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: With the exception of any alleged violation of Paragraphs 10 and 11 of this Agreement, any other controversy, dispute or claim arising out of or relating to this Agreement or its breach will first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, we agree to attempt in good faith to settle the dispute by mediation administered by JAMS. If we are unsuccessful at resolving the dispute through mediation, we agree to binding arbitration administered by JAMS pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Judgment on the award may be entered in any court having jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which, taken together, will constitute one instrument. Purchaser and Seller may execute different counterparts of this Amendment and, if they do so, the signature pages from the different counterparts may be combined to provide one integrated document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Lender’s Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued commitment fees shall be payable in arrears on the fifteenth Business Day following the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: better than others. Thus, although the Supreme Court held in State v. Adams, 339 Or 104, 116 P3d 898 (2005), that a total delay of 23 months in a misdemeanor DUII prosecution was unreasonable even if it was attributable to a lack of judicial resources, longer delays have been held reasonable in other circumstances. For example, in State v. Ayers, 207 Or App 668, 692-93, 143 P3d 251, rev den, 342 Or 253 (2006), we held that a delay of more than four years was reasonable, given that the defendant had been incarcerated in Washington and, under the circumstances, the state could reasonably have assumed that she had waived the right to a speedy trial on the charges against her in Oregon. See also State v. Johnson, 342 Or 596, 616-17, 157 P3d 198 (2007), cert den, _ US _, 128 S Ct 906 (2008) (<HOLDING>); State v. Fleetwood, 186 Or App 305, 323, 63 Options: A. holding that a delay of more than four years caused largely by the state making pretrial appeals was reasonable under the circumstances B. holding a four month delay to be reasonable under 3161h7 C. holding that a claim not alleged in the complaint was pretried by implied consent of the parties during four years of discovery and other pretrial maneuverings D. holding delay of two years and four months lengthy enough to warrant review of other factors E. holding that a delay of more than eight years attributable to the normal workings of the appellate process in addressing a pretrial appeal is reasonable

assistant: The best answer is A. holding that a delay of more than four years caused largely by the state making pretrial appeals was reasonable under the circumstances
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 enure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party except that this Agreement may be assigned by Tokai to an affiliate or successor in interest who agrees to be bound by its terms.

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 case excerpt and choose the best holding from the options. Case excerpt: policy, which specifically states that the application form is incorporated into the terms of the policy. See Gulf Policy, p. 1. The proposal form itself confirms the parties’ intent that it be part of the policy. It provides, “It is agreed by the Company and the Insured Persons that the particulars and statements contained in the Proposal Form and any information provided herewith ... are the basis of this Policy and are to be considered as incorporated in and constituting a part of this Policy.” Great American Proposal Form, p. 4. Ohio case law holds that language of this sort shows “unambiguously” that applications and any attached forms are incorporated into the actual policy. See Winston v. Illinois Nat’l Ins. Co., No. C000251, 2001 WL 395154, at *3 (Ohio Ct.App. Apr. 20, 2001) (<HOLDING>); Personal Serv. Ins. Co. v. Lester, No. Options: A. holding that the plain meaning of the uim policy language was clear and not contrary to public policy B. holding that absent follow form language provision that excess policy would continue as underlying policy did not impose coverage as provided in underlying policy C. holding that first part of boggs test was satisfied where purported warranty language appeared in the declarations to the policy D. holding that an arbitration award involving the appellants challenge to the failure of the insurance company to ensure that he had read and understood a signed waiver and to attach the waiver to the insurance policy as contrary to public policy is not reviewable by the courts because there is no challenge to a provision or term of the policy the appellant never claimed that the waiver or policy language itself was contrary to the public policy of this commonwealth E. holding that the first prong of the boggs test is satisfied when as here the policy includes an application that contains unambiguous language linking back to the policy

assistant: The best answer is E. holding that the first prong of the boggs test is satisfied when as here the policy includes an application that contains unambiguous language linking back to the policy
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: Subtenant agrees to indemnify and hold harmless Sublandlord from and with respect to any claims for a brokerage commission, finder’s fee or similar payment with respect to this Sublease that is made by any party claiming by, through or under Subtenant. Similarly, Sublandlord agrees to indemnify and hold harmless Subtenant from and with respect to any claims for a brokerage fee, finder’s fee or similar payment with respect to this Sublease that is made by a party claiming by, through or under Sublandlord.

