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: The Shareholder represents and warrants to Buyer that the statements contained in this Section 2.1 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the corresponding section of the Disclosure Schedule.

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: If the Executive’s employment is terminated pursuant to Sections 4 (a) or (b), the Executive (or the Executive’s estate, or other designated beneficiary(s) as shown in the records of the Company in the case of death) shall be entitled to receive from the Company payment for the Accrued Obligations at the times specified in Section 5(a) above.

assistant: Disability
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: Whenever possible each provision and term of this Amendment will be interpreted in a manner to be effective and valid. If any term or provision of this Amendment or the application of any such term or provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof, or the application of such term or provision to Persons or circumstances other than those as to which it has been held invalid, illegal or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If any term or provision of this Amendment is held to be prohibited or invalid, then such term or provision will be ineffective only to the extent of such prohibition or invalidity without invalidating or affecting in any manner whatsoever the remainder of such term or provision or the other terms and provisions of this Amendment. Upon determination that any other term or provision of this Amendment is invalid, void, illegal, or unenforceable, a court of competent jurisdiction will modify such term or provision so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible under the Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No (i) monetary default, breach or violation exists with respect to any agreement or other document governing or pertaining to the REO Subsidiary Interests, or (ii) event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation of the REO Subsidiary Interests.

assistant: No Defaults
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 agrees that, during the Executive's employment, it will reimburse the Executive for out-of-pocket expenses reasonably incurred in connection with the Executive's performance of the Executive’s services hereunder, upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts. Reimbursement shall be in compliance with the Company’s expense reimbursement policies.

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: Schedule 4.17 of the Company Disclosure Schedules sets forth a true and complete list of all patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, registered copyrights and applications for registration of copyrights owned by the Company and used in the Company’s businesses (the “ Company IP ”). All required filings and fees related to the Company IP have been timely filed with and paid to the applicable Governmental Authorities and all such registrations are in good standing. The Company has made available to the Buyer true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Company IP. The Company is the sole and exclusive legal and beneficial, and with respect to such registrations, record, owner of all right, title and interest in and to the Company IP, and, to the Knowledge of the Company, has the valid right to use all other Intellectual Property necessary for the conduct of the Company’s current business or operations, in each case, free and clear of Encumbrances other than Permitted Encumbrances. The Company’s rights in the Company IP are valid, subsisting and enforceable. The Company has taken reasonable steps to maintain the Company IP and to protect and preserve the confidentiality of all material trade secrets owned by the Company. To the Knowledge of the Company, the conduct of the Company’s business and the products, processes and services of the Company, do not infringe or misappropriate the Intellectual Property or other rights of any Person. There are no Actions (including any oppositions, interferences or re-examinations) settled, pending or to the Knowledge of the Company, threatened (including in the form of offers to obtain a license): (i) against the Company alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by the Company or (ii) by the Company alleging any infringement, misappropriation, dilution or violation by any Person of the Intellectual Property of the Company.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: as a parent or guardian of a child under the age of thirteen ( 13 ) from whom we have collected personal data , you have the right to review and request deletion of such personal data , and to refuse to permit further collection or use of such personal data .

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: Relative Means of the Parties/Forum’s Familiarity with Governing Law Neither of the parties argued that the other side has greater means to litigate out-of-town. This factor is neutral. Likewise, both forums would be equally capable of applying the Securities Exchange Act in deciding the dispute. Trial Efficiency and the Interests of Justice, Based on the Totality of the Circumstances This point strongly favors transfer, and perhaps is decisive. There can be no dispute that “to allow two separate district courts ... to address almost identical causes of action involving identical issues in class actions whose members overlap[ ] would be an inefficient use of judicial resources.” City of Columbus v. Hotels.com, L.P., 2:06-cv-677, 2007 WL 2029036, at *7 (S.D.Ohio 2007) (citation omitted) (<HOLDING>). There are five separate lawsuits now pending Options: A. holding that when language is exactly the same in two statutory provisions the meaning of that language is also identical B. holding that transfer would be appropriate when two identical cases were pending in the separate districts of the same state C. holding that the standard was met when two actions were related to the same assets and were based upon almost identical breaches of fiduciary duty D. holding that trial judge is legally correct in dismissing declaratory action when two actions are substantially the same issues were identical and the identical action was still pending E. recognizing that the two statutes are nearly identical

