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: Matters . The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates.

assistant: Insurances
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: addressing the covenant not to sue continues with a statement that “this Release” does not prohibit an employee from filing a charge with the EEOC, again intimating that the terms are interchangeable. We can easily see how a participant under this Agreement could construe the statement that “[t]his covenant not to sue does not apply to actions based solely under the [ADEA]” as an exception to the general release, not just an exception to the covenant not to sue. Given the lack of clarity in the Agreement, and IBM’s declination to tell Thomforde what it meant by the language, we hold that the Agreement is not written in a manner calculated to be understood by the intended participants as required by the OWBPA. Cf. Cole v. Gaming Entm’t, L.L.C., 199 F.Supp.2d 208, 214 (D.Del.2002) (<HOLDING>). As such, the Agreement is ineffective as a Options: A. holding that defendants waiver was knowing and intelligent even when police withheld information from defendant that his attorney sought to consult with him B. holding that a trial courts order that defendant not consult with his attorney during an overnight recess during trial violated the sixth amendment C. recognizing fifth amendment right to be informed of right to remain silent to have questions cease and to consult with an attorney before being subjected to psychiatric examination that may be used against defendant in capital sentencing proceedings D. holding that if a suspect indicates in any manner and at any stage of the process that he wishes to consult with an attorney before speaking there can be no questioning E. holding language reciting that employee acknowledges that heshe has been advised to consult with an attorney prior to executing this agreement was insufficient to meet statutory requirement that employer must advise employee in writing to consult an attorney prior to signing the waiver

assistant: The best answer is E. holding language reciting that employee acknowledges that heshe has been advised to consult with an attorney prior to executing this agreement was insufficient to meet statutory requirement that employer must advise employee in writing to consult an attorney prior to signing the waiver
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 Seller is a corporation duly-organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Seller does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Seller is not a participant in any joint venture, partnership or similar arrangement. Except for the Shareholder, no other person owns any right, title or interest in or to any capital stock, membership interest or other equity interest or owns any security that is exercisable or exchangeable for or convertible into any equity interest in the Seller.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns, whether by instrument, operation of law, or otherwise. Except as expressly set forth in this Section 9.2 , neither party shall assign this Agreement or any part hereof, or any benefit or interest herein without the prior written consent of the other party. In the event of the incapacity or death of Seller, his guardian, executor, or heirs shall be entitled to any funds otherwise due Seller under this Agreement. Any attempted assignment or delegation of any rights, duties, or obligations in violation of this Section 9.2 will be invalid and without effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: SMMC has filed or caused to be filed all Federal, material state and other Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority to the extent such Taxes have become due and payable (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of SMMC or the Performance Guarantor); no Tax Lien has been filed, and, to the knowledge of SMMC, no claim is being asserted, with respect to any such Tax that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

assistant: Taxes
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: ordinances and state law are not inconsistent when they share a common purpose and are "closely related in subject matter." Allred, 487 P.2d at 487. Furthermore, a "municipal ordinance need not be identical to the controlling state statute to be consistent with it." Richfield City v. Walker, 790 P.2d 87, 90 (Utah Ct.App.1990). In this case, the fact that the language of the Salt Lake City ordinance does not mirror the state statute does not render the ordinance invalid. The common purpose of both the city ordi-nance and state law is to prohibit sexual behavior in places where the public may be affronted or offended. Compliance with the city ordinance does not preclude compliance with state law or vice versa. See Walker v. Union Pac. R.R. Co., 844 P.2d 335, 339-40 (Utah Ct.App.1992) (<HOLDING>). Accordingly, we affirm the trial court's Options: A. holding that allegations that the city arbitrarily applied a zoning ordinance were insufficient to state a substantive due process claim and stating in dicta that the decision would be the same even if the city had knowingly enforced the invalid zoning ordinance in bad faith a badfaith violation of state law remains only a violation of state law B. holding that the plaintiffs state law claims are preempted by federal law C. holding city ordinance preempted by state law because ordinance prohibited act specifically allowed under state law D. holding the state law claims were not preempted E. holding that a local gun ordinance making the sale of firearms on county property a misdemeanor was not preempted by a state law prohibiting the sale of assault weapons and unsafe handgunsfinding that the ordinance does not criminalize precisely the same acts which are prohibited by statute

assistant: The best answer is C. holding city ordinance preempted by state law because ordinance prohibited act specifically allowed under state 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: Schedule 9.6 is a complete and accurate description of the property, casualty and liability insurance maintained by the Borrower as of the Restatement Effective Date. The certificates or copies of policies evidencing the Borrower’s insurance coverage, which have been furnished to each Lender and which are referenced in Schedule 9.6 , are complete and accurate.

