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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Confidentiality Agreement, and the Stock Option Agreements shall represent the entire agreement of the parties with respect to the arrangements contemplated hereby. No prior agreement, whether written or oral, shall be construed to change, amend, alter, repeal or invalidate this Agreement. This Agreement may be amended only by a written instrument executed in one or more counterparts by the parties.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: this agreement , and any dispute between you and the company , shall be governed by the laws of the state of texas without regard to principles of conflicts of law , provided that this arbitration agreement shall be governed by the federal arbitration act .

assistant: Choice of 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: Brooks, 141 S.W.3d at 162. Although Rule 39 provides for joinder in mandatory terms, “there is no arbitrary standard or precise formula for determining whether a particular person falls within its provision.” Cooper v. Tex. Gulf Indus., Inc., 513 S.W.2d 200, 204 (Tex.1974); see Kodiak Res., Inc., 361 S.W.3d at 248-49; Longoria, 255 S.W.3d at 180. In this regard, we note that the trial court has “broad” discretion in deciding matters regarding joinder. Royal Petroleum Corp. v. Dennis, 160 Tex. 392, 332 S.W.2d 313, 317 (Tex.1960); Longoria, 255 S.W.3d at 180. Similarly, the standard of review on severance is abuse of discretion. In re Allstate Tex. Lloyds, 202 S.W.3d 895, 899 (Tex.App.-Corpus Christi 2006, no pet.). Appellees assert that joinder of the McAdams and Chilcoat 477 (1942) (<HOLDING>); Kodiak Res., Inc., 361 S.W.3d at 248-49 Options: A. recognizing that other courts have applied rule 8b to cases involving multiple defendants but stating that it seems to us that contrary to the jurisprudence in other circuits when a joinder of offenses charged against the same defendant is challenged the literal meaning of the rule 8 requires application of rule 8a irrespective of whether multiple defendants are involved in the case B. holding under prior rule regarding joinder that royalty owners under the other lease contracts in a unitized block are necessary parties to suit under prior version of rule 39 C. holding that a case may be dismissed sua sponte under rule 12b6 prior to service without motion by defendants or briefing by the parties D. recognizing rule E. holding that a necessary party under rule 19a would be entitled a priori to intervene as of right under rule 24a

assistant: The best answer is B. holding under prior rule regarding joinder that royalty owners under the other lease contracts in a unitized block are necessary parties to suit under prior version of rule 39
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 may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Any signature page delivered by a facsimile machine shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment thereto.

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: SBA acknowledges and agrees that (i) certain of the information contained herein, including the existence and terms of this Agreement, is of a confidential nature and constitutes material non-public information under United States federal securities laws, (ii) United States federal securities laws prohibit any person who has received material non-public information relating to the Issuer from purchasing or selling securities of the Issuer, or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of the Issuer, and (iii) until such time as any such non-public information has been adequately disseminated to the public, SBA shall not purchase or sell any securities of the Issuer, or communicate such information to any other person or entity, other than its personal financial and legal advisors for the sole purpose of evaluating the entering into and the consummation of the transactions contemplated hereby, or the Office of SBA Inspector General or to any federal agency, department or federal institution with a lawful reason for requiring SBA to supply such information.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and that because “the task of deciding foreign law is a chore federal courts must often perform ... the application of foreign law should not be ascribed undue importance.” Mercier II, 981 F.2d at 1357 (internal quotation and citation omitted). On occasion, the First Circuit has gone so far as to hold that the application of foreign law should be given “little weight” in determining a forum non conveniens motion. See Nowak v. Tak How Invs., Ltd., 94 F.3d 708, 721 (1st Cir.1996), cert. denied, 520 U.S. 1155, 117 5.Ct. 1333, 137 L.Ed.2d 493 (1997). Therefore, while the application of Korean law i 3417587, at *16 (D.N.H. Oct. 16, 2009) (finding that plaintiffs residence in forum contributed to “local interest” in case); Philipps v. Talty, 555 F.Supp.2d 265, 271-2 (D.N.H.2008) (<HOLDING>). In the instant case, both Massachusetts and Options: A. holding that the defendants burden at this stage is one of production not one of persuasion B. holding that in the absence of a statute providing immunity the defense of sovereign immunity is not available to a municipal corporation in an action for damages alleged to be caused by the tortious conduct of the municipality C. recognizing that pennsylvania had no interest in denying its residents the greater damages available under new jersey consumer fraud statutes for claims against a new jersey seller D. holding one cannot grant an easement to oneself one can only reserve such interest in land granted to another E. recognizing one potential forums interest in providing redress for injuries caused by one of its residents emphasis added and alternate forums interest in providing redress for harm caused to one of its residents

