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: If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 12.18, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Bankruptcy Event, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.

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: (a) Each of Holdings and the Borrower shall, and shall cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings with respect to Mortgaged Property, mortgages, deeds of trust and other documents), that may be required under any applicable law, or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and in each case subject to the Guaranty and Security Principles. Each of Holdings and the Borrower also agrees to provide to the Administrative Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents; provided that, from and after the Collateral Release Date, the Loan Parties shall only be required to cause the Guarantee Requirement to be satisfied in accordance with this Section 5.13.

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: Any notices provided for in your Award or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

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

user: In Particular, the Receiving Party undertakes (in addition and without prejudice to any commitments under the Consortium Agreement), that: b. the Material shall neither be copied, nor otherwise reproduced nor duplicated in whole or in part where such copying, reproduction or duplication have not been specifically authorized by the Consortium Agreement or otherwise approved in writing by the Steering Committee;

assistant: No
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 Note and the instruments securing it have been executed and delivered in the State of Florida, and their terms and provisions are to be governed by and construed under the laws of such State without regard to conflict of laws principles, and of the United States of America, and the rules and regulations promulgated under the authority thereof. It is the intent of this Note that such laws shall be interpreted in such a manner that the maximum rate of interest allowed to be contracted for by applicable law, as changed from time to time, which is applicable to this Note, be as great as possible. References to laws, statutes, rules and regulations in this Note, refer to such as amended from time to time. If the terms of this Note should conflict with the terms of any Loan Document, as defined below, or any commitment letter, the terms of this Note shall control.

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: This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Option or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns. This Agreement does not supersede or amend any non-competition agreement, non-solicitation agreement or any other similar agreement between the Participant and the Company, including, but not limited to, any restrictive covenants contained in such agreements.

assistant: Binding Effects
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: records shall be levied as a charge on the citizen requesting such copy. (b) It shall be the responsibility of the public body to establish rules and regulations regarding access to public records as well as fees charged for copying of such records. 29 Del. Code Ann. § 10003. 2 . Lee sued Governor Minner and Attorney General Brady only in their official capacities. The District Court subsequently dismissed the Governor as a defendant because she had no particular enforcement authority under Delaware’s FOIA. Lee does not challenge that ruling on appeal. For purposes of this opinion, we will refer to the Defendant-Appellant as “Delaware” or "the State.” 3 . See United Bldg. & Constr. Trades Council v. Mayor & Council of Camden, 465 U.S. 208, 219, 104 S.Ct. 1020, 79 L.Ed.2d 249 (1984) (<HOLDING>); see also Piper, 470 U.S. 274, 105 S.Ct. 1272, Options: A. holding that privileges and immunities clause protected right of noncitizen to engage in construction work and noting that the pursuit of a common calling is one of the most fundamental of those privileges protected by the clause B. holding that new hampshire policy which restricted practice of law by outofstate residents violated privileges and immunities clause C. holding that the right to have a hunting license is not fundamental under the privileges and immunities clause because access to elk hunting is not necessary to promote interstate harmony D. recognizing common law privileges E. holding that direct public employment is not a right protected by the privileges and immunities clause

assistant: The best answer is A. holding that privileges and immunities clause protected right of noncitizen to engage in construction work and noting that the pursuit of a common calling is one of the most fundamental of those privileges protected by the clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Such Buyer is not required to file, seek or obtain any authorization, approval, waiver, order, Permit or consent of or with, or give any notice to, any Governmental Authority or other third party in connection with the execution, delivery and performance by such Buyer of this Agreement or the consummation of the transactions contemplated hereby, except: (i) for any filings required to be made under the HSR Act; (ii) for such filings as may be required by any applicable federal or state securities or “blue sky” Laws; (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to materially delay or materially impede the performance by such Buyer of its or his respective obligations under this Agreement or the consummation of the transactions contemplated hereby; or (iv) as may be necessary as a result of any facts or circumstances relating to Parent or any of its Affiliates.

