flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Senior Agent represents and warrants to the Subordinated Agent and the other Subordinated Claimholders that (a) it has the requisite power and authority to enter into, execute, deliver, and carry out the terms of this Agreement and (b) this Agreement, when executed and delivered, will constitute the valid and legally binding obligation of the Senior Agent enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles. The Subordinated Agent represents and warrants that (i) it has the requisite power and authority to enter into, execute, deliver, and carry out the terms of this Agreement, and (ii) this Agreement, when executed and delivered, will constitute the valid and legally binding obligation of the Subordinated Agent enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except where the failure to do so in each case could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 .

assistant: Existence
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 agrees to pay, without duplication of any amounts paid under Section 14.5 of the Loan Agreement, on written demand all reasonable costs and expenses incurred by Administrative Agent or any other Lender Party in connection with the negotiation, preparation, execution, and performance of this Guaranty Agreement and any and all amendments, modifications, renewals, restatements, and/or supplements hereto from time to time, including, without limitation, reasonable and documented attorneys fees. If Guarantor should breach or fail to perform any provision of this Guaranty Agreement, Guarantor agrees to pay to Administrative Agent and Lender Parties all reasonable costs and expenses incurred by Administrative Agent and Lender Parties in the enforcement of this Guaranty Agreement from time to time, including, without limitation, reasonable attorneys fees.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any amendments hereto may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Parties hereto. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by email delivery of a portable document format (.pdf or similar format) data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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 case excerpt and choose the best holding from the options. Case excerpt: Doughty determined that Ms. Teunis was not intoxicated or otherwise impaired, the stop should have ended. Defendant’s argument is without merit. This Court has “repeatedly held that the odor of marijuana alone can provide probable cause to believe that marijuana is present in a particular place.” United States v. Humphries, 372 F.3d 653, 658 (4th Cir. 2004). Therefore, “when marijuana is believed to be present in an automobile based on the odor emanating therefrom, we have found probable cause to search the automobile.” Id.; see also, e.g., United States v. Lewis, 606 F.3d 193, 198 (4th Cir. 2010) (finding probable cause justifying a vehicle search when an officer “smelled the odor of marijuana emanating from the vehicle”); United States v. Carter, 300 F.3d 415, 422 (4th Cir. 2002) (<HOLDING>). Corporal Doughty smelled the odor of burned Options: A. holding that an officer clearly had probable cause to search the passenger compartment of the vehicle without a warrant based on the burning marijuana he smelled as he approached the car B. holding that defendants suspect activity in the trunk and passenger compartment of his car immediately after he engaged in an apparent drug sale established probable cause to search the vehicle for drugs and drug money C. holding that officer who smelled burning marijuana while approaching defendants vehicle stopped for tail light violation had probable cause to search for contraband D. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle E. holding that the arresting officer lacked probable cause to arrest defendant a rear seat passenger of a car for possession of marijuana based on the discovery of two marijuana seeds in the front of the vehicle

assistant: The best answer is A. holding that an officer clearly had probable cause to search the passenger compartment of the vehicle without a warrant based on the burning marijuana he smelled as he approached the car
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 acknowledge that you do not desire and will not receive compensation for your activities as a course contributor or for our use of any course contributor materials ( as defined below ) you submit .

