panhandler at a drugstore had been creating a disturbance potentially implicating a violation of the disorderly conduct statute and defendant matched the description of the suspect B. holding officer had reasonable suspicion of criminal activity necessary to support traffic stop where officer received dispatch that defendant committed disorderly conduct and record check showed parked truck was registered to defendant C. holding investigative detention occurred when officer after initial inquiry exited vehicle and approached defendant because officer chose to escalate the encounter to afford greater investigation which of course is consistent with the purpose of an investigative detention D. holding traffic stop was legal where eyewitness told officer defendant kicked over parking sign and officer observed defendant yelling and gesturing in parking lot officer had at least reasonable grounds to suspect defendant of having committed disorderly conduct E. holding police officers show of authority by announcing he was a police officer and ordering defendant to stop was an investigative seizure implicating fourth amendment protections

assistant: The best answer is A. holding limited investigative detention of defendant was justified where officer investigated a report that a panhandler at a drugstore had been creating a disturbance potentially implicating a violation of the disorderly conduct statute and defendant matched the description of the suspect
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 Loan Party and each Subsidiary of each Loan Party has good record and valid title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such exceptions in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and each of their Subsidiaries is subject to no Liens, other than Liens permitted by Section 8.01 . Borrower is the sole owner of, or has rights to use, Borrower’s Intellectual Property, except for non-exclusive licenses granted by Borrower to its customers in the ordinary course of business.

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 case excerpt and choose the best holding from the options. Case excerpt: designate his four previous convictions. The Wilson court rejected the argument, stating that “[a]ny defect in this general allegation could have been reached by a motion for a bill of particulars.” Wilson, 251 Ark. at 903, 475 S.W.2d at 544. “The information was sufficient to put the appellant on notice that the charges included the habitual-criminal act and any lack of specificity of the allegation was waived by this appearance and voluntary plea.” Id., 475 S.W.2d at 545. Likewise, there was no error in allowing the amendment because it was filed the morning of trial. The amendment to the felony information was filed prior to the case being submitted to the jury, which under similar circumstances has been held to be timely. Traylor v. State, 304 Ark. 174, 801 S.W.2d 267 (1990) (<HOLDING>). Glaze’s reliance upon Sherman v. State, 30 Options: A. holding that defendants habitual traffic violator conviction could also serve as a predicate felony conviction under the general habitual offender statute B. holding that an amendment to a felony information on the day of trial charging the defendant as a habitual criminal was not error C. holding that constitutional protections against double jeopardy apply to a defendant prosecuted as an habitual criminal D. holding that under habitual felony offender statute a sentence includes the sanction of probation E. holding that under the 1991 version of the habitual offender statute defendant could not receive habitual offender sentence for life felony

assistant: The best answer is B. holding that an amendment to a felony information on the day of trial charging the defendant as a habitual criminal was not error
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 terms of this Agreement shall prevail in the case of any conflict with the te r ms of any Underlying Contract to th e extent nec e ssary to allow Philips to comply with the HIPAA Rules.

assistant: Interpretations
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: (8th Cir.1995) (following Murphy’s reasoning and holding that the federal holder in due course and D’Oench doctrines have been preempted). We disagree with the analysis of the D.C. and the Eighth Circuits and hold that the federal common law D’Oench doctrine has not been preempted by statute. Our analysis of the preemption issue begins with a discussion of the effect of federal statutes on the federal common law, in light of the role that the federal common law plays in our system. In Swift v. Tyso 31, 1333-34, 3 L.Ed.2d 1454 (1959) (creating a federal common-law privilege that protects federal officers from libel and defamation suits arising out of statements made in the course of duty); Clearfield Trust Co. v. United States, 318 U.S. 363, 366, 63 S.Ct. 573, 575, 87 L.Ed. 838 (1943) (<HOLDING>). Courts often examine the policies expressed Options: A. holding that the federal habeas courts task is to determine if the state courts decision was contrary to or involved an unreasonable application of clearly established federal law as determined by the supreme court of the united states B. holding that ejxcept in matters governed by the federal constitution or by acts of congress the law to be applied in any case is the law of the state C. holding that the rights and duties of the united states on commercial paper which it issues are governed by federal law and that in the absence of an applicable act of congress it is for the federal courts to fashion the governing rule of law according to their own standards D. holding that congress did not authorize the states to enforce federal law where it gave states regulatory control through enforcement of their own laws E. holding that states may enforce their own laws for disabled children and are not limited to the minimum standards of the federal law

assistant: The best answer is C. holding that the rights and duties of the united states on commercial paper which it issues are governed by federal law and that in the absence of an applicable act of congress it is for the federal courts to fashion the governing rule of law according to their own standards
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 ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of FASB Statement 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $1,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of FASB Statement 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $1,000,000 the fair market value of the assets of all such underfunded Plans.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