assistant: Consents
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 obligations of the Company relating to the Warrant Shares shall inure to the benefit of the successors and assigns of the Holder hereof and shall be binding upon any successor entity. Upon such event, the successor entity shall assume the obligations of this Warrant, and this Warrant (or any substitute warrant as provided hereinbefore) shall be exercisable for the securities, cash and property of the successor entity on the terms provided herein.

assistant: Successors
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 offensive , harmful , inaccurate or otherwise inappropriate , or in some cases , postings that have been mislabeled or are otherwise 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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. The Company and the Participant agree that the jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Agreement shall be exclusively in the courts in the State of Colorado, County of Arapahoe or Denver, including the Federal Courts located therein (should Federal jurisdiction exist), and the Company and the Participant hereby submit and consent to said jurisdiction and venue.

assistant: Applicable 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: During the Employment Term, Executive shall serve as the Company’s Vice President, General Counsel & Secretary. In such position, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors of the Company (the “Board”), the Chief Executive Officer or the Chief Operating Officer of the Company, which duties, authority and responsibility are consistent with the position of Vice President, General Counsel & Secretary of the Company. It is anticipated that Executive will remain in this role until his successor is identified, at which point he may continue in employment with the Company as Assistant General Counsel or such other position and at such other compensation as may be determined by the Chief Executive Officer or Chief Operating Officer at that time.

assistant: Titles
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: Diamond Auto Glass, 165 F.3d 1015, 1017-18 (4th Cir.1999). Section 1981. governs only contractual relationships. Here, the plaintiff has not alleged the existence of an express, formal employment contract between himself and the defendant. Instead, the plaintiff was an at-will employee under Nebraska law subject to termination at any time, whenever and for whatever cause an employer chose. Myers v. Nebraska Equal Opp. Comm., 255 Neb. 156, 16B, 582 N.W.2d 362, 368 (1998). Consequently, the defendant contends that no underlying contract exists for the plaintiff to base his section 1981 claims. I disagree. While district courts addressing this issue are split on whether an at-will employee may maintain a section 1981 claim, compare Hawkins v. Pepsico, Inc., 10 F.Supp.2d 548 (M.D.N.C.1998) (<HOLDING>) with O’Neal v. Ferguson Const. Co., 35 Options: A. holding that an atwill employee may not recover for discriminatory discharge under section 1981 because the atwill relationship was not sufficiently contractual under tennessee law B. holding that an atwill employment relationship is contractual and may serve as a predicate contract for a 1981 claim C. holding that an atwill employee may sue under 1981 for racially discriminatory termination D. holding that atwill employees have no contractual relationship with their employers to support a cause of action under section 1981 E. holding that an atwill employee may bring a cause of action under section 1981

assistant: The best answer is D. holding that atwill employees have no contractual relationship with their employers to support a cause of action under section 1981
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: plaintiff in return for an $867,000 letter of credit that would be canceled in the event the plaintiff prevailed on appeal. The circuit court further ordered the plaintiff to pay the annual premium on its letter of credit and the defendant to file an appeal bond in an amount sufficient to cover the plaintiffs taxable costs. On appeal, the defendant argued that the judgment should be vacated, to which the plaintiff responded by requesting affirmance plus costs, which, the plaintiff claimed, should include its premium costs for the letter of credit. A panel of this Court affirmed the judgment for the plaintiff and, in the final paragraph of the opinion, ordered the plaintiff to file a bill of costs, “includ[ing] the cost of the letter of credit incurred as a re NE2d 1259 (Ind App, 1996) (<HOLDING>). B. INTERPRETATION OF MCR 7.219(F)(2) Given Options: A. holding that a bank fee for a letter of credit to secure a stay pending appeal was not a taxable cost where no statute or court rule allowed such a cost and where the letter of credit was unnecessary and therefore a discretionary expense to which the opposing party had objected B. holding that plaintiff had standing where the beneficiary of a letter of credit had assigned to plaintiff its cause of action for wrongful dishonor of the letter of credit C. holding that 1823e does not apply to a claim relating to a letter of credit a letter of credit is a liability not an asset D. holding that documents did not substantially comply where copies of letter of credit and promissory note were submitted and letter of credit required originals E. holding that a party providing a letter of credit fails at its peril to include in the letter language restricting honor and payment of the credit