assistant: The best answer is B. holding that transfer would be appropriate when two identical cases were pending in the separate districts of the same state
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 direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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: Ohrt’s attorney established the factual basis for the plea, the court stated: I’m not going to sentence you today. And I will never sentence you if you meet the conditions that I impose on you now. If you do that, then at the end of the two-year period, the plea that you’ve entered today will be crossed out and vacated and the case will be dismissed. ISSUE Did the district court err in staying adjudication of conviction? ANALYSIS The state argues that the district court erred in deferring adjudication of Ohrt’s conviction and in providing that, upon successful completion of probation, the plea would be vacated and the charge dismissed. The state argues that the circumstances of this case do not support a stay of adjudication. See State v. Krotzer, 548 N.W.2d 252, 254-55 (Minn.1996) (<HOLDING>); cf. State v. Foss, 556 N.W.2d 540, 541 Options: A. holding courts have inherent authority to compel compensation for an attorney appointed to represent an indigent defendant B. recognizing special circumstances exception C. recognizing inherent power of courts of appeals D. recognizing district courts inherent authority to dismiss with prejudice for abuse of judicial process E. holding that courts have inherent authority in special circumstances to stay adjudication

assistant: The best answer is E. holding that courts have inherent authority in special circumstances to stay adjudication
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive acknowledges that in the course of his employment with the Company, he has acquired non‑public privileged or confidential information and trade secrets concerning the operations, future plans and methods of doing business (“ Proprietary Information ”) of Sempra Energy and its Affiliates; and the Executive agrees that it would be extremely damaging to Sempra Energy and its Affiliates if such Proprietary Information were disclosed to a competitor of Sempra Energy and its Affiliates or to any other person or corporation. The Executive understands and agrees that all Proprietary Information has been divulged to the Executive in confidence and further understands and agrees to keep all Proprietary Information secret and confidential (except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this provision or information the Executive is required by any governmental, administrative or court order to disclose) without limitation in time. In view of the nature of the Executive’s employment and the Proprietary Information the Executive has acquired during the course of such employment, the Executive likewise agrees that Sempra Energy and its Affiliates would be irreparably harmed by any disclosure of Proprietary Information in violation of the terms of this Section 14(a) and that Sempra Energy and its Affiliates shall therefore be entitled to preliminary and/or permanent injunctive relief prohibiting the Executive from engaging in any activity or threatened activity in violation of the terms of this Section 14(a) and to any other relief available to them. Inquiries regarding whether specific information constitutes Proprietary Information shall be directed to the Company’s Senior Vice President, Public Policy (or, if such position is vacant, the Company’s then Chief Executive Officer); provided , that the Company shall not unreasonably classify information as Proprietary Information.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: l. you agree not to access content or any reason other than your personal , non-commercial use solely as intended through and permitted by the normal functionality of the service , and solely for streaming .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: zynga 's privacy policy tells you how we collect and use information about you and your computer or mobile device , and how you can use the services to share such information with others .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: please read the following section carefully because it requires you to submit to binding arbitration ( jury trial waiver ) of any and all disputes ( other than specified intellectual property claims and small claims ) with oculus and limits the manner in which you can seek relief from oculus ( no class arbitrations , class actions or representative actions or arbitrations ) .

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: 224 F.3d 129, 132 (2d Cir.2000); see also Hizbullahankhamon v. Walker, 255 F.3d 65, 68 (2d Cir.2001), cert. denied, - U.S. -, 122 S.Ct. 2593, 153 L.Ed.2d 782 (2002). 2 . Under CPL § 440.10, a state court would have discretion, but would not be required, to deny Pratt's allegation that counsel’s failure to pursue an alibi defense constituted ineffective assistance, as the trial record failed to provide an adequate basis for review on direct appeal. CPL § 440.10(2) mandates denial if "sufficient facts appear on the record of the proceedings underlying the judgment to have permitted, upon appeal from such judgment, adequate review of the ground or issue raised upon the motion ...." CPL § 440.10(2)(c); see People v. Delarosa, 287 A.D.2d 735, 736, 732 N.Y.S.2d 108, 110 (N.Y.App.Div.2001) (<HOLDING>). Rather, Pratt's alibi allegation falls under Options: A. holding that the defendants failure to timely serve a notice of appeal and docketing statement did not prejudice the plaintiff and therefore would not serve as a basis to dismiss the appeal B. holding that question of whether trial counsel failed to serve a timely alibi notice is a matter dehors the record which could not be reviewed on direct appeal and therefore should not result in a mandatory denial under cpl 440102b C. recognizing that the rule disallowing matters of record to be raised on a 44010 motion is designed to prevent cpl 44010 from being employed as a substitute for direct appeal when defendant was in a position to raise an issue on appeal or could readily have raised it on appeal but failed to do so D. holding that prejudice should be presumed where counsel filed notice of appeal but failed to perfect the direct appeal E. holding that the complete denial of counsel on direct appeal requires a finding of prejudice

