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: In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a " Proceeding "), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company, or any of its affiliates with respect to this Agreement, or the Executive's employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of months from filing to trial for civil cases.” AL & PO Corp. v. Am. Healthcare Capital, Inc., No. 14 C 1905, 2015 WL 738694, at *5 (N.D. Ill. Feb. 19, 2015) (quotation marks omitted). The defendant notes that the time to disposition, in shorter'in this district than in Minnesota, while the time to trial is quick er in Minnesota- than in Illinois. Where the two statistical measures point in different directions, some courts have held that they cancel one another out. See, e.g., Sec. & Exch. Comm’n v. RPM Int’l, Inc., 223 F.Supp.3d 110, 117-18 (D.D.C. 2016) (“Because these statistics essentially cancel one another out, this factor is neutral.”). Other courts, however, have held that the time to disposition is the more important metric. See, e.g., AL & PO Corp., 2015 WL 738694, at *5 (<HOLDING>); Fernandes v. Deutsche Bank Nat’l Trust Co., Options: A. holding that the relevant time is the time of the employment decision B. holding that the time to disposition is more important than time to trial C. holding that where the law is unsettled at the time of trial but settled by the time of appeal the plainness of the error should be judged by the law at the time of appeal D. holding that appellate courts analyze plain error by reference to the law as of the time the appeal is decided rather than the extant law at the time of the disputed trial court ruling E. holding that more than notice to a defendant is required

assistant: The best answer is B. holding that the time to disposition is more important than time to trial
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: Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, make any payment (including payments of management or consulting fees) to, or enter into any transaction or arrangement with, or otherwise deal with, any Affiliate, except, in each case to the extent not otherwise prohibited under this Agreement or any Other Document: (a) transactions which are in the ordinary course of business, on an arm’s-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate, (b) transactions among Credit Parties not involving any other Affiliates, (c) dividends or distributions permitted by Section 7.5, Indebtedness permitted by Section 7.6 and Investments permitted by Section 7.4(g), (h), (i), (k), (m), (o)(i) and (w), (d) any issuance of Capital Stock (other than Disqualified Stock) of the Parent Guarantor; (e) transactions provided for in or contemplated by the Services Agreement, (f) arrangements with respect to the procurement of services of directors, officers, independent contractors, consultants or employees in the ordinary course of business and the payment of customary compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable reimbursement arrangements in connection therewith, (g) the payment of fees, expenses and indemnities to directors, officers, consultants and employees of the General Partner, the Parent Guarantor and the Restricted Subsidiaries in the ordinary course of business; (h) the payment of fees and expenses relating to the Transactions on the Closing Date; (i) transactions with any Affiliate in its capacity as a holder of Indebtedness or Capital Stock of the Parent Guarantor; provided that such Affiliate is treated the same as other such holders of Indebtedness or Capital Stock; and (j) transactions for which the Parent Guarantor or any Restricted Subsidiary, as the case may be, obtains a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Parent Guarantor and its Restricted Subsidiaries from a financial point of view.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: yahoo provides the yahoo services ( defined below ) to you subject to the following terms of service ( `` tos '' ) , which may be updated by us from time to time without notice to you .