assistant: The best answer is A. holding that a bank fee for a letter of credit to secure a stay pending appeal was not a taxable cost where no statute or court rule allowed such a cost and where the letter of credit was unnecessary and therefore a discretionary expense to which the opposing party had objected
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: PHR and the Borrowers have disclosed or made available for disclosure to Administrative Agent and the Lenders all material agreements, instruments and corporate or other restrictions to which PHR, the Company or any of its Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of PHR, the Borrowers or any Restricted Subsidiary to Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

assistant: Disclosures
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: any amount that may have been reported by the taxpayer on his return. § 6211(a).”). 20 . Miles v. United States, 1999 WL 500999, at *1 (N.D.Tex.1999) (citing Moore v. Cleveland Ry. Co., 108 F.2d 656, 659 (6th Cir.1940)). 21 . Murray v. Comm’r of Internal Revenue, 24 F.3d 901, 903 (7th Cir.1994) (discussing deficiency notice requirements for assessed tax deficiencies as contrasted against the collection of assessed taxes based on a taxpayer’s return); Meyer v. Comm'r of Internal Revenue, 97 T.C. 555, 560, 1991 WL 238309 (U.S.Tax Ct.1991) (interpreting § 6213(a) as requiring “mailing of notice of deficiency” prior to "assessing or collecting a deficiency”). 22 . Perez v. United States, 2001 WL 1836185, at *8 (W.D.Tex.2001). Accord Koch v. Alexander, 561 F.2d 1115, 1118 (4th Cir.1977) (<HOLDING>); Miles, 1999 WL 500999 at *2 (rejecting Options: A. holding that because the amount of the debtors obligation to the government exceeded the amount of their income tax refund the refund did not become property of the estate and could not be exempted B. holding that a notice of tax deficiency sent to a taxpayer by the irs need not be signed in order to be valid C. holding that where notice of deficiency fails adequately to describe the basis on which the commissioner relies for his deficiency determination burden shifts to the commissioner to prove the accuracy of the deficiency determination D. holding that a second deficiency notice issued for a taxable year was valid where it determined a deficiency in a different type of tax than did the earlier deficiency notice E. holding that plaintifftaxpayers are not entitled to a notice of deficiency because they owe the government only the amount listed on their tax return

assistant: The best answer is E. holding that plaintifftaxpayers are not entitled to a notice of deficiency because they owe the government only the amount listed on their tax return
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in which this Court engaged in a detailed analysis of the proper method of calculating a statutorily-dictated period of time and reasoned as follows: Where “month,” as employed in a statute, judicial proceeding, or contract, means calendar month, a period of a month or months is to be computed not by counting days, but by looking at the calendar, and it runs from a given day in one month to a day of the corresponding number in the next or specified succeeding month ... that is, if it begins on the 5th of January, it would end on the 5th of February, although thirty-one days would elapse. If it begins on the 5th of February, it would end on the 5th of March, although but twenty-eight days have elapsed, leap year being excepted. Or if it begins App.—San Antonio 1941, writ ref d w.o.m.) (<HOLDING>). This method applies with equal force to Options: A. holding that twoyear limitation period did not prevent trustee from relying defensively on 502d B. holding that twoyear delay was not reasonable C. holding that a oneyear limitation provision was unreasonable and thus unenforceable because it conflicted with the motor vehicle reparations acts twoyear limitation period D. holding that where plaintiffs cause of action for personal injuries accrued on june 17 1989 twoyear limitations period expired on june 17 1991 E. holding that where conversion occurred on september 4 1935 twoyear limitation period expired on and with september 4 1937

assistant: The best answer is E. holding that where conversion occurred on september 4 1935 twoyear limitation period expired on and with september 4 1937
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: From and after the Transfer Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued to but excluding the Transfer Effective Date and to [the] [the relevant] Assignee for amounts which have accrued from and after the Transfer Effective Date.