assistant: The best answer is B. holding that question of whether trial counsel failed to serve a timely alibi notice is a matter dehors the record which could not be reviewed on direct appeal and therefore should not result in a mandatory denial under cpl 440102b
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: Commencing on the Effective Date, the Company hereby employs Sorensen and Sorensen hereby accepts employment by the Company on the terms and conditions set forth herein. The terms and conditions of this Agreement, which, upon execution, terminates any and all written or oral employment and employment related agreements between the Company and Sorensen prior to the date hereof, contains the sole and exclusive terms and conditions governing the employment relationship between Company and Sorensen.

assistant: Employment
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: Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure of the Servicer to so qualify or to maintain such qualification could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “judgment.” As an initial matter, we must determine whether we have jurisdiction oyer this appeal. Goeddertz v. Parchen, 299 Or 277, 279, 701 P2d 781 (1985). Appeals from a trial court sitting in probate are taken in the same manner as those from a trial court generally. ORS 111.105(2); Goeddertz, 299 Or at 279. In Goeddertz, the personal representative sought to appeal from an “order directing [the] personal representative to pay an allowed claim” and a “judgment-order on hearing on objections to final account.” 299 Or judgment from being entered against appellants; rather, the interim order that appellants seek to challenge can be reviewed on appeal from the decree of final distribution. See ORS 116.113(4). Compare Amundson v. Brookshire, 133 Or App 450, 453, 891 P2d 710 (1995) (<HOLDING>). The document from which appellants seek to Options: A. holding that an order removing the personal representative is appealable under ors 192052 because it both affects the persons substantial rights and prevents entry of a judgment or decree as to that person in his or her capacity as a personal representative B. holding that a pension plan participants son not designated a beneficiary lacked standing to maintain an erisa action in both his individual capacity and his capacity as the representative of the deceased participants estate C. holding that an amendment by a plaintiff to allege a claim in her representative capacity as adminis trator of estate under federal law related back to claims brought in her individual capacity under state law such an amendment was not equivalent to the commencement of a new cause of action so as to subject the amendment to the statute of limitations D. holding that personal representative may amend personal injury suit to state wrongful death claim following plaintiffs death E. holding a complaint against a public official or employee must explicitly state it as being brought against the person in the persons individual capacity or else the complaint will be construed as suing the person only in the persons official capacity

assistant: The best answer is A. holding that an order removing the personal representative is appealable under ors 192052 because it both affects the persons substantial rights and prevents entry of a judgment or decree as to that person in his or her capacity as a personal representative
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 REO Subsidiary Interest and Transaction Subsidiary Interest complies in all respects with, or is exempt from, all applicable requirements of federal, state or local law relating to such REO Subsidiary Interest or Transaction Subsidiary Interest.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will provide you with the opportunity to participate in the Company’s standard health, dental and other benefits plans approved by the Board (which may include vacation or paid time off), subject to any eligibility requirements or other limits generally imposed by such plans or programs.

