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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: some recognized legal théory. Spinale v. U.S. Dep’t of Agric., 621 F.Supp.2d 112, 119 (S.D.NY 2009) (McMahon, J.) aff'd sub nom., 356 Fed.Appx: 465 (2d Cir.2009). However, a complaint containing “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged” will survive a motion to dismiss. See Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955). B. Prison Litigation Reform Act As a threshold matter, the parties dispute whether the Prison Litigation Reform Act (“PLRA”) bars Plaintiffs from recovering compensatory damages. In relevant part, the statute states that “[n]o Federal civil action may be brought by a priso N.Y.2002) (Scheindlin, J.) aff'd, 56 Fed.Appx. 43 (2d Cir.2003) (<HOLDING>). For the well-articulated reasons in Judge Options: A. holding that the relevant time of inquiry is the date of the filing of the complaint B. holding with respect to another part of the plra that the court must determine the prisoners status on the date the suit or appeal is brought rather than at some other time C. holding that the plra only applies to plaintiffs who are incarcerated at the time an action is commenced D. holding that the plra bar applies to lawsuits brought by inmates regardless of whether the inmate is incarcerated at the time of filing or whether the plaintiff is subsequently paroled sentenced or released E. holding that the donovan rule applies regardless of whether the injunction is issued before or after the federal court filing

assistant: The best answer is D. holding that the plra bar applies to lawsuits brought by inmates regardless of whether the inmate is incarcerated at the time of filing or whether the plaintiff is subsequently paroled sentenced or released
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 claim, action, suit or proceeding pending or, to the Knowledge of the Company, threatened against any of the Company or its Properties which, if adversely determined, will affect or can reasonably be expected to affect materially and adversely, the Company, or which seeks to prohibit, restrict or delay consummation of the transaction contemplated hereby or any of the conditions to consummation of such transaction, nor to the Knowledge of the Company is there any judgment, decree, injunction, ruling or order of any court, Governmental Authority, including, but not limited to, the Commission, any commission, agency or instrumentality or arbitrator outstanding against the Company having, or which may in the future have, any such effect. Neither the Company nor any Affiliate thereof is under investigation with respect to, any violation of any provision of any federal or state law or administrative regulation in respect of the business of the Company. The Company is not a party to or bound by any judgment, decree, injunction, ruling or order of any Governmental Authority or any other person which has affected or may affect materially and adversely the Preferred Shares.

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: Subject to making the Concession Payment described in Section 4 hereof, Licensee will be entitled to all revenues from operations of the Leased Premises and will be responsible for all expenses associated with the Business, including (a) all insurance to be maintained by Licensee in accordance with this Agreement, (b) sales tax on all sales of alcoholic beverages and food at the Property and (c) the pro rata allocation of the compensation for any of Licensor’s (or Hotel Manager’s) or its agents’ or independent contractors’ employees (if any) to the extent used by Licensee in conducting the Business.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. The United States District Court for the Northern District of Illinois shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement; provided , however , that nothing in this Agreement shall be deemed a consent or submission by CAC to the jurisdiction of the Bankruptcy Court for any purpose, including with respect to any disputes under or relating to this Agreement, and the Company and CAC reserve all rights in this regard.

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: The Company shall reimburse ACA for all of its Company-pre-approved, actual and out-of-pocket expenses, including but not limited to reasonable and documented travel, legal fees and other expenses, incurred in connection with the Transaction, whether or not the Transaction is completed, subject to presentation of appropriate documentation evidencing such out-of-pocket expenses. ACA will not bear any of the Company's legal, accounting, printing or other expenses in connection with any transaction considered or consummated hereby. It also is understood that ACA will not be responsible for any fees or commissions payable to any finder or to any other financial or other advisor utilized or retained by the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by the Constitution and laws, shall be liable to the party injured in an action at law, suit in equity, or other proper proceeding for redress. The essence of the plaintiffs’ claim is that Congress gave them certain rights and privileges under the IDEA, specifically procedural due process rights to ensure a free appropriate public education for children with disabilities, and the defendants intentionally deprived them of those rights and privileges, resulting in two types of compensatory damages— emotional distress damages and other money damages resulting from the denial to Heidi of a free appropriate public education. While the source of these rights is the IDEA, the remedy claimed for the deprivation of these rights is §1983, not the IDEA. See, Maine v. Thiboutot, 448 U.S. 1 (1980) (<HOLDING>). The plaintiffs framed the complaint in this Options: A. holding that 1983 applies to violations of any federal statute not just equal rights legislation B. holding that 1983 authorizes suits to redress violations by state officials of rights created by federal statutes as well as the federal constitution C. recognizing state laws can be preempted by federal regulations as well as by federal legislation D. holding that because 1983 by its plain text broadly encompasses violations of federal statutory as well as constitutional law plaintiffs could bring suit for violation of social security act E. recognizing cause of action against federal officials for violation of constitutional rights