assistant: The best answer is E. recognizing one potential forums interest in providing redress for injuries caused by one of its residents emphasis added and alternate forums interest in providing redress for harm caused to one of its residents
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the enumerated “economical mineral resources.” Colo. Sess. Laws 1907, ch. 78, § 2(1) at 168 (emphasis added). C. Treatises and Other Sources We also note that other authorities similarly support our conclusion that the term “minerals” includes oil and gas. According to a widely cited treatise on oil and gas law, a significant majority of states holds that a reservation of minerals includes oil and gas unless other language in the instrument limits the definition of minerals so as to exclude them. However, “there is very limited authority for the proposition that the term ‘minerals’ is ambiguous as to whether or not oil and gas are included or excluded and hence extrinsic evidence may be admitted to resolve the ambiguity.” 1 H. Williams & C. Meyers, Oil & Gas Law §§ 219.1 & 219.4 (1978) (<HOLDING>). See also Reeves, The Meaning of the Word Options: A. recognizing the majority rule B. recognizing that although there are at least four approaches to construing the term minerals in deed reservations the clear majority view is that minerals includes oil and gas C. holding that because the purchase price typically is not included in the deed this term of the contract of sale is not merged with the deed D. recognizing that although the term good cause is undefined it is at least as demanding as the excusable neglect standard E. holding that the majority view is that employers are not liable for theft committed by employees

assistant: The best answer is B. recognizing that although there are at least four approaches to construing the term minerals in deed reservations the clear majority view is that minerals includes oil and gas
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the fourth Baker factor supports applying the political question doctrine. 4. Potentiality of embarrassment from multifarious pronouncements In Alperin, the Ninth Circuit held that this factor did not apply because its suit was the “only game in town” and that the Executive had not been involved in any “negotiations, agreements, or settlements” regarding the matters before the court. 410 F.3d 532, 558. As with the fourth factor, the court noted that the State Department had not yet filed a statement of interest in the case. Id.See also Sarei, 221 F.Supp.2d at 1196-98 (applying the sixth Baker factor due, in part, to the filing of a statement of interest). Unlike Sarei, the Court finds that the instant case does not implicate the sixth Baker factor. See also In re Agent Orange, at 72 (<HOLDING>). While the State Department has made it clear Options: A. holding that courts apply the procedural law of the forum and the substantive law of the jurisdiction originating the claim B. holding that in diversity cases federal courts are to apply state substantive law and federal procedural law C. holding that the sixth baker factor did not apply because it raises issues that courts are structured and empowered to decide the nature and applicability of substantive international law and domestic tort law D. holding that federal courts should apply state substantive law E. holding that international law provides substantive law for atca cases

assistant: The best answer is C. holding that the sixth baker factor did not apply because it raises issues that courts are structured and empowered to decide the nature and applicability of substantive international law and domestic tort 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 legal provision and list the applicable contract clause categories. Provision: This Agreement, all schedules attached hereto and the Escrow Agreement, is intended as the complete and exclusive statement of the agreement between Purchaser and Vendor with respect to the subject matter hereof, and supersede all prior agreements and negotiations related thereto.