assistant: Benefits
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 may not be changed, altered or modified unless the same shall be in writing executed by the Cedent and the Reinsurer; provided, that, as and to the extent required by New York Law, this Agreement shall not be amended without the prior approval or non-objection of the New York Department of Financial Services.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Pledgor agrees that, from time to time upon the written request of Agent, Pledgor will execute and deliver such further documents and do such other acts and things as Agent may reasonably request in order fully to effect the purposes of this Pledge Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: by Fort Worth officials. The court presumes good faith on the part of the procurement officers at the Corps’ Baltimore District Office, absent proof to the contrary. See T & M Distribs., Inc. v. United States, 185 F.3d 1279, 1285 (Fed.Cir.1999) (“[G]overnment officials are presumed to act in good faith, and ‘it requires ... proof to induce a court to abandon the presumption of good faith.’ ” (quoting Kalvar Corp. v. United States, 211 Ct.Cl. 192, 198, 543 F.2d 1298 (1976))). While that presumption may have been shaken by the whistleblower letter related to the actions of the Fort Worth District Office, nothing indicates that officials of the Baltimore District Office have been tainted in the same way. See Chapman Law Firm Co. v. Greenleaf Constr. Co., 490 F.3d 934, 940 (Fed.Cir.2007) (<HOLDING>). Given the removal of authority from the Fort Options: A. holding that while the creditor has the initial burden to produce some evidence of lack of good faith the ultimate burden is on the debtor to prove his good faith B. holding that if corrective action is reasonable the court is required to assume that the government will carry out the corrective action in good faith C. holding failure to take action may have some bearing on good faith D. holding that this court is required to assume that the jury followed the limiting instructions given by the district court E. holding that beneficiaries of an alleged will may recover reasonable expenses and attorneys fees when defending a will in good faith

assistant: The best answer is B. holding that if corrective action is reasonable the court is required to assume that the government will carry out the corrective action in good faith
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: be narrowly confined to its specifically enumerated areas of review. Commonwealth v. Judge, 591 Pa. 126, 916 A.2d 511, 520 (2007). Such narrow construction would be inconsistent with the legislative intent to channel post-conviction claims into the PCRA’s framework, id., and would instead create a bifurcated system of post-conviction review where some post-conviction claims are cognizable under the PCRA while others are not. Commonwealth v. Lantzy, 558 Pa. 214, 736 A.2d 564, 569-70 (1999). Instead, this Court has broadly interpreted the PCRA eligibility requirements as including within its ambit claims such as this one, regardless of the “truth-determining process” language that Appellee invokes from Section 9543(a) (2) (i). See Commonwealth v. Liebel, 573 Pa. 375, 825 A.2d 630 (2003) (<HOLDING>); Commonwealth ex. rel. Dadario v. Goldberg, Options: A. holding claim is cognizable B. holding that while batson claim was waived derivative claim that counsel was ineffective for failing to raise the batson claim is cognizable under the pcra C. holding that claim alleging counsels ineffectiveness during the plea bargaining process is cognizable under the pcra D. holding that claim challenging counsels effectiveness for failing to file a petition for allowance of appeal is cognizable under pcra E. holding claim is not cognizable

assistant: The best answer is D. holding that claim challenging counsels effectiveness for failing to file a petition for allowance of appeal is cognizable under pcra
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event the Company proposes to offer New Securities, it shall give StepStone prior written notice of its intention, describing the price (or range of prices), anticipated amount of securities, timing and other terms upon which the Company proposes to offer the same, no later than ten (10) business days prior to the commencement of such offer or sale, as the case may be, or six (6) business days prior the commencement of such offer in the case of an underwritten public offering of Common Stock or preferred shares on an “overnight” or equivalent expedited offering (an “ Expedited Offering ”). StepStone shall have seven (7) business days (four (4) business days in the case of an Expedited Offering) from the date of receipt of such a notice to notify the Company in writing that it or another member of the StepStone Group intends to exercise such purchase rights and as to the amount of New Securities StepStone or another member of the StepStone Group desires to purchase. Such notice shall constitute a non-binding indication of interest to purchase the amount of New Securities so specified at the price and other terms set forth in the Company’s notice to it. The failure of StepStone to respond within such seven (7) business day period (or four (4) business day period in the case of an Expedited Offering) period shall be deemed to be a waiver of the rights under this Section 4 only with respect to the offering described in the applicable notice.

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 legal provision and list the applicable contract clause categories. Provision: THE BORROWER AND EACH OTHER LOAN PARTY, THE LENDERS, AND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING, OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY SUCH PARTIES AGAINST ANY OTHER SUCH PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT, OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, THE LENDERS, AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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: To the extent applicable, each of the Borrower and its Restricted Subsidiaries has filed all United States Federal income tax returns and all other material tax returns which are required to be filed by it and has paid all taxes stated to be due in such returns or pursuant to any assessment received by it, except for taxes the amount, applicability or validity of which is being contested in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Borrower and its Restricted Subsidiaries in respect of taxes or other similar governmental charges, additions to taxes and any penalties and interest thereon are, in the opinion of the Borrower, adequate.