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: final determinations of a state court. See, e.g., District of Columbia Court of Appeals v. Feldman, 460 U.S. 462, 476, 103 S.Ct. 1303, 1311-12, 75 L.Ed.2d 206 (1983); Rooker v. Fidelity Trust Co., 263 U.S. 413, 415-16, 44 S.Ct. 149, 150, 68 L.Ed. 362 (1923). This is true even when federal constitutional issues are at stake. See Worldwide Church of God v. McNair, 805 F.2d 888, 891 (9th Cir.1986). But the Mullinses have not asked the federal courts to review a final determination of any state court. Instead, they have launched a due process challenge to Oregon’s treatment of their claim to the adoption of their grandchildren. The juvenile court never considered the Mullinses’ constitutional claims. Nor could it have. See Adams v. Oregon State Children’s Services Div., 886 P.2d at 22-23 (<HOLDING>). As a result, this federal proceeding is Options: A. holding 1 record must affirmatively show summons with which juvenile was served for jurisdiction to vest in juvenile court and 2 no jurisdiction existed despite juveniles attendance because no affirmative showing of service was made B. holding that the claims court has no jurisdiction under the tucker act over claims to social security benefits C. holding that juvenile court has no jurisdiction to consider constitutional claims D. holding that district court had jurisdiction to consider claims under the all writs act E. holding that district court had no jurisdiction to consider plaintiffs claims that his constitutional rights were violated in state divorce proceeding

assistant: The best answer is C. holding that juvenile court has no jurisdiction to consider constitutional claims
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 any Executive Agreement, Employment Agreement or similar agreement between the Company and the Grantee, in the event a Sale Event occurs prior to the end of a Performance Period, the Administrator shall determine the number of Restricted Stock Units to be earned by the Grantee in accordance with the principles set forth in Section 5 based upon the Company’s performance during the Change in Control Performance Period.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Flood, Harinek, scad Hen-rich, but the rationale of River Park was based on a case that originated before the 1970 Constitution. In that decision, Young v. Hansen, 118 Ill. App. 2d 1 (1969), the Second District adopted the common law exception of “corrupt or malicious motives” as an exception to the Act. Young held that the “immunity afforded by section 2 — 201—while not expressly referring to the question of malice — extends only to those types of acts not resulting from corrupt or malicious motives.” Young, 118 Ill. App. 2d at 8. Since then, the Second District has followed the Young holding to recognize the “corrupt or malicious motives” exception to other grants of immunity by the Act. See River Park, 281 Ill. App. 3d at 163; Madonna v. Giacobbe, 190 Ill. App. 3d 859, 868 (1989) (<HOLDING>); Idlehour Development Co. v. City of St. Options: A. recognizing corrupt or malicious motives exception to sections 2 103 2 201 and 2 205 B. recognizing corrupt or malicious motives exception to sections 2 201 and 2 206 of the act C. recognizing such an exception D. recognizing exception E. recognizing the rule and the exception but holding facts did not support claim to exception