assistant: The best answer is B. holding that 1983 authorizes suits to redress violations by state officials of rights created by federal statutes as well as the federal constitution
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: by using the service , you represent and warrant that you are not located in any such country or on any such list , and shall not use the service , or provide access to or use of the service to anyone , in any such country .

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: 23 I. & N. Dec. 319 (BIA 2002), and In re Recinas, 23 I. & N. Dec. 467 (BIA 2002), do not require that the hardship be “substantially beyond the ordinary hardship” (as each expressly states). She argues that those decisions require instead only a “hardship that would place the Petitioner in a small select group of persons suffering a unique form of hardship that is selective rather than too substantial or unconscionable.” (Petr.’s Br. at 8.) Whatever that standard might mean, there is no support for it in the BIA’s decisions. In re Andazola-Rivas and In re Reciñas expressly reaffirmed the standard set forth in In re Monreal-Aguinaga, and Jimenez’s argument to the contrary “does not even reach the level of being colorable.” Barco-Sandoval v. Gonzales, 516 F.3d 35, 40 (2d Cir.2008) (<HOLDING>). Finally, Jimenez argues that the IJ Options: A. holding the government waived its argument on appeal that the defendant did not have standing to challenge a search when it failed to raise the argument to the district court B. holding that a judge did not act in clear absence of all jurisdiction where he had colorable authority to take the action in question C. recognizing that appellate counsel is under no duty to raise every colorable claim suggested by a client D. holding that similar argument did not raise a colorable question of law for purposes of jurisdiction E. holding that government lost right to raise lack of expectation of privacy argument on appeal when it failed to raise argument below

assistant: The best answer is D. holding that similar argument did not raise a colorable question of law for purposes of jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and Guarantors have filed all United States federal and state income Tax returns and all other material Tax returns which are required to be filed by them and have paid all United States federal and state income Taxes and all other material Taxes due from the Borrower and Guarantors pursuant to such returns or pursuant to any material assessment received by the Borrower or any Guarantor, except for such Taxes or assessments, if any, as are being contested in good faith and as to which adequate reserves have been provided. No Tax Liens have been filed and no claims are being asserted with respect to any such Taxes that have had or would reasonably be expected 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: sentence, or resentencing. See id. § 9546. Consequently, because the only claim at issue in a motion for post-conviction DNA testing is a convicted individual’s eligibility for such testing under the aforementioned provisions of Section 9543.1, when the trial court enters an order either granting or denying the testing, the litigation under this section is at an end: the sole claim between the parties — the Commonwealth and the movant — has been addressed by the trial court and finally disposed of. Thus, under the plain language of Rule 341(b), because a trial court order granting or denying the motion for DNA testing disposes of all claims raised by all parties to the litigation, it is, therefore, a final order. See Commonwealth v. Bryant, 566 Pa. 307, 310-11, 780 A.2d 646, 648 (2001) (<HOLDING>). In the instant matter, the Commonwealth, as Options: A. holding that a nonfinal order is immediately appealable where it finally determined claims of right separable from and collateral to rights asserted in the action emphasis added B. holding sanctions order pursuant to district courts inherent powers not immediately appealable C. holding that pursuant to parap 341b order of pcra court which fully and finally disposed of all issues before it was final and immediately appealable D. holding that this court lacked preliminary authority to review the district courts jurisdiction because there was no immediately appealable order before the court E. holding such denial to be an immediately appealable collateral final order