assistant: Insurances
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 Justice, 265 F.3d 83, 93 (2d Cir.2001) (internal citations omitted). Although the BIA abused its discretion when it determined that Zheng’s motion to reopen was untimely filed, Zheng has waived that claim. See Yueqing Zhang v. Gonzales, 426 F.3d 540, 541 n. 1 (2d Cir. 2005). Manifest injustice would not result if we refuse to consider this claim because Zheng has filed three motions to reopen and the BIA properly determined that Zheng’s motion does not fall within one of the exceptions to the timeliness and numerical limitation requirements of 8 C.F.R. § 1003.2(c)(3). This Court has already held that a change in an individual’s personal circumstances does not qualify under the country conditions exception. Li Yong Zheng v. U.S. Dep’t of Justice, 416 F.3d 129, 130-31 (2d Cir.2005) (<HOLDING>); Jian Huan Guan v. BIA, 345 F.3d 47, 49 (2d Options: A. holding that 8 cfr 10032c3ii applies to changed country conditions in the country of origin or deportation and not changed personal circumstances in the united states B. holding that petitioners divorce was a purely personal change in circumstances that does not constitute changed conditions or circumstances in jordan C. holding that an alien failed to qualify for the changed circumstances exception by asserting only that his personal circumstances had changed by the birth of a child D. holding that a change in personal circumstances is not sufficient to establish changed circumstances for the purpose of 8 cfr 10032c3h E. holding that a change in personal circumstances namely the birth of a child in the united states does not fit under the changed circumstances exception provided by 8 cfr 10032c3ii

assistant: The best answer is C. holding that an alien failed to qualify for the changed circumstances exception by asserting only that his personal circumstances had changed by the birth of a child
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: Brehm v. Lorenz, 206 Md. 500, 112 A.2d 475 (1955). Res ipsa loquitur does not apply.” Jensen, supra at 232. See also Harrison v. Bill Cairns Pontiac of Marlow Heights, Inc., 77 Md.App. 41, 549 A.2d 385 (1988). 7 . Md.Rule 5-702 provides, in pertinent part, that ... the court shall determine (1) whether the witness is qualified as an expert by knowledge, skill, experience, training, or education, (2) the appropriateness of the expert testimony on the particular subject, and (3) whether a sufficient factual basis exists to support the expert testimony. 8 . The "admissibility of expert testimony is a matter largely within the discretion of the trial court and its action will seldom constitute a ground for reversal.” Myers v. Celotex Corp., 88 Md.App. 442, 460, 594 A.2d 1248 (1991)(<HOLDING>). This is not a case like Myers, however, where Options: A. holding that the judge did not abuse his discretion but applied an incorrect standard B. holding that the appropriate standard of review is abuse of discretion C. holding that the standard of review for an award of statutory damages is even more deferential than an abuse of discretion standard D. holding that the standard of review under rule 60 is abuse of discretion E. recognizing that different panels of the ninth circuit have applied an abuse of discretion standard and a de novo standard in reviewing district court remand decisions

assistant: The best answer is A. holding that the judge did not abuse his discretion but applied an incorrect standard
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 trial. 6 . Article 1015(B)(6) provides: The child is in the custody of the department pursuant to a court order or placement by the parent; the parent has been convicted and sentenced to a period of incarceration of such duration that the parent will not be able to care for the child for an extended period of time, considering the child's age and his need for a safe, stable, and permanent home; and despite notice by the department, the parent has refused or failed to provide a reasonable plan for the appropriate care of the child other than foster care. La. Ch.C. art. 1015(B)(6). 7 . This is not a case in which an incarcerated parent sought to use his incarceration as an excuse for nonsupport. See State ex rel. C.M.O., 04-1780, p. 4 (La.App. 4 Cir. 4/13/05), 901 So.2d 1168, 1171 (<HOLDING>); see also State in the Interest of K.T., Options: A. recognizing that fathers parental rights were terminated based upon his incarceration and his behavior while in prison his history of substance abuse and the fact that his child support payments are in arrears B. holding that husbands knowledge of his obligation of support and his subsequent election to enter employment that would substantially reduce his income and make it impossible to meet his obligations would not justify reduction in support C. holding that a parents responsibility to support his children is not suspended upon his incarceration and that imprisonment cannot be used as an excuse to escape parental obligations D. recognizing that the department is required to present clear and convincing evidence to support termination of a parents parental rights E. holding that fathers failure to acquire suitable home for his children pay even nominal child support visit or correspond with his children or make efforts to secure permanent employment were sufficient to demonstrate conscious disregard of his parental obligations

