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 case excerpt and choose the best holding from the options. Case excerpt: 21, 1989 — the effective filing date of the '516 patent. The parties disputed the effective filing date of the '516 patent, and in a detailed and well-crafted special verdict form, the jury was asked to choose between the two possible dates: April 21, 1989, and November 13, 1991. The jury chose 1989 and neither party appealed that determination. Presumably because of uncertainty over the priority date, much of Ariad’s evidence was actually directed to the later date. Because written description is determined as of the filing date— April 21, 1989, in this case — evidence of what one of ordinary skill in the art knew in 1990 or 1991 cannot provide substantial evidence to the jury that the asserted claims were supported by adequate written description. See Vas-Cath, 935 F.2d at 1563-64 (<HOLDING>). In accordance with Rochester, the '516 patent Options: A. holding that the relevant time of inquiry is the date of the filing of the complaint B. holding that section 10b violation occurs on date of alleged misrepresentation not the date of the sale or purchase of securities C. holding that a written description analysis occurs as of the filing date sought D. holding that the creditors claim on the petition date for purposes of a 547b5 analysis was the unpaid balance of the store loans as of the filing date plus the total amount of the alleged preferential payments E. holding that where accessible literature sources clearly provided a description of the teachings at issue the written description requirement does not require their incorporation by reference

assistant: The best answer is C. holding that a written description analysis occurs as of the filing date sought
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: if you elect to purchase a monthly subscription , we ( or our third party payment processor ) will automatically charge you each month , on the calendar day corresponding to the commencement of your subscription , using the payment information you have provided .

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 have denied Grajales an entrapment instruction, at least in part, because an entrapment defense conflicted with his claims that he knew he was participating in a gov ernment sting operation. This Court has held that the defendant is entitled to have the jury instructed on his theory of defense even if the evidence supporting the theory is "weak, insufficient, inconsistent, or of doubtful credibility.” United States v. Opdahl, 930 F.2d 1530, 1535 (11th Cir.1991) (citation omitted). Thus, to the extent that the district court refused to instruct the jury on entrapment merely because such a theory of defense was inconsistent with his claims that he lacked the specific intent to commit the charged crimes, the district court’s refusal was erroneous. Mathews, 485 U.S. at 65, 108 S.Ct. 883 (<HOLDING>). 5 . The district court relied on Anderson Options: A. holding that extrinsic offense evidence was admissible to prove intent where the prosecutor stated that she anticipated the defendant would deny his intent to be involved in the charged offense and defense counsel did not even mention that he would refrain from contesting the intent issue B. holding a defendant may testify that he lacked intent while also arguing that if the jury concludes otherwise then it should consider whether his intent was the product of government inducement C. holding that the rule 404b evidence admitted to prove intent was clearly relevant because intent was at issue in the trial D. holding that the relevant intent is not the intent to return ultimately but the intent to return to the united states within a relatively short period E. holding that the defendant forfeited his confrontation rights where he kept the police from finding his wife so she could not testify but not addressing the intent requirement

assistant: The best answer is B. holding a defendant may testify that he lacked intent while also arguing that if the jury concludes otherwise then it should consider whether his intent was the product of government inducement
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 a judgment. Moore et al, supra, ¶ 0.443[4]. See People ex rel. Gallagher v. District Court, 666 P.2d 550 (Colo.1988). The issue must be identical to the issue that was actually and necessarily decided at a prior proceeding. People ex rel. Gallagher, 666 P.2d at 554. Ruth Michaelson’s claim to the corporate assets in the property division arose from the marriage, not from her status as a corporate shareholder. Although Judge Rothenberg described Ruth Michaelson as a “creditor” and referred to Ervin Michaelson’s fiduciary responsibilities to her, those statements are probably better understood as imperfect analogies. In fact, Ruth Michaelson had a claim to the marital assets which was superi- or to that of a creditor. Tinglof v. Askerlund, 96 Colo. 27, 31, 39 P.2d 1039, 1040 (1934) (<HOLDING>); Stokes v. Dollard, 94 Colo. 206, 209, 29 P.2d Options: A. holding jurisdiction over creditor disputes only involves property of estate or resolution affects some other creditor B. holding that specific statutory provisions take priority over general statutory provisions C. holding that a wifes interest in property has priority over a general creditor D. holding that a lender who held a deed of trust had priority over a debtors subsequent judgment creditor E. holding that property seized by a creditor prior to debtors bankruptcy was property of the estate even though creditor the irs held a secured interest a tax lien in the property