assistant: The best answer is C. holding that pursuant to parap 341b order of pcra court which fully and finally disposed of all issues before it was final and immediately appealable
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 third persons (see, e.g., Renslow v. Mennonite Hospital, 67 Ill. 2d 348 (1977)), there is strong public policy in Illinois that states that “the law will not treat a fetus as an entity which is entirely separate from its mother.” Stallman, 125 Ill. 2d at 277. El-Amin notes that the court expressly refused to subject to state scrutiny “all the decisions a woman must make in attempting to carry a pregnancy to term,” which would infringe on the woman’s privacy and bodily autonomy. Stallman, 125 Ill. 2d at 278. Instead, the Stallman court specifically held that it would be a legal fiction “to treat the fetus as a separate legal person with rights hostile to and assertable against its mother.” Stallman, 125 Ill. 2d at 278. See also In re Baby Boy Doe, 260 Ill. App. 3d 392 (1994) (<HOLDING>). The most recent expression of this court on Options: A. holding that constitutional right of privacy does not apply to medical records B. recognizing state constitutional right of individual privacy that may be asserted to prevent unwanted infringements of bodily integrity C. holding that a students right to bodily integrity under the fourteenth amendment encompasses a students right to be free from sexual assaults by his or her teachers D. holding that a womans competent choice to refuse medical treatment as invasive as a caesarian section must be honored even in circumstances where the choice might be harmful to the fetus and that the right to privacy was conceptually linked to the right to bodily integrity E. recognizing that the right to be free of stateoccasioned damage to a persons bodily integrity is protected by the fourteenth amendment guarantee of due process

assistant: The best answer is D. holding that a womans competent choice to refuse medical treatment as invasive as a caesarian section must be honored even in circumstances where the choice might be harmful to the fetus and that the right to privacy was conceptually linked to the right to bodily integrity
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: Plan participation is voluntary and Eligible Employees do not automatically become Participants upon meeting the Plan’s eligibility requirements. An Eligible Employee, who has met the Plan’s eligibility requirements as described in Section 3, may commence Plan participation after the Effective Date by delivering an authorization for deductions from such individual’s Compensation, in accordance with procedures established by the Plan Administrator.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as described on Schedule E , TARGET does not have any obligation to or claim against any past or present owner of TARGET, and no such Person has any obligation to or claim against TARGET. No past or present owner of TARGET has any direct or indirect interest of any kind in any business or entity, which is competitive with TARGET.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

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: All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered personally or sent by (a) registered or certified mail, return receipt requested, (b) a nationally-recognized courier service guaranteeing next-day delivery, charges prepaid or (c) e-mail, as the case may be. Any such notices shall be addressed to the receiving Party at such Party’s address set forth below, or at such other address as may from time to time be furnished by similar notice by either Party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: enforcing and policing the criminal law is assigned to the courts of general jurisdiction and not to this court.” Id.; see also Bloemker, 229 Ct.Cl. at 692. Without such specific authority, this Court has generally held that it does not possess subject matter jurisdiction over agreements made in the course of criminal proceedings, such as plea agreements, immunity agreements, and witness protection agreements. Sadeghi, 46 Fed.Cl. at 662 (finding no jurisdiction over breach of a plea agreement); see also Sanders v. United States, 252 F.3d 1329, 1331, 1336 (Fed.Cir.2001) (finding that this court lacked jurisdiction over a post-trial stipulated release agreement); Kania, 650 F.2d at 269 (deciding that the court had no jurisdiction over an immunity agreement); Drakes, 28 Fed.Cl. at 194-95 (<HOLDING>); Grundy v. United States, 2 Cl.Ct. 596, 598-99 Options: A. holding that the superior court had no jurisdiction over the division of marital property when the district court had properly invoked jurisdiction over the property B. holding that court had no supplemental jurisdiction over claim by shareholder for breach of merger agreement that was the subject of the dispute between the merger partners over which the district court had subject matter jurisdiction C. holding the court of appeals had subject matter jurisdiction notwithstanding a defendants waiver of appellate rights in a plea agreement D. holding that court of claims has jurisdiction over actions for breach of standard contract E. holding that the court had no jurisdiction over an alleged breach of a plea agreement

assistant: The best answer is E. holding that the court had no jurisdiction over an alleged breach of a plea agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the e-Marine Shareholders, Parent and e-Marine will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement sets forth the terms and conditions of your employment that shall apply commencing on the Effective Date and ending upon termination of this Agreement by either party as described in Section 7 hereof (such period, the “Employment Term”).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9.5 in the event of any errors relating to the pricing or specifications , viber shall have the right to refuse or cancel any orders in its sole discretion .

