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 Borrower will not, and will not permit the Company or any Subsidiary to, make or offer to make any payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds (whether scheduled or voluntary) with respect to principal or interest on any Indebtedness which is subordinate to the Obligations if such action would violate the subordination terms applicable to such Indebtedness.

assistant: Payments
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 will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.06 and (d) any transactions constituting investments permitted by Section 6.04.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ... to certify the goods or services of any person who meets the standards and conditions which the mark certifies.” In re University of Mississippi, 1 U.S.P.Q.2d 1909, 1911, 1987 WL 123808 (T.T.A.B.1987). That the owner of a certification mark “cannot refuse to license the mark to anyone on any ground other than the standards it has set,” 3 McCarthy at § 19.96, is an important distinction between the policies embodied in trademarks and certification marks. It is true that certification marks are designed to facilitate consumer expectations of a standardized product, much like trademarks are designed to ensure that a consumer is not confused by the marks on a product. See, e.g. Institut Nat’l Des Appellations d’Origine v. Brown-Forman Corp., 47 U.S.P.Q.2d 1875, 1889-90 (T.T.A.B.1998) (<HOLDING>). But the certification mark regime protects a Options: A. holding that same likelihood of confusion test applied in the context of trademarks also applies to certification marks B. holding that the likelihood of confusion resulting from the defendants adoption of a trade dress similar to the plaintiffs the touchstone test for a violation of 1125 C. holding that plaintiff was likely to succeed on merits of 349 claim premised on likelihood of confusion between marks D. holding that concurrent use of same mark on similar product was sufficient to demonstrate a likelihood of confusion E. holding that even several isolated incidents of actual confusion are insufficient to support a finding of likelihood of confusion

assistant: The best answer is A. holding that same likelihood of confusion test applied in the context of trademarks also applies to certification marks
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: damage to the tracks was done by the work of an independent contractor whom Chessie did not sue. The district court granted summary judgment on the trespass and negligent claims as a result, and Chessie does not ask us to review those decisions. Chessie’s idiosyncratic problems with its state-law claims do not provide a sound basis for finding an implied right of action, which would use congressional silence to work broad changes in the relationship between federal and state law affecting railroads. Finally, to support its argument for an implied right of action, Chessie cites court cases and administrative decisions in which the ICC Termination Act has been held to preempt various state laws. See, e.g., Louisiana & Arkansas Railway Co. v. Bickham, 602 F.Supp. 383, 384 (M.D. La. 1985) (<HOLDING>), aff’d mem., 775 F.2d 300 (5th Cir. 1985); Options: A. holding that under colorado law tjortious interference with a prospective business relation requires a showing of intentional and improper interference preventing formation of a contract B. holding that railroads servitude could not be extinguished under state law and enjoining servient estate owners interference with railroad operation C. holding that a claim for tortious interference with inheritance exists under texas law D. holding federal court was not precluded by antiinjunction act from enjoining florida state court after state court entered a preliminary order E. holding that to the extent compliance with the flsa interferes with the state budgetary process that interference is caused by state law not federal law

assistant: The best answer is B. holding that railroads servitude could not be extinguished under state law and enjoining servient estate owners interference with railroad operation
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 all of the provisions of the Stock Option Agreement, the Participant shall become vested in such number of Stock Options, if any, as determined under the schedule below (the “Option Schedule”), unless otherwise specified in the Award Notice. The Stock Option is exercisable from and after the vesting date(s) set forth on the Option Schedule (or the Award Notice, if applicable) until and including the date that is the tenth (10 th ) anniversary of the date the Stock Option was granted (the “Expiration Date”), except as provided in subsections 2(b)(i) through 2(b)(vii).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Reports and on Schedule 3.1(q) , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $60,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: employees. In support of his claim, Gross suggests that our reading of “any benefit of employment” fails to account for the fact that as an anti-discrimination provision, § 4311 protects a broader category of rights than those outlined in § 4316 applicable to service members on leave. In Crews, we first considered the plaintiffs claim under § 4316 and concluded that because subsection (b)(1) requires ‘“only equal but not preferential’ ” treatment for military employees the police department had no obligation under § 4316 to afford preferential scheduling benefits to its Guard employees. Crews, 567 F.3d at 865 (quoting Rogers v. City of San Antonio, 392 F.3d 758, 769 (5th Cir.2004)); see also Monroe v. Standard Oil Co., 452 U.S. 549, 561, 101 S.Ct. 2510, 69 L.Ed.2d 226 (1981) (<HOLDING>). Despite Gross’s insistence that the language Options: A. holding that userras predecessor statute did not require employers to provide special benefits unavailable to other employees to military reservists B. holding that an employees claim for breach of a letter agreement was preempted by erisa where the agreement did not specify the amount or other terms of the employees retirement benefits and the court would have to refer to the employers erisagoverned retirement plan to determine the employees retirement benefits and calculate the damages claimed C. holding that military retirement benefits are current pay and thus significantly different than other retirement benefits D. holding that an employers knowledge that an employee was diabetic did not equate to notice that the employees diabetes was so limiting as to be disabling and to require special accommodations E. holding that a civilian employee injured when her automobile was hit by a military vehicle while she was driving on a road on the employers premises the military base to report to work sustained a compensable injury under the federal employees compensation act