assistant: The best answer is C. holding that a parents responsibility to support his children is not suspended upon his incarceration and that imprisonment cannot be used as an excuse to escape parental obligations
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: election and ballot related matters. In In re: Legislative Referendum No. 384, State Question 711, 2004 OK 75, 107 P.3d 556 (as corrected Sept. 28, 2004), this Court declined to assume original jurisdiction over a challenge to the constitutionality of a legislative referendum to add a provision to the Oklahoma Constitution. Writing separately, Justice Kauger stressed the importance of timeliness in a challenge such as this one, stating: 4 The law fixes election dates and the petitioners are well aware that the question is scheduled to appear on the November 2, 2004, general election ballot. They should also be aware of the necessary work required, the time consumed and the cost of causing the ballots to be printed. It is the duty of the petitioners to proceed with [ 15, 357 P.2d 421 (<HOLDING>); Harding v. State Election Bd., 1946 OK 171, ¶ Options: A. holding the matter of the eligibility of a candidate for an office must be adjudicated at an early date and before an election is held B. holding that an award of back pay is an issue for the court C. holding that it may be held an abuse of discretion for the court to deny leave unless there is a demonstrable showing of prejudice to an opposing party D. holding that election case was not moot after election because there is a reasonable expectation that the same complaining parties would be subject to that same action in the future E. holding that upon commencement of the election process mandamus will not lie to prevent the inclusion of a candidate on the official ballot because by that time the case has become moot

assistant: The best answer is A. holding the matter of the eligibility of a candidate for an office must be adjudicated at an early date and before an election is held
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There are no actions, suits, or proceedings pending or, to any Credit Party’s knowledge, threatened in writing against any Restricted Entity, at law, in equity, or by or before any Governmental Authority, which could reasonably be expected to result in a Material Adverse Change. Additionally, except as disclosed in writing to the US Administrative Agent and the Lenders, there is no pending or, to the knowledge of any Responsible Officer of any Credit Party, any action or proceeding instituted or threatened in writing against any Restricted Entity which seeks to adjudicate any Restricted Entity as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any Debtor Relief Laws, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its Property.

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: Each Director who is not an employee of the Company and who is selected by the Committee for participation in the Plan shall be a Participant in the Plan. A Participant will cease to be a Participant in the Plan on the earlier to occur of (a) his or her Separation or (b) the date on which the Committee determines that he or she is no longer eligible to participate in the Plan.

assistant: Participations
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: until Jan. 29, 2007. Meanwhile I was still subjected to an environment that adversely affected my disability. On Mar. 24, 2007 I was again assigned to the construction area and again my disability worsened. IV. In Feb. 2007 I filed a complaint against my Supervisor. In Mar. 2007 I filed a grievance regarding my performance evaluation. In Oct. 2007 I was issued a final counseling. V. I believe that I have been discriminated against due to my disability. I also believe that I have been retaliated against due to my complaints against my Supervisor and the grievance I filed. The Eighth Circuit has held that charges of harassment generally are not like or related to claims of retaliation and discrimination. See Kells v. Sinclair Buick-GMC Truck, Inc., 210 F.3d 827, 836 (8th Cir.2000) (<HOLDING>); see also Duncan v. Delta Consolidated Indus., Options: A. holding retaliation claim not reasonably related to discrimination charges where eeoc complaint set forth retaliation as a motive for plaintiffs termination and not as a motive for plaintiffs overtime assignments B. holding that eeoc charge filed by plaintiff more than 180 days after alleged incident of sexual harassment was timely where alleged sexual harassment violation continued as hostile work environment through time of plaintiffs termination C. holding that discriminatory failure to rehire and termination are not reasonably related D. holding sexual harassment claim was not like or related to retaliation allegations and therefore was outside the scope of the administrative charge E. holding that plaintiffs claims of discriminatory demotion and termination as set forth in eeoc charge were not like or related to his claims of harassment by another individual