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: to exercise prudence in selecting investments at the outset. The Bogert treatise states that “[t]he trustee cannot assume that if investments are legal and proper for retention at the beginning of the trust, or when purchased, they will remain so indefinitely.” A. Hess, G. Bogert, & G. Bogert, Law of Trusts and Trustees § 684, pp. 145-146 (3d ed. 2009) (Bogert 3d). Rather, the trustee must “systematic[ally] conside[r] all the investments of the trust at regular intervals” to ensure that they are appropriate. Bogert 3d § 684, at 147-148; see also In re Stark’s Estate, 15 N.Y.S. 729, 731 (Surr.Ct.1891) (stating that a trustee must “exercis[e] a reasonable degree of diligence in looking after the security after the investment had been made”); Johns v. Herbert, 2 App.D.C. 485, 499 (1894) (<HOLDING>). The Restatement (Third) of Trusts states the Options: A. recognizing implied obligation to use reasonable diligence B. holding trustee liable for failure to discharge his duty to watch the investment with reasonable care and diligence C. recognizing that the members of the board of trustees are fiduciaries and therefore have a duty to protect the fund and the interests of all beneficiaries thereof which duty must be exercised with due care diligence and skill in administering the trust D. holding that inquiry notice triggers an investors duty to exercise reasonable diligence and that the statute of limitations period begins to run once the investor in the exercise of reasonable diligence should have discovered the facts underlying the alleged fraud E. holding that the law imposes on every person who enters upon an active course of conduct the positive duty to exercise ordinary care to protect others from harm and calls a violation of that duty negligence that a complete binding contract between the parties is not a prerequisite to a duty to use due care in ones actions and that architects may be held liable for a breach of the duty of care and breach of contract that results in foreseeable injury economic or otherwise

assistant: The best answer is B. holding trustee liable for failure to discharge his duty to watch the investment with reasonable care and diligence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: from California. A Michigan federal magistrate judge ordered his return to California. The following day, a criminal complaint based on the September 1995 heroin sales was filed against Jackson. Jackson was never served, did not appear, and the government subsequently dismissed the complaint without prejudice on November 20,1996. On January 6, 1998, Jackson was indicted for distribution of herom in the September 1995 transactions. Jackson eventually was returned to Michigan in November 1998, appeared before a magistrate judge on November 24, 1998, and was arraigned on December 1,1998. Trial was originally scheduled for March 25, 1999. On March 22, 1999, Jackson’s counsel, Stephen Rabaut, moved to dismiss the mdictment based on United States v. Ovalle, 136 F.3d 1092 (6th Cir.1998) (<HOLDING>). The district court dismissed the indictment Options: A. holding that eastern michigans federal grand jury system violated equal protection B. holding transfer rule did not violate federal equal protection C. holding that the state law violated equal protection principles D. holding complaint that sentence violated equal protection was waived because of failure to object at trial E. holding that doctrine does not violate equal protection

assistant: The best answer is A. holding that eastern michigans federal grand jury system violated equal protection
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: Licensor shall indemnify and hold Licensee harmless from any and all liability, judgments, and damages, (each a “Claim”, and collectively, “Claims”), to the extent awarded by a court of competent jurisdiction or pursuant to a settlement as provided hereunder, arising directly or indirectly from: (i) Claims by consumer end-users (excluding Licensee corporate customers and/or such customer’s end-user personnel) of Licensee Products resulting from Claims against those consumer end-users by Licensor alleging that any unlicensed Product(s) that are bundled, incorporated, compounded or included in Licensee Products on an OEM basis by Licensee infringe, directly or indirectly, any Licensed Patent Rights, except that Licensor may elect to extend the non-assertion set forth in Article X, section 2 to such consumer end-user in lieu of providing the foregoing indemnity; (ii) Claims resulting from the Non-assertion Cessation. If any Claim is brought by a third party for which indemnification is or may be provided hereunder, the indemnified Party shall provide prompt written notice thereof to the other Party. Where obligated to indemnify such Claim, the indemnifying Party shall, upon the demand and at the option of the indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first, or, alternatively upon the demand and at the option of the indemnified Party, pay to such Party all reasonable costs and expenses, including reasonable attorneys’ fees, incurred by such Party in defending itself. The Parties shall cooperate reasonably with each other in the defense of any Claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party’s defense of the Claim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The loss under all insurance policies insuring against property damage to the Buildings shall be payable to Mortgagee or, if there is none, to Landlord, subject to Section 7.2 . All property insurance policies required by this Lease shall provide that all adjustments for claims with the insurers in excess of Fifty Thousand Dollars ($50,000.00) (exclusive of any deductible) shall be made with Landlord, Tenant and any Mortgagee. Subject to the terms of any Mortgage, any adjustments for claims with the insurers involving sums of Fifty Thousand Dollars ($50,000.00) (exclusive of any deductible) or less shall be made with Landlord and Tenant.