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: Except as set forth on Schedule 4(d) , as of the date hereof there is no action, suit or proceeding at law or in equity by or before any court or any Governmental Authority pending or, to the knowledge of the Loan Parties threatened against or affecting the Loan Parties.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: this website may include links to other internet sites/websites and resources and/or services owned and/or operated by participating companies and/or third parties ( `` external links '' ) .

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 Public Company owns Metwood Inc., a Virginia Corporation (‘MTVA’). MTVA is a wholly owned subsidiary of MTWD. MTVA holds certain construction product patents and associated rights to manufacture, distribution, and sales. MTVA has inventory, vehicles, shop equipment, office equipment, bank account, and other assets and liabilities for operation its business. Buyer will not acquire MTVA. At the closing, MTVA will be acquired by the existing majority shareholder of MTWD, Cahas Mountain Properties (‘CAHAS’).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of Continuous Service for Cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company. The Committee may also specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance with noncompetition, confidentiality or other restrictive covenants that may apply to the Participant and providing that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment on account of a breach of such representation. Notwithstanding the foregoing, the confidentiality restrictions set forth in an Award Agreement shall not, and shall not be interpreted to, impair a Participant from exercising any legally protected whistleblower rights (including under Rule 21 of the Exchange Act). In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any “clawback” policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing condition.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No amendment, modification, termination or waiver of any provision of this Exit Fee Agreement shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and each Lender (including any permitted assigns of such parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. Each of the Parties hereby agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement; provided however , that if a CEC Chapter 11 Case or CEC Bankruptcy Event occurs, the court in which the case initiated by such CEC Chapter 11 Case or CEC Bankruptcy Event is pending shall have concurrent jurisdiction to enforce CEC’s compliance with this Agreement.

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: Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained, the execution and delivery by such Commitment Party of this Agreement and each other Definitive Document to which such Commitment Party is a party, the compliance by such Commitment Party with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not (a) result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of such Commitment Party, (b) conflict with, or result in a breach, modification, termination or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any Lien under, any Contract to which such Commitment Party is a party or by which such Commitment Party is bound or to which any of the properties or assets of such Commitment Party are subject, and (c) result in any material violation of any Requirement of Law or Order applicable to such Commitment Party or any of its properties, except, in each of the cases described in clauses (a) or (c), for any conflict, breach, modification, termination, violation, default, acceleration or Lien which would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact such Commitment Party’s performance of its obligations under this Agreement.

assistant: No Conflicts
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: rely upon donations, religions like the church that encourage tithing at the traditional level of 10% are much more attractive to a trustee looking for potential assets than other religions. Brief for Appellant at 13 (table listing average % of household income donated to charity by denomination as 1.3 to 3.8%, much less than 10%). For the reasons discussed below, we hold that the recovery of the contributions substantially burdens the debtor s without questioning its constitutionality and thus has at least implicitly held that the RFRA is constitutional. But cf. Hamilton v. Schriro, 74 F.3d at 1557 (McMillian, J., dissenting) (arguing that the RFRA is unconstitutional because Congress does not have power under § 5 of the fourteenth amendment to enact RFRA); Tessier, 190 B.R. at 405-07 (<HOLDING>). In Smith the Supreme Court held that the Options: A. recognizing that standing doctrine is fundamentally rooted in respect for the separation of powers of the independent branches of government B. holding that the plras three strikes rule is a procedural rule that does not violate the separation of powers doctrine C. recognizing that the judicial rewriting of a statute would violate the separation of powers doctrine D. recognizing separation of powers doctrine E. holding rfra is inconsistent with smith and violates the separation of powers doctrine