assistant: The best answer is C. holding that a wifes interest in property has priority over a general creditor
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: S.W.2d 385, 386-88 (Tex.App.-Waco 1991, no pet.). In Burch, we noted that: a court has jurisdiction to revoke probation after the probationary period expires if (1) a motion to revoke is filed before the term of probation expires and (2) a capias or warrant is issued prior to the expiration of the probationary period. Once these jurisdictional requirements have been established, they must be followed by proof from the state by a preponderance of the evidence that: (1) the defendant violated a term or condition of his probation; and, if due diligence is raised at the revocation hearing then, (2) due diligence was exercised to apprehend the defendant and (3) due diligence was exercised to hear the motion to revoke. See Shaw v. State, 622 S.W.2d 862, 863 (Tex.Crim.App. [Panel Op.] 1981) (<HOLDING>). Id. at 387. The State filed the application Options: A. holding that standard for revocation of probation is preponderance of the evidence B. holding that the standard of proof in revocation proceedings is a preponderance of the evidence C. holding that the standard of proof for dischargeability actions is the preponderance of the evidence standard D. holding that the standard of proof for the dischargeability exceptions in 11 usc 523a is the preponderance of the evidence standard E. holding that the proper standard of proof is preponderance of the evidence

assistant: The best answer is B. holding that the standard of proof in revocation proceedings is a preponderance of the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

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: 941, 944 (1937); Meunier v. Bernich, 170 So. 567, 572 (La.Ct.App.1936); Fitchette v. Taylor, 191 Minn. 582, 254 N.W. 910, 911 (1934); Akron Bar Ass’n v. Bojonell, 88 Ohio St.3d 154, 724 N.E.2d 401, 402 (2000); Cincinnati Bar Ass’n v. Cromwell, 82 Ohio St.3d 255, 695 N.E.2d 243, 244 (1998); Mazzacaro, 351 A.2d at 234; Brown v. Unauthorized Practice of Law Comm., 742 S.W.2d 34, 42 (Tex.Ct.App.1987); accord 16 John A. Appleman and Jean Appleman, Insurance Law and Practice § 8649, at 137 (1981) (“generally the courts have held that if a lay adjuster attempts to handle claims on behalf of plaintiffs, or to effect settlements for them, even though litigation is not required, such amounts to the practice of law”); cf. Unauthorized Practice of Law Comm. v. Jansen, 816 S.W.2d 813, 814-16 (1991) (<HOLDING>). The reasoning of these courts is helpful in Options: A. holding that public insurance adjusters were not engaged in the practice of law when they merely documented and presented firstparty claims for property damage to insurance compa nies even though they discussed the competing valuations with the inhouse insurance adjuster the court distinguished these activities from the evaluation and presentation of personal injury claims and from the negotiation of settlements B. holding that the proceeds of a liability insurance policy were not property of the estate C. holding that legal injury occurred for purposes of negligence action against insurance agent when insurance company rejected the claim D. holding claims for negligent procurement of insurance accrued on date the insured purchased the insurance policies E. holding that even if an insurance broker is the agent of the insurance company for purposes of soliciting and procuring the policy that would not necessarily make the broker the agent of the insurance company for the purpose of receiving notice of suits and claims

assistant: The best answer is A. holding that public insurance adjusters were not engaged in the practice of law when they merely documented and presented firstparty claims for property damage to insurance compa nies even though they discussed the competing valuations with the inhouse insurance adjuster the court distinguished these activities from the evaluation and presentation of personal injury claims and from the negotiation of settlements
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: terms into the warrant, at least where, as here, the affidavit was provided to the searchers. Cf Wuagneux, 683 F.2d at 1350 n. 6 (finding that “the searchers were adequately informed of the limitations on the search given their instruction by [the affiant agent], their opportunity to read the affidavit, and its presence at the search site” even though “it was neither incorporated into the warrant by express reference nor attached to an accompanying warrant”). Warrants have survived particularity challenges even where they have called for the seizure of many categories of items. Although the warrants at issue here encompass many types of records, they sufficiently describe what is within their terms. See Andresen v. Maryland, 427 U.S. 463, 479-81, 96 S.Ct. 2737, 49 L.Ed.2d 627 (1976) (<HOLDING>); Wuagneux, 683 F.2d at 1350 n. 5 (finding, in Options: A. holding that the inclusion of the phrase together with other fruits instrumentalities and evidence of crime at this time unknown did not render search warrants impermissibly general where it was clear from the context that the term crime in the warrants referred only to the crime of false pretenses with respect to the sale of one specific real estate lot B. holding the crime of conspiracy is committed or not before the substantive crime begins C. holding prosecutor has discretion to charge defendant under general crime even though more specific crime exists D. holding that counsel did not admit the defendant was guilty of a crime when counsel noted that if the evidence established the commission of any crime that crime was voluntary manslaughter not murder E. holding that the phrase together with other fruits instrumentalities and evidence of crime at this time unknown did not render a warrant general where context made clear that the reference was to false pretenses crime