assistant: The best answer is A. recognizing corrupt or malicious motives exception to sections 2 103 2 201 and 2 205
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: 548, 973 P.2d 527 (1999). The court reasoned that “to interpret the words ‘each violation’ to authorize a $2,500 sanction for each and every failure \.. would result in an unreasonable or oppressive statutory penalty,” while on the other hand, “to take all violations constituting evidence of a business practice in violation of a particular rule or regulation and count them as only one violation would be equally unreasonable.” Id. at 534-35, 206 Cal.Rptr. 164 (citing Hale, 22 Cal.3d at 399, 149 CaLRptr. 375, 584 P.2d 512). Therefore, the court concluded, a trial court should use a circumstances-based analysis to determine what penalties were justified based on the defendants’ conduct. Id.; see also Hewlett v. Squaw Valley Ski Corp., 54 Cal.App.4th 499, 536-37, 63 Cal.Rptr.2d 118 (1997) (<HOLDING>). We further note that when a penalty scheme Options: A. holding that each converterdecoder manufactured or distributed in violation of 553 is a separate violation of the statute B. holding that though we do not have exclusive jurisdiction over unfair competition claims our own circuit law nonetheless determines when inequitable conduct also constitutes unfair competition C. holding that a court cannot impose procedural re quirements on an agency beyond the minimum requirements imposed by statute D. holding that as in an action alleging infringement of a mark likelihood of confusion is the essence of an unfair competition claim E. holding that a trial court had discretion to construe an unfair competition statute which imposed a minimum of 2500 penalty for each violation as allowing it to impose damages based on separate instances of wrongful tree harvesting rather than the number of trees removed

assistant: The best answer is E. holding that a trial court had discretion to construe an unfair competition statute which imposed a minimum of 2500 penalty for each violation as allowing it to impose damages based on separate instances of wrongful tree harvesting rather than the number of trees removed
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* correct error. This appeal ensued. Discussion and Decision Standard of Review [7] Norris appeals the trial . court’s judgment for Coordinated Health. But the parties initially dispute our standard of review. Norris asserts that our standard of review is de novo, while Coordinated Health asserts that we must review the trial court’s judgment under the clearly erroneous standard. Norris is correct. ■ -[8] This appeal involves only a written contract and a written, joint stipulation of facts. It is well established that, where “only a. paper record has been presented to the trial court, we are in as good a position as the trial court ... and will employ de novo review.... ” Munster v, Groce, 829 N.E.2d 52, 57 (Ind.Ct.App.2005); see also Houser v. State, 678 N.E.2d 95, 98 (Ind.1997) (<HOLDING>). The clearly erroneous standard, on the other Options: A. holding appellate courts must consider the trial courts jury charge as a whole B. holding the appellate standard of review in fourth amendment search and seizure cases is limited to determining whether any evidence supports the trial courts finding and the appellate court may only reverse where there is clear error C. holding that where both the appellate and trial courts are reviewing the paper record there is no reason for the appellate courts to defer to the trial courts finding D. holding that district courts do not have appellate jurisdiction over state courts E. holding that in reviewing trial courts ruling on habeas corpus petition reviewing court must defer to all of trial courts implied factual findings supported by record

assistant: The best answer is C. holding that where both the appellate and trial courts are reviewing the paper record there is no reason for the appellate courts to defer to the trial courts finding
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: context. Therefore, the matters in dispute here do not create core jurisdiction in the bankruptcy courts. B. Whether this is a non-core proceeding. Appellee has also failed to prove that non-core jurisdiction exists in this case. In the absence of core matter jurisdiction, a non-core proceeding is the only opportunity for a bankruptcy court to hear the dispute. A matter is non-core if it does not arise under a bankruptcy case, but is “otherwise related to a case under title 11.” 28 U.S.C. § 157(c). A proceeding is related to bankruptcy if “the outcome of the proceeding could conceivably have an effect on the estate being administered in bankruptcy.” Lemco Gypsum, 910 F.2d at 788 (quoting Pacor, Inc. v. Higgins, 743 F.2d 984, 994 (3rd Cir.1984)); see also Heath, 115 F.3d at 524 (<HOLDING>). The outcome affects the estate when “the Options: A. holding claimant waived right to jury trial on claims brought against it on behalf of bankruptcy estate when it submitted its proof of claim against the estate and subjected itself to the equitable powers of the bankruptcy court B. holding that if dispute involves funds that are not property of estate it cannot be maintained in the bankruptcy court unless it is related to the bankruptcy proceeding which means it is likely to affect the debtors estate C. holding that bankruptcy court is without jurisdiction to control disposition of chapter 13 debtors property that is not property of the bankruptcy estate unless the property is related to the bankruptcy proceedings of the code D. holding directors and officers liability policy was not property of the estate because it did not increase or decrease the worth of the bankruptcy estate E. holding that a bankruptcy order is not final unless it 1