assistant: The best answer is E. holding that plaintiffs claims of discriminatory demotion and termination as set forth in eeoc charge were not like or related to his claims of harassment by another individual
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: does not expressly guarantee any right to counsel as does the Sixth Amendment, the Supreme Court has interpreted the Fifth Amendment privilege against self-incrimination to require that, once a suspect is in custody and subject to interrogation, the police apprise the suspect of his right to contact an attorney, and to have the attorney present during questioning. Miranda v. Arizona, 384 U.S. 436, 467-71, 86 S.Ct. 1602, 16 L.Ed.2d 694 (1966). Once a suspect asserts this Fifth Amendment, or Miranda-based, right to counsel, the interrogation must cease until counsel is physically present during the interrogation. Edwards v. Arizona, 451 U.S. 477, 484-85, 101 S.Ct. 1880, 68 L.Ed.2d 378 (1981); see also Minnick v. Mississippi, 498 U.S. 146, 153, 111 S.Ct. 486, 112 L.Ed.2d 489 (1990) (<HOLDING>). Importantly for Teixeria, this Miranda-based Options: A. recognizing the right to counsel on appeal B. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel C. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel D. holding that defendants have a right to counsel in criminal proceedings E. holding that the right to have counsel present means the right to have counsel physically present during the interrogation not merely the right to consult an attorney by telephone

assistant: The best answer is E. holding that the right to have counsel present means the right to have counsel physically present during the interrogation not merely the right to consult an attorney by telephone
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: 10.1 when you purchase paid-for-products directly from skype you will be entitled to a cancellation period of fifteen ( 15 ) days ( a `` cooling-off period '' ) unless you have made use of the paid-for-products in any way , in which case the cooling-off period will be extinguished and your purchase can not be cancelled or refunded .

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: if it is clear that no one was misled or placed at a disadvantage by the error. Mantis v. Resz, 5 S.W.3d 388, 391 (Tex.App.—Fort Worth 1999, pet. denied); see also Orange Grove Indep. Sch. Dist. v. Rivera, 679 S.W.2d 482, 483 (Tex.1984); Ealey v. Ins. Co. of N. Am., 660 S.W.2d 50, 52 (Tex.1983); Baker v. Charles, 746 S.W.2d 854, 855 (Tex.App.—Corpus Christi 1988, no writ); Cockrell v. Estevez, 737 S.W.2d 138, 140 (Tex.App.—San Antonio 1987, no writ). The theory of “misnomer” is therefore not “any other law” that extends or tolls limitations in contravention of section 10.01’s prohibition. Instead, misnomer treats a misnamed party as a properly sued party relating back to the time of the filing of the suit with the misnomer. Cf. Chilkewitz v. Hyson, 22 S.W.3d 825, 830 (Tex.1999) (<HOLDING>). The plaintiff must correct the misnomer Options: A. recognizing that although provision of municipal service is not fundamental right inequitable provision of that service is subject to equal protection analysis B. holding that materiality necessary element of section 1001 C. holding rule 28 which allows for service on a defendant under its common name is not a tolling provision in contravention of section 1001 D. holding that equitable tolling is available for petitions filed pursuant to 28 usc 2255 E. holding that section 1001 controls over the limitations provision of the wrongful death statute

assistant: The best answer is C. holding rule 28 which allows for service on a defendant under its common name is not a tolling provision in contravention of section 1001
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 the relevant portions of the record, we conclude that the court’s finding was not clearly erroneous. The. court heard testimony from which it could have concluded that William and Chantal were involved indirectly in interviewing the jury foreman in clear violation of Local Rule 5.01(d). Moreover, after hearing testimony from William and Chantal that they were not involved make rules and issue orders is the power to enforce those rules and orders. See Magluta v. Samples, 162 F.3d 662, 664 (11th Cir.1998). And, where attorneys or parties obtain evidence in violation of the court’s rules or -orders, the court may exercise its power to enforce those rules and orders by excluding the evidence wrongfully obtained. See e.g., United States v. Gonzales, 164 F.3d 1285, 1291 (10th Cir.1999) (<HOLDING>). Moreover, when defendants engage in Options: A. holding that it was within the trial courts discretion to refuse any additional discovery and that the courts refusal to allow additional discovery was not an abuse of discretion B. recognizing that courts have discretion to exclude evidence as a sanction for violation of a discovery order C. holding that parole boards do not have to exclude evidence obtained in violation of the fourth amendment D. holding it was not an abuse of discretion to exclude testimony E. recognizing that the decision whether to sanction a party and if so the severity of such sanction is vested in the sound discretion of the trial court