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: Seller is duly formed, validly existing, and in good standing under laws of the state of its formation. Seller has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained. All requisite action has been taken by Seller in connection with the entering into of this Agreement and the instruments referenced herein and the consummation of the transactions contemplated hereby. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof.

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: Except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect, each ERISA Affiliate has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and is in compliance in all respects with the presently applicable provisions of ERISA and the Code with respect to each Plan. No ERISA Affiliate has (i) sought a waiver of the minimum funding standard under Section 412 of the Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, in any such case, which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums due but not delinquent under Section 4007 of ERISA.

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: EACH OF PARENT, MERGER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is “to guarantee an effective advocate for each criminal defendant rather than to ensure that a defendant will inexorably be represented by the lawyer whom he prefers.” Id. That is particularly true where, as here, conflict-of-interest concerns intersect the Sixth Amendment debate. Trial courts “face the prospect of being ‘whipsawed’ by assertions of error no matter which way they rule,” id. at 161, 108 S.Ct. at 1698—accused on direct appeal of depriving a defendant of his Sixth Amendment right to retained counsel (if the court disqualifies counsel) or challenged on collateral habeas review of violating the defendant’s Sixth Amendment right to effective assistance of counsel (if the court refuses to disqualify counsel). See United States v. Williams, 81 F.3d 1321, 1324 (4th Cir.1996) (<HOLDING>). Given these competing constitutional Options: A. holding that the determination of whether statements are excited utterances is within the trial courts discretion and its ruling will be reversed only for an abuse of that discretion B. holding that a rule 11 sanctions award need only be appropriate thereby according broad discretion to the trial court C. holding that rule 403 determination may be reversed for abuse of discretion only upon showing that trial courts ruling was manifestly unsupported by reason or could not have been result of reasoned decision D. holding that although trial court has broad discretion to define scope of discovery it can abuse its discretion by acting unreasonably E. holding that a trial court must have sufficiently broad discretion to rule without fear of being reversed by either pull of the whipsaw

assistant: The best answer is E. holding that a trial court must have sufficiently broad discretion to rule without fear of being reversed by either pull of the whipsaw
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: from UIM insurers are void as contrary to public policy); Shaw v. Continental Ins. Co., 108 Nev. 928, 840 P.2d 592, 594 (1992) (noting that underinsured endorsement carriers usually will not be prejudiced if they receive a credit for the full limits of the tortfeasor's liability policy); Mann v. Farmers Ins. Exch., 108 Nev. 648, 836 P.2d 620, 621 (1992) (noting that insureds may have valid reasons for accepting a léss-than-lim-its settlement and requiring them to exhaust policy limits would increase litigation costs and promote delay); Hamilton v. Farmers Ins. Co. of Wash., 107 Wash.2d 721, 733 P.2d 213, 216 (1987) (en banc) (explaining t W.2d 465, 467-68 (Mo.App.1993) (enforcing UIM policy exhaustion clauses as written); Ploen v. Union Ins. Co., 253 Neb. 867, 573 NW.2d 436, 443 (1998) (<HOLDING>); Castle v. Williamson, 192 W.Va. 641, 453 Options: A. holding that should is a preferential rather than mandatory word and that contract provision stating that parties should settle disputes in a particular forum was not a mandatory selection clause B. holding that the interests of two insurance companies were adverse under wis stat 102231a 19891990 relating to workers compensation when the respective liability of the two insurance companies depends on the determination of the date of injury C. holding that tjhere is no question that parties to a contract may agree to limit their respective remedies and that those remedies need not be the same if the contract provision is reasonable D. holding that a law which regulates what terms insurance companies can place in their policies regulates insurance companies E. holding that insurance companies may limit their own liability through freedom of contract although exhaustion clauses may encourage parties to litigate rather than settle such decisions were better left to the legislature