assistant: Adjustments
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 Loan Party and each Subsidiary thereof maintains with financially sound and reputable insurers (or is self-insured) insurance with coverage and limits as required by Law and as is customary with Persons engaged in the same businesses as the Loan Parties and their Subsidiaries. Schedule 5.18 hereto sets forth all insurance carried by the Loan Parties and their Subsidiaries on the Closing Date, setting forth in detail the amount and type of such insurance as of the Closing Date.

assistant: Insurances
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: was first discussed in Varney v. Secretary of Health and Human Services (Varney II), 859 F.2d 1396, 1398-99, 1401 (9 h Cir.2003) (discussing the Circuit’s conflicting case law and holding that the doctrine is not mandatory because the court has “some flexibility in applying the crediting as true theory” (internal quotation marks omitted)). It is not necessary for us to resolve the conflict at this time, however, because, unlike Varney II or Lester, here there are outstanding issues that must be resolved before a proper disability determination can be made. See Varney II at 859 F.2d 1401 (declining to address whether the credit-as-true rule should be adopted in cases where a remand for further proceedings is required before a disability determination can be made); Lester, 81 F.3d at 834 (<HOLDING>). This Court has recognized that there are Options: A. holding that because the court credited defense testimony over prosecution testimony and there was a reasonable basis in the record for the trial court finding that an agreement existed between the defense and the prosecution the decision could not be disturbed on appeal B. holding that assumption of the defendants guilt is within the courts discretion but is not mandatory C. holding that the statute is mandatory D. holding that when an alj improperly rejects a claimants testimony regarding his limitations and the claimant would be disabled if his testimony were credited the testimony must be credited as a matter of law E. holding that the creditastrue rule is mandatory but only where the claimant would be disabled if his testimony were credited

assistant: The best answer is E. holding that the creditastrue rule is mandatory but only where the claimant would be disabled if his testimony were credited
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 of employment under this Agreement, the Executive will be entitled to paid vacation on a basis which is no less favorable than is provided to other similarly-situated officers of the Corporation, which in the Executive’s case will initially consist of four (4) weeks of paid vacation. The Executive will also receive other paid time-off in accordance with the Corporation’s policies as they may exist from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is anticipated that an Employee may be transferred between Participating Employers, and in the event of any such transfer, the Employee involved will transfer any accumulated service and eligibility. No such transfer will effect a termination of employment hereunder, and the Participating Employer to which the Employee is transferred will thereupon become obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred. As provided in Section 4.1 and (b) below, a Participant in an hourly portion of the Plan who transfers to a salaried position on or after January 1, 2007 shall not accrue any benefit after such transfer date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: J.A. Jones Constr. Co., 357 So.2d 401, 402 (Fla.1978), to define statutes of repose and distinguish them from statutes of limitations). Consistent with their function, statutes of repose are understood to set “an outer limit beyond which [claims] may not be instituted.” Hess, 175 So.3d at 695. As such, they are generally regarded as establishing an absolute bar to the filing of any claim after the expiration of the repose period and as being immune to the efforts of claimants to avoid-it. See, e.g., May v. Ill. Nat'l Ins. Co., 771 So.2d 1143, 1156 (Fla.2000) (describing nonclaim statute in the probate code as' a statute of repose and as creating “a self-executing, absolute immunity to claims”); Sabal Chase Homeowners Ass’n v. Walt Disney World Co., 726 So.2d 796, 798 (Fla. 3d DCA 1999) (<HOLDING>). On its face, section 726.110 is a repose Options: A. recognizing risks in construing statutes of limitations in favor of repose B. holding that the legislature never intended for the dismissal and renewal statutes to overcome the statute of repose C. holding that statute was one of repose because it embodies the most distinctive characteristic of a statute of repose the barring of the right to bring an action rather than the remedy prescribed D. holding that statute of repose was not subject to toiling provision applicable to statute of limitations because among other reasons it would ignore fundamental distinctions between ordinary statutes of limitations and statutes of repose E. holding that provision has the characteristics of a statute of repose