assistant: The best answer is B. recognizing that courts have discretion to exclude evidence as a sanction for violation of a discovery order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: By accepting the Performance Shares, the Participant agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the settlement of the Performance Shares, the receipt of dividends and/or the sale of shares of Common Stock acquired under the Plan.

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: THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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: Notwithstanding any other provision of this Agreement, neither Party will be restricted from using the information contained in the Evaluation Material that is retained in the minds of Representatives who have had access to the other Party's Evaluation Material, unless such use shall infringe on any of such Party's patent rights, trademark rights or copyright rights.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party hereto agrees that it shall bring any Proceeding in respect of any claim arising out of or related to this Agreement exclusively in the courts of the State of Maryland and the Federal courts of the United States, in each case, located in the City of Baltimore (the “ Chosen Courts ”). Solely in connection with claims arising under this Agreement, each party irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Chosen Courts, (ii) agrees not to commence any such Proceeding except in such courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in the Chosen Courts, (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such Proceeding, (v) agrees that service of process upon such party in any such Proceeding shall be effective if notice is given in accordance with Section 24 and (vi) agrees to request and/or consent to the assignment of any dispute arising out of this Agreement or the transactions contemplated by this Agreement to the Chosen Courts’ Business and Technology Case Management Program, or similar program. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by law. A final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. Notwithstanding anything herein to the contrary, if a demand for arbitration of a Dispute is made pursuant to Section 17 , this Section 18 shall not preempt resolution of the Dispute pursuant to Section 17 .

assistant: Venues
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: Company understands, acknowledges and agrees that: (A) at any time on and prior to the last Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Settlement Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Settlement Prices, each in a manner that may be adverse to Company.

assistant: 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: All representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or the Lenders shall affect the representations and warranties or the right of the Administrative Agent and the Lenders to rely upon them.

assistant: Warranties
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 captions and headings in this Agreement are used solely for convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs or subparagraphs or clauses hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: which he used during his cross-examination of the witnesses. Resp’t Mem. at 6 (citing Petitioner’s Affidavit in Support of 2007 C.P.L. § 440.10 Motion to Vacate; Petitioner’s Statement of Facts; Petitioner’s Memorandum of Law at 3,4; and Petitioner’s Exhibits B, D & E, attached as App. PP to Resp’t Ans.). Furthermore, as Respondent points out, Concepcion acknowledged in one of his pleadings filed in this case that he had heard the audiotape when his attorney visited him at the prison. The audiotape of the witness conversation therefore cannot be considered “newly discovered” evidence for purposes of an actual-innocence tolling exception to AED-PA’s statute of limitations (assuming that such an exception exists). See, e.g., United States v. Middlemiss, 217 F.3d 112, 122 (2d Cir.2000) (<HOLDING>); Williams v. Phillips, No. 04 Civ.4653 DAB Options: A. holding that affidavit from a new witness was not newly discovered evidence because trial counsel knew of the existence of the witness before trial trial counsel with due diligence could have discovered the evidence B. holding that posttrial discovery of asserted newly discovered evidence did not satisfy the requirement that the evidence must be such as with reasonable diligence could not have been discovered and produced at trial C. holding that to justify a new trial based upon newly discovered evidence 1 the evidence must have been discovered after trial 2 the failure to discover this evidence must not be attributable to a lack of due diligence on the part of the movant 3 the evidence must not be merely cumulative or impeaching 4 the evidence must be material and 5 the evidence must be likely to produce an acquittal if a new trial is granted D. holding that to obtain a new trial based on newly discovered evidence the defendant must allege facts from which the court may infer diligence on the part of the defendant E. holding that unavailable evidence may constitute newly discovered evidence if the failure to learn of the evidence did not result from the defendants lack of due diligence