assistant: The best answer is E. holding that insurance companies may limit their own liability through freedom of contract although exhaustion clauses may encourage parties to litigate rather than settle such decisions were better left to the legislature
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: Executive may not voluntarily or by operation of law assign, hypothecate, delegate or otherwise transfer or encumber all or any part of his rights, duties or other interests in this Agreement without the prior written consent of Employer, which consent may be withheld in Employer's sole and absolute discretion. Any such transfer in violation of this paragraph is void. Subject to the foregoing and any other restrictions on transferability contained in this Agreement, this Agreement is binding on and inures to the benefit of the successors-in-interest and assigns of each party to this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by those other than the investor are the undeniably significant ones, those essential managerial efforts which affect the failure or success of the enterprise. 474 F.2d at 482 (emphasis added). This court was faced with an identical scheme (in fact, a subsidiary of Glenn W. Turner Enterprises) in Securities and Exchange Commission v. Koskot International, Inc., supra. After considering the historical derivation of the Howey standard and its development in recent years, we adopted the test explicated by the Ninth Circuit in Turner and held the scheme to be an investment contract. 497 F.2d at 479-85. Moreover, the Supreme Court has altogether omitted the word “solely” in its most recent formulation of the investment contract definition. In United Housing Foundation, Inc. v. Forman, supra (<HOLDING>) (appeal from the granting of a motion to Options: A. holding that stock in a housing cooperative that entitled the owner to the use of an apartment but not to any cash return was not a security B. holding in action for breach of contract caused by wrongful foreclosure and sale of shares of stock plaintiff was entitled to recover the fair market value of the stock at the time of its sale C. holding stock dividend payable to actual owner not owner of record D. holding that in the context of a rule 10b5 claim when the merger was approved and the exchange of securities occurred the owner of stock had in effect purchased a new security and paid for it by turning in his old one E. holding that a stock sale with similar characteristics was merely an exchange of cash that could be disregarded for incometax purposes

assistant: The best answer is A. holding that stock in a housing cooperative that entitled the owner to the use of an apartment but not to any cash return was not a security
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: Attached hereto as Schedule 2.1(l) are true, complete and correct copies of the unaudited balance sheet and statement of income for Seller for the years ended December 31, 2017 and 2018 (the balance sheet as of December 31, 2018 being the “ Most Recent Balance Sheet ” and the date of such balance sheet being the “ Most Recent Balance Sheet Date ”) (such balance sheets and statements being referred to collectively as the “ Financial Statements ”). Each of the Financial Statements (including the notes thereto, if any) are true, complete and correct, have been prepared from, and are consistent with, the books and records of Seller (which are correct and complete in all material respects), and present the financial condition of the Seller in accordance with the Seller’s historical practices as of the dates thereof and the operating results and cash flows for the periods of Seller then ended. Seller does not have any indebtedness for borrowed money pertaining to the Business except for indebtedness that will be paid off at Closing in accordance with Section 1.5 .

assistant: Financial 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 case excerpt and choose the best holding from the options. Case excerpt: the administrative claim. Plaintiff maintains that it was not until early September of 1998 that she became aware that Defendant had decided to recruit substantially younger employees instead of her. Moreover, Plaintiff claims that her lack of diligence in discovering the true reason for her dismissal was hindered by Defendant’s alleged misrepresentations concerning the possibility of future employment. Thus, Plaintiff argues that the limitations period should be tolled until she became aware of the alleged facts that led to her termination due to Defendant’s misrepresentations. In support of this argument, Plaintiff cites a line of Fifth Circuit Court of Ap peals cases standing for the above-stated proposition. Reeb v. Economic Opportunity Atlanta Inc., 516 F.2d 924 (5th Cir.1975) (<HOLDING>); Coke v. General Adjustment Bureau Inc., 640 Options: A. holding that the charge was timely when filed within the statute of limitations period even though served after the period B. holding that the limitations period should be tolled because plaintiff was told in his severance report that he might be reinstated C. holding that the limitations period should be tolled until the plaintiff became aware of the facts necessary to support a charge of discrimination D. holding that the statute of limitations should be tolled until both the motion for ifp and the motion for counsel are ruled upon E. holding that the limitations period is not tolled while a federal habeas petition is pending

assistant: The best answer is C. holding that the limitations period should be tolled until the plaintiff became aware of the facts necessary to support a charge of discrimination
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 disclosed to the Purchaser, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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: This Assignment may be executed in one or more originals, but all of which together shall constitute one and the same instrument. An executed original of this Assignment containing complete copies of all exhibits is being filed of record in the county in which the Properties are located.