assistant: Unilateral change
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: None of Diffusion, Schmidt, any Purchaser or any of their respective affiliates shall, directly or indirectly, either individually or acting in concert with another person or persons, make any negative, derogatory or disparaging statements or communications regarding the other parties, the business of Diffusion or their respective affiliates or employees.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge and agree that the airbnb platform and airbnb content , including all associated intellectual property rights , are the exclusive property of airbnb and/or its licensors or authorizing third-parties .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 6 . 29 U.S.C. § 1144(b). 7 . 29 U.S.C. § 1144(a). See Kentucky Ass'n of Health Plans, Inc. v. Miller, 538 U.S. 329, 341-42, 123 S.Ct. 1471, 155 L.Ed.2d 468 (2003) (defining elements required to satisfy the clause). 8 . Jordan v. Northrop Grumman Corp. Welfare Plan, 370 F.3d 869, 875-76 (9th Cir.2004). We review the district court’s choice of the standard of review de novo. Id. To the extent the plaintiffs question the district court’s ability to renew Reliance’s summary judgment motion, we note that the plaintiffs faced the complete dismissal of their complaint when Reliance first made its motion and briefed all relevant issues. In these circumstances, renewal of the motion was not inappropriate. 9 . See Pegram v. Herdrich, 530 U.S. 211, 223, 120 S.Ct. 2143, 147 L.Ed.2d 164 (2000) (<HOLDING>). 10 . See Sandy v. Reliance Standard Life Ins. Options: A. holding that an agreement may provide elements of a plan by setting out rules under which beneficiaries will be entitled to care B. holding that nonsignatory settlor and trust beneficiaries could be compelled to arbitrate under account agreement between trustee and merrill lynch which contained an arbitration clause because agreement was the underlying basis for all the claims of the beneficiaries and there would have been no claims without the agreement C. holding that the proceeds of a pension plan could be garnished after they had been paid out to the beneficiaries D. holding that beneficiaries of an alleged will may recover reasonable expenses and attorneys fees when defending a will in good faith E. recognizing that there may be multiple beneficiaries of federal programs

assistant: The best answer is A. holding that an agreement may provide elements of a plan by setting out rules under which beneficiaries will be entitled to care
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 admitting a criminal defendant’s pre-arrest, pre-Miranda silence as substantive evidence of guilt. See Coppola v. Powell, 878 F.2d 1562, 1568 (1st Cir.1989); Combs v. Coyle, 205 F.3d 269, 283-84 (6th Cir.2000); United States ex rel. Savory v. Lane, 832 F.2d 1011, 1017-18 (7th Cir. 1987); United States v. Burson, 952 F.2d 1196, 1200-01 (10th Cir. 1991). See also United States v. Caro, 637 F.2d 869, 876 (2d Cir. 1981) ("[W]e are not confident that Jenkins permits even evidence that a suspect remained silent before he was arrested or taken into custody to be used in the Government's case in chief.”). The D.C. Circuit has stated that “custody” “is the triggering mechanism for the right of pretrial silence under Miranda.” United States v. Moore, 104 F.3d 377, 385 (D.C.Cir.1997) (<HOLDING>). The Fourth, Eighth, and Eleventh Circuits Options: A. holding that the government may comment on a defendants prearrest premiranda silence as well as his postarrest pr emiranda silence B. holding that the defendants postarrest pr emiranda silence was admissible in the governments caseinchief because there was no official compulsion the court qualified its holding stating we do not decide today whether compulsion may exist under any other postarrest pr emiranda circumstances C. holding that if comment is fairly susceptible of being construed by the jury as a comment on the defendants exercise of his or her right to remain silent it violates the defendants state constitutional right to silence whether comment was introduced in states caseinchief or for impeachment purposes holding that the state may not impeach a defendant with his postarrest or postmiranda silence D. holding that the admission of a defendants postarrest premiranda silence in the prosecutions caseinchief violates the fifth amendment because the defendant was in custody E. holding that introduction of defendants premiranda custodial silence is violation of fifth amendment

assistant: The best answer is D. holding that the admission of a defendants postarrest premiranda silence in the prosecutions caseinchief violates the fifth amendment because the defendant was in custody
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: at 6 (citing Davis v. Comm’r, 115 T.C. 35, 2000 WL 1048515 (2000); Katz v. Comm’r, 115 T.C. 329, 2000 WL 1520318 (2000) (Katz); Konkel v. Comm’r, 2000 WL 1819417 (M.D.Fla.2000) (Konk-el)). In Katz, 115 T.C. at 335, the tax court held that a meaningful hearing, pursuant to § 6330, does not include the right to “subpoena witnesses and documents.” The tax court further stated that the “nature of the [a]ppeals process does not include the taking of testimony under oath or the compulsory attendance of witnesses.” Id. (citation omitted). The tax court noted that appeals hearings historically have been conducted in an informal manner, and that “nothing in section 6330 or the legislative history indicated Congress intended to alter this format.” Id.; see also Konkel, 2000 WL 1819417, at *4 (<HOLDING>). The court notes that § 6320 and § 6330 Options: A. holding that the legislative history under the act indicates that liquidated damages are intended to be punitive in nature B. holding that if federal income tax statutes are intended to benefit anyone it is the federal government to whom the withheld tax is to be remitted there is no indication anywhere in the language of the statutes that congress intended to confer rights on employees with respect to the withholding of tax C. holding that where there is no suggestion in the text legislative history or purpose of the flsa that congress intended to confer a nonwaivable right to a class action a plaintiffs inability to bring a class action cannot by itself suffice to defeat the strong congressional preference for an arbitral forum D. holding that there is no due process right to appellate review E. holding that there is no indication in the legislative history or the language of 6330 that congress intended for taxpayers to have the right to subpoena witnesses or documents at a collection due process hearing