assistant: The best answer is B. holding that if dispute involves funds that are not property of estate it cannot be maintained in the bankruptcy court unless it is related to the bankruptcy proceeding which means it is likely to affect the debtors 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 legal provision and list the applicable contract clause categories. Provision: The Borrower acknowledges that the Administrative Agent or any of its Affiliates may act as the Servicer, and the Borrower waives any and all claims against the Administrative Agent, each Lender or any of their respective Affiliates and the Servicer (other than claims relating to such party’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction) relating in any way to the custodial or collateral administration functions having been performed by the Administrative Agent or any of its Affiliates in accordance with the terms and provisions (including the standard of care) set forth in the Transaction Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to indemnify the Agent and each Co-Collateral Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Commitments of any Lender shall have terminated and the Advances, the Term Loan and the 2016 Term Loan shall have been paid in full, in accordance with such Pro Rata Shares immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Advances, the Term Loan and the 2016 Term Loan) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no 2015 Non-Extending Lender shall be obligated to indemnify the Agent or any Co-Collateral Agent for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which relate to matters subsequent to the termination of such 2015 Non-Extending Lender’s Commitment and repayment of all Obligations to such 2015 Non-Extending Lender (for clarity, such 2015 Non-Extending Lenders shall remain liable for any claims which relate to a period during which they were a “Lender” hereunder, even if first asserted after the termination of such 2015 Non-Extending Lender’s Revolving Commitment and repayment of all Obligations to such 2015 Non-Extending Lender), provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the Agent’s or any Co-Collateral Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Advances, the Term Loan, the 2016 Term Loan and all other amounts payable hereunder.

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: See Carter v. Mineta, 125 Fed.Appx. 231, 238 (10th Cir.2005); Mitchell v. City and Cnty. of Denver, 112 Fed.Appx. 662, 671 (10th Cir.2004). To establish a hostile-work-environment claim, “a plaintiff must show that a rational jury could find that the workplace is permeated with discriminatory intimidation, ridicule, and insult, that is sufficiently severe or pervasive to alter the conditions of the victim’s employment and create an abusive working environment.” Davis v. U.S. Postal Serv., 142 F.3d 1334, 1341 (10th Cir.1998) (internal citations and quotations omitted). “A discriminatory and abusive environment must affect the employee’s work environment so substantially as to make it intolerable for her to continue.” Creamer v. Laidlaw Transit, Inc., 86 F.3d 167, 170 (10th Cir.1996) (<HOLDING>). “The mere utterance of a statement which Options: A. holding that sexrelated statements by a coworker made to the plaintiff while she was at home and on suspension from work did not amount to improper conduct at the workplace and therefore did not constitute actionable sexual harassment 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 the allegations of plaintiffs coemployees of sexual harassment by manager were irrelevant to plaintiffs hostile work environment claim absent evidence that plaintiff was contemporaneously aware of the alleged harassment D. holding single incident of sexual harassment was neither sufficiently pervasive nor severe to constitute a hostile work environment E. holding that a work environment did not contain pervasive harassment when the plaintiff made general allegations of frequent sexual slurs and the only specific incident cited involved a coworker grabbing the plaintiff

assistant: The best answer is E. holding that a work environment did not contain pervasive harassment when the plaintiff made general allegations of frequent sexual slurs and the only specific incident cited involved a coworker grabbing the plaintiff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 7. The Parties agree and understand that, notwithstanding any pending or future disputes between them or any claims relating to or arising from such disputes, the provision of the Information is not intended to and should not be construed as a waiver of any confidentiality or privilege over such material for any other purpose and such confidentiality and privileges are expressly reserved.

assistant: Yes
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 TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The effective date of this Agreement (the “ Effective Date ”) shall be the date that the Executive commences employment with the Company. The Effective Date shall be not later than July 1, 2016 or such earlier date that the parties can agree to.

assistant: Effective Dates
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: Sections 2 (“Definitions”), 5 (“Acceleration of Equity Awards in the Event of a Change in Control”), 6 (“Termination of Employment and Severance”), 7 (“Limitation on Payments”), 8 (“Certain Restrictive Covenants”), 9 (“Indemnification”), and 11 (“General Provisions”) of this Agreement shall survive termination of Executive’s employment by the Company.