assistant: The best answer is A. holding that affidavit from a new witness was not newly discovered evidence because trial counsel knew of the existence of the witness before trial trial counsel with due diligence could have discovered the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the separation letter between Black Box Corporation and the Employee dated November 20, 2017 acknowledging and agreeing to the terms and conditions regarding Employee’s termination, no prior or contemporaneous oral or written agreements or representations may be offered to alter the terms of this Agreement which represents the entire agreement of the parties with respect to the subject matter hereof. To the extent Employee has entered into an enforceable agreement with Employer that contains provisions that are not in direct conflict with provisions in this Agreement, the terms of this Agreement shall not supersede, but shall be in addition to, any other such agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and provisions of the Credit Agreement, as of the date hereof, the terms, conditions, covenants, agreements, representations and warranties set forth in the Existing Guaranty and the Existing Security Agreements are hereby replaced and superseded in their entirety by the terms, conditions, covenants, agreements, representations and warranties set forth in this Agreement. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of any Grantor evidenced by or arising under or in connection with the Existing Guaranty or the Existing Security Agreements and the liens and security interests of the Existing Security Agreements securing such indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Facility and the repayment, satisfaction or discharge of all the other Loan Obligations.

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 legal provision and list the applicable contract clause categories. Provision: There is no broker, investment banker, financial advisor, finder or other Person which has been retained by or is authorized to act on behalf of Borrower who might be entitled to any fee or commission for which the Borrower will be liable in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby.

assistant: Brokers
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: issue presented in this case: that the allowance of a rule 30A (k) deposition does not necessarily require the quashing of a subpoena to the deposed witness as being unreasonable or oppressive. We think the drafters of the rule would not have imposed such a drastic limitation on the important right of parties to call witnesses of their own choosing without explicit language or comment. Certainly in adopting the rule this court did not so intend. Additionally, it should be kept in mind that the judge’s order restricted the defendants’ right of cross-examination, a right which has long been recognized in both civil and criminal cases. See Alford v. United States, 282 U.S. 687, 691-692 (1931); The Ottawa, 70 U.S. (3 Wall.) 268, 271 (1865). See also Fuller v. Rice, 4 Gray 343, 344 (1855) (<HOLDING>); McCormick, Evidence § 19 (3d ed. 1984). Options: A. recognizing a right to contribution B. recognizing the right to counsel on appeal C. holding no right to crossexamine in grand jury proceedings D. holding right to be fundamental E. recognizing right to crossexamine a deponent fully otherwise deposition should not be admitted

assistant: The best answer is E. recognizing right to crossexamine a deponent fully otherwise deposition should not be admitted
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: [N.J.S.A 40A:9-22.5d.] The Ethics Law defines “local government officer” as any person “serving on a local government agency which has the authority to enact ordinances, approve development applications or grant zoning variances,” N.J.S.A. 40A:9-22.3g(2), and a “local government agency” as a municipal board which performs functions in other than a purely advisory nature. N.J.S.A. 40A:9-22.3e. The MLUL also expressly prohibits a zoning board member from acting “on any matter in which [the member] has, either directly or indirectly, any personal or financial interest.” N.J.S.A. 40:55D-69. The same prohibition applies to planning board members. N.J.S.A. 40:55D-23b. See Trust Co. of N.J. v. Planning Bd. of Borough of Freehold, 244 N.J.Super. 553, 559-60, 582 A. 2d 1295 (App.Div.1990) (<HOLDING>). At the time of his voluntary recusal, DuPont Options: A. holding that defendant did not breach oral agreement because among other things the plaintiff had not established that the term in question was part of the oral contract B. holding among other things that njsa 4044d23b prohibited board members who were an associate and partner in law firm that represented the bank seeking site plan approval from voting for ordinance declaring that banks were permitted in bl zone C. holding that government approval of a subcontract terms giving subcontractor a right to a direct appeal to the department of energy board of contract appeals among other things manifested intent D. holding a court must find among other things clear evidence of the existence of an oral agreement for part performance to remove the contract from the statute of frauds E. holding that vested rights were not acquired by obtaining approval of the subdivision plan