assistant: The best answer is D. holding that statute of repose was not subject to toiling provision applicable to statute of limitations because among other reasons it would ignore fundamental distinctions between ordinary statutes of limitations and statutes of repose
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1216, 1218 (10th Cir. 2004); Kennedy v. Lubar, 273 F.3d 1293, 1297 (10th Cir.2001). In this case, the court did not remand based on § 1447(c), but rather on the basis that it was declining to exercise its supplemental jurisdiction over plaintiffs pendent state law claims pursuant to 28 U.S.C. § 1367(c)(3). Review of a district court’s discretionary decision to remand under § 1367(c)(3) is not treated as a § 1447(c) remand, and therefore it is not subject to § 1447(d)’s statutory bar to review. Pacificare of Okla., Inc. v. Burrage, 59 F.3d 151, 152-53 (10th Cir.1995). As a logical corollary, then, § 1447(d) likewise does not deprive this court of jurisdiction to reconsider its prior orders in this case. See Hudson United Bank v. LiTenda Mortgage Corp., 142 F.3d 151, 158 (3d Cir.1998) (<HOLDING>). Accordingly, this court has jurisdiction to Options: A. holding a district courts power to remand pendent state claims to state court is inherent in statutory authorization to decline supplemental jurisdiction under 1367c B. holding that the trial court erred by granting the defendants motion to dismiss C. holding the district court retained jurisdiction to reconsider its order granting the defendants motion to dismiss notwithstanding the fact that the district court had remanded the remaining pendent state claims to state court pursuant to 28 usc 1367c D. holding that the district court did not have jurisdiction and remanding the matter to state court E. holding that district court appropriately retained pendent jurisdiction over state claims where it had invested time and resources in the case

assistant: The best answer is C. holding the district court retained jurisdiction to reconsider its order granting the defendants motion to dismiss notwithstanding the fact that the district court had remanded the remaining pendent state claims to state court pursuant to 28 usc 1367c
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: all room prices are per room for your entire stay and all prices are displayed including vat/sales tax and all other taxes ( subject to change of such taxes ) , unless stated differently on our platform or the confirmation email/ticket .

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 become effective as provided in Section 3.01 and thereafter shall be binding upon and inure to the benefit of the Borrower and the Agent and each Bank and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or obligations hereunder or under any other Loan Document or any interest herein or therein without the prior written consent of all of the Banks (and any attempted assignment without such consent shall be null and void).

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 legal provision and list the applicable contract clause categories. Provision: The Transferor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or otherwise) or operations of it or its respective properties or could reasonably be expected to have consequences that would materially and adversely affect its performance hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: adjoining areas when there are “articulable facts which, taken together with the rational inferences from those facts, would warrant a reasonably prudent officer in believing that the area to be swept harbor[ed] an individual posing a danger to those on the arrest scene.” Id. This “protective sweep” is not a license to search every nook and cranny of a house, but is subject to two significant limitations: it “extend[s] only to a cursory inspection of those spaces where a person may be found” and lasts “no longer than it takes to complete the arrest and depart the premises.” Id. at 335-36, 110 S.Ct. 1093. B In this case, we need not decide whether Detective Longoria or the other investigating officers had “articulable facts which ... w 290-91, 429 F.3d 282, 288 (D.C.Cir.2005) (<HOLDING>); In re Sealed Case, 153 F.3d 759, 763, 770 Options: A. holding that under buie the second room in a tworoom apartment immediately adjoined the first room in which the suspect was arrested B. holding that child cannot consent to search of parents bedroom C. holding that buie permitted a search of an open storage unit when the suspect was arrested immediately outside D. holding that a defendants sister could consent to a search of only the common areas of their shared house and her own bedroom and explicitly stating that the sister could not consent to search the defendants bedroom because the defendant had a reasonable expectation of privacy in her own bedroom E. holding that buie permitted the search of a bedroom fifteen feet down a hallway in which the suspect was arrested

assistant: The best answer is E. holding that buie permitted the search of a bedroom fifteen feet down a hallway in which the suspect was arrested
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Any signature page to this Agreement containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

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: The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement). Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or specifically identified in the SEC Reports.