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: If there is a Change in Control of the Company, as determined by the Board or a Committee, the Board or Committee, or board of directors of any surviving entity or acquiring entity may, in its discretion, (i) provide for the assumption, continuation or substitution (including an award to acquire substantially the same type of consideration paid to the stockholders in the transaction in which the Change in Control occurs) of, or adjustment to, all or any part of the Awards; (ii) accelerate the vesting of all or any part of the Options and SARs and terminate any restrictions on all or any part of the Stock Awards or Cash Awards; (iii) provide for the cancellation of all or any part of the Awards for a cash payment to the Participants; and (iv) provide for the cancellation of all or any part of the Awards as of the closing of the Change in Control; so long as, with respect to clause (iv) the Participants are notified that they must exercise or redeem their Awards (including, at the discretion of the Board or Committee, any unvested portion of such Award) at or before the closing of the Change in Control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Guarantee may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Guarantee may be executed and delivered by facsimile transmission, by electronic mail in “portable document format” (“ pdf ”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any controversy, dispute or claim arising under, or in connection with, or otherwise related to this Agreement (including the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be exclusively interpreted in accordance with, and governed by, the Laws of the State of Mississippi without regard to the conflicts of law rules thereof.

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 case excerpt and choose the best holding from the options. Case excerpt: its interpretation involves question of fact, precluding summary disposition.”); Seaco Ins. Co. v. Barbosa, 435 Mass. 772, 761 N.E.2d 946, 951 (2002) (reversing summary judgment, noting that when a contract has terms that “are ambiguous, uncertain or equivocal in meaning, the intent of the parties is a question of fact to be determined at trial”); Commercial Union Ins. Co. v. Boston Edison Co., 412 Mass. 545, 591 N.E.2d 165, 172 (1992) (interpretation of ambiguous contract is question of fact for the jury); Weingart v. Allen & O’Hara, Inc., 654 F.2d 1096, 1104 (5th Cir.1981) (applying Florida law) (reversing JNOV on ground that scope of release in settlement agreement was ambiguous and subject to resolution by trier of fact); Hoffman v. Terry, 397 So.2d 1184, 1184 (Fla. 3d DCA 1981) (<HOLDING>); Hurt v. Leatherby Ins. Co., 380 So.2d 432, Options: A. holding that the disputed issue with respect to the state law bar was properly submitted to the jury B. holding that claim construction is an issue of law for the court not a question of fact for the jury C. holding the denial of a motion for summary judgment on an issue which is later submitted to the jury is not reviewable D. holding that claim construction is a matter of law for the court to determine E. holding that when agreement is reasonably susceptible to more than one construction issue is properly submitted to jury for resolution as a matter of fact

assistant: The best answer is E. holding that when agreement is reasonably susceptible to more than one construction issue is properly submitted to jury for resolution as a matter of fact
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: again removed immediately after the diversity-destroying defendant was dismissed. If the Court were to grant remands in cases such as this, the effect would be to encourage plaintiffs to manipulate the removal process.... Accordingly, this Court recognizes an exception to the one (1) year requirement of § 1446(b) in cases where the defendant timely removes only to have a plaintiff later add a diversity-destroying defendant and then dismiss that defendant more than one (1) year after the action was commenced. Id. at 601. This Court notes however that even were it to accept the reasoning of Kite, the holding in Kite would not apply to Defendants here since they never timely removed in the first place. 2 . But see Zogbi v. Federated Dep’t Store, 767 F.Supp. 1037, 1039-40 (C.D.Cal.1991) (<HOLDING>); contra Rashid v. Schenck Constr. Co., Inc., Options: A. holding that the one year limit applies only to removals based on something other than the initial pleading that is only to removals pursuant to the second paragraph of 28 usc 1446b B. holding that a writ of summons alone can no longer be the initial pleading that triggers the 30day period for removal under the first paragraph of 28 usc 1446b C. holding that removal under the second paragraph of 1446b did not apply and defendants therefore had removed outside of the thirty day time period triggered at the time of service of the complaint D. holding other paper must be unequivocally clear and certain to start the time limit running for a notice of removal under the second paragraph of section 1446b E. holding that an initial pleading triggered the thirtyday time limit for removal under 1446b because it sets forth on its face express allegations as to the monetary amount of damages