assistant: The best answer is A. holding that userras predecessor statute did not require employers to provide special benefits unavailable to other employees to military reservists
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 performing this Agreement, each Party shall comply with all Applicable Laws, including European Data Protection Directive (Directive 95/46/EC), the German Federal Data Protection Act 1990, as amended, social data protection according sec. 35 Social Code Book I, sec. 67-77 Social Code Book X (the latter three only for the Territory of Germany) and all other applicable data protection and privacy laws, and shall not be required to perform or omit to perform any act required or permitted under this Agreement if such performance or omission would violate the provisions of any such Applicable Law. Without limiting the generality of the foregoing, each Party shall comply with all Applicable Laws pertaining to the use, import, export, transport, handling, storage, distribution, sales, and marketing, of the Products, including all Anti-Corruption Laws as far as applicable. To the extent either Party reasonably determines that Applicable Laws relating to the use, operation or sale of a Product requires the cooperation of the other Party or the provision of certain information or data from the other Party, then such Party shall notify the other Party and the Parties shall discuss in good faith and implement a reasonable process to comply with such Applicable Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction.

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: Plaintiffs rely on the Supreme Court’s decision denying absolute immunity to school board members in Wood v. Strickland, 420 U.S. 308, 320, 95 S.Ct. 992, 43 L.Ed.2d 214 (1975). The Court held that affording absolute immunity to school board members was unwarranted “since it would not sufficiently increase the ability of school officials to exercise their discretion in a forthright manner to warrant the absence of a remedy” for constitutional violations. Wood, 420 U.S. at 320, 95 S.Ct. 992. While Wood dealt with a school board’s discipline of a student, at least one other circuit has extended this holding to deny absolute immunity to school boards’ decisions concerning a faculty member’s employment. See Stewart v. Baldwin County Board of Education, 908 F.2d 1499, 1507-08 (11th Cir.1990) (<HOLDING>). Additionally, the record indicates that the Options: A. holding that prosecutors have absolute immunity B. recognizing absolute immunity for board members and the director of the mississippi state board of nursing C. recognizing absolute immunity for attorneys of the texas medical board D. holding the courts ruling precludes an extension of absolute immunity to board members decision to terminate faculty member E. recognizing absolute immunity for attorneys and board members of the texas medical board

assistant: The best answer is D. holding the courts ruling precludes an extension of absolute immunity to board members decision to terminate faculty member
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: Maintain the security interest created by the Security Documents as a perfected security interest having at least the priority described in Section 4.17 (to the extent such security interest can be perfected through the filing of UCC-1 financing statements, the Intellectual Property filings to be made pursuant to Schedule 3 of the Guarantee and Collateral Agreement or the delivery of Pledged Securities required to be delivered under the Guarantee and Collateral Agreement), subject to the rights of the Loan Parties under the Loan Documents to dispose of the Collateral. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby.

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: Notwithstanding the place of execution of this Agreement, the parties to this Agreement have contracted for Minnesota law to govern this Agreement and it is agreed that this Agreement is made pursuant to and will be construed and governed by the laws of the State of Minnesota without regard to principles of conflicts of laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes or in connection with potential future acquisitions and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof will be brought and maintained exclusively in the federal and state courts located in Florida. Each of the parties hereto by execution hereof (i) irrevocably submits to the jurisdiction of the federal and state courts located in Broward County, Florida for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (ii) waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each of the parties hereto consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of Florida, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 11 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 11 does not constitute good and sufficient service of process. The provisions of this Section 9.B will not restrict the ability of any party to enforce in any court any judgment obtained in a federal or state court located in Florida.

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 case excerpt and choose the best holding from the options. Case excerpt: need only reflect some form of action by an agency that has an effect upon someone. See, e.g., Vargo v. Department of Corrections, 715 A.2d 1233, 1236 (Pa.Cmwlth.1998); Philadelphia Newspapers, Inc. v. Haverford Township, 686 A.2d 56 (Pa.Cmwlth.1996), appeal dismissed, 550 Pa. 343, 705 A.2d 1301 (1998); Travaglia v. Department of Corrections, 699 A.2d 1317, 1320 (Pa. Cmwlth.), appeal denied, 550 Pa. 713, 705 A.2d 1313 (1997). These expansive statements notwithstanding, the Commonwealth Court’s decisions have recognized the definitional limits of the Act. Thus, the Commonwealth Court has acknowledged a range of documents that bear some connection to an agency determination, but nevertheless lack a sufficient nexus to meet the statutory criteria. See, e.g., Aronson, 693 A.2d at 265 (<HOLDING>); Tapco, 695 A.2d at 464-65 (contract proposals Options: A. holding that copies of responses to a governmentsponsored prevailing wage survey were not public records under the act B. holding that municipal court records were admissible under official records or public documents exception C. holding that copies of court records only had to be made available in an agency reading room the agency is not required by statute to mail copies of the records nor even to provide a requesterconvenient location for access D. holding that copies of defendants convictions contained in pen packet were admissible under public records exception E. recognizing that intent of public records act is to provide all citizens with access to the records of all public governmental bodies

assistant: The best answer is A. holding that copies of responses to a governmentsponsored prevailing wage survey were not public records under the act
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 Term, the Executive shall be entitled to twenty (20) paid vacation days per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The Executive shall receive other paid time-off in accordance with the Company’s policies for executive officers as such policies may exist from time to time.

assistant: Vacations
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: jurisdiction to act.” Nolan v. Nolan, 490 N.W.2d 517, 520 (S.D.1992). “Thus, due and legal service of process is necessary to give a court jurisdiction over a defendant.” Id. Without jurisdiction to act, the orders and judgment of the court are void ab initio. Id. at 521. “In order for the trial court to have jurisdiction in these contempt proceedings, personal service upon [defendant] under the provisions of SDCL 15-6-4 was mandatory. Because this service is absent, jurisdiction is totally lacking.” Matter of Gillespi, 397 N.W.2d 476, 477 (S.D.1986). [¶ 24.] “[T]he failure to issue, file, or serve a summons, as in this case, deprives the court of jurisdiction.” Ripple v. Wold, 1997 SD 135, ¶15, 572 N.W.2d 439, 443; See also Lekanidis v. Bendetti, 2000 SD 86, ¶ 33, 613 N.W.2d 542, 549 (<HOLDING>). “One may research over 100 years of decisions Options: A. holding that it is well settled that there is no constitutional right to an appeal B. holding that service of a statecourt summons and complaint after removal to federal court is valid service C. holding that if service done by certified mail action commenced upon receipt of summons and complaint D. recognizing that it is well settled law that an action is commenced by the service of a summons and without valid service of process the trial court has no jurisdiction to act E. holding that a defendants actual knowledge that an action is pending or that service has been attempted is not the equivalent of service of summons and will not relieve the plaintiff of its burden or vest the court with jurisdiction

assistant: The best answer is D. recognizing that it is well settled law that an action is commenced by the service of a summons and without valid service of process the trial court has no jurisdiction to act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as provided by federal law, this Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of Delaware excluding any conflict-of-laws rule or principle therein contained under which any other law would be applicable.

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: to adverse use.” Feldstein, 198 Md. at 295, 81 A.2d at 615; accord Banks, 393 Md. at 709, 904 A.2d at 460 (noting that “[r]espondent’s use of the farm lane was permissive when he was a minor and there was no affirmative evidence that it ever ceased to be permissive .... ”). The case of Hungerford v. Hungerford, 234 Md. 338, 199 A.2d 209 (1964), although addressing adversity in the context of adverse possession, has been considered instructive on the requirement of adverse use in prescriptive easement cases. See Banks, 393 Md. at 709-10, 904 A.2d at 461. We said in Hungerford: It has long been held by this Court that where the original entry and subsequent occupancy of land was under a contract, or -with the consent or permission of the owner, the possession .E.2d 1073, 1085 (2008) (<HOLDING>). It is clear under the facts of this case that Options: A. holding that the debtor could retain exempt property because it was not property of the estate B. holding deceptive acts which were not disclosed to the investing public are too remote to satisfy the requirement of reliance because a plaintiff cannot rely on acts of which it is unaware C. holding that ors 164015 the theft statute consolidated the various forms of unlawful property deprivation into a single offense of theft that does not depend on the relationship between the thief and the owner the type of property or the manner of deprivation D. holding that the current property owner may not assert a public nuisance claim against the former owner E. holding that various acts on the beachfront were not examples from which it could be presumed that the owner knew that the actors were using the property under a claim of right

assistant: The best answer is E. holding that various acts on the beachfront were not examples from which it could be presumed that the owner knew that the actors were using the property under a claim of right
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 remand that does not simply articulate the remedy sought on appeal will be held to the substantive standards applicable either to a motion to reconsider or to reopen.” Id. Cancellation of removal requires, inter alia, a showing that the alien’s “removal would result in exceptional and extremely unusual hardship to the alien’s spouse, parent, or child, who is a citizen of the United States.” 8 U.S.C. § 1229b(b)(l)(D). However, petitioners failed to provide any detailed evidence regarding their U.S. citizen son’s medical condition or treatment. The BIA therefore did not err in concluding that they failed to demonstrate a likelihood that their application for cancellation of removal would succeed on the merits. See INS v. Abudu, 485 U.S. 94, 104, 108 S.Ct. 904, 99 L.Ed.2d 90 (1988) (<HOLDING>); see also In re MS-, 22 I. & N. Dec. 349, 357 Options: A. recognizing that a plaintiffs burden in establishing a prima facie case is not onerous B. holding that the bia may deny a motion to reopen on the ground that the movant has not established prima facie eligibility for the underlying relief sought C. recognizing that failure to offer evidence establishing a prima facie case for the underlying substantive relief sought is a proper ground for denying a motion to reopen D. holding that a movants failure to establish a prima facie case for the underlying substantive relief is a proper ground for the bia to deny a motion to reopen E. recognizing that bia may deny motion to reopen where movant has not established prima facie eligibility for relief sought

assistant: The best answer is C. recognizing that failure to offer evidence establishing a prima facie case for the underlying substantive relief sought is a proper ground for denying a motion to reopen
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 Participant dies while employed by the Corporation or its Subsidiaries, the Participant’s Stock Option (whether vested or unvested) will become vested and exercisable as of the date of the Participant’s death and may be exercised by the Participant’s Beneficiary at any time until and including the date that is the earlier of: (A) the fifth (5 th ) anniversary of the date of the Participant’s death; and (B) the Expiration Date.

assistant: Death
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 embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter hereof.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in order to indemnify you , please make sure that you report this fraud to your credit card provider ( in accordance with its reporting rules and procedures ) and contact us immediately by email ( customer.relations@booking.com ) .

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: After giving effect to the consummation of the transactions contemplated by this Agreement, Company has capital sufficient to carry on its business and transactions and is solvent and able to pay its debts as they mature. No transfer of property is being made and no indebtedness is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Company or any Subsidiary of Company.

assistant: Solvency
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: On all matters requiring the vote or action of the Board, any action undertaken by the Board must be authorized by the affirmative vote of (i) one or more Directors that are entitled to vote at least a majority of the Ownership Percentages except as otherwise provided in Section 8.04(c) with respect to Affiliate Transactions or (ii) at a Quorum Failure Meeting, all Directors present at such meeting except that any Affiliate Transactions shall only require the approval of the Directors present at such meeting who are not Representatives of the Interested Member.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties contained herein, other than the representations and warranties contained in Sections 4.2 (Authorization; Enforceability), 4.4 (Title), 4.19 (Taxes), and 4.20 (Environmental Matters), shall survive the Closing for a period of fifteen (15) months. The representations and warranties contained in Sections 4.2 (Authorization; Enforceability) and 4.4 (Title) shall survive the Closing until the expiration of the applicable statute of limitations period specified pursuant to applicable Law (but not less than fifteen (15) months). If written notice of a claim has been given prior to the expiration of the applicable survival period set forth above by a party in whose favor such representations and warranties have been made to the party that made such representations and warranties, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. The covenants contained in Section 6 shall continue indefinitely unless such covenant specifically provides for a termination date for such covenant’s survival.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement shall be found by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, then such provision shall be construed and/or modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Agreement modify the Agreement so that, once modified, the Agreement will be enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.

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: The provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Amendment, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you understand that by using the services you may be exposed to content that might be unlawful , offensive , harmful , inaccurate , or otherwise inappropriate or deceptive .

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: you agree and acknowledge that we do not assume any responsibility with respect to , or in connection with the termination of the services ' operations and loss of any data as a result .

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: the trial court sincerely and eloquently expressed its concern to continue in such a fashion. Trial Court Opinion, 1/8/01, at 11-12. ¶ 14 In so ruling, Judge Knight relied heavily on the recitation of the law set forth in Leister, 712 A.2d at 335, wherein we stated: When judges doubt their own ability to adjudicate impartially, they should re-cuse themselves. Commonwealth v. Boyle, 498 Pa. 486, 490, 447 A.2d 250, 252 (1982); In Interest of Morrow, 583 A.2d at 819. Such an inability to be objective creates a manifest necessity for the declaration of a mistrial, particularly when a judge must exert the broad discretion that a bench trial demands. [Commonwealth v. Smith, 321 Pa.Super. 51, 467 A.2d 888 (1983)]. See also Commonwealth v. Berrigan, 369 Pa.Super. 145, 535 A.2d 91 (1987) (<HOLDING>). Id. 535 A.2d at 104. Even though the trial Options: A. holding that a prosecution for the same offense was barred by double jeopardy where a mistrial was declared without manifest necessity B. holding recusal not required C. holding that while a judge need not have declared a mistrial where his bias never infected the jury necessity required his recusal during sentencing to allow one without hint of animosity toward appellant to exercise such largely unfettered discretion D. holding that where appellant moved to recuse trial judge from deciding the motion for new trial the judge of the administrative district was required to designate a judge to hear the recusal motion E. recognizing that the trial judge must be given a wide range of discretion in determining whether a mistrial should be declared

assistant: The best answer is C. holding that while a judge need not have declared a mistrial where his bias never infected the jury necessity required his recusal during sentencing to allow one without hint of animosity toward appellant to exercise such largely unfettered discretion
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 Obligors hereby authorize the Indenture Trustee (however the Indenture Trustee shall not have the obligation) to file a financing statement or statements in connection with the Account Collateral to properly perfect the Indenture Trustee’s security interest therein to the extent a security interest in the Account Collateral may also be perfected by filing. The Obligors agree that at any time and from time to time, at the expense of the Obligors, the Obligors will promptly execute and deliver all further instruments and documents, and take (or authorize the taking of) all further action, that may be reasonably necessary or desirable, or that the Indenture Trustee or the Servicer may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Indenture Trustee to exercise and enforce its rights and remedies hereunder with respect to any Account Collateral. In the event of any change in name, identity or structure of any Obligor, such Obligor shall notify the Indenture Trustee thereof and such Obligor hereby authorizes the Indenture Trustee (however the Indenture Trustee shall not have the obligation) to file and record such Uniform Commercial Code financing statements (if any) as are reasonably necessary to maintain the priority of Indenture Trustee’s lien upon and security interest in the Account Collateral, and shall pay all expenses and fees in connection with the filing and recording thereof.

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: This Agreement constitutes the entire agreement between the Executive and Reed’s with respect to its subject matter and supersedes any prior understandings, agreements or representations between the parties, written or oral, with respect to the subject matter of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: 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 Transaction 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 or Transaction 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: SOOUM has paid all federal, state, local and foreign taxes, assessments, fees and other governmental charges it is legally required to pay. SOOUM has filed all federal, state, local and foreign tax returns and tax reports it is legally required to file and the returns and reports are true, correct and complete and have not been amended, and all taxes arising under the returns and reports have been either fully paid or adequately reserved for in SOOUM Financial Statements, and will be timely paid when due.

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 legal provision and list the applicable contract clause categories. Provision: The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

assistant: Construction
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: argues that the plaintiff did not engage in protected conduct by threatening to file a grievance, but agrees that “[a]n inmate has an undisputed First Amendment right to file grievances against prison officials on his own behalf.” Thomas v. Eby, 481 F.3d 434, 439 (6th Cir.2007). Nonetheless, the defendant is correct that neither the Sixth Circuit nor the Supreme Court has ad dressed explicitly whether threatening to file a grievance constitutes protected conduct. See Harbin-Bey v. Rutter, 420 F.3d 571, 579 (6th Cir.2005) (finding against the plaintiff who claimed his protected conduct was threatening to file a lawsuit because he had not shown that a prisoner of ordinary firmness would be deterred); Scott v. Kilchermann, 230 F.3d 1359, 2000 WL 1434456, at *2 (6th Cir. Sep. 18, 2000) (<HOLDING>). But see Bridges v. Gilbert, 557 F.3d 541, 555 Options: A. holding that prisoner justifiably failed to file ordinary grievance when prisoner reasonably believed that department of corrections regulations foreclosed such recourse B. holding that equal protection claim by prisoner lacked merit where prisoner not similarly situated to others who were permitted to engage in relevant conduct C. recognizing that officials failure timely to respond to grievance could be basis for prisoner to show he exhausted available administrative remedies D. holding that a prisoner did not engage in protected conduct when he threatened to file a frivolous grievance E. holding that a prisoner failed to exhaust his administrative remedies when he did not utilize grievance procedures that permitted waiver of the time limit for good cause

assistant: The best answer is D. holding that a prisoner did not engage in protected conduct when he threatened to file a frivolous grievance
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 be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Obligors’ Agent and the Administrative Agent. Delivery of an executed counterpart hereof by facsimile or electronic transmission shall be as effective as delivery of an original executed counterpart hereof.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: google disclaims all warranties related to the translations , express or implied , including any warranties of accuracy , reliability , and any implied warranties for merchantability , fitness for a particular purpose and noninfringement .

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: 916 S.W.2d 685, 692 (Tex.App.-Waco 1996, writ denied); HBA East, Ltd. v. JEA Boxing Co., 796 S.W.2d 534, 536 (Tex.App.-Houston [1st Dist.] 1990, writ denied); Audio Data Corp. v. Monus, 789 S.W.2d 281, 286 (Tex.App.-Dallas 1990, no writ). An exception exists when the claims against debtor and non-debtor parties are “inextricably intertwined.” See Carway v. Progressive County Mut. Ins. Co., 183 B.R. 769, 775 (S.D.Tex.1995) (citing A.H. Robins Co. v. Piccinin, 788 F.2d 994, 1001 (4th Cir.1986)); Federal Life Ins. Co. (Mut.) v. First Fin. of Tex., Inc., 3 B.R. 375, 376-77 (S.D.Tex.1980). The dismissal of a defendant/debt- or from a lawsuit does not violate the bankruptcy stay. See Orion Inv., Inc. v. Dunaway & Assocs., Inc., 760 S.W.2d 371, 374 (Tex.App.-Fort Worth 1988, writ denied) (<HOLDING>); Weaver v. Jock, 717 S.W.2d 654, 658 Options: A. holding nonsuit does not violate bankruptcy stay because it is a termination of the case against the debtor B. holding nonsuit does not frustrate purpose of bankruptcy stay which is to protect the debtor against further actions and to ensure equal treatment of creditors C. holding that the protections of the automatic stay apply only to actions against the debtor D. holding dismissal is not precluded by bankruptcy stay E. holding that although the automatic stay only applies to proceedings against the debtor counterclaims seeking affirmative relief against a debtor implicate the automatic stay

assistant: The best answer is A. holding nonsuit does not violate bankruptcy stay because it is a termination of the case against the debtor