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: Except as has not prevented, materially delayed or impaired, and would not reasonably be expected to prevent, materially delay or impair, the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement, (i) there is no Proceeding pending or, to the Knowledge of Parent, threatened against, or pending or, to the Knowledge of Parent, threatened material governmental or regulatory investigation of, Parent or any of its Subsidiaries and (ii) there is no injunction, order, judgment, ruling, decree or writ of any Governmental Entity outstanding or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries.

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 provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All indemnities set forth herein including, without limitation, in Sections 1.04, 3.04, 10.07 and 11.01 shall survive the execution and delivery of this Agreement and the repayment of the Obligations and the termination of the Total Commitment.

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: determination of whether equity exists to support the second lien depends on the valuation of both the first secured claim and the collateral. Fairness and common sense require that both of these valuations be made as of the same date; otherwise, the comparison fails. Accordingly, cases where courts have considered the proper date of valuation for purposes of determining whether equity is available to support a junior lien are relevant to the Court’s consideration of this issue. The Debtors cite four cases in their submission, one of which is inapplicable and two of which actually support the Defendant’s position. One of the cases does not address the proper timing of the valuation of the first lienholder’s claim or of the collateral. In re Dolinak, 497 B.R. 15 (Bankr.D.N.H.2013)(<HOLDING>). Another holds that the proper date for Options: A. holding that a wholly unsecured junior mortgage lien can be avoided under nobelman B. holding that a wholly unsecured junior mortgage on chapter 13 debtors residence could not be stripped down into an unsecured claim by debtors plan C. holding that an allowed wholly unsecured consensual junior lien may not be stripped off in a chapter 7 case D. holding that a socalled chapter 20 debtor may strip off a wholly unsecured junior lien E. holding that a debtors right to strip off a wholly unsecured lien is conditioned on the debtors obtaining confirmation of and performing under a chapter 13 plan that meets all of the statutory requirements rather than on a debtors discharge

assistant: The best answer is D. holding that a socalled chapter 20 debtor may strip off a wholly unsecured junior lien
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it does not mention any investigation or specify any infraction that was allegedly committed by the manager. (Pl.’s Ex. 19.) The other source is Roun-tree’s own testimony, which fails to provide any detail about any charges against the white manager, but instead it focuses on the family considerations that purportedly informed the decision to allow the man to remain closer to Richmond. (Pl.’s Ex. 18 at 065, Def.’s Ex. 33 at 175-76.) Reading the record in Rountree’s favor, all he has shown is that another man with family concerns was detailed closer to home. Without evidence about the reasons for the detail or the nature of the alleged infractions, plaintiff has not carried his burden of showing that the other manager was in fact similarly situated. See George, 407 F.3d at 415-16 (<HOLDING>). As to Newbill’s purported treatment of black Options: A. holding that the court had an adequate record to grant the defendants motion for summary judgment because the relevant evidence would have been in plaintiffs possession B. holding that the trial court may not grant summary judgment on a ground not raised in the motion C. holding that trial court may not grant summary judgment by default when the movants summary judgment proof is legally insufficient D. holding that summary judgment is not appropriate if there is a genuine dispute about a material fact E. holding that where record evidence specified the comparative alleged infractions of the relevant individuals but where the accuracy of those allegations was in genuine dispute a court may not grant summary judgment

assistant: The best answer is E. holding that where record evidence specified the comparative alleged infractions of the relevant individuals but where the accuracy of those allegations was in genuine dispute a court may not grant summary judgment
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, Intrexon hereby agrees to exchange the Debt for the issuance of One Hundred (100) shares of Series C Preferred Stock at the Per Share Exchange Price by the Company to Intrexon having a stated value equal to the amount of the Debt (the “ Conversion Securities ”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 applicable to the Closing, the Closing shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree. When issued to Intrexon at the Closing, the Conversion Securities will be deemed to have been issued in full satisfaction and payment of the Debt owed by the Company to Intrexon.