assistant: The best answer is E. holding rfra is inconsistent with smith and violates the separation of powers doctrine
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: Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any United States Federal or New York State court sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, or for recognition or enforcement of any judgment, and Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Guarantor hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty shall affect any right that Lender may otherwise have to bring any action or proceeding relating to this Guaranty against Guarantor or its properties in the courts of any jurisdiction. Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any court referred to in subsection (b) above. Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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: it alleged, and the jury convicted him of, a breaking with intent to commit a crime of violence.” The state remedied this omission on resentencing, and the proof — the indictment, the conviction, and the victim’s testimony' — establishes a prior conviction of a violent felony. Id. (citation omitted) (quoting Mann, 420 So.2d at 581). We affirmed the death sentence. Id. As we did in Mann regarding evidence establishing an aggravating factor (a case with the ultimate stakes for the defendant), we conclude that because a resentencing is a new proceeding, the State may present additional evidence on remand to prove the defendant qualifies for habitual felony offender sentencing. Our decision furthers the purpose of the habitual felony offender statute. See Richardson, 915 So.2d at 88 (<HOLDING>) (quoting Joyner v. State, 158 Fla. 806, 30 Options: A. recognizing that the purpose of section 775084 is to protect society from habitual criminals who persist in the commission of crime after having been theretofore convicted and punished for crimes previously committed B. holding that a statute imposing a one dollar court cost for law enforcement on every person convicted of a crime was not a violation of the separation of powers doctrine because it is reasonable that one convicted of a crime should be made to share in the improvement of agencies that society has had to employ in defense against the very acts for which he has been convicted C. holding for crimes committed on or after october 1 1988 the sentencing guidelines do not apply to habitual offender sentences D. recognizing that whitehead was decided before section 775084 was amended so that once the defendant meets the definition of a habitual felony offender the trial court is no longer required to provide written reasons for imposing a sentence in excess of the guidelines E. recognizing that the amendment to section 775084 superseded whitehead and a habitual offender sentence in excess of the guidelines even in the absence of stated reasons for departure is now valid

assistant: The best answer is A. recognizing that the purpose of section 775084 is to protect society from habitual criminals who persist in the commission of crime after having been theretofore convicted and punished for crimes previously committed
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: they simply acknowledge that the public interest requires that a coequal, branch of Government “afford Presidential confidentiality the greatest protection consistent with the fair administration of justice,” ibid., and give recognition to the paramount necessity of protecting the Executive Branch from vexatious litigation that might distract it from the energetic performance of its constitutional duties. These separation-of-powers considerations should inform a court of appeals’ evaluation of a mandamus petition involving the President or the Vice President. Accepted mandamus standards are broad enough to allow a court of appeals to prevent a lower court from interfering with a coequal branch’s ability to discharge its constitutional responsibilities. See Ex parte Peru, supra, at 587 (<HOLDING>); see also Clinton v. Jones, supra, at 701 (“We Options: A. recognizing that the government must demonstrate the reasonableness not only of its litigation position but also of the agencys actions B. 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 C. recognizing jurisdiction to issue the writ because the action of the political arm of the government taken within its appropriate sphere must be promptly recognized and delay and inconvenience of a prolonged litigation must be avoided by prompt termination of the proceedings in the district court D. holding that a remand should be limited to cases in which further action must be taken by the district court or in which the appellate court has no way open to it to affirm or reverse the district courts action under review E. holding that the federal action at issue must be authorized

assistant: The best answer is C. recognizing jurisdiction to issue the writ because the action of the political arm of the government taken within its appropriate sphere must be promptly recognized and delay and inconvenience of a prolonged litigation must be avoided by prompt termination of the proceedings in the district court
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: counsel requests that this court require any objector filing a notice of appeal to post a bond. The court agrees that the detrimental impact of an appeal as to the entire class renders it appropriate for the court to require any objector to post an appeal bond. See Fed. R.App. P. 7 (“[i]n a civil case, the district court may require an appellant to file a bond or provide other security in any form and amount necessary to ensure payment of costs on appeal”). It bears mention that Honda stands ready to deliver approximately $10 million in lease refunds to class members. Also, the court is of the opinion that the amount of bond should reflect the significant possibility that any objector’s appeal will be subject to Fed. R.App. P. 38. See Sckolnick v. Harlow, 820 F.2d 13, 15 (1st Cir.1987) (<HOLDING>); and Allapattah Servs., Inc. v. Exxon Corp., Options: A. holding that a district court may award attorneys fees while the merits are on appeal B. holding that where a state statute provides for the award of attorneys fees those fees can be considered as part of the amount in controversy for the purpose of determining federal diversity jurisdiction C. holding that it is proper for a district court to considered sic the possibility that an appeal may result in the award of attorneys fees in determining the appeal bond amount D. holding that an appeal is perfected when the appeal bond is filed E. holding that an attorneys fees award is not appealable until the amount of the award is set