assistant: The best answer is E. holding that there is no indication in the legislative history or the language of 6330 that congress intended for taxpayers to have the right to subpoena witnesses or documents at a collection due process hearing
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: while we require all of our athletes to comply with the community guidelines and reserve the right to monitor for violations , we ultimately can not guarantee they will comply with the community guidelines or these terms .

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: THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

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: From and after the Closing, the Securityholders shall, and shall use their respective commercially reasonable efforts to cause their Affiliates and the respective representatives of the Securityholders and their Affiliates, to hold, in confidence any and all information, whether written or oral, (a) concerning the Company, (b) concerning Parent or any of its respective Affiliates, or (c) that is related to this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby, in each case except to the extent that such information (x) is, was or becomes generally available to the public through no action or omission of a Securityholder, any of such Securityholder’s Affiliates or representatives in violation of this Section 5.2 ; (y) is lawfully acquired by the Securityholder, any of such Securityholder’s Affiliates or representatives from and after the Closing from sources which are not known by such Securityholder or any of such Securityholder’s Affiliates or representatives to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (z) has been or becomes independently developed by a Securityholder or any of such Securityholder’s Affiliates or representatives without use of or reference to any trade secrets or confidential information of the Company. If a Securityholder or any of such Securityholder’s Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other Applicable Laws, such Securityholder shall promptly notify Parent in writing so that Parent may seek a protective order or other appropriate remedy at Parent’s sole cost and expenses. If, failing the entry of a protective order or other appropriate remedy, such Securityholder may disclose such portion of such information that counsel advises is required to disclose, and such Securityholder shall use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such information. Nothing herein shall prohibit a Securityholder from disclosing any such confidential information in connection with the transactions contemplated hereby and the enforcement of their respective rights under this Agreement. In any event, no Securityholder shall oppose any reasonable action by Parent to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded 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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions hereof, the Closing shall take place remotely via electronic exchange of documents and signatures on the first Business Day on which the conditions set forth in Section 6.01 shall have been satisfied or waived (other than those conditions that are by their terms to be satisfied at Closing, including the concurrent consummation of the transactions contemplated by the Tronox SPA) (the date of the Closing being referred to herein as the “ Closing Date ”); provided that the Closing Date shall not be earlier than the date set forth in the applicable Funding Notice unless mutually agreed by the Parties.

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 legal provision and list the applicable contract clause categories. Provision: THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES (A) ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF ANY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE ACTS OR OMISSIONS OF THE LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO AND (B) TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL DAMAGES (AS DEFINED BELOW). THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE LENDERS AND THE COLLATERAL AGENT ENTERING INTO THIS AGREEMENT. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED).