assistant: The best answer is A. holding that the inclusion of the phrase together with other fruits instrumentalities and evidence of crime at this time unknown did not render search warrants impermissibly general where it was clear from the context that the term crime in the warrants referred only to the crime of false pretenses with respect to the sale of one specific real estate lot
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 will, and will cause each of its Restricted Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all material Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that (a) the validity of such governmental assessment or tax is the subject of a Permitted Protest or (b) the failure to pay such governmental assessment or Tax could not reasonably be expected to result in a Material Adverse Effect.

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: As of September 15, 2015, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 4,637,684 shares are issued and outstanding, 687,377 shares are reserved for issuance pursuant to stock options granted under the Company’s equity compensation plans, 40,023 shares are reserved for issuance pursuant to the Company’s employee stock purchase plan, 703,281 shares are reserved for issuance pursuant to warrants to purchase Common Stock, 461,540 shares are reserved for issuance pursuant to secured convertible notes and 69,091 shares are reserved for issuance pursuant to an earnout provision in connection with the acquisition of ElementsLocal , and (ii) 1,000,000 shares of preferred stock, par value $0.001 per share, of which 208,222 shares are issued and outstanding. Except as described above and in Schedule 4.4 hereto, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Shares. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

assistant: Capitalization
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: 8.3.1 you should carefully review the description of any experience , event or other host service you intend to book to ensure you ( and any additional guests you are booking for ) meet any minimum age , proficiency , fitness or other requirements which the host has specified in their listing .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After termination, the Company shall continue to maintain a directors and officers liability insurance policy covering Executive to the extent the Company provides such coverage for its executive officers and directors and shall continue to cover Executive under any indemnification agreement, by-laws or other existing indemnification rights while liability continues to exist after the Date of Termination.

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 case excerpt and choose the best holding from the options. Case excerpt: the property’s use proximately caused the personal injury or death. Bossley, 968 S.W.2d at 342-43. Proximate cause consists of cause-in-fact and foreseeability. Leitch v. Hornsby, 935 S.W.2d 114, 118 (Tex.1996). The test for cause-in-fact is whether the act or omission was a substantial factor in causing the injury, without which the harm would have not occurred. Doe v. Boys Clubs of Greater Dallas, Inc., 907 S.W.2d 472, 477 (Tex.1995). To establish cause in fact, or “but for” causation, a party must show that the defend was alleged, we need not reach the issue of causation. We sustain the City’s issue with respect to the negligence claim arising out of the failure to restrain Mark in the second patrol car. Conclusion We reverse the ord n v. Bossley, 968 S.W.2d 339, 343 (Tex.1998) (<HOLDING>); Archibeque v. N. Tex. State Hosp.—Wichita Options: A. holding in a medicalmalpractice case that defendant hospital and physicians failure to sufficiently monitor a suicidal patient who slipped out of restraints left the hospital and committed suicide the next day was not the proximate cause of the patients death as a matter of law B. holding that ttca does not waive immunity from suit for claim whose substance is that patients death was caused by hospital staffs failure to restrain patient after having learned that he was suicidal C. holding that claim based on failure to restrain inmate by handcuffing or shackling was allegation of nonuse of property for which ttca did not waive immunity D. holding that failure to lock door through which patient escaped and later drowned was nonuse of property for which ttca did not waive immunity E. holding that ttca did not waive immunity for claim based on failure properly to evaluate and to restrain patient who was assaulted by fellow patients after exiting unlocked door

assistant: The best answer is B. holding that ttca does not waive immunity from suit for claim whose substance is that patients death was caused by hospital staffs failure to restrain patient after having learned that he was suicidal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of the Borrower in the Credit Agreement concerning each Grantor, this Security Agreement, and the Collateral are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects as of such specified earlier date. When financing statements have been filed in the appropriate offices against each Grantor in the locations listed on Exhibit E , the Administrative Agent will have a validly perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by the filing of financing statements, subject only to Permitted Encumbrances.