assistant: The best answer is C. holding that it is proper for a district court to considered sic the possibility that an appeal may result in the award of attorneys fees in determining the appeal bond amount
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All covenants, agreements, representations and warranties made by Guarantor herein or in any of the Loan Documents or in any certificate, report or instrument contemplated hereby shall survive any independent investigation made by Lender and the execution and delivery of this Guaranty, the Loan Documents and such certificates, reports or instruments and shall continue so long as any Obligations are outstanding and unsatisfied, applicable statutes of limitations to the contrary notwithstanding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. In the event any signature is delivered by facsimile transmission, the party using such means of delivery shall cause the manually executed execution page(s) hereof to be physically delivered to the other party within five days of the execution hereof, provided that the failure to so deliver any manually executed execution page shall not affect the validity or enforceability of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No delay on the part of the Lender in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. The Lender shall not be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by the Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Executive shall be paid a base salary (“Base Salary”) of $37,500 per month (or $450,000 on an annualized basis), subject to applicable withholdings, in accordance with the Company’s normal payroll procedures. Executive’s Base Salary shall be reviewed on an annual basis by the Board for possible increase (but not decrease) based on the Company’s operating results and financial condition, salaries paid to other Company executives, and general marketplace and other applicable considerations. Such increased Base Salary, if any, shall then constitute Executive’s “Base Salary” for purposes of this Agreement.

assistant: Base Salary
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: the company 's liability , and the liability of any other company parties , to you or any third parties in any circumstance is limited to the greater of the fees you have paid us for any gifts and u.s. $ 100 .

assistant: Limitation of liability
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: These portions of the statute affirmatively require the City to make reasonable accommodations for handicapped residences. See City of Edmonds, 18 F.3d at 806; Turning Point, Inc. v. City of Caldwell, 74 F.3d 941, 945 (9th Cir.1996). The statute does not, however, require reasonable accommodation for health care facilities. The record establishes that a significant portion of the building size is devoted to the proposed adult health care facility. It occupies nearly half the square footage of the building and the bottom floor of the two-story building. If the health care facility were necessary to house the physically challenged living in the building, reasonable accommodation might be construed to include the health care complex. See Bronk v. Ineichen, 54 F.3d 425 (7th Cir.1995) (<HOLDING>). Gamble has not alleged, however, that this Options: A. holding that rental value was properly included as part of damages on action for breach of building contract where contractor failed to complete building within contracted time B. holdingextra expense coverage for the construction of a new building when the insured previously rented the building contravened the parties intent C. holding that if a deaf tenant needed a hearing dog to live in a building section 3604f3b could require the building owner to relax the rule prohibiting animals D. holding that a new york state law requiring the owner of an apartment building to allow the installation of cable equipment on the building which amounted to a few wires and a small box on the roof constituted a taking E. holding that the measure of damages for breaching a building construction contract is ordinarily such sum as is required to make the building conform to the contract

assistant: The best answer is C. holding that if a deaf tenant needed a hearing dog to live in a building section 3604f3b could require the building owner to relax the rule prohibiting animals
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive Officer by the Bank will be and remain the sole property of the Bank. The Executive Officer shall return to the Bank all such materials and properties as and when requested by the Bank or immediately after Executive Officer’s termination. The Executive Officer shall not retain any such material or property or any copies thereof after such termination.

assistant: Records