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: family. Father claims that it would be absurd to disallow a stepparent who no longer lives with the child’s parent from adopting, as the Superior Court held in J.D.S., but to permit a non-spouse grandparent who has not resided with Children in 10 years to adopt. As further support for his position, Father points to cases involving the standing of a grandparent to file for custody of their grandchildren, noting that, in D.G. v. D.B., 91 A.3d 706 (Pa.Super.2014), the Superior Court held that a grandmother who exercised custody of her grandchild every other weekend and one night per week, but who had not lived with her grandchild in over four years, was not in loco parentis to the child and, thus, lacked standing to seek custody. Compare Argenio v. Fenton, 703 A.2d 1042 (Pa.Super.1997) (<HOLDING>); with T.B. v. L.R.M., 567 Pa. 222, 786 A.2d Options: A. holding that a grandmother who frequently babysat her granddaughter was not in loco parentis and thus lacked standing to seek custody of her granddaughter B. holding that party standing in loco parentis has standing to seek custody of child C. holding evidence granddaughter told her grandmother she was being molested by her grandfather was sufficient to raise factual issue about grandmothers knowledge of husbands sexual activities D. holding that domestic partner who assumed a parental status over her partners child and performed parental duties with the partners permission stood in loco parentis to the child and had standing to seek partial custody and visitation E. holding that grandmother in loco parentis of her three grandchildren had protected liberty interest in their future care and custody

assistant: The best answer is A. holding that a grandmother who frequently babysat her granddaughter was not in loco parentis and thus lacked standing to seek custody of her granddaughter
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: first clause of § 1985(2). Clause 1 of § 1985(2) applies only to conspiracies to deter or alter testimony in any federal court proceeding. Section 1512, however, applies to attempts to prevent or influence testimony not only in federal courts but also before Congress, federal agencies, and insurance regulators. Moreover, § 1512(b) subsumes but is significantly broader than the provision of § 1985(2) making it illegal to “conspire to deter by force, intimidation, or threat” any person from testifying in a pending federal court matter. Section 1512(b) not only makes it a crime to attempt to deter testimony by force, intimidation, or threat, as does § 1985(2), but also makes it a crime to try to deter such testimony through sheer persuasion without the use of physical or e (D.C.Cir.1996) (<HOLDING>); United States v. Altman, 48 F.3d 96, 99, 104 Options: A. holding that the threat of future harm not yet realized is not enough B. holding that defendants corrupt intent to influence testimony and exhortation to witness not to testify truthfully was enough to justify his 1512b conviction even with no direct threat of either physical or economic harm C. holding that in order to state a claim for ineffective assistance of counsel based on the failure to call a witness to testify the claimant must allege 1 the identity of the potential witness 2 that the witness was available to testify at trial 3 the substance of the witnesss testimony and 4 an explanation of how the omission of the testimony prejudiced the case D. recognizing that where witness has no constitutional or statutory right to refuse to testify jurors are entitled to draw negative inference from witness refusal to testify E. holding that witnesss testimony that he lied to investigators because his friend the defendant had asked him to do so was sufficient to sustain the defendants conviction under 1512b

assistant: The best answer is B. holding that defendants corrupt intent to influence testimony and exhortation to witness not to testify truthfully was enough to justify his 1512b conviction even with no direct threat of either physical or economic harm
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: identified the bag as belonging to the appellant. These facts prove that the appellant retained an objectively reasonable expectation of privacy in the bag. Once a defendant establishes that he had a reasonable expectation of privacy in an item and that the police searched it without a warrant, the burden shifts to the Commonwealth to prove that an exception to the warrant requirement rendered a search of the item reasonable. See, e.g., Megel v. Commonwealth, 262 Va. 531, 534, 551 S.E.2d 638, 640 (2001). The Commonwealth contends here that the appellant’s girlfriend had authority to consent to a search of the appellant’s bag and in fact did so. A consent search by law enforcement officers may be “reasonable when conducted pursuant to voluntary t. 1420, 1425, 22 L.Ed.2d 684 (1969) (<HOLDING>). If actual authority is lacking, apparent Options: A. holding that it was objectively reasonable for the police to conclude that the general consent to search the respondents car included consent to search a bag within that car B. holding that where a defendant left his duffel bag at his cousins house and authorized the cousin to use the bag the cousin clearly had authority to consent to its search C. holding that girlfriend lacked actual or apparent authority to consent to the search of her boyfriends bag which he stored in her apartment because she identified the bag as his and no evidence indicated that she exercised mutual use or possessed joint interest and control over it D. holding that search of shoulder bag was not authorized by search warrant for apartment E. holding that the owner of a shoulder bag located on the front seat of his girlfriends car had a legitimate expectation of privacy in the bag and its contents