assistant: Remedies
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: Subject to termination under Section 4, this Agreement shall be effective for the period beginning on the Effective Date and continuing until the third anniversary of the Effective Date. The term of this Agreement shall automatically renew for periods of one-year, unless either party gives written notice to the other party at least 30 days prior to the end of the then existing term or any one-year renewal period, that the term of the Agreement shall not be further extended. The period commencing on the Effective Date and ending on the date on which the term of the Agreement terminates in accordance with this Section 1 or upon termination of employment in accordance with Section 4 is referred to hereinafter as the “Term.” Nothing in this Agreement shall be construed as giving the Executive any right to be retained in the employ of the Company, and the Executive specifically acknowledges that the Executive shall be an employee-at-will of the Company, and thus subject to discharge at any time by the Company with or without Cause (as defined in Section 4) and without compensation of any nature except as provided in Section 5 below.

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 legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

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 case excerpt and choose the best holding from the options. Case excerpt: which, given the pleadings in this case, is how the occupants of Toyota vehicles allegedly were injured in the underlying cases and will be the focus at trial. See Moore v. Pulmosan Safety Equip. Corp., 278 S.W.3d 27, 38 (Tex.App.-Houston [14th Dist.] 2008, pet. denied) (concluding, in products liability action, that no substantial connection existed between defendant’s contacts with Texas and operative facts of litigation because focus of trial would be on injury allegedly caused in Louisiana by a defective product that was manufactured in New York). None of these activities establish contacts that bear a substantial connection to the operative facts of this litigation. See Info. Servs. Grp., Inc. v. Rawlinson, 302 S.W.3d 392, 401 (Tex.App.-Houston [14th Dist.] 2009, pet. denied) (<HOLDING>); Yfantis v. Balloun, 115 S.W.3d 175, 183 Options: A. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied B. holding that specific jurisdiction requires plaintiff to show that defendants forum contacts be related directly to the subject of the lawsuit C. holding licensing agreement between defendant and nonparty texas resident was not relevant to specific jurisdiction D. holding no specific jurisdiction where alleged tortious conduct was not related to defendants contacts with texas E. holding defendants ownership interest in texas company that was not party to lawsuit was not relevant to specific jurisdiction

assistant: The best answer is E. holding defendants ownership interest in texas company that was not party to lawsuit was not relevant to specific 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: (1) Subject to Section 2.19(c), the Borrower agrees to pay to the Administrative Agent for the account of each Lender an Unused Fee, which shall accrue at the Applicable Rate per annum on the daily unused amount of the Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. For purposes of determining the unused amount of any Lender’s Commitment, the amount of such Lender’s Swingline Exposure shall be deemed to be unused. Accrued Unused Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All Unused Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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: The Company shall reimburse Executive for all reasonable out-of-pocket business, travel and entertainment expenses incurred by Executive in the performance of the duties and responsibilities hereunder. Such reimbursement shall be subject to the Company’s normal policies and procedures for expense pre-approval and verification, documentation and reimbursement.

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: "Confidential Information" of a disclosing party ("Discloser") means the following, regardless of its form and including copies made by the receiving party ("Recipient"), whether the Recipient becomes aware of it before or after the date of this Agreement:  disclosed by the Discloser to the Recipient or of which the Recipient becomes aware, including but not limited to, the information specified in Schedule 1; Neither party may make any public announcement or press release concerning the purpose or this agreement without the prior written consent of the other party.  the fact that the parties are discussing a Project or Opportunity;  the status of the Project or Opportunity; and  the fact that the parties have made information available to each other and are inspecting or evaluating that information;

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: Waiver by a Party of a breach hereunder by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provision. No delay or omission by a Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder shall operate as a waiver of any right, power or privilege by such Party. No waiver shall be effective unless made in writing with specific reference to the relevant provision(s) of this Agreement and signed by a duly authorized representative of the Party granting the waiver.

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: Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents and to perform all its respective Obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and of the Other Documents (a) are within such Loan Party’s corporate (or other organizational) powers, have been duly authorized, are not in contravention of law or the terms of such Loan Party’s Organic Documents or to the conduct of such Loan Party’s business or of any material agreement or undertaking to which such Loan Party is a party or by which such Loan Party is bound, and (b) will not conflict with nor result in any breach in any of the provisions of or constitute a default under or result in the creation of any Lien (except Permitted Encumbrances) upon any asset of such Loan Party under the provisions of any Organic Document or other instrument to which such Loan Party or its property is a party or by which it may be bound.