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: a limited right in the secured creditor to the sale proceeds of the licenses. Id. at 380. Her decision not to recognize even such a circumscribed right, therefore, was based upon an implicit assumption — and in the bankruptcy court’s view, an erroneous one — that broadcasting licenses do not qualify as property of the estate. Id. We decline to adopt the rationale of Ridgely for two reasons. First, contrary to Ridgely’s interpretation, Judge Crabb did not reject the notion that a broadcasting license may fall within the broad range of assets that qualify as property of the estate. Indeed, she expressly assumed that it did constitute property of the estate. See 138 B.R. at 576 (citing In re Fugazy Express, Inc., 114 B.R. 865 (Bankr.S.D.N.Y.1990), aff'd, 124 B.R. 426 (S.D.N.Y.1991) (<HOLDING>), appeal dismissed for want of jurisdiction, Options: A. holding that a professionals license is a protected property interest B. holding that a debtors interest in a tenancy by the entirety is property of the bankruptcy estate under section 541 because of debtors undivided present interests in the use possession income and right of survivorship of the property C. holding that funds held in escrow are property of the estate only to the extent of the debtors independent right to that property D. holding that the debtors interest in a broadcasting license constitutes property of the estate E. holding that a broadcasting license was property of the estate but not subject to a security interest

assistant: The best answer is D. holding that the debtors interest in a broadcasting license constitutes property of the estate
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: “charges,” “amount”, and “balance due.” The Owners argue this evidence is insufficient to establish either the property class used to allocate assessments or whether they are special or annual assessments. However, Wilson specifically states in his affidavit that he calculated the amounts due and owing in the course of his duties to “track[ ] assessments owed by various commercial entities within the Sonterra and Stone Oak subdivisions”; and the schedules list the nature of the charges, whether “assessment,” “late fees,” “legal fees,” “mowing,” etc. We therefore hold Wilson’s affidavit is sufficient to support the trial court’s summary judgment on the amount of past due assessments. See FFP Mktg. Co. v. Long Lane Master Trust IV, 169 S.W.3d 402, 411 (Tex.App.-Fort Worth 2005, no pet.) (<HOLDING>); Hudspeth v. Investor Collection Serv. Ltd. Options: A. holding that an affidavit consisting entirely of inadmissible hearsay is not sufficient to survive summary judgment B. holding affidavit by bank president was sufficient to support summary judgment where it established plaintiff bank owned the note and the amount due on the note and defendant failed to offer controverting evidence C. holding that affidavit setting forth total balance due on note is generally sufficient to sustain summary judgment and detailed proof of balance not required D. holding that bank employees affidavit setting forth total balance due sufficient to support summary judgment E. holding that trial court may not grant summary judgment by default when the movants summary judgment proof is legally insufficient

assistant: The best answer is C. holding that affidavit setting forth total balance due on note is generally sufficient to sustain summary judgment and detailed proof of balance not required
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 gun in defendant's back pocket). 30 . Lo-Ji Sales, Inc. v. New York, 442 U.S. 319, 329, 99 S.Ct. 2319, 60 L.Ed.2d 920 (1979) (Fourth Amendment violated by sweeping search of "adult” bookstore; officers viewed films “without the payment a member of the public would be required to make,” and viewed magazines and books "not ... as a customer would ordinarily see them” by removing cellophane wrappers). 31 . 1 LaFave, supra note 20 § 2.4(b) at 630. Courts have held that searches of private offices, airline baggage rooms, employee break rooms, employee locker rooms, private dressing rooms of entertainers, etc. are not sustainable on the theory of "store premises open to the public.” Id. (collecting cases). 32 . Illinois v. Caballes, 543 U.S. 405, 409, 125 S.Ct. 834, 160 L.Ed.2d 842 (2005) (<HOLDING>); City of Indianapolis v. Edmond, 531 U.S. 32, Options: A. holding that a canine sniff of an automobile need not be justified by reasonable articulable suspicion of drug activity B. holding that an officer does not need reasonable articulable suspicion of drugrelated criminal activity prior to subjecting defendants car to a dog sniff subsequent to a lawful traffic stop C. holding a canine sniff on a legitimately detained automobile is not a search within the meaning of the fourth amendment D. holding that a canine sniff is a search for purposes of the fourth amendment E. holding that canine sniff not a search under the fourth amendment