assistant: The best answer is B. holding that where a defendant left his duffel bag at his cousins house and authorized the cousin to use the bag the cousin clearly had authority to consent to its search
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 constitutes the entire understanding and agreement between the Parties with respect to the subject matter covered by this Agreement. Except as set forth herein, nothing in this Agreement is intended to limit the rights of Mr. Morris or the Trustee under the terms of the Split Dollar Agreement (as described in this Agreement) or the rights of Mr. Morris under the terms of the Deferred Compensation Agreement, any company welfare benefit plan, including the Corporation’s life insurance plan for employees, or the Employment Agreement between Mr. Morris and the Corporation dated February 21, 2013 or the Employment Agreement between Mr. Morris and the Corporation dated January 26, 2016, effective January 1, 2017.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: record, including the transcripts of the plea and sentencing hearings, that Mr. Cordova-Cazares has not met his burden of showing ineffective assistance of counsel in connection with the negotiation of the waiver or otherwise demonstrating that the waiver is invalid. See United States v. Olano, 507 U.S. 725, 732, 113 S.Ct. 1770, 123 L.Ed.2d 508 (1993); Hahn, 359 F.3d at 1327. Moreover, not only is Mr. Cordova-Cazares’ objection about trial counsel’s performance insufficient to demonstrate a miscarriage of justice in general, to the extent that his objection survives his plea agreement waiver at all, it would not be a basis for an appeal, but rather for a possible motion for collateral relief under 28 U.S.C. § 2255. See United States v. Delacruz-Soto, 414 F.3d 1158, 1168 (10th Cir.2005) (<HOLDING>); see also Plea Agreement at 5, para. 10 Options: A. holding that defendants claim for ineffective assistance of counsel due to a conflict of interest was not cognizable on direct appeal B. holding that a defendant must generally raise claims of ineffective counsel in a collateral proceeding not on direct review C. holding that ineffective assistance of counsel claims should be brought in collateral proceedings not on direct appeal D. holding that defendant may raise claim of ineffective assistance of counsel on direct appeal only if ineffective assistance is conclusive from the record E. holding that a petitioner should wait to raise claims of ineffective assistance of trial counsel until collateral review