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: Nor did the district court err in failing to adopt as establishing a timely filing" the EEOC’s issuance of a right to sue letter. This form letter contains no statement that the EEOC found the plaintiffs’ charge timely nor any guarantee that a court action based on the charge would be found timely. Even if it had contained such a statement, the district court is not bound by EEOC determinations. See Williams v. Nashville Network, 132 F.3d 1123, 1129 (6th Cir.1997) (finding “no abuse of discretion in the district court’s decision to exclude [an] EEOC letter” from evidence where there was “little if any basis for the district court to conclude that the report had any probative value”); see also EEOC v. Ford Motor Co., 1996 WL 557800, at *12 (6th Cir. Sept. 30, 1996) (unpublished) (<HOLDING>). The district court was not required to Options: A. holding that a district court does not err as a matter of law by categorically refusing to admit eeoc cause determinations in either bench and sic jury trials B. holding that the trial court did not err in refusing to give the defendants tendered instruction regarding the voluntariness of his confession C. holding that the district court did not err by refusing to allow the defendant to absent himself from the trial at which his identification would be an integral issue D. holding that trial court did not err E. holding that trial court did not err by refusing to enforce mediated settlement agreement that contained an illegal provision

assistant: The best answer is A. holding that a district court does not err as a matter of law by categorically refusing to admit eeoc cause determinations in either bench and sic jury trials
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. The venue for any action taken with respect to the Agreement shall be any state or federal court in New York County in the State of New York. The Company hereby appoints, without power of revocation, Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, NY 10105, Fax No.: (212) 370-7889, Attn: Stuart Neuhauser, Esq., as their respective agent to accept and acknowledge on its behalf service of any and all process which may be served in any action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

assistant: Governing 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: Borrower shall use proceeds of the Loan to (i) pay and discharge (or cause the assignment to Lender of) the Prior Loan, (ii) pay all past-due Taxes, Insurance Premiums and Other Charges, if any, in respect of the Property, (iii) pay costs and expenses incurred in connection with the closing of the Loan, and (iv) to the extent any proceeds remain after satisfying clauses (i) through (iii) above, for such lawful purpose as Borrower shall designate, provided such purpose does not violate the terms of any Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not materially less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and the Restricted Subsidiaries not involving any other Affiliate, (c) loans or advances to employees in the ordinary course of business, (d) payroll, travel and similar advances to cover matters in the ordinary course of business, (e) the payment of fees to directors of the Borrower or any Subsidiary who are not employees of the Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or the Subsidiaries in the ordinary course of business, (f) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors, (g) employment and severance arrangements entered into in the ordinary course of business between the Borrower or any Subsidiary and any employee thereof and approved by the Borrower’s board of directors, (h) any payments made pursuant to the Management Agreements, (i) any Restricted Payment permitted by Section 6.06, (j) transactions expressly permitted under any Securitization Document, (k) transactions expressly permitted by Section 6.03(a) and Sections 6.04(a)(ii) and (a)(iii), (l) management and other similar services and arrangements performed in the ordinary course of business by the Borrower or any Restricted Subsidiary in favor of the Borrower or any other Restricted Subsidiary, (m) transactions as may be disclosed in the public reports of the Borrower filed or furnished with the SEC prior to the date of this Agreement, (n) any transactions that are otherwise approved by the board of directors of the Borrower or such Restricted Subsidiary, (o) investments of cash and Cash Equivalents in Unrestricted Subsidiaries and (p) transactions set forth on Schedule 6.07 .