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: from the unlawful interrogation in this case.” Following the Supreme Court’s ruling in Oregon v. Elstad, 470 U.S. 298, 309, 105 S.Ct. 1285, 84 L.Ed.2d 222 (1985), we have held that “a failure to administer Miranda warnings, without more, does not automatically require suppression of the ‘fruits’ of the uncounseled statement,” but rather “[wjhere the uncounseled statement is voluntary ... the ‘fruits’ may be admissible in the Government’s case in chief.” United States v. Sangineto-Miranda, 859 F.2d 1501, 1517 (6th Cir.1988); see also United States v. Crowder, 62 F.3d 782, 786 (6th Cir.1995). Lewis contends that the Sixth Circuit’s approach under Elstad, Sangineto-Miranda, and Crowder was undermined by Dickerson v. United States, 530 U.S. 428, 120 S.Ct. 2326, 147 L.Ed.2d 405 (2000) (<HOLDING>), and by the Tenth Circuit’s application of Options: A. holding that because no clear implication could be derived from the language of the statute that the state should be bound by the local zoning ordinances the state was not bound B. holding that mirandas warningbased approach to custodial interrogation was constitutionally derived and could not be overruled by legislative action C. holding that legislative consent to suit must be by clear and unambiguous language in either a statute or by other express legislative permission D. holding acts of voting to be quintessentially legislative and the introduction of a budget to be formally legislative E. holding that substantive criminal statute could not be applied retrospectively because there was nothing in the language or the legislative history that was a clear and unequivocal expression of legislative intent to rebut presumption of prospective application only

assistant: The best answer is B. holding that mirandas warningbased approach to custodial interrogation was constitutionally derived and could not be overruled by legislative action
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: their employer, Toledo Hospital, was a “partner” with CSB. This conclusory contention has no merit in view of Ohio’s definition of a partnership: “ ‘Partnership’ means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776.22 of the Revised Code, a predecessor law, or a comparable law of another jurisdiction.” O.R.C. § 1776.0(M). I conclude that the allegations in the complaint fail adequately to plead that defendant doctors Tiffany A. Lisk, Susan P. Tourner, Jamie L. Dargart, and John Gregory Rosenthal were state actors. They are entitled to dismissal on that basis alone. B. Nothing Any Toledo Hospital Doctor Did “Shocks the Conscience” i. Plaintiffs’ Claim Plaintiffs’ complaint claims that the 016 WL 4491837, *4 (E.D. Ky.) (<HOLDING>). Where a complaint describes a defendant’s Options: A. holding that a conclusory affidavit without supporting evidence is inadequate to establish net worth B. holding that conclusory allegation of conspiracy without supporting factual averments insufficient to state claim C. holding conclusory assertions of intent to cause insufficient without supporting facts D. holding that vague conclusory statements are insufficient E. holding that conclusory allegations without supporting factual averments are insufficient to state a claim on which relief can be based citations omitted

assistant: The best answer is C. holding conclusory assertions of intent to cause insufficient without supporting facts
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: During the Employment Period, Executive shall serve as co-Chief Investment Officer (“ Co-CIO ”) and shall be responsible for performing all duties and responsibilities as are customarily assigned to individuals serving in such position. The Company and Executive agree that during the Employment Period, Executive shall report directly to the Company’s Chief Executive Officer and shall devote as much of her skill, knowledge, commercial efforts and business time as the Board or the Chief Executive Officer shall reasonably require for the conscientious and good faith performance of her duties and responsibilities for the Company to the best of her ability.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: BORROWER HEREBY (a) IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA, LOS ANGELES COUNTY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS AND/OR THE COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING THERETO, AND (b) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT THERETO. IN ANY SUCH ACTION OR PROCEEDING, BORROWER WAIVES PERSONAL SERVICEOF THE SUMMONS AND COMPLAINT OR OTHER PROCESS AND PAPERS THEREIN AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT ITS OFFICES SET FORTH HEREIN OR OTHER ADDRESS THEREOF OF WHICH LENDER HAS RECEIVED NOTICE AS PROVIDED IN THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, BORROWER CONSENTS TO THE COMMENCEMENT BY LENDER OF ANY SUIT, ACTION OR PROCEEDING IN ANY OTHER JURISDICTION TO ENFORCE LENDER’S RIGHTS AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING.