assistant: The best answer is C. holding that ineffective assistance of counsel claims should be brought in collateral proceedings not on direct appeal
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 would not, individually or in the aggregate, have a Material Adverse Effect (i) to the Knowledge of the Company, the Company and its subsidiaries own, free and clear of all Liens (other than licenses to Intellectual Property granted in the ordinary course of business), all worldwide intellectual and industrial property rights, including patents, utility models, trademarks, service marks, trade names, corporate names, trade dress, domain names, and other source indicators (and all goodwill relating thereto), copyrights and copyrighted works, inventions, know-how, trade secrets, methods, processes, formulae, technical or proprietary information, and technology and all registrations, applications, renewals, re-examinations, re-issues, divisions, continuations, continuations-in part and foreign counterparts thereof (“ Intellectual Property ”) for which registrations and applications have been filed in their names that are not expired or abandoned that are used in the conduct of the business of the Company and its subsidiaries and that are purported to be owned by the Company (“ Company Intellectual Property ”); (ii) the Company Intellectual Property for which registrations or applications have been filed in their names and that are not expired or abandoned, is subsisting and unexpired, and to the Knowledge of the Company, valid and enforceable; (iii) to the Knowledge of the Company, the Company and its subsidiaries own or has a valid right to use all Intellectual Property necessary and sufficient to conduct the business of the Company and its subsidiaries; (iv) to the Knowledge of the Company, the conduct of the business of the Company and its subsidiaries does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property of any third party and no person is infringing, diluting, misappropriating or otherwise violating any Company Intellectual Property; and (v) the Company and its subsidiaries take reasonable actions to protect (x) the trade secrets and confidential information owned by any of the Company or any of its subsidiaries, including by taking commercially reasonable steps to cause each employee of the of the Company or any of its subsidiaries to comply with a policy of maintaining the confidentiality of any trade secret and confidential information, and (y) the security and operation of their software, websites and systems (and the data therein), and, to the Knowledge of the Company, there have been no breaches or outages of the of the Company’s or any of its subsidiaries’ software, websites and systems (and the data therein).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Notes in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof. The Company has provided to the Buyer a capitalization schedule which represents the number of shares outstanding on the date hereof and a proforma capitalization reflecting its currently anticipated restructuring (reflecting the issuance of the Conversion Shares).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for any filing that may be required by applicable federal securities or antitrust laws, the execution and delivery of this Agreement by VoteCo does not, and the performance of its obligations under this Agreement will not, (a) require any consent or approval by, filing with, or notification to, any Governmental Entity or any other Person by VoteCo, (b) violate or conflict with or result in any breach of any provision of the organizational documents of VoteCo, (c) violate or conflict with, or result in any breach of or default (with or without notice or lapse of time or both) under, or give to any other Person (with or without notice or lapse of time or both) any right of termination, acceleration or cancellation of, or result in the creation of any claim, lien, encumbrance or restriction on the right to vote or Transfer the Subject Shares under, any provision of any agreement to which VoteCo is a party or any instrument, permit, concession, franchise or license of VoteCo or (d) violate or conflict with any Law applicable to VoteCo or to VoteCo’s properties or assets, except in the case of the foregoing clauses (a), (c) and (d) only, for any of the foregoing as would not reasonably be expected to materially delay, impair or restrict VoteCo’s ability to perform its obligations under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by clear and convincing evidence. In support of this assertion Hummer cites cases from other circuits which have applied a heightened standard of proof to default sanctions in various circumstances. Maynard v. Nygren, 332 F.3d 462, 468 (7th Cir.2003) (applying clear and convincing evidence standard to Rule 37 dismissal based on willfulness, bad faith, or fault); Aptix Corp. v. Quickturn Design Systems, Inc., 269 F.3d 1369, 1374 (Fed.Cir. 2001) (upholding dismissal based on “extreme litigation misconduct” supported by clear and convincing evidence); Shepherd v. American Broadcasting Cos., 62 F.3d 1469, 1474 (D.C.Cir.1995) (applying clear and convincing evidence standard to default sanctions based on litigation misconduct); Aoude v. Mobil Oil Corp., 892 F.2d 1115, 1118 (1st Cir.1989) (<HOLDING>); Pfizer, Inc. v. Int’l Rectifier Corp., 538 Options: A. holding that evidence not submitted to the district court cannot be part of the record on appeal B. holding that information showing opportunities for fraud does not itself evidence fraud and that such information together with stray and indiscriminate evidence of false statements was insufficient to put plaintiffs on inquiry notice of the specific frauds alleged C. holding that fraud on the court was demonstrated clearly and convincingly where party had submitted false evidence and concealed authentic evidence D. holding that it was sufficient that the government submitted unchallenged certified records of conviction and other clearly reliable evidence E. holding that defense of fraud was waived where no special issue was submitted and there was disputed evidence

assistant: The best answer is C. holding that fraud on the court was demonstrated clearly and convincingly where party had submitted false evidence and concealed authentic evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: account. To-liver does not argue that Experian failed to fulfill the various timing and procedural requirements regarding a reinvestigation, only that the procedures it used were not reasonabl hether the credit reporting agency has a duty to go beyond its original source of information will depend on factors such as whether the consumer has alerted the reporting agency to the possibility that the source may be unreliable and the cost of verifying the accuracy of the source versus the possible harm inaccurately reported information may cause the consumer. Cushman, 115 F.3d at 225; Henson, 29 F.3d at 287. The Fifth Circuit has similarly held that CRAs may sometimes have a duty to go beyond a creditor’s response to a disputed item in limited circumstances. See Stevenson, 987 F.2d at 293 (<HOLDING>); Pinner, 805 F.2d at 1262 (holding that it was Options: A. holding that it was unreasonable for the defendant cra to rely solely on cdvs in its reinvestigation given the complexity of the consumers dispute B. holding that the trial court may consider documents submitted by the defendant on a motion to dismiss solely for a nonhearsay purpose and therefore may not rely on factual assertions in the documents for the truth of the matter asserted C. holding that it was not wrong for the administrator to rely on the findings of an independent reviewing physician D. holding that the state as well as the defendant has a right to rely on compliance with rule 16 E. holding that when there was no surprise and no prejudice defendant was entitled to rely on defense of accord and satisfaction in its summary judgment motion even though it was not included in the pleadings