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 legal provision and list the applicable contract clause categories. Provision: Each Party represents and warrants that it (and its Affiliates to the extent applicable): (a) will perform all of its obligations under this Lease in a professional and workmanlike manner, consistent with industry standards and in accordance with all of the terms of this Lease; and (b) has the right and ability to enter into, perform the obligations under and agree to the covenants contained in this Lease. Tenant further represents that: (c) each obligation of any Tenant entity under this Lease is binding on all Tenant entities which are Parties to this Lease as if each such Tenant entity had agreed to the obligation. Tesla further represents that: (d) each obligation of any Tesla entity under this Lease is binding on all Tesla entities which are Parties to this Lease as if each such Tesla entity had agreed to the obligation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: guilty on both counts, and the district court sentenced him to 144 months’ imprisonment on Count I, a concurrent term of 120 months’ imprisonment on Count II, concurrent five-year terms of supervised release, and a $100 special assessment on each count. Robertson appeals. II. DISCUSSION Robertson first argues that abusive sexual contact (Count II) is a lesser-included offense of aggravated sexual abuse (Count I) and that his being convicted on both Counts I and II therefore violates the Fifth Amendment’s prohibition against double jeopardy. Robertson failed to raise this issue at trial. There is a conflict in our circuit over whether a defendant may raise a double jeopardy claim for the first time on appeal. See United States v. Plenty Chief, 561 F.3d 846, 851 n. 3 (8th Cir.2009) (<HOLDING>); United States v. Two Elk, 536 F.3d 890, 897 Options: A. recognizing exception B. holding that the federal rules of civil procedure apply in diversity eases where they are on point unless they both directly conflict with state law and are invalid under the constitution or the rules enabling act C. holding that the federal expert witness compensation rules are in direct conflict with the state rules even when the state rules allow for a greater recovery D. recognizing that oath taken to honor state constitution makes it the justices duty to apply the state constitution when it does not conflict with the federal constitution E. recognizing the conflict

assistant: The best answer is E. recognizing the conflict
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: For purposes of this Agreement, the term “Evaluation Material” shall mean any and all information provided to Investor by or on behalf of the Company in connection with the Transaction whether in writing, orally, visually, electronically or in machine readable form, through demonstration or in any other manner, and shall include, without limitation, any information regarding or relating to the Company’s operations, business opportunities, costs, finances, personnel, marketing and promotion plans, financial statements, financial information and business practices or policies, and any other business information of the Company or the terms or existence of this Agreement, the Company’s consideration of a possible Transaction or any discussions between the parties with respect thereto, transmitted by or on behalf of the Company to Investor in connection with the Transaction, whether prior to or after the execution and delivery of this Agreement and whether or not such information is marked “confidential”. Each of the Company and Investor acknowledge and agree that it will not, and it will cause its respective employees, representatives, affiliates and agents not to, publicly disclose, confirm or acknowledge the existence, or terms and conditions, of this Agreement, or the fact that the Company may be considering a possible Transaction with Investor, other than in a press release approved by each party hereto or as otherwise specifically agreed in writing by the parties hereto, except to the extent the Company believes in good faith, after consultation with counsel, it is required by any law, rule or listing requirement to make such disclosure, provided that the Company shall not identify the Investor or any of its affiliates by name without the Investor’s consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower (a) will deliver to Administrative Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of Borrower, (c) agrees to maintain a system of accounting that enables Borrower to produce financial statements in accordance with GAAP, and (d) agrees that it will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, and (ii) maintain its billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Administrative Agent.

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 legal provision and list the applicable contract clause categories. Provision: In addition to the price for API(s), Buyer shall pay Noramco any and all governmental taxes, charges or duties of every kind (excluding any tax based upon Noramco’s net income) that Noramco may be required to collect or pay upon sale, transfer or shipment of API(s) under this Agreement.