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 legal provision and list the applicable contract clause categories. Provision: No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date; provided that to the extent that each of the Acquisition Facilities and the Permitted Senior Unsecured Notes (or High Yield Bridge Facility) have been drawn or issued, as applicable, in an aggregate principal amount of at least $2,275,000,000 on or prior to the First Amendment Effective Date, the conditions precedent set forth in this Section 5.2(b) shall not apply to any extension of credit under the Revolving Facility for the sole purpose of financing the Transactions and the Transaction Costs.

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: proper if the appellant fails to make a cogent challenge to the judge’s exercise of discretion.” (quoting Andrews, 117 Idaho at 198, 786 P.2d at 589)). (2) Attorney Fees and Costs under the loan documents Here, the district court correctly perceived the issue as one of discretion, and using its discretion, found that the loan documents allowed for the award of attorney fees. The court then cited Idaho Code section 45-1505(1), which requires any assignment of the trust deed to be recorded before the trustee may foreclose, and noting that Wells Fargo did not record the assignment until September 4, 2012, reduced Wells Fargo’s fees and costs by the amounts corresponding to the foreclosure proceedings. We agree with the district court that the l aho 25, 28, 704 P.2d 357, 360 (Ct.App.1985) (<HOLDING>). The subsequent bankruptcy and other Options: A. holding that debtors allegation that mortgage holder failed to provide him with the statutorily required notice of foreclosure was sufficient to state a claim for wrongful foreclosure B. holding that a nonstatutory postponement does not constitute an irregularity in the foreclosure proceeding itself that could justify setting aside a foreclosure sale C. holding that a failure to comply with the foreclosure statutes invalidates a foreclosure sale D. holding that after a judgment entry grants a decree of foreclosure and order of sale the foreclosure action cannot be dismissed as the judgment is final E. holding that in contrast to foreclosure of a mortgage secured by personal property foreclosure of real property under a deed of trust need hot be at a commercially reasonable sale and the failure to conduct a commercially reasonable foreclosure sale of real property is not actionable

assistant: The best answer is C. holding that a failure to comply with the foreclosure statutes invalidates a foreclosure sale
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: (b) Each of Borrower and each SPE Party (if any) is duly formed, organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification. Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby.

assistant: Organizations
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: v. Gray, 726 S.W.2d 125, 128 (Tex.Crim.App.1987). CONSTITUTIONAL RIGHT TO CHOOSE COUNSEL The Sixth Amendment guarantees a criminal defendant the right to be represented by the retained counsel he prefers. U.S. Const. amend. VI; Wheat v. U.S., 486 U.S. 153, 158-60, 108 S.Ct. 1692, 1697, 100 L.Ed.2d 140 (1988). An accused is, in fact, entitled to “counsel of his own selection, and as many as he may see proper to employ, to defend him.” Jackson v. State, 55 Tex.Crim. 79, 115 S.W. 262, 264 (1908). This right is not absolute, however, but can be overridden by important considerations relating to the integrity of the judicial process and the fair and orderly administration of justice. See Wheat, 486 U.S. at 158-60, 108 S.Ct. at 1697; Webb v. State, 533 S.W.2d 780, 784 (Tex.Crim.App.1976) (<HOLDING>). However, the court must indulge a presumption Options: A. holding that the case should be reopened where the cause has not proceeded so far that the ends of justice would be defeated or the orderly process of the court disturbed B. holding that the right to choose counsel cannot be manipulated so as to obstruct the orderly procedure in the courts or to interfere with the fair administration of justice C. holding court may raise procedural default sua sponte if doing so will further the interests of judicial efficiency conservation of scarce judicial resources and orderly and prompt administration of justice D. recognizing the courts inherent sua sponte powers in certain circumstances to allow it to manage its own affairs so as to achieve the orderly and expeditious disposition of cases in the furtherance of justice quotation marks omitted E. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel

assistant: The best answer is B. holding that the right to choose counsel cannot be manipulated so as to obstruct the orderly procedure in the courts or to interfere with the fair administration of justice
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: As of the date hereof, the authorized common stock of the Company on the date hereof is 2,010,000,000 _; (b) the number of shares of capital stock issued and outstanding as of January 10, 2018 is 1,002,677,821 ; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans 30,000,000 ; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company as of January 10, 2018 are 977,322,179 . All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Other than described herein and in the Company's periodic reports filed with the SEC, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind.

assistant: Capitalization
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: these terms of service ( `` terms '' ) govern your access to and use of our services , including our various websites , sms , apis , email notifications , applications , buttons , widgets , ads , commerce services , and our other covered services ( https://support.twitter.com/articles/20172501 ) that link to these terms ( collectively , the `` services '' ) , and any information , text , links , graphics , photos , videos , or other materials or arrangements of materials uploaded , downloaded or appearing on the services ( collectively referred to as `` content '' ) .