assistant: The best answer is A. holding that it was unreasonable for the defendant cra to rely solely on cdvs in its reinvestigation given the complexity of the consumers dispute
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 court were to permit the amendment and consider the equal protection claim on summary judgment, Plaintiffs have failed to present evidence that the wait-time at the Oljato polling place exceeded fifty minutes. Again, while certainly not ideal, the court cannot say as a matter of law that such' a wait-time amounted to a constitutional violation. 8 . It is also possible that Plaintiffs’ Equal Protection claim fails because they have not alleged or adduced any colorable proof of a discriminatory intent behind the implementation of the maladministration they challenge. Plaintiffs have made clear in both written and oral argument that their equal protection claim challenges San Juan County’s voting procedures " Action No. H-12-2190, 2012 WL 3886427, at *6-*7 (S.D. Tex. Sept. 6, 2012) (<HOLDING>). However, given the Crawford Court's apparent Options: A. holding that plaintiff failed to plead facts sufficient to allege affirmative misconduct on the part of the government B. holding that false statements are constitutionally protected C. holding that amendment was futile because plaintiff failed to allege facts showing that county defendants intentionally sought to deprive any voter of constitutionally protected voting rights D. holding that the burden is on the plaintiff to allege facts sufficient to establish jurisdiction E. holding parental rights are constitutionally protected fundamental interest

assistant: The best answer is C. holding that amendment was futile because plaintiff failed to allege facts showing that county defendants intentionally sought to deprive any voter of constitutionally protected voting rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 'by petitioners who appeal to the BIA instead of petitioning directly to this court should be minimal in future cases.” Ayala, 855 F.3d at 1019. As we noted in Ayala, “the BIA would be well advised to institute a process for quickly dismissing such appeals” and could avoid confusing aliens by ensuring their communications are clear, consistent, and accurate. Id. In the circumstances faced by Martinez, however, we find 'that the final administrative order was the BIA’s dismissal. Martinez, therefore, timely filed his petition for review with this court, and we have jurisdiction. b; The government does not offer , any argument on the merits of this petition; therefore, it has waived any challenge to the arguments Martinez raised. See Clem v. Lomeli, 566 F.3d 1177, 1182 (9th Cir. 2009) (<HOLDING>). On remand, the agency is directed: (1) to Options: A. holding that argument not raised in opening brief is waived B. holding that an appellee who did not address an argument in the answering brief had waived that issue C. holding an argument made in plaintiffs reply brief but not in their opening brief waived D. holding an argument not raised in opening brief is waived E. holding that the petitioners failure to address an issue in the argument portion of his opening brief waived the issue

assistant: The best answer is B. holding that an appellee who did not address an argument in the answering brief had waived that 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 warrant impracticable. McNairy v. State, 835 S.W.2d 101, 106 (Tex.Crim.App.1991). Exigent circumstances that may excuse an otherwise unconstitutional intrusion into a home include (1) the need to aid persons reasonably believed to require assistance, (2) the possible destruction of evidence, and (3) the need to protect officers or others from perceived danger. Id. at 107. Here, appellant does not contest that the officers had probable cause to enter the house. Rather, appellant contends exigent circumstances did not justify the warrant-less entry. Alternatively, appellant maintains that any exigency to enter the house was created by the officers revealing themselves to appellant prior to obtaining a search warrant. See United States v. Munoz-Guerra, 788 F.2d 295, 298 (5th Cir.1986) (<HOLDING>). Assuming, without deciding, that the Options: A. holding that officers cannot base a warrantless search on an exigent circumstance of their own creation B. holding that absent consent or exigent circumstances law enforcement officers cannot legally search for the subject of an arrest warrant in the home of a third party without first obtaining a search warrant C. recognizing exigent circumstance exception to warrant requirement D. holding that the threat of imminent destruction of evidence of criminal activity created an exigent circumstance E. holding that accident investigation by itself is not exigent circumstance