assistant: The best answer is A. holding that the one year limit applies only to removals based on something other than the initial pleading that is only to removals pursuant to the second paragraph of 28 usc 1446b
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Note Purchase Agreement, then the Collateral Agent, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents reasonably necessary for the release of the Liens created hereby on such Collateral and the Capital Stock of such Grantor, made without recourse, representation, warranty or other assurance of any kind. At the request and sole expense of the Issuer, a Grantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Note Purchase Agreement; provided that the Issuer shall have delivered to the Collateral Agent and the Purchasers, at least 10 Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Issuer stating that such transaction is in compliance with the Note Purchase Agreement and the other Note Documents.

assistant: Further Assurances
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 Purchaser represents and warrants that this Agreement has been duly authorized by the Purchaser and duly executed and delivered by or on behalf of the Purchaser, and constitutes a legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any Loan Document or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: opportunity to speak about his life experiences. After listening to all of this, the court listed all the section 3553(a) factors, stated it had “taken all of those into account,” and determined “the sentence here which fits the overall need for a sentence to comply with, be enough and not greater than necessary and fulfill each of the separate subparagraphs, is a sentence of 145 months.... [Tjhat’s about the midrange of the advisory guidelines range.” This record establishes the district court properly considered all of the section 3553(a) factors in the context of Thomas’s particular case and adequately explained that in light of those factors, 145 months was the appropriate starting point for its departure analysis. See United States v. Battiest, 553 F.3d 1132, 1136 (8th Cir.2009) (<HOLDING>). B. Thomas next argues his sentence is Options: A. holding a sentencing court is not obligated to expressly weigh on the record each of the factors set out in 3553a B. holding sentencing court did not commit procedural error when record showed court had psr heard oral argument from both parties and was aware of section 3553a factors C. holding that district court may find facts to support both factors by adopting psr D. holding that sentence is reasonable when the district court properly addresses sentencing factors of 3553a E. holding that the district court is not required to state on the record that it has explicitly considered each of the 3553a factors or to discuss each of the 3553a factors

assistant: The best answer is B. holding sentencing court did not commit procedural error when record showed court had psr heard oral argument from both parties and was aware of section 3553a factors
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: As of the date hereof, none of the Borrowers has any Subsidiaries, except as set forth in Schedule 3.5 , which Schedule sets forth the percentage of ownership of such Borrower in each such Subsidiary as of the date of this Agreement.

assistant: Subsidiaries
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: worth did not exceed $2,000,000 at the time the civil action was filed.” 28 U.S.C. § 2412(d)(2)(B). The Government argues that Haselwander’s fee claim should be rejected because there is no “evidence” that Haselwander is worth less than $2 million. We disagree. The record in this case is adequate to show that Haselwan-der’s net worth is less than $2 million. In addition to counsel’s uncontested statement to this effect on behalf of his client, the record also includes a letter from Ha-selwander to Senator Lugar, in which he says, “My wife and I are just mid-level State of Indiana employees, and we cannot afford to pay for the current very high costs of college educations.” Joint Appendix 80. Nothing more is necessary. See, e.g., Hirschey v. FERC, 760 F.2d 305, 309 n. 19 (D.C.Cir.1985) (<HOLDING>); Sosebee v. Astrue, 494 F.3d 583, 589 (7th Options: A. holding that record documents may show that a plaintiff meets the financial qualifications specified in 28 usc 2412d2b B. holding that where jurisdiction was based on 28 usc 2201 venue was determined as per 28 usc 1391 C. holding that under 28 usc 1292b the appellate courts may review only matters in the order not all issues in the case D. holding that venue for litigation was proper based on 28 usc 1441 regardless of whether defendant was doing business in the district within the meaning of 28 usc 1391 E. holding that plaintiff could not establish prima facie case of discrimination where plaintiff failed to meet minimum qualifications for job