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: The Corporation shall make reasonable efforts to comply with all applicable federal, provincial and state securities laws; provided , however , notwithstanding any other provision of the Plan and this Agreement, the Corporation shall not be obligated to issue any Common Shares pursuant to this Agreement if the issuance thereof would result in a violation of any such law. The Option shall not be exercisable if such exercise would involve a violation of any law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: bodily injury claims that were alleged to be the result of physical assault and battery. An we noted, providing for such insurance is not against public policy, and some courts have not precluded coverage even where the insured has been convicted of a crime. See, e.g., Nationwide Mut. Ins. Co. v. Machniak (1991), 74 Ohio App.3d 638, 641, 600 N.E.2d 266 (felonious-assault conviction does not affirmatively establish intent to harm for purposes of insurance coverage). {¶ 112} We have previously stressed the general presumption that arises in connection -with insurance contracts. Specifically, an item not “clearly excluded from the operation of such contract is included in the operation thereof.” WAS, Inc. v. Alea London, Ltd., 161 Ohio App.3d 111, 2005-Ohio-2533, 829 N.E.2d 727, at ¶ 9 (<HOLDING>). {¶ 113} The exclusions from coverage in the Options: A. holding that claims were clearly excluded from coverage under assault and battery exclusion and therefore insurer had no duty to defend or indemnify B. holding that an insurer had no duty to defend in the absence of any cause of action amounting to a potentially covered offense under the insurance policy C. holding that insurer had a continuing duty to defend D. holding that liability insurer had duty to defend insured against complaint that alleged intentional tort and negligence in the alternative even when policy excluded coverage for intentional torts E. holding that coverage arguably existed under an insurance policy for claims against an employer and employees for an alleged assault and battery of bar patrons and that the insurer had a duty to defend

assistant: The best answer is E. holding that coverage arguably existed under an insurance policy for claims against an employer and employees for an alleged assault and battery of bar patrons and that the insurer had a duty to defend
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: plead guilty, because without that knowledge their decisions were not based upon all of the relevant facts. Although the Supreme Court has held that the Sixth Amendment does not require a correct assessment of the risks and benefits of pleading guilty as opposed to proceeding to trial, it recognizes that counsel must at least be aware of such risks, especially where the lack of awareness directly impacts the reasoning behind whatever advice is provided. See McMann v. Richardson, 397 U.S. 759, 770, 90 S.Ct. 1441, 25 L.Ed.2d 763 (1970) (“Questions like these [relating to the risks of trial] cannot be answered with certitude; yet a decision to plead guilty must necessarily rest upon counsel’s answers, uncertain as they may be.”); United States v. Hanley, 906 F.2d 1116, 1121 (6th Cir.1990) (<HOLDING>). I also agree with the lead opinion that if Options: A. holding that a defendant must demonstrate that he would not have pled guilty but for the error B. holding that defendant was entitled to withdraw guilty plea upon habeas corpus proceedings where he pled guilty in exchange for an illegal sentence C. holding trial court had broad discretion to disbelieve defendants claim he would not have pled guilty but for counsels error D. holding that the defendant could not prove prejudice from alleged ineffective assistance because he has never claimed that but for counsels errors he would have pleaded not guilty and insisted upon going to trial E. recognizing that a reversal for ineffective assistance would be in order if the defendant had pled guilty solely in reliance upon his counsels erroneous advice that he would be eligible for parole in onethird the time he received for sentence

assistant: The best answer is E. recognizing that a reversal for ineffective assistance would be in order if the defendant had pled guilty solely in reliance upon his counsels erroneous advice that he would be eligible for parole in onethird the time he received for sentence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Parent will, and will cause each of its Subsidiaries to comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, in each case except where the failure to do so, individually or in the aggregate, would 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 legal provision and list the applicable contract clause categories. Provision: The Debtor hereby authorizes the Secured Party to file, transmit, or communicate, as applicable financing statements in order to perfect the Secured Party’s security interest in the Collateral; provided, however, such security interest shall be subordinated to the security interest granted to the holders of the Senior Debt.

assistant: Further Assurances