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: Included in the Seller Disclosure Schedules is a complete and accurate list of all of Seller's Intellectual Property that was developed by Seller to be used with the Acquired Assets, including the trade secrets, service marks, other proprietary information, domain names, source and object codes, copyrights, patents, patent applications, registrations, and applications with respect thereto. Except as set forth in the Seller Disclosure Schedules, Seller owns the entire right, title, and interest in and to such Intellectual Property, and such Intellectual Property is not subject to the payment of royalties or any other obligation to any other Person. Except as set forth in the Seller Disclosure Schedules, none of the employees of Seller owns, directly or indirectly, any right, title, or interest in or to the Intellectual Property. To the best knowledge of Seller, none of the Intellectual Property is subject to any order, decree, judgment, stipulation, settlement, Lien, or attachment. There are no pending or threatened proceedings, litigation, or other adverse claims of which Seller is aware affecting or respecting the Intellectual Property. The Intellectual Property does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other Person and comprises all such rights necessary to permit the operation of the business of Seller as now being conducted.

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: If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 397 U.S. 663 90 S.Ct. 1408 25 L.Ed.2d 644 Shirley LAMPTON et al.v.Garland L. BONIN et al. No. 1112, Misc. Supreme Court of the United States April 27, 1970 Rehearing Denied June 1, 1970. See 398 U.S. 945, 90 S.Ct. 1849. Jeffrey B. Schwartz and Richard S. Buckley, for appellants. Jack P. F. Gremillion, Atty. Gen. of Louisiana, and William P. Schuler and Dorothy D. Wolbrette, Asst. Attys. Gen., for appellees. PER CURIAM. 1 The motion for leave to proceed in forma pauperis is granted and the judgment of the United States District Court is vacated. The case is remanded to that court for further consideration in light of Rosado v. Wyman, 397 U.S. 397, 90 S.Ct. 1207, 25 L.Ed.2d 442. 2 THE CHIEF JUSTICE and Mr. Justice BLACK dissent for the reasons set forth in Mr. Justice Black's dissenting opinion in Rosado v. Wyman, 397 U.S. 430, 90 S.Ct. 1227, 35 L.Ed.2d 465.

assistant: 2
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: There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which is outside of the ordinary course of business or individually or in the aggregate material to the Company or any of its Subsidiaries. No director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, other than the litigation between the SEC against former officers of the Company as disclosed by the Company in the SEC Documents, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act, including, without limitation, the Registration Statement. After reasonable inquiry of its employees, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Except as disclosed by the Company in the SEC Documents, neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity of a material nature.

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: JJ., concur. 1 . On appeal, Amquip argues the trial court also erred in denying: its motion for summary judgment, the admission into evidence of depositions, and its motion for a continuance. 2 . Amquip contends on appeal that the trial court erred in denying its request to admit deposition transcripts into evidence and in denying its motion for continuance when it was unable to get the deposition transcripts into evidence. As mentioned previously, those issues are moot because this case is reversed on the denial of the right to a trial by jury. 3 . Although Vercon contends Amquip waived its right to a jury trial by participating in a nonjury trial, this argument relates to whether Amquip preserved the issue for appeal. See Crespo v. Crespo, 28 So.3d 125, 128 (Fla. 4th DCA 2010) Options: A. holding that for error to be preserved on appeal with regard to admission of evidence in violation of a ruling on a motion in limine that the evidence is inadmissible an objection should be made at the time the evidence is offered B. holding defendant failed to preserve for appeal the question of admissibility of evidence that was the subject of the motion in limine where defendant failed to object to evidence when offered at trial C. holding that a claim was not preserved for review where the defense failed to object on the specific grounds advanced on appeal D. holding that the defendant waived the issue on appeal when he failed to contemporaneously object to the admission of such evidence at trial E. holding exwifes claim regarding admission of parol evidence was not preserved for appeal because she failed to object to the evidence or to having an evidentiary hearing