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: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7 .07(E).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Reclassification Agreement (including the exhibits and annexes attached thereto), the Reimbursement Agreement and this Irrevocable Proxy constitute the entire agreement among the parties, and supersede all prior agreements, understandings, arrangements or representations, by or among the parties, written and oral, with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 5 and the terms of the Plan, Participant’s Actual Performance Shares will be paid to Participant in either cash or whole shares of Common Stock, as elected by Participant in accordance with the rules and procedures established by the Committee. No fractional shares of Common Stock shall be issued. Payment shall be made to Participant upon the earlier of (a) Participant’s Termination of Employment or (b) in the calendar year following the last day of the Performance Period.

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 case excerpt and choose the best holding from the options. Case excerpt: has also drawn the line at “abstract” claims. In particular, the Court has consistently rejected standing based on the general interest of a litigant in having government act pursuant to the law. Allen, 468 U.S. at 754, 104 S.Ct. at 3326, 82 L.Ed.2d at 571 (denying standing to bring a claim for an “ ‘abstract injury in nonobservance of the Constitution’ ’’(quoting Schlesinger v. Reservists Comm. to Stop the War, 418 U.S, 208, 223 n. 13, 94 S.Ct. 2925, 2933 n. 13, 41 L.Ed.2d 706, 720 n. 13 (1974))). Such claims present only a generalized grievance because “ ‘all citizens [have an interest] in constitutional governance.’ ” Whitmore v. Arkansas, 495 U.S. 149, 160, 110 S.Ct. 1717, 1725, 109 L.Ed.2d 135, 148 (1990) (quoting Schlesinger, 418 U.S. at 217, 94 S.Ct. at 2930, 41 L.Ed.2d at 716) (<HOLDING>). Likewise, psychological and mental injuries Options: A. holding that execution of the mentally retarded is prohibited under the eighth amendment to the united states constitution B. holding that the eighth amendment to the united states constitution prohibits the execution of mentally retarded individuals C. holding creditors who obtained judgment subsequent to corporations execution of mortgage had no right to challenge mortgages execution D. holding citizen had no standing to bring an eighth amendment challenge to the execution of another person because the lawsuit only alleged a general interest in government acting in compliance with the constitution E. holding that under the eighth amendment to the united states constitution the government may not execute a mentally retarded person

assistant: The best answer is D. holding citizen had no standing to bring an eighth amendment challenge to the execution of another person because the lawsuit only alleged a general interest in government acting in compliance with the constitution
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 shall, during the Term and for two (2) years after termination of this Agreement, obtain and maintain at its own cost and expense from a qualified insurance company ( provided however that either Party may satisfy all or part of its obligation through its insurance captive or self-insurance) product liability insurance providing protection against any and all claims, demands, and causes of action arising out of any defects, alleged or otherwise, of the Product or their use, design or manufacture, or any material incorporated in the Product. The amount of coverage shall be a minimum of [*] combined single limit coverage for each occurrence for bodily injury or for property damage and shall be provided from an insurance company qualified to write global product liability coverage. Each Party agrees, upon request, to furnish the other Party with a certificate of insurance evidencing such insurance coverage (at the execution of this Agreement and at each subsequent renewal) and shall provide the other Party with a thirty (30) calendar day notice of cancellation or non-renewal of such coverage. Revance shall name Mylan as an additional insured on its insurance policies maintained pursuant to this Section 13.2.