assistant: Consent To 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: (i) Executive acknowledges and agrees that: (A) in the course of his employment or continued employment by the Company and its affiliates, it has been, or will or may be, necessary for Executive to create, use or have access to (x) technical, business, or customer information, materials, or data relating to the present or planned business of the Company or its affiliates which has not previously been released to the public with the Company’s authorization, including confidential information, materials or proprietary data belonging to the Company or its affiliates or relating to the affairs of the Company or its affiliates (collectively, “ Confidential Information ”) and (y) information and materials that concern the business of the Company or its affiliates that come into Executive’s possession by reason of employment with the Company or its affiliates (collectively, “ Business Related Information ”); (B) all Confidential Information and Business Related Information are the property of the Company and its affiliates; (C) the use, misappropriation or disclosure of any Confidential Information or any Business Related Information would constitute a breach of trust and could cause serious and irreparable injury to the Company and its affiliates; and (D) it is essential to the protection of the goodwill of the Company and its affiliates and to the maintenance of the competitive position of the Company and its affiliates that all Confidential Information and Business Related Information be kept confidential and that Executive not disclose any Confidential Information or Business Related Information to others or use any Confidential Information or Business Related Information to Executive’s own advantage or the advantage of others.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are for convenience of reference and not part of the provisions hereof and shall have no force and effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to adequately plead an offer to tender the Plan's shares back to Defendants. After briefing on Defendants’ motion, the Court allowed Plaintiffs to file an amended complaint which included an offer of tender. Thus, Defendants' argument on that point is moot. 25 . The applicable statute of limitations in this case is governed by § 13 of the Securities Act, 15 U.S.C. § 77m. As discussed in detail infra, § 13 has both a 1-year and 3-year limitations period. Truly, the 3-year period is a statute of repose, not of limitations. P. Stolz Family Partnership L.P. v. Daum, 355 F.3d 92, 99-107 (2d Cir.2004); Pacific Mut. Life Ins. Co. v. First RepublicBank Corp., 997 F.2d 39, 52 (5th Cir.1993) (judgment vacated on other grounds); Eureka Homestead Soc. v. Zirinsky, 1995 WL 542482, *2 (E.D.La.1995) (<HOLDING>). Because the parties have referred to § 13 in Options: A. holding that provision has the characteristics of a statute of repose B. recognizing that tilas statute of repose acts to limit the clouding of a propertys title C. holding that statute was one of repose because it embodies the most distinctive characteristic of a statute of repose the barring of the right to bring an action rather than the remedy prescribed D. holding that statute of repose acts as an outer limit or ceiling within which all suits must be brought E. holding that the 3year limit is a period of repose

assistant: The best answer is E. holding that the 3year limit is a period of repose
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 provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and such other officer of the Company as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto, or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the state of New Jersey without regard to its conflicts of law principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall keep the terms of this Agreement confidential and shall not directly or indirectly disseminate any information, in any form, regarding this Agreement to any person or entity except his attorney or tax or financial advisors, or as otherwise provided by law; provided, however , that prior to disclosure to his attorney or tax or financial advisors, Executive shall ensure that such advisors honor the confidentiality provisions herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The initial term of this Agreement shall begin on the Effective Date and shall continue until April 18, 2018, unless terminated sooner pursuant to the provisions of this Agreement (the “ Initial Term ”). At the expiration of the Initial Term, unless terminated sooner pursuant to the provisions of this Agreement, and each annual anniversary thereafter, this Agreement will renew automatically for an additional one (1) year period (the “ Renewal Term ”) unless either party notifies the other party in writing of its or his intention not to renew this Agreement (the “ Renewal Termination Notice ”) not less than six (6) months prior to the expiration of the Initial Term or of any Renewal Term (the Initial Term and any Renewal Term are referred to collectively as the “ 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: as between you and the company , the term of this eula commences as of your first use of the service and continues until the termination of this eula by either you or the company .

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: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not, and shall use its commercially reasonably efforts to ensure that no Affiliate thereof shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market.

assistant: Integration