assistant: The best answer is A. holding that a canine sniff of an automobile need not be justified by reasonable articulable suspicion of drug activity
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: in the FDPA’s trial-like sentencing regime is particularly appropriate given the interdependence of adversarial rights. See Edmund M. Morgan, The Jury and the Exclusionary Rules of Evidence, 4 U. Chi. L.Rev. 247, 255 (1936) (arguing that the right to “cross-examine is an essential element” of any adversarial system). If capital sentencing purports to provide a full-fledged adversarial proceeding, then a true adversarial proceeding it must give. See Christopher K. Tahbaz, Note, Fairness to the End: The Right to Confront Adverse Witnesses in Capital Sentencing Proceedings, 89 Colum. L.Rev. 1345, 1368 (1989) (“Because the right of confrontation is fundamental to the adversarial process, it should be extended to capital sentencing procedures”); cf. Morgan, 504 U.S. at 727, 112 S.Ct. 2222 (<HOLDING>). In particular, a meaningful Right to Counsel Options: A. holding that if a jury is to be provided the defendant at capital sentencing regardless of whether the sixth amendment requires it the jury must stand impartial and indifferent to the extent commanded by the sixth amendment B. holding that the defendants sixth amendment right to a jury did not include having a jury decide whether or not he should receive a capital sentence C. holding federal sentencing guidelines are subject to jury trial requirements of sixth amendment D. holding that there is no sixth amendment right to jury sentencing E. holding the sixth amendment right to a jury trial applies to the states through the fourteenth amendment

assistant: The best answer is A. holding that if a jury is to be provided the defendant at capital sentencing regardless of whether the sixth amendment requires it the jury must stand impartial and indifferent to the extent commanded by the sixth amendment
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 employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or contributed to or by the Company or any of its subsidiaries or the OP for employees or former employees of the Company or any of its subsidiaries or the OP is in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code; and no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, exists or has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption, and transactions which, individually or in the aggregate, would not have a Material Adverse Effect, and no such plan is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to Optionee's interest except by means of a writing signed by the Company and Optionee. This Agreement is governed by the laws of the state of Delaware. In the event of any conflict between the terms and provisions of the Plan and this Agreement, the Plan terms and provisions shall govern. Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Plan. Certain other important terms governing this Agreement are contained in the Plan.

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: All of the representations and warranties of the parties hereto contained in this Agreement and any claims related to the performance of any covenant or agreement of the parties contained in this Agreement prior to or at the Closing shall survive the Closing Date and shall terminate and expire eighteen (18) months after the Closing Date provided, however, the representations and warranties of Seller set forth in Sections 4.1, 4.2, 4.3, and the first sentence of Section 4.9(a) and of Buyer set forth in Section 5.1 and 5.2 (collectively, the “Fundamental Representations” ) shall survive the Closing Date indefinitely. The covenants and agreements of the parties set forth in this Agreement to be performed after the Closing shall survive the Closing until fully performed and discharged. The applicable period of such survival set forth in this Section 9.1 subsequent to Closing is referred to as the “Survival Period” .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you retain any and all intellectual property rights you already hold under applicable law in content you upload , publish , and submit to or through the servers , websites , and other areas of the service , subject to the rights , licenses , and other terms of this agreement , including any underlying rights of other users or linden lab in content that you may use or modify .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The insurance coverage of the Loan Parties and the Restricted Subsidiaries as in effect on the Closing Date in excess of $10,000,000 is outlined as to carrier, policy number, type and deductible on Schedule 9.1.17 . As of the Closing Date, all premiums due and payable in respect insurance covering a material portion of the Collateral have been paid.