assistant: The best answer is A. holding that officers cannot base a warrantless search on an exigent circumstance of their own creation
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: 1076 (5th Cir.1997), cert. denied sub nom. Monroe v. Johnson, 523 U.S. 1041, 118 S.Ct. 1342, 140 L.Ed.2d 502 (1998). Effective December 1, 2009, Rule 11(a) of the Rules Governing Section 2254 Cases in United States District Courts requires this Court to issue or deny a CoA when it enters a final order adverse to a federal habeas corpus petitioner. Under the AEDPA, before a petitioner may appeal the denial of a habeas corpus petition filed under Section 2254, the petitioner must obtain a CoA. Miller-El v. Cockrell, 537 U.S. 322, 335-36, 123 S.Ct. 1029, 1039, 154 L.Ed.2d 931 (2003); 28 U.S.C. § 2253(c)(2). Likewise, under the AEDPA, appellate review of a habeas petition is limited to the issues on which a CoA is granted. See Crutcher v. Cockrell, 301 F.3d 656, 658 n. 10 (5th Cir.2002)(<HOLDING>); Jones v. Cain, 227 F.3d 228, 230 n. 2 (5th Options: A. holding the scope of appellate review of denial of a habeas petition limited to the issues on which coa has been granted B. holding that appellate review is limited to the issues specified in the coa C. holding that appellate review in a habeas ease is limited to the issues specified in the coa D. holding that on appeal from the denial of a 2255 motion appellate review is limited to the issues specified in the coa E. holding a coa is granted on an issuebyissue basis thereby limiting appellate review to those issues

assistant: The best answer is E. holding a coa is granted on an issuebyissue basis thereby limiting appellate review to those issues
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 Executive shall perform such management duties for the Company and its affiliates as may from time to time be assigned and which are consistent with his title of Chief Financial Officer. The Executive hereby promises to perform and discharge, well and faithfully, all duties of his position. If Executive is elected as a director or officer of any affiliate of the Company, the Executive shall serve in such capacity or capacities without further compensation.

assistant: Duties
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: distribution. See id. at 997 (“[T]he more similar the prior act is (in terms of physical similarity or mental state) to the act being proved, the more relevant it becomes.”). Thus, the evidence was relevant to Day’s intent and the absence of a mistake. In addition, the evidence was necessary to corroborate other testimony that had been challenged on credibility grounds, and to provide additional objective evidence that Day intended to join the charged conspiracy with the intent to distribute cocaine. Moreover, the admission of the conviction was not excessively prejudicial because the conviction involved the same type of drug and the conduct occurred in relatively the same time period as the offenses charged in the indictment. See United States v. Boyd, 53 F.3d 631, 637 (4th Cir.1995) (<HOLDING>). Further, the Government gave advance notice Options: A. holding that the rule 403 balancing favored admissibility where the uncharged kidnapping was not more sensational or inflammatory than the charged crimes while tending to show how the relationships formed among the conspirators B. holding there is no unfair prejudice when the prior act is no more sensational or disturbing than the evidence admitted directly supporting the crimes with which the defendant was charged C. holding that evidence of violent crimes and other illegal activities of defendants gang was not unduly prejudicial because defendant was not directly implicated and the evidence was probative of elements of the crimes that the defendant was charged with D. holding that a sentence is not excessive if it is within statutory limitations and there are no facts supporting an allegation of prejudice against the defendant E. holding that if evidence is improperly admitted but other evidence establishes essentially the same facts there is no prejudice to the accused and no reversible error

assistant: The best answer is B. holding there is no unfair prejudice when the prior act is no more sensational or disturbing than the evidence admitted directly supporting the crimes with which the defendant was charged