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 legal provision and list the applicable contract clause categories. Provision: Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive each Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: with Eckloff. Like Sonmez’s “sole purpose” instruction, this instruction was properly refused because it is an incorrect statement of law. See McFadden, 753 F.3d at 443-44. As noted by some of our sister circuits, the text of Section 1325(c) does not provide any support for such a requirement. See United States v. Ortiz-Mendez, 634 F.3d 837, 840 (5th Cir.2011) (rejecting similar argument and noting that the defendant “asks us to read into the statute an element [of the statute] that is absent”); see also United States v. Darif, 446 F.3d 701, 709-10 (7th Cir.2006) (rejecting proposed “intent to establish a life” jury instruction as “not supported by the language of [Section 1325(c) ] defining the marriage fraud offense”); United States v. Islam, 418 F.3d 1125, 1128-30 (10th Cir.2005) (<HOLDING>). In the absence of such a statutory Options: A. holding that it was improper for the trial court to instruct the jury that it could not consider the states failure to videotape the defendant B. holding that the failure to properly instruct the jury on the burden of proof required a new trial C. holding that the failure to instruct on a definition or to amplify an element is not a failure to instruct on an essential element D. holding that the district court correctly declined to instruct the jury that the government was required to prove as an element of the offense that the defendant did not intend to establish a life with his wife E. holding that district court did not err in holding that it was unnecessary to instruct the jury that intent to produce anticompetitive effects is an element of the offense of which defendants were convicted

assistant: The best answer is D. holding that the district court correctly declined to instruct the jury that the government was required to prove as an element of the offense that the defendant did not intend to establish a life with his wife
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 are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending and served or, to Borrower’s knowledge, threatened, involving or concerning the Collateral. The Borrowers from time to time are threatened with litigation as an ordinary course of business. No current actions or threatened actions concern the Collateral.

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: notwithstanding the above , you agree that duolingo shall still be allowed to apply for and obtain injunctive remedies ( or an equivalent type of urgent legal relief ) in any jurisdiction .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: please visit https://policies.yahoo.com/us/en/yahoo/cc/index.htm for more information or to register any concerns or complaints regarding video content accessible on the yahoo network of properties .

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 rights and remedies of the Lender Group under this Agreement, and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Lender Group, or any of them, or the Required Lenders in exercising any right shall operate as a waiver of such right. The Lender Group expressly reserves the right to require strict compliance with the terms of this Agreement in connection with any funding of a request for a Loan. In the event the Lenders decide to fund a request for a Loan at a time when the Borrower is not in strict compliance with the terms of this Agreement, such decision by the Lenders shall not be deemed to constitute an undertaking by the Lenders to fund any further requests for Loans or preclude the Lenders from exercising any rights available to the Lenders under the Loan Documents or at law or equity. Any waiver or indulgence granted by the Lenders, the Required Revolving Lenders, Required DDTL Lenders or the Required Lenders shall not constitute a modification of this Agreement, except to the extent expressly provided in such waiver or indulgence, or constitute a course of dealing by the Lenders at variance with the terms of the Agreement such as to require further notice by the Lenders of the Lenders’ intent to require strict adherence to the terms of the Agreement in the future. Any such actions shall not in any way affect the ability of the Lenders, in their discretion, to exercise any rights available to them under this Agreement or under any other agreement, whether or not the Lenders are party, relating to the Borrower.

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 case excerpt and choose the best holding from the options. Case excerpt: or other entity ... in any man ner, including ... any denial ... [of] staff privileges ... because such health care institution, or person, association, or corporation ... declines to participate in a health care service which violates the health care institution's conscience.” (emphasis added)). 7 . The Second Circuit has held that this statutory provision does not imply a private right of action. See Cenzon-DeCarlo v. Mount Sinai Hosp., 626 F.3d 695, 698-99 (2d Cir.2010). However, if the hospitals are indeed entities covered under 42 U.S.C. § 300a-7(c), JWHO would likely have a remedy under 42 U.S.C. § 1983 for a violation of its statutory right to be free from discrimination in seeking admitting privileges. See Maine v. Thiboutot, 448 U.S. 1, 4, 100 S.Ct. 2502, 65 L.Ed.2d 555 (1980) (<HOLDING>); Banks v. Dallas Hous. Auth., 271 F.3d 605, Options: A. holding that plaintiffs social security numbers are not relevant to determining liability for unpaid wages in a suit under the flsa and state law B. holding no exhaustion requirement in 1983 suit alleging violations of the medicaid act C. holding that title ivd of the social security act did not support a right enforceable pursuant to 1983 in part because the statute mandated substantial compliance with federal regulations D. holding that 1983 authorizes suits to redress violations by state officials of rights created by federal statutes as well as the federal constitution E. holding that because 1983 by its plain text broadly encompasses violations of federal statutory as well as constitutional law plaintiffs could bring suit for violation of social security act

assistant: The best answer is E. holding that because 1983 by its plain text broadly encompasses violations of federal statutory as well as constitutional law plaintiffs could bring suit for violation of social security act