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: will not reverse absent an abuse of discretion. Passley v. State, 323 Ark. 301, 915 S.W.2d 248 (1996). Where, however, the offenses are joined solely on the basis that they are of the same or similar character, a defendant has an absolute right to their severance. Id. Rule 22.2 of the Arkansas Rules of Criminal Procedure provides further that the circuit court should grant a motion to sever if necessary for a fair trial of each offense. Our supreme court has held that when each victim’s testimony would be admissible in the trial of the other to show a defendant’s intent, motive, or common scheme or plan, then there is no abuse of discretion in refusing to sever two cases. Parish v. State, 357 Ark. 260, 163 S.W.3d 843 (2004); see also Lukach v. State, 310 Ark. 119, 835 S.W.2d 852 (1992) (<HOLDING>). Here, Thompson argues that all the Options: A. holding that the district court did not abuse its discretion in refusing to sever trials where the time between the two crimes was a matter of only a few minutes the proximity was within one block and each crime was motivated by the objective of obtaining money through robbery B. holding that trial court did not abuse discretion in denying motion to sever because trial of three defendants would not create confusion C. holding district court did not abuse its discretion by refusing to sever numerous substantively unconscionable terms from arbitration agreement D. holding that the 9circuit court did not abuse its discretion in refusing a motion to sever separate charges of rape committed against the appellants two nieces E. holding that trial court did not abuse discretion in denying motion to sever because codefendants defenses were not antagonistic

assistant: The best answer is D. holding that the 9circuit court did not abuse its discretion in refusing a motion to sever separate charges of rape committed against the appellants two nieces
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 Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Credit Parties) upon demand against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent's gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or any action taken or omitted by Agent hereunder or thereunder. If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders until such additional indemnity is furnished.

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: license agreements. This fact was first conveyed to Kustom by Norwood’s attorney’s letter of November 3, 2009, which also claimed to terminate the license agreement. But the successor Norwood stands in the shoes of the Old Norwood, and is therefore estopped from attempting to piggyback on Old Norwood’s 2008 notice, given Kustom’s curative efforts and Old Norwood’s ensuing silence and continued commerce with Kustom. Norwood was required to provide new notice and an opportunity to cure whatever breaches it may have alleged prior to terminating. Although the Court previously found in this entry that Kustom committed the first material breach, that breach did not discharge Norwood from its contractual obligations to Kustom. See Frazier v. Mellowitz, 804 N.E.2d 796, 804 (Ind.Ct.App.2004) (<HOLDING>). Therefore, regardless of Kustom’s breach, Options: A. holding that as a matter of law nonbreaching party was bound by the contract despite other partys material breach because nonbreaching party continued to demand performance under the contract following the material breach B. holding that an uncured material breach does not discharge the nonbreaching party unless the material failure to perform cannot be cured C. holding plaintiff not required to perform its residual contract obligations after defendants material breach D. holding that nonbreaching party must decide whether to rescind the contract or seek to enforce it when the material breach occurred rather than waiting until after trial and before judgment to decide and stating that nonbreaching party waived its right to rescind the contract based on the other partys material breach by 1 treating the contract as still in effect following the material breach and 2 by filing suit to enforce the contract E. holding only a material breach discharges contractors duty to perform

assistant: The best answer is B. holding that an uncured material breach does not discharge the nonbreaching party unless the material failure to perform cannot be cured
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 reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 663, 129 S.Ct. 1937. Also relevant here is the question of whether an affirmative defense may be considered before the filing of answer on a Rule 12(b)(6) motion. “An affirmative defense may be raised by a pre-answer motion to dismiss under Rule 12(b)(6), without resort to summary judgment procedure, if the defense appears on the face of the complaint.” Pani v. Empire Blue Cross Blue Shield, 152 F.3d 67, 74 (2d Cir. 1998) (emphasis added). As one court observed: A plaintiffs complaint should contain allegations that support her claim, but a plaintiff has no obligation to anticipate and refute potential affirmative defenses. Harris v. City of New York, 186 F.3d 243, 251 (2d Cir. 1999) (<HOLDING>), citing 5 Charles Alan Wright & Arthur R. Options: A. holding that the running of the statute of limitations is an affirmative defense B. holding that the statute of limitations in a criminal case is a nonjurisdictional affirmative defense that is waived if not raised in the trial court C. holding that complaint need not anticipate statute of limitations which is an affirmative defense D. holding that where plaintiffs claims are timely on the face of the allegations of the complaint a court should strike the affirmative defense of statute of limitations E. holding that fair use is an affirmative defense