assistant: The best answer is A. holding that record documents may show that a plaintiff meets the financial qualifications specified in 28 usc 2412d2b
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 Plan shall be administered in compliance with Section 409A and each provision of the Plan shall be interpreted, to the extent possible, to comply with Section 409A. Notwithstanding any other provision of this Plan to the contrary, neither the time nor the schedule of any payment under the Plan may be accelerated or subject to a further deferral except as permitted pursuant to Section 409A. Each Participant remains solely responsible for any adverse tax consequences imposed upon him or her by Section 409A.

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 case excerpt and choose the best holding from the options. Case excerpt: same reasons that the Defendants are liable under § 1692e(5) of the FDCPA in the Fifth Circuit, they are liable under § 392.301(a)(8). The Defendants are liable under Texas statutory law for filing an improper lawsuit in California to collect on the Baker Debt. “[B]oth the case law and statutes demonstrate that a fair debt collection can be premised on flawed legal proceedings because both federal and state law prohibits fraudulent, deceptive or misleading representations, including those made in judicial or governmental proceedings.” Gibson v. Grupo de Ariel, LLC, 2006 WL 42369, *4, 2006 U.S. Dist. LEXIS 539, at *14 (N.D.Tex. Jan. 9, 2006); Eads v. Wolpoff & Abramson, LLP, 538 F.Supp.2d 981, 987 n. 7 (W.D.Tex.2008) (citing Gibson and Goldman v. Cohen, 445 F.3d 152, 155 (2d Cir.2006) “(<HOLDING>)”). Thus, as stated in the Memorandum of Options: A. holding that a state is not a person within the meaning of 1983 B. holding that an initial communication within the meaning of the fdcpa includes the initiation of a lawsuit C. holding that pleadings are initial communication under fdcpa D. holding that where the violation of the fdcpa was the filing of a lawsuit the statule of limitations begins to run on the date of filing E. holding that rawlings a codefendant in the present action is not a debt collector within the meaning of the fdcpa

assistant: The best answer is B. holding that an initial communication within the meaning of the fdcpa includes the initiation of a lawsuit
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Individual Borrower shall create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except for Permitted Encumbrances and subject to the contest rights in Section 5.1.2 hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Althen, 418 F.3d at 1278 (requiring that a petitioner show “a medical theory causally connecting the vaccination and the injury”); see also Pafford v. Health & Human Servs., 451 F.3d 1352, 1356 (Fed.Cir.2006) (asking, under the first Althen element, “can [the] vaccine(s) at issue cause the type of injury alleged?” (internal quotation omitted)). Even if Dr. Shoenfeld’s testimony satisfied the first prong of Althen, under the very deferential standard of review afforded the decision of the special master, it was not arbitrary and capricious for him to find Dr. Maclaren’s testimony more credible than that of Dr. Shoenfeld, and thereby give substantial weight to Dr. Maelaren’s rejection of a causal link between the MMR vaccine and Petitioner’s Type 1 diabetes. See Lampe, 219 F.3d at 1360 (<HOLDING>); see also Crutchfield, 2014 WL 1665227, at *10 Options: A. holding that the united states court of federal claims lacked jurisdiction over claims arising from the violation of a criminal statute B. holding that the united states court of federal claims may not reweigh the factual evidence quoting munn 970 f2d at 871 C. holding that the united states court of federal claims lacks jurisdiction over claims sounding in tort including fraud D. recognizing federal constitutional claim against the united states E. holding that plaintiffs negligence claims sounded in tort and thus could not be transferred to the united states court of federal claims

assistant: The best answer is B. holding that the united states court of federal claims may not reweigh the factual evidence quoting munn 970 f2d at 871