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: Unless otherwise expressly stated to the contrary in this Agreement, the representations and warranties of the Parties set forth herein shall be true as of the Effective Date and the date of each Closing, and shall survive each Closing and delivery of each Grant Deed for a period of six (6) months. Seller shall notify Buyer in writing immediately if any representation made by Seller becomes untrue or misleading in light of information obtained by Seller after the Effective Date and prior to Closing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Hunt, 475 U.S. 355, 363, 106 S.Ct. 1103, 89 L.Ed.2d 364 (1986)) ("CERCLA is not ... ‘a model of legislative draftsmanship’ "); Uniroyal Chem. Co., 160 F.3d at 246; Artesian Water Co. v. Gov’t of New Castle County, 851 F.2d 643, 648 (3d. Cir.1988) ("Artesian II") ("CERCLA is not a paradigm of clarity or precision. It has been criticized frequently for inartful drafting and numerous ambiguities attributable to its precipitous passage."); United States v. Mottolo, 605 F.Supp. 898, 902 (D.N.H.1985) ("Mottolo II") ("CERCLA has acquired a well-deserved notoriety for vaguely-drafted provisions”). 97 . Pakootas, 452 F.3d at 1081 (internal quotes and ellipses omitted). 98 . See, e.g., Cadillac Fairview/Calif., Inc. v. United States, 41 F.3d 562, 565 (9th Cir.1994); Aceto, 872 F.2d at 1381-82 (<HOLDING>); NEPACCO, 810 F.2d at 743 (holding that Options: A. holding authority to control limits duty to control B. holding that ownership or possession or actual control is needed C. recognizing that enhancement requires control over a participant in the scheme not only control over the scheme itself D. holding that cerclas statutory scheme makes authority to control handling and disposal critical but not squarely addressing the ownership or possession requirement issue E. holding that the circuit courts statutory power in a divorce suit did not inherently extend to the disposal of the personal property of a party

assistant: The best answer is D. holding that cerclas statutory scheme makes authority to control handling and disposal critical but not squarely addressing the ownership or possession requirement issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a writ of mandamus, and we dismiss for lack of jurisdiction their appeal of the JPML Order. B. MDL Court Remand Orders Appellants contend that the MDL Court erred in determining which claims were remanded to the transferor courts under the JPML Order. They argue that the MDL Court exceeded its authority in deciding which claims were remanded. They also argue that the MDL Court was inconsistent in determining which claims were remanded to the transferor courts under the JPML Order. They made neither argument to the MDL Court. Generally, arguments not raised in the district court will not be considered for the first time on appeal. Exxon Shipping Co. v. Baker, 554 U.S. 471, 487, 128 S.Ct. 2605, 171 L.Ed.2d 570 (2008); see also Pinney v. Nokia, Inc., 402 F.3d 430, 452 (4th Cir.2005) (<HOLDING>). We see no reason to depart from our general Options: A. holding that appellant waived issue by failing to raise it in opening brief B. holding the appellant waived the issue of return of property by failing to raise it following trial or sentencing for the underlying crimes C. holding that the defendant waived an argument by failing to raise it in his appellants brief D. holding that plaintiffs had waived the issue of remand by failing to raise it with the jpml or the district court E. holding that a defendant waived a sentencing issue by failing to object in district court

assistant: The best answer is D. holding that plaintiffs had waived the issue of remand by failing to raise it with the jpml or the district court
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: jurisdiction’ method, [a variant of the present division method of deferred distribution] the trial court reserves jurisdiction to distribute the pension until benefits have matured. Once matured, the trial court will determine the proper share to which each party is entitled and divide the benefits accordingly. McDermott v. McDermott, supra, 150 Vt. 259-60 (such a method allows a court ‘to base its distribution upon actual figures [as to what benefits are being paid] rather than assumptions as to retirement age and other variables’); 2 Valuation and Distribution of Marital Property, supra, § 23.02 [4], pp. 23-21 through 23-25; 3 Family Law and Practice, supra, § 37.11 [2] [b], pp. 37-163 through 37-164; see also Whitfield v. Whitfield, 222 N.J. Super. 36, 48, 535 A.2d 986 (1987) (<HOLDING>).” (Citation omitted; emphasis added.) Krafick Options: A. recognizing but disapproving reserved jurisdiction approach to pension valuation and distribu tion B. recognizing that some states it should be noted have adopted a hybrid approach C. holding that the clause at issue granted jurisdiction but not exclusive jurisdiction D. holding order in dependency proceeding was nonfinal where order reserved jurisdiction to determine integrallyrelated visitation and support issues E. holding order was nonfinal where order reserved jurisdiction to determine integrallyrelated visitation and child support issues

assistant: The best answer is A. recognizing but disapproving reserved jurisdiction approach to pension valuation and distribu tion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you submit comments , ideas , or feedback to us , you agree that we can use , disclose , reproduce , distribute , and exploit them without any restriction or compensation to you .

