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: in your office as a patient, he came in with his contact lenses in, he had a prior history of refractions that you believe indicated stability, you still would have remeasured him prior to surgery; correct? A. That's just my habit. Q. And your habits are the ones that you believe are what a prudent ophthalmologist should observe? A. As stated in the context of my deposition. Q. Do you know what the standard of care is in Arizona, Doctor? A. No. 7 . See, e.g., Vigil v. Herman, 102 Ariz. 31, 34, 424 P.2d 159, 162 (1967) (stating that, in a medical malpractice case, the standard of care may be established by the defendant doctor’s own testimony); Stallcup v. Coscarart, 79 Ariz. 42, 49, 282 P.2d 791, 796 (1955) (same); Potter v. Wisner, 170 Ariz. 331, 339, 823 P.2d 1339, 1347 (App.1991) (<HOLDING>); Peacock v. Samaritan Health Serv., 159 Ariz. Options: A. holding that a manufacturers insert in and of itself may not establish the relevant standard of care in a medical negligence action but may be considered by the fact finder along with expert testimony to define the standard of care B. holding that appellate court could not review the sufficiency of the evidence based on a particular legal standard because that standard was not submitted to the jury and no party objected to the charge on this ground or requested that the jury be charged using this standard C. holding experts testimony was insufficient to survive summary judgment because the testimony at most showed the defendant deviated from the experts personal standard of care rather than the generally accepted standard of care D. recognizing that a defendant physicians own practice was at least some evidence of the standard of care and concluding that the case was properly submitted to the jury notwithstanding the plaintiffs failure to call an independent expert on the standard of care E. holding that standard of care need not be listed separately in report when same standard applies to each health care provider

assistant: The best answer is D. recognizing that a defendant physicians own practice was at least some evidence of the standard of care and concluding that the case was properly submitted to the jury notwithstanding the plaintiffs failure to call an independent expert on the standard of care
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, (i) keep all property necessary to the business of the Borrower and its Subsidiaries in good working order and condition, ordinary wear and tear excepted, and (ii) maintain insurance on all its property in at least such amounts and against at least such risks and with such deductibles or self-insured retentions as is consistent and in accordance with industry practice.

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: residents according the 1990 U.S. census. Accordingly, Sharper contends the “one-person, one-vote” principal “has been codified into state law.” (Doc. 199, p. 5.) Thus, his claims should not be dismissed on this basis. It is well established that the “one-person, one-vote” principle of the Equal Protection Clause of the Fourteenth Amendment does not apply to the judiciary. Wells v. Edwards, 347 F.Supp. 453 (M.D.La.1972), aff'd, 409 U.S. 1095, 93 S.Ct. 904, 34 L.Ed.2d 679 (1973). However, vote dilution and “one-person, one-vote” claims are distinct. Chisom v. Roemer, 501 U.S. 380, 402-03, 111 S.Ct. 2354, 115 L.Ed.2d 348 (1991); Republican Party v. Martin, 980 F.2d 943, 954 (4th Cir.1992); see also Voter Info. Project, Inc. v. City of Baton Rouge, 612 F.2d 208, 210-12 (5th Cir.1980) (<HOLDING>). Therefore, Wells does not require this Court Options: A. recognizing distinction between claims grounded in oneperson onevote and vote dilution in a rule 12b6 challenge to an atlarge method of electing state and city judges B. recognizing distinction between smith and mcdonnell C. recognizing distinction between two types of waiver D. recognizing this distinction E. recognizing distinction between tolling and estoppel

assistant: The best answer is A. recognizing distinction between claims grounded in oneperson onevote and vote dilution in a rule 12b6 challenge to an atlarge method of electing state and city judges
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 term of Executive’s employment hereunder shall commence on March 20, 2017 (“Commencement Date”) and terminate on the two year anniversary of the Commencement Date (“Term”) unless terminated earlier as provided in this Agreement, or unless extended by mutual written agreement of the Company and Executive. Unless the Company and Executive have otherwise agreed in writing, if Executive continues to work for the Company after the expiration of the Term, his employment thereafter shall be under the same terms and conditions provided for in this Agreement, except that his employment will be on an “at will” basis and the provisions of Sections 4.4 and 4.6(c) shall no longer be in effect.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in addition , under california civil code section 1789.3 , you may contact the complaint assistance unit of the division of consumer services of the california department of consumer affairs in writing at 1625 n. market blvd. , suite s-202 , sacramento , california 95834 , or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service .

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: nothing in these terms shall limit or exclude ( a ) our liability in respect of death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation ; ( b ) any other liability that can not be excluded by law ; or ( c ) your statutory rights .

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: uber 's services may be used by you to request and schedule transportation , goods or logistics services with third party providers , but you agree that uber has no responsibility or liability to you related to any transportation , goods or logistics services provided to you by third party providers other than as expressly set forth in these terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the Seller and the Company.

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 case excerpt and choose the best holding from the options. Case excerpt: enable the debtor to acquire rights in or the use of collateral if such value is in fact so used. There is no question but that the Bank qualified as the holder of a purchase money security interest with respect to the note, security agreement and financing statement signed by Mrs. Gillie. However, the second and third notes are another matter. Prior to the enactment of the Uniform Commercial Code by the Texas Legislature, the substitution of a new note for a note secured by a chattel mortgage did not discharge the mortgage unless the parties intended discharge. The parties’ intