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: Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by a binding arbitration process administered by JAMS/Endispute in Boston, Massachusetts. Such arbitration shall be conducted in accordance with the then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS/Endispute; (ii) each Party to the arbitration will pay one-half of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorney’s fees and expenses; provided that the arbitrator may assess the prevailing Party’s fees and costs against the non-prevailing Party as part of the arbitrator’s award. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however , that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the Registration Statement, Prospectus and Prospectus Supplement and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, Prospectus and Prospectus Supplement, a written notice that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: Borrower is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified or licensed to transact business in all places where the failure to be so qualified would have a Material Adverse Effect on it. Borrower has the power to make and perform the Loan Documents executed by it and all such instruments will constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors’ rights generally.

assistant: Powers
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: (4th ed. 2005). 2 . Del.Code Ann. tit. 8, § 151(a) (2005) (emphasis added). See Lehman v. Cohen, 222 A.2d 800, 806-07 (Del.1966). 3 . Del.Code Ann. tit. 8, § 102(a)(4) (emphasis added). 4 . STAAR Surgical Co. v. Waggoner, 588 A.2d 1130, 1134-35 (Del.1991). See also Elliott Assocs., L.P. v. Avatex Corp., 715 A.2d 843, 852-53 (Del.1998); Wood v. Coastal States Gas Corp., 401 A.2d 932, 937 (Del.1979). 5 . Gaskill v. Gladys Belle Oil Co., 146 A. 337, 339 (Del.Ch.1929). 6 . Wood v. Coastal States Gas Corp., 401 A.2d at 937 (quoting Richard M. Buxbaum, Preferred Stock—Law and Draftsmanship,: 42 Cal. L. Rev. 243, 279 (1954)). 7 . Elliott Assocs., L.P. v. Avatex Corp., 715 A.2d 843; STAAR Surgical Co. v. Waggoner, 588 A.2d at 1136. 8 . See, e.g., STAAR Surgical Co. v. Waggoner, 588 A.2d 1130 (<HOLDING>); Triplex Shoe Co. v. Rice & Hutchins, Inc., Options: A. holding that shares of stock in husbands name had not been transmuted B. holding that preferred shares were void because invalidly issued and accordingly the common shares into which the preferred had been transferred were void C. holding void shares issued in excess of the amount of common shares authorized in the articles of incorporation D. holding that the word void is not sufficient E. holding that an order or judgment issued by a disqualified judge is void but not because the court lacked jurisdiction

assistant: The best answer is B. holding that preferred shares were void because invalidly issued and accordingly the common shares into which the preferred had been transferred were void
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: For purposes of this Employment Agreement, a “Change in Control” shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company’s Common Stock immediately prior to the merger have substantially the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, or (ii) the stockholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, the Employee or any Employee benefit plan sponsored by the Company, or such person on the Effective Date hereof is a 20% or more beneficial owner, shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, or (iv) at any time during a period of two consecutive years, individuals who at the beginning of such period, constituted the Board of Directors of the Company shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office, who were directors at the beginning of such two-year period.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: primary arguments why the district court’s sentence should be vacated. First, Hernandez contends that because the sentencing guidelines are advisory after Booker, a district court has discretion as to how and when it determines § 3553(f) eligibility. Second, Hernandez argues that because § 3553(f) contains mandatory language, it is invalid after Booker, Hernandez’s Hoofcer-based challenges are foreclosed by recent Ninth Circuit opinions in United States v. Hernandez-Castro, 473 F.3d 1004, 1005-06 (9th Cir.2007), where we held that § 3553(f)(1) was not “rendered advisory by Booker,” and United States v. Cardenas-Juarez, 469 F.3d 1331, 1334-35 (9th Cir.2006), where we held that despite its mandatory language, 18 U.S.C. § 3553(f) survives Booker, and if triggered 336-37 (8th Cir. 1986) (<HOLDING>); United States v. Echeverri-Jaramillo, 777 Options: A. holding that possession of the equivalent of 279 pounds of marijuana valued at 279000 dollars justified the district courts refusal to provide a lesser included instruction B. holding that due process does not require a lesser included offense instruction of manslaughter where not requested C. holding that possession of more than thirtyfive pounds of cocaine valued at between 5 and 7 million ruled out a simple possession jury instruction D. holding that jurys failure to find the defendant guilty of possession of marijuana could not be reconciled with a verdict of guilty of possession of marijuana with intent to purchase E. holding that possession of more than seven tons of marijuana justified the district courts refusal to provide a simple possession instruction

assistant: The best answer is A. holding that possession of the equivalent of 279 pounds of marijuana valued at 279000 dollars justified the district courts refusal to provide a lesser included instruction
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 has chosen Consultant on the basis of Consultant’s experience and qualifications, including Consultant’s reputation for ethical business conduct and compliance with applicable laws. As such, Consultant agrees not to assign any of its rights or obligations under this Agreement, or delegate the performance of any of the duties hereunder, to any person or entity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Obligor has the corporate power and authority to execute and deliver this Amendment and to perform the Facility Agreement. Each Obligor has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this Amendment and the performance of the Facility Agreement. This Amendment has been duly executed and delivered by each Obligor and this Amendment and the Facility Agreement constitute the legal, valid and binding obligations of each Obligor, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Obligor’s execution and delivery of this Amendment and the performance by each Obligor of the Facility Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Security upon the property of any Obligor by reason of the terms of (a) any Security to which any Obligor is a party or which is binding on any of them, (b) any Applicable Law, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association or articles of association of any Obligor.

assistant: Authorizations
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: limitations. See Lovett, 327 F.3d at 1182; see also O.C.G.A. § 9-3-33. The events in Fortson’s federal complaint occurred in April 2011, when his state complaint was dismissed. Fortson knew or should have known of the facts giving rise to his federal claims at the time his state complaint was dismissed; therefore, the limitations period began to run in April 2011. See Lovett, 327 F.3d at 1182. Nonetheless, he did not file his federal complaint until January 2014, nearly three years later, after the limitations period had expired. See id. To the extent Fortson requested the district judge to void any state judgments, his claims were barred by the Rooker-Feldman doctrine. See Exxon Mobil Corp. v. Saudi Basic Indus. Corp., 544 U.S. 280, 284, 125 S.Ct. 1517, 1521-22, 161 L.Ed.2d 454 (2005) (<HOLDING>). Accordingly, we affirm dismissal of Options: A. holding rookerfeldman doctrine deprived district court of jurisdiction to review decision of west virginia state bar B. holding the rookerfeldman doctrine bars cases brought by statecourt losers complaining of injuries caused by statecourt judgments rendered before the district court proceedings commenced and inviting district court review and rejection of those judgments C. holding that rookerfeldman doctrine bars federal determination of claim where the district court must hold that the state court was wrong in order to find in favor of the plaintiff D. holding that rookerfeldman bars subject matter jurisdiction where but for the statecourt judgment the plaintiff would have no claim E. holding rookerfeldman also bars federal claims raised in state court as well as claims that are inextricably intertwined with the statecourt judgment

assistant: The best answer is B. holding the rookerfeldman doctrine bars cases brought by statecourt losers complaining of injuries caused by statecourt judgments rendered before the district court proceedings commenced and inviting district court review and rejection of those judgments
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: case of welfare entitlement)(internal citation and quotations marks omitted). By affording the injured firefighter an opportunity to present her medical records and discuss her injury with the examining physician, an independent medical examination serves as a constitutionally adequate initial check against an erroneous determination that a firefighter is physically capable of returning to active duty. See Loudermill, 470 U.S. at 542-43, 105 S.Ct. 1487. The adequacy of this kind of limited, pre-termination hearing rests in part upon the availability of more rigorous post-deprivation procedures. As the Supreme Court explained in Loudermill, “the existence of post-termination procedures is relevant to the necessary scope of preter-mination procedures.” Id. at 547 n. 12, 105 S.Ct. 1487 (<HOLDING>). Mard does not challenge the grievance Options: A. holding that due process does not require the state to provide an impartial decisionmaker at the pretermination hearing where posttermination remedies are available B. holding that a limited pretermination hearing was sufficient where it was followed by a more comprehensive posttermination hearing C. holding that a nursing home participating in the medicaid program is not entitled to a pretermination hearing D. holding that a pretermination hearing need not be in front of a neutral decisionmaker so long as the state affords plaintiff subsequent to his termination a full adversarial hearing before a neutral adjudicator E. holding that appearance at the scheduled hearing demonstrates actual notice of the hearing

assistant: The best answer is B. holding that a limited pretermination hearing was sufficient where it was followed by a more comprehensive posttermination hearing
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: You agree that you will remain bound by, and will adhere to, the confidentiality and non-competition covenants (2- year duration following the Transition Date) set forth in Sections 8 and 9 of the Employment Agreement, which survive the termination of your Employment Agreement, for the remainder of your employment with Cavco and for the additional post-termination of employment periods set forth therein.

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 case excerpt and choose the best holding from the options. Case excerpt: remand, the Board violated due process by depriving him a full and fair opportunity to seek cancellation of removal. We have jurisdiction to review this constitutional claim. See 8 U.S.C. § 1252(a)(2)(D) (2006). It is well established in this circuit that an alien cannot predicate a due process claim on alleged infirmities in the adjudication of an application for discretionary relief. Dekoladenu v. Gonzales, 459 F.3d 500, 508 (4th Cir.2006) (“No property or liberty interest can exist when the relief sought is discretionary”), overruled on other grounds by Dada v. Mukasey, 554 U.S. 1, 128 S.Ct. 2307, 171 L.Ed.2d 178 (2008). The relief of cancellation of removal is entirely discretionary. 8 U.S.C. § 1229b(a); Sorda v. Holder, 643 F.3d 117, 124 (4th Cir.2011); see Obioha, 431 F.3d at 409 (<HOLDING>). We accordingly reject Cruzaldovinos’ due Options: A. holding that an alien raising a due process challenge to removal proceedings must show error and substantial prejudice B. holding that a motion to reopen seeking only to apply for a form of relief which was unavailable to the movant at the time of the hearing is subject to the regulatory requirements governing motions to reopen C. recognizing that petitioners due process claim stemming from denial of motion to reopen to apply for cancellation of removal was flawed in part because an alien does not have a legal entitlement to discretionary relief D. holding that an order denying a petitioners motion to reopen proceedings so that he could apply for adjustment of status was not a judgment regarding the granting of relief and was thus reviewable E. holding that this court lacks jurisdiction to review the discretionary denial of cancellation of removal based on a lack of exceptional and extremely unusual hardship

assistant: The best answer is C. recognizing that petitioners due process claim stemming from denial of motion to reopen to apply for cancellation of removal was flawed in part because an alien does not have a legal entitlement to discretionary relief
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 Employee’s employment, the Company shall promptly pay or reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in the performance of duties hereunder in accordance with the Company’s policies and procedures then in effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: would be equal to the collateral’s fair market value. Under such circumstances, a court remains faithful'to the dictates of § 506(a) by valuing the creditor’s interest in the collateral in light of the proposed post-bankruptcy reality: no foreclosure sale and economic benefit for the debtor derived from the collateral equal to or greater than its fair market value. Our approach allows the bankruptcy court, using its informed discretion and applying historic principles of equity, to adopt in each case the unds, - U.S. -, 113 S.Ct. 2925, 124 L.Ed.2d 676 (1993) (remanding for reconsideration in light of Nobelman v. American Sav. Bank, - U.S. -, 113 S.Ct. 2106, 124 L.Ed.2d 228 (1993)); In re Balbus, 933 F.2d 246, 252 (4th Cir.1991) (same); In re Case, 115 B.R. 666, 670 (9th Cir. BAP 1990) (<HOLDING>); In re Amette, 156 B.R. 366, 368 Options: A. holding that for chapter 12 plan confirmation purposes hypothetical costs should not be deducted from fair market value in valuing collateral to be retained by debtor B. holding that truck to be retained by chapter 13 debtor must be valued at replacement cost to debtor because foreclosure value fails to account for debtors proposed use of collateral C. holding that second sentence of 506a precludes deduction of hypothetical costs of sale in valuing chapter 13 debt ors real property to be retained by debtor D. holding that second sentence of 506a precludes deduction of hypothetical costs of sale in valuing chapter 13 debtors real property to be retained by debt or E. holding that motor vehicle to be retained by chapter 13 debtor should be valued at the price the debtor could get for it in a free and open market ie its fair market value

assistant: The best answer is A. holding that for chapter 12 plan confirmation purposes hypothetical costs should not be deducted from fair market value in valuing collateral to be retained by debtor
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: Upon the occurrence and during the continuance of an Event of Default or upon the occurrence of the Revolving Credit Maturity Date, Lender (i) may proceed to protect and enforce Lender’s rights by suit in equity, action of law and/or other appropriate proceeding either for specific performance of any covenant or condition contained in this Agreement, any Loan Document or in any instrument or document delivered to Lender pursuant hereto, or in the exercise of any rights, remedies or powers granted in this Agreement, any Loan Document and/or any such instrument or document, and (ii) may proceed to declare the obligations under this Agreement or any Loan Document to be due and payable pursuant to Section 7.1 hereof and Lender may proceed to enforce payment of such documents as provided herein, or in any Loan Document.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 22.8 if you reside in the eu you can access the european commission 's online dispute resolution platform here : http://ec.europa.eu/consumers/odr .

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: of certain crimes and to recommend a sentence reduction. His petition named as defendants the United States government, the Federal Bureau of Prisons (BOP), the Atlanta Division of the United States Attorney’s Office in the Northern District of Georgia, and two individual BOP officers, “Essinburn” and “Riverra.” The magistrate judge issued a report and recommendation concluding that Davis’ § 1361 mandamus petition should be dismissed for failure to state a claim. Over Davis’ objections, the district court adopted the magistrate judge’s report and dismissed the petition. This appeal followed. II. We review a district court’s refusal to issue a writ of mandamus for abuse of discretion. See Schlagenhauf v. Holder, 379 U.S. 104, 111 n. 8, 85 S.Ct. 234, 239 n. 8, 13 L.Ed.2d 152 (1964) (<HOLDING>). Because Davis is proceeding pro se, we Options: A. holding that to grant a writ of mandamus a court in the exercise of its discretion must be satisfied that the writ is appropriate under the circumstances B. recognizing that the issuance of a writ of mandamus is itself generally a matter of discretion C. holding that an execution may not run against the property of a political subdivision of the state and thus the only procedure available to a judgment creditor is the issuance of a writ of mandamus D. holding that common pleas erred in setting aside the writ of execution on the basis that the union erroneously filed a writ of execution instead of filing a writ of mandamus E. recognizing that laches is a proper ground for refusing to issue a writ of mandamus

assistant: The best answer is B. recognizing that the issuance of a writ of mandamus is itself generally a matter of 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: dispute , for purposes of paragraph 20.3 , means any dispute , action , or other controversy whether in contract , warranty , tort , statute , regulation , ordinance , or any other legal or equitable basis .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall be entitled to participate in such employment benefits, including but not limited to a Section 401(k) retirement plan, health, dental, life insurance, and long term disability plans as are established by the Company and as in effect from time to time applicable to executives of the Company. The Company shall provide health and dental insurance plans or, if the Company is unable to provide such plans, the Company will reimburse the Executive for his health and dental insurance costs. The Company shall not be required to establish, continue or maintain any other specific benefits or benefit plans other than health and dental insurance.

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: Borrower shall reasonably cooperate with all reasonable requests of Lender in connection with this Section 9.3 . If requested by Lender, Borrower shall promptly execute and deliver such documents as shall be required by Lender and any Rating Agency in connection with any Bifurcation pursuant to this Section 9.3 , all in form and substance satisfactory to Lender and satisfactory to any applicable Rating Agency, including, the severance of security documents if requested and/or, in connection with any Bifurcation: (i) execution and delivery of a promissory note and loan documents necessary to evidence such Bifurcation, (ii) execution and delivery of such amendments to the Loan Documents as are necessary in connection with such Bifurcation and (iii) delivery of opinions of legal counsel with respect to due execution, authority and enforceability of any modification documents or documents relating to any Bifurcation; each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9. 3 after expiration of ten (10) Business Days after notice thereof.

assistant: Cooperation
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 IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TEXAS, COUNTY OF COLLIN, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF TEXAS WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 24 . EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF TEXAS, COUNTY OF COLLIN, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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: Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

assistant: Submission 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: The Borrower shall not, and shall not permit any Relevant Party to, take any action or position that would result in a Project being determined to have been Placed in Service prior to the date it was sold to the relevant Relevant Party. The Borrower shall not, and shall not permit any Subsidiary to, claim a tax credit under section 48 of the Code for any Project with respect to which a Relevant Party has received a Grant. The Borrower shall not, and shall not permit any Relevant Party to, cause or permit any property that is part of a Project to be subject to the alternative depreciation system under section 168(g) of the Code.

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: This Agreement may not be modified, discharged or changed in any respect whatsoever, except by a further agreement in writing duly executed by Buyer and Sellers. However, any consent, waiver, approval or authorization shall be effective if signed by the party granting or making such consent, waiver, approval or authorization.

assistant: Modifications
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: 270, 274 (Tex.App.-Houston [1st Dist.] 1999, no pet.) (stating that all shareholders are indirectly affected by and benefit from a derivative lawsuit); see also Kaplan v. Rand, 192 F.3d 60, 67 (2d Cir.1999) (“We think that a shareholder who objects to the payment of a fee from corporate funds in compensation of attorneys who have brought a derivative action on behalf of the corporation has an interest that is affected by the judgment directing payment of the fee.”). A 2 (10th Cir.1995) (“To merely object to the settlement of a derivative action, however, the objector apparently need only own stock in the corporation at the time of the settlement hearing, and appear at the settlement hearing to raise his or her objections.”); Saylor v. Bastedo, 78 F.R.D. 150, 152-53 (S.D.N.Y.1978) (<HOLDING>). Also, as discussed in Part II below, most Options: A. holding noncontemporaneous shareholders status is that of an objector B. holding that refugees who have already acquired lpr status are ineligible for a 209c waiver in light of the language in that adjustment of status can be granted to an alien who has not acquired permanent resident status C. holding that this court lacks jurisdiction to review denial of motion to continue to pursue adjustment of status if application to adjust status is futile D. holding that the status exception extends to termination proceedings because the tjermination of parental rights is nothing more than a determination of the legal status between the natural parent and the child E. holding that firing authority is indicative of employer status

assistant: The best answer is A. holding noncontemporaneous shareholders status is that of an objector
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: held that the petition could not be construed “as a challenge to a decision or action to ‘adjudicate cases’ While the claim arises out of the February 1996 hearing at which they agreed to drop their asylum claim in exchange for voluntary departure, the Mustatas are not challenging the Attorney General’s decision to adjudicate their case. They are not claiming that the Attorney General should have exercised her discretion to not adjudicate their case and grant them “deferred action.” Id. at 1022 (emphasis added). Here, just as in Mustata, petitioner is not claiming that the INS should have granted him “deferred action” before adjudicating his case — instead he challenges the statutory and constitutional foundation for other decisions made during his removal proceedings. See also id. (<HOLDING>) (emphasis added). Thus the government’s Options: A. holding that term order of removal does not include aliens ineffective assistance of counsel claim concerning attorneys actions taken after order of removal becomes final B. holding that any defect in removal procedure must be cured within the 30day removal period or it is fatal to the removal and defendants failure to attach exhibits to the notice of removal within that time required remand C. holding that petitioners claim is not one to the attorney generals decision or action to execute a removal order either since the facts relevant to their claim took place well before any decision by the attorney general to execute a removal order D. holding that review of an original removal decision and a subsequent removal order are distinct E. holding that when an ij issues a decision granting an aliens application for withholding of removal without a grant of asylum the decision must include an explicit order of removal designating a country of removal

assistant: The best answer is C. holding that petitioners claim is not one to the attorney generals decision or action to execute a removal order either since the facts relevant to their claim took place well before any decision by the attorney general to execute a removal order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall promptly (and in any event not later than two (2) Business Days after obtaining actual knowledge thereof) deliver to Purchaser any notice (A) of the occurrence of any default or event of default under any Purchased Asset; or (B) of the commencement or threat in writing of, settlement of, or judgment in, any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceeding involving any Seller Party that (1) makes a claim or claims in aggregate amount greater than the applicable Litigation Threshold or (2) which, individually or in the aggregate, if adversely determined, would reasonably be likely to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: B.R. 579 (Bankr. W.D.Va.2007) (chapter 13); In re Buck, 2007 WL 4418145 (Bankr.E.D.Va.2007) (chapter 13); In re Megginson, 2007 WL 2609783 (Bankr.D.Md.2007) (chapter 7); In re Crews, 2006 WL 3782865 (Bankr.M.D.N.C.2006) (chapter 13); In re Prince, 2006 WL 3501281 (Bankr.M.D.N.C.2006) (chapter 7). 8 . No court of appeals appears to have yet ruled on the issue, and the only reported decisions to the contrary within the Fourth Circuit are In re Edmunds, 350 B.R. 636, 644 (Bankr.D.S.C.2006) (above-median income chapter 13 debtors not allowed to deduct payments on vehicle they intended to surrender); In re Ray, 362 B.R. 680 (Bankr.D.S.C.2007) (chapter 7 debtors could not deduct payments on motorcycle and RV they intended to surrender); and In re McPherson, 350 B.R. 38 (Bankr.W.D.Va.2006) (<HOLDING>). 9 . Since this is a chapter 7 case, not a Options: A. holding that projected disposable income for an abovemedian income debtor would not include a deduction for contractual payments on undersecured debt that the debtor would not actually be required to pay because the plan bifurcated the claim or surrendered the collateral B. holding that for abovemedian income debtors projected disposable income calculated on form b22c is the starting point but not the ending point in determining debtors correct minimum obligation and both income and expenses must be determined as of date of confirmation C. holding that projected disposable income for abovemedian income debt or is not fixed by means test calculation that includes expenses that would not actually be incurred under plan such as car payments for car to be surrendered D. holding that projected disposable income for abovemedian debtors is disposable income as defined by 1325b E. holding that a debtors disposable income as calculated under 11 usc 1325b2 is not the same as a debtors projected disposable income but that it can be used as the presumptive projected disposable income

assistant: The best answer is A. holding that projected disposable income for an abovemedian income debtor would not include a deduction for contractual payments on undersecured debt that the debtor would not actually be required to pay because the plan bifurcated the claim or surrendered the collateral
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: two main arguments: 1) that its objection to confirmation should be considered an informal proof of claim; 2) that its late claim be allowed pursuant to the test set forth in Pioneer Investment Services. Co. v. Brunswick Associates Limited Partnership, 507 U.S. 380, 113 S.Ct. 1489, 123 L.Ed.2d 74 (1993). The Court will consider whether to permit Ocwen’s late filed claim first, since the history of disallowing late claims in chapter 13 bears on whether to allow Ocwen’s objection to confirmation as an informal proof of claim. Late claims are not allowed in chapter 13 Ocwen’s argument that its late filed claim should be permitted under the doctrine of excusable neglect as outlined in Pioneer is misplaced. See Aboody v. United States (In re Aboody), 223 B.R. 36, 38 (1st Cir. BAP 1998) (<HOLDING>). Claims filed in chapter 13 cases are governed Options: A. holding that the excusable neglect standard for allowing untimely proofs of claim does not apply in chapter 13 cases B. holding the principles of equitable tolling do not extend to what is at best a garden variety claim of excusable neglect C. holding that state courts must apply the federal pleading standard in fela cases D. holding that good cause means at a minimum excusable neglect E. recognizing that although the term good cause is undefined it is at least as demanding as the excusable neglect standard

assistant: The best answer is A. holding that the excusable neglect standard for allowing untimely proofs of claim does not apply in chapter 13 cases
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: Circuit’s decision in Substance, Inc., here the plaintiff has not even bothered to address the substance of the fair use question, providing this court with absolutely no indication of any evidence or factors outside of the episode in question that could even possibly influence the resolution of the fair use issue in the plaintiffs favor. Brownmark has not provided a reason, nor can this court speculate as to why this matter cannot be resolved by looking to the pleadings and the materials incorporated by reference in the pleadings. Consequently, the court finds nothing wrong with addressing the substance of the fair use issue through the Fed.R.Civ.P. 12(b)(6) motion. See generally Harper & Row Publishers, Inc. v. Nation Enters., 471 U.S. 539, 105 S.Ct. 2218, 85 L.Ed.2d 588 (1985) (<HOLDING>); see also Fisher v. Dees, 794 F.2d 432, 435-36 Options: A. holding that a court may conduct a fair use analysis as a matter of law where the facts are presumed or admitted B. holding that fair use is an affirmative defense C. holding that public use of a beach was presumed to have originated by permission and to have continued as a license until some act of the public or public official asserted the use to be exercised as a matter of right rather than privilege D. holding that it may be decided as a matter of law E. recognizing that when the facts alleged in the administrative complaint are not disputed this leaves only conclusions of law to be drawn as to whether the admitted facts constitute a violation of the statutes as charged and penalties to be imposed

assistant: The best answer is A. holding that a court may conduct a fair use analysis as a matter of law where the facts are presumed or admitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has heretofore furnished to the Lenders (i) the Form 10-K filed by the Company with the SEC for the fiscal year ended December 31, 2016 and (ii) the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Company and its consolidated Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2017, certified by one of the Company’s Financial Officers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

assistant: Financial Statements
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: not be addressed. Y. Conclusion The trial court did not err in identifying, valuing, or dividing the parties’ property. Those portions of the judgment are affirmed. The record is insufficient for this court to determine whether Wife’s income-producing property is adequate to meet her reasonable needs. Therefore, the maintenance order is reversed, and the cause is remanded to the trial court to reconsider the maintenance issue. All concur. 1 . All statutory references are to the Revised Statutes of Missouri 2000. 2 . Generally, income tax is not owed on an inheritance. In this case, however, the parties’ 1992 joint income tax return designated Wife's inheritance of $685,285 as income from IRA distributions, and income tax was paid on it. 3 . Husband cites Beckham, 41 S.W.3d at 912-14 (<HOLDING>); Cuda v. Cuda, 906 S.W.2d 757, 759 Options: A. holding that home purchased with spouses separate funds prior to marriage was transmuted into marital property because mortgage payments made from joint account home was used as marital residence and both parties devoted resources and energy into home B. holding that furniture and furnishings for marital residence purchased with separate funds were transmuted into marital property because they were acquired and treated as communal property C. holding that home purchased with separate funds and titled in one spouses name was transmuted into marital property because home was used as marital residence and the other spouse contributed to payments and repairs on home D. holding that separate property valued at 45000 was transmuted to marital property when improved by 3800 of marital property E. holding that the lower court failed to account for payments made in connection with the marital home including mortgage payments

assistant: The best answer is A. holding that home purchased with spouses separate funds prior to marriage was transmuted into marital property because mortgage payments made from joint account home was used as marital residence and both parties devoted resources and energy into home
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: Upon the occurrence of any event triggering the prepayment requirement under clauses (i) and (ii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent, and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section 2.4(b) shall be applied on a pro rata basis with respect to Loans of all Lenders.

assistant: Notices