assistant: The best answer is B. holding among other things that njsa 4044d23b prohibited board members who were an associate and partner in law firm that represented the bank seeking site plan approval from voting for ordinance declaring that banks were permitted in bl zone
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: to expand the Federal Circuit’s decision in Pentax, into a holding that mismarking, which makes goods further dutiable or inadmissible, if timely recognized by Customs, is completely immaterial for purposes of 19 U.S.C. § 1592, unless but for the mismarking the goods would have been inadmissible or subject to other duties. See United States v. An Antique Platter of Gold, 184 F.3d 131, 134-37 (2d Cir.1999) (rejecting “but for” test of materiality for 18 U.S.C. § 542 and adopting “natural tendency” approach that a “false statement is material ... if it has the potential significantly to alter the integrity or operation of the importation process as a whole ....”) (quoting United States v. Holmquist, 36 F.3d 154, 159 (1st Cir.1994)); see also Rockwell, 10 CIT at 42, 628 F.Supp. at 210 (<HOLDING>) (quotation omitted). If 19 C.F.R. Part 171, Options: A. holding that a hearsay statement can itself be considered in first determining if a conspiracy existed when the statement was made B. holding that a statement is material if it has the natural tendency to influence or is capable of influencing a decision making process showing of actual influence unnecessary to prove materiality C. holding that a statement made by a sixyearold to a fouryearold carries no indicia of reliability when the declarant denies ever making the statement the listener has no recollection of when or under what circumstances the statement was made and the listener is related to the defendaniappellant D. holding that the elements of a claim under 3729a2 are 1 that the defendant made used or caused to be made or used a record or statement to get a claim against the united states paid or approved 2 the record or statement and the claim were false or fraudulent and 3 the defendant knew that the record or statement and the claim were false or fraudulent emphasis added E. holding that the standard for determining whether false statement is material under 19 usc 1592a is whether statement has a natural tendency to influence or was capa ble of influencing the decision of the tribunal in making a determination required to be made

assistant: The best answer is E. holding that the standard for determining whether false statement is material under 19 usc 1592a is whether statement has a natural tendency to influence or was capa ble of influencing the decision of the tribunal in making a determination required to be made
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 neither necessary nor desirable for the courts of appeals, because differences in opinion have the effect of ventilating important legal questions and creating a background against which the Supreme Court can ultimately resolve an issue for the country as a whole.” Walker v. O’Brien, 216 F.3d 626, 634 (7th Cir.), cert. denied sub nom. Hanks v. Finfrock, 531 U.S. 1029, 121 S.Ct. 606, 148 L.Ed.2d 518 (2000). Justices O’Connor and Breyer foresaw that the majority’s reasoning in Ap-prendi would render unconstitutional statutes such as § 841. See Apprendi, 530 U.S. at 544, 120 S.Ct. 2348 (O’Connor, J., dissenting) (stating that the consequences of the majority’s rule “in terms of sentencing schemes invalidated by today’s decision will likely be severe”); id. at 550-51, 120 S.Ct. 2348 (<HOLDING>); id. at 565, 120 S.Ct. 2348 (Breyer, J., Options: A. recognizing an appellate court may affirm a trial courts decision that reached the right result regardless of the trial courts reasoning B. recognizing that the majoritys reasoning strongly suggests that determinatesentencing schemes are unconstitutional C. holding that two statutes that are part of the general assemblys adam walsh act are unconstitutional and are severed and that after severance they may not be enforced D. holding that state bans on samesex marriage are unconstitutional E. holding unconstitutional ordinance enacted in reliance on foreign studies which focused only on efficacy of land use and zoning schemes in reducing crime

assistant: The best answer is B. recognizing that the majoritys reasoning strongly suggests that determinatesentencing schemes are unconstitutional
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: accordingly , you may not host , provide matchmaking services for , or intercept , emulate or redirect the communication protocols used by blizzard entertainment as part of world of warcraft , regardless of the method used to do so .

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: Each Loan Party has duly complied, and its Properties, business operations and leaseholds are in compliance with, the provisions of all federal, state and local laws, rules and regulations applicable to such Borrower, its Properties or the conduct of its business, except for any such non-compliance that would not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance with any applicable laws issued by any Governmental Authority to any Loan Party under any such law, rule or regulation, except for any such citations, notices or orders in respect of noncompliance the failure to comply with which would not reasonably be expected to have a Material Adverse Effect.

assistant: Compliance With Laws