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: Except as set forth in Schedule 4.7, there is no suit, action or litigation by any Person by or before any Governmental Authority, and no legal, administrative or arbitration proceedings, pending, or to Seller’s Knowledge, threatened against Seller or the Assets.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: these pages , the content and infrastructure of these pages , and the online reservation service provided on these pages and through the website are owned , operated and provided by booking.com b.v. and are provided for your personal , non-commercial use only , subject to the terms and conditions set out below .

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: No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. No provision of this Agreement may be waived except pursuant to a writing executed by the waiving Party.

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: Except as otherwise modified or amended herein, the parties hereby ratify and confirm that the terms and conditions of the Original Warrant and Purchase Agreement remain in full force and effect. In the event of any conflict between the provisions of this Agreement and the Original Warrant or the Purchase Agreement, the provisions of this Agreement will control. This Agreement, the Original Warrant and the Purchase Agreement represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the other Loan Documents represent the entire agreement of the Granting Parties, the Collateral Agent, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Granting Parties, the Collateral Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

assistant: Integration
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: in countries where the following types of exclusions are n't allowed , we 're responsible to you only for losses and damages that are a reasonably foreseeable result of our failure to use reasonable care and skill or our breach of our contract with you .

assistant: Limitation of liability
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 representations and warranties of Rhino and Rhino GP contained in Section V shall be true and correct in all respects, in each case both as of the date of this Agreement and as of the Closing Date, as if made at and as of such time, except to the extent that Section V specifies that such representations and warranties are made as of a particular date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: parte Bole was a case of first impression; cases from other jurisdictions, however, support this Court’s rationale in Ex parte Bole. See, e.g., Seefried v. Hummel, 148 P.3d 184, 188 (Colo.App.2005) (“As relevant here, the court determined that the statements which gave rise to plaintiffs' claims were issued within the 'constitutionally protected context’ of the First Amendment of the United States Constitution because they occurred during a church meeting that concerned the ‘investigation, discipline and discharge of Richard and James Seefried.' The court, consequently, declined to exercise subject matter jurisdiction over these claims. Plaintiffs contend that this was error as a matter of law. We agree with the trial court.”); Yagg od, 237 Mich.App. 567, 603 N.W.2d 816, 822-23 (1999) (<HOLDING>); Minnesota: Mulinix v. Mulinix, No. C2-97-297 Options: A. holding that claim of breach of fiduciary duty against pastor for sexual relationship with parishioner during the course of pastoral counseling was tantamount to impermissible clergy malpractice claim B. holding that negligence claims against clergy member and religious organization for alleged sexual relationship during the course of a counseling relationship were tantamount to impermissible clergy malpractice claim C. holding that first amendment barred parishioners negligent hiring and supervision and breach of fiduciary duty claims against pastor and church for sexual contact that occurred between pastor and parishioner during the course of a counseling relationship D. holding that first amendment barred adult parishioner who engaged in sexual relationship with priest during the course of pastoral counseling from bringing intentional infliction of emotional distress negligence and breach of fiduciary duty claims E. holding that first amendment barred adults breach of fiduciary duty claim against pastor for actions that occurred when parishioner was a minor

assistant: The best answer is A. holding that claim of breach of fiduciary duty against pastor for sexual relationship with parishioner during the course of pastoral counseling was tantamount to impermissible clergy malpractice claim
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: prejudice defendants because it would moot their motion for change of venue and preclude referral to the Delaware Bankruptcy Court. f. Right to Jury Trial The one Drexel factor weighing in favor of remand is the possibility that RCI’s right to a jury trial might be compromised. Pursuant to 28 U.S.C. § 157(e), a bankruptcy court may only conduct a jury trial if both parties expressly consent and a special designation of jurisdiction is granted by the district court. Thus, to the extent that the right to a jury trial may apply to this action, RCI would not be entitled to a jury trial as of right in the Bankruptcy Court. However, because every other Drexel factor weighs against remand, the jury factor alone does not tip the balance in favor of remand. See Nemsa, 1995 WL 489711, at *8 (<HOLDING>). Therefore, RCI’s motion for equitable remand Options: A. recognizing that parties had right to trial by jury in trespass action but holding that parties waived that right under cr 3804 by not filing a demand for a jury trial B. recognizing that plaintiff would have no right to jury trial in bankruptcy court but declining to remand under section 1452b C. holding that debtors have no right to jury trial on malpractice claims against their attorneys D. holding defendant to a preference action has a right to a jury trial pursuant to the seventh amendment of the united states constitution but that right can be waived by filing a claim in the bankruptcy proceedings E. recognizing the right to waive a jury trial

assistant: The best answer is B. recognizing that plaintiff would have no right to jury trial in bankruptcy court but declining to remand under section 1452b
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 Purchase Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein. All of the rights granted to an Investor pursuant to any Transaction Document with the Company are cumulative and not exclusive.

assistant: Entire Agreements