assistant: The best answer is C. holding that complaint need not anticipate statute of limitations which is an affirmative defense
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 further represent and warrant that you have created or own any material you submit via the service ( including translation materials , course contributor materials , activity materials , and content ) and that you have the right , as applicable , to grant us a license to use that material as set forth above or the right to assign that material to us as set forth below .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may elect to engage the services of attorneys, consultants, accountants or other persons. The Administrator, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. The Administrator (and its members) shall not be personally liable for any action, determination or interpretation made with respect to the Plan or the Awards, and the Administrator (and its members) shall be fully protected by the Company with respect to any such action, determination or interpretation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Revolving Loans made on and after the Closing Date shall be used by Borrower to refinance all the loans outstanding under the Existing Revolving Credit Agreement, to fund fees and expenses payable hereunder and for general corporate purposes of Borrower not in contravention of any law, including to provide for ongoing working capital requirements.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: memorandum of plea agreement filed in this case. Upon our careful review of the record we find no term, either express or implied, such as alleged by Nosa. To the contrary, the written guilty plea expressly states that “no one has made any promises or inducements to make me plead guilty, nor has anyone threatened me to cause me to plead guilty.” The relevant record thus contains and consists of Nosa’s own assertion that no promises or inducements led to his guilty plea, and thus his bare allegation to the contrary neither meets a minimum threshold of credibility nor overcomes the presumption the record truly reflects the facts. Therefore, and assuming Nosa has preserved error on this claim, we find it to be without merit. See, e.g., Foster v. State, 395 N.W.2d 637, 638 (Iowa 1986) (<HOLDING>); State v. Boge, 252 N.W.2d 411, 414 (Iowa Options: A. holding that postconviction allegations directly refuted by the trial record are without merit B. holding no evidentiary hearing was required where the affidavits of the defendant and his wife were directly contradicted by the defendants sworn testimony during the plea hearing C. holding that a ground for relief not pled in a motion for postconviction relief is waived and cannot be raised on appeal D. holding statute of limitations for filing petition for postconviction relief not tolled by general savings statute tolling limited to reasons enumerated in state postconviction relief act E. holding applicant for postconviction relief not entitled to hearing where allegation directly contradicted record and minimum threshold of credibility not met

assistant: The best answer is E. holding applicant for postconviction relief not entitled to hearing where allegation directly contradicted record and minimum threshold of credibility not met
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: See United States v. Promise, 255 F.3d 150, 154 (4th Cir. 2001) (en banc) (discussing plain error standard of review), petition for cert. filed, Sept. 20, 2001 (No. 01-6398). In Promise, we applied Apprendi to drug offenses in §§ 841 and 846 and held that “the specific threshold [drug] quantity must be treated as an element of an aggravated drug trafficking offense, i.e., charged in the indictment -month sentence was “longer than that to which he would otherwise be subject.” White, 238 F.3d at 542. We therefore find no plain error under Apprendi. Nor do we find plain error in the district court’s application of the enhancement for being a leader or organizer, USSG § 3131.1(a) (2000), which Turnbull alleges violates Apprendi. United States v. Kinter, 235 F.3d 192, 200-01 (4th Cir.2000) (<HOLDING>), cert. denied 532 U.S. 937, 121 S.Ct. 1393, Options: A. holding that apprendi does not apply where the defendant was sentenced to less than the statutory maximum B. holding that apprendi v new jersey 530 us 466 120 sct 2348 147 led2d 435 2000 does not apply to a judges exercise of discretion within a statutory range so long as a defendants sentence is not set beyond the maximum term specified in the substantive statute C. holding apprendi does not apply to consecutive sentencing D. holding that apprendi does not apply to judges exercise of sentencing discretion within statutory range so long as defendants sentence is not set beyond maximum term specified in substantive statute E. holding apprendi is not implicated by an application of the sentencing guidelines that increases the sentencing range so long as the sentence imposed does not exceed the statutory maximum

assistant: The best answer is D. holding that apprendi does not apply to judges exercise of sentencing discretion within statutory range so long as defendants sentence is not set beyond maximum term specified in substantive statute