assistant: The best answer is E. holding exwifes claim regarding admission of parol evidence was not preserved for appeal because she failed to object to the evidence or to having an evidentiary 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 case excerpt and choose the best holding from the options. Case excerpt: possesses no inherent power to impose sanctions, and that any such power must be expressly delegated by statute. For example, in Great Am. Banks, Inc. v. Division of Admin. Hearings, Dep’t of Admin., 412 So.2d 373 (Fla.1st DCA 1981), this court held that a hearing officer had no statutory authori ty to impose sanctions upon a party for the failure to make discovery, and that Section 120.58(3), Florida Statutes, as it then existed, provided the exclusive method of enforcing a discovery order, i.e., by filing a petition for enforcement in the circuit court. We further stated that to the extent that the agency’s rules providing for sanctions conflicted with section 120.58(3), they were invalid. Accord Hillsborough County Hosp. Auth. v. Tampa Heart Inst., 472 So.2d 748 (Fla. 2d DCA 1985) (<HOLDING>). In 1984 the legislature amended section Options: A. holding that a court may sua sponte dismiss pursuant to rule 41b for failure to comply with a court order B. holding that an administrative agency is not subject to a contempt proceeding for failure to comply with an order C. holding that any person who receives written notice of an agency decision that does or may determine substantial interests and who fails to file a written request for a hearing within 21 days waives the right to request a hearing quoting florida administrative code rule 281061114 D. holding that florida administrative code rule 285211 which purported to allow an agency or hearing officer to dismiss a proceeding or enter a default as a sanction for failure to comply with a procedural order was invalid E. holding dismissal for failure to comply with rule 8 was dismissal of entire action which was appealable final order

assistant: The best answer is D. holding that florida administrative code rule 285211 which purported to allow an agency or hearing officer to dismiss a proceeding or enter a default as a sanction for failure to comply with a procedural order was invalid
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 good cause.” Id. at 1305. The court relied primarily on the Advisory Committee’s explanation of Rule 4(m): “[t]he new subdivision explicitly provides that the court shall allow additional time, if there is good cause for the plaintiffs failure to effect service in the prescribed 120 days, and authorizes the court to relieve a plaintiff of the consequences of an application of this subdivision even if there is no good cause shown.” Fed.R.Civ.P. 4(m) advisory committee’s note (1993) (emphasis added). Several circuits have followed the rationale of Petrucelli concluding that Rule 4(m) grants courts the discretionary authority to extend the time for service of process, even in the absence of good cause. See e.g., Pananas v. Liquid Carbonic Indus. Corp., 94 F.3d 338, 340 (7th Cir.1996) (<HOLDING>); Thompson v. Brown, 91 F.3d 20, 21 (5th Options: A. holding that the plain language of the rule broadens a courts discretion to extend time for service even if good cause has not been shown B. holding that if good cause does not exist the court has the discretion to either dismiss the action without prejudice or direct that service be effected within a specified time C. holding trial court abused its discretion by not extending the time for service where the statute of limitations had run and where service had been achieved at the time of the hearing on the motion to dismiss D. holding lack of prejudice to the defendant is not good cause E. holding that personal jurisdiction is not conferred if service under rule 4 is not properly effected

assistant: The best answer is B. holding that if good cause does not exist the court has the discretion to either dismiss the action without prejudice or direct that service be effected within a specified time
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: Without Buyer’s written consent in each case, which shall not be unreasonably withheld, conditioned or delayed, Seller will not grant, create, assume or permit to be created any mortgage, lien, encumbrance, easement, right-of-way or restriction upon the Property or voluntarily take or permit any action adversely affecting the title to the Property as it exists on the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions of this Agreement, each of the parties hereto agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be reasonably requested by any other party in order to carry out the intent and purpose of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall promptly reimburse you for any out-of- pocket business expenses that you incur in connection with the performance of your duties hereunder, subject to the Company’s policy for senior executives in respect thereof. The Company shall also reimburse you for reasonable attorney’s fees incurred by you in connection with this letter agreement, up to $10,000.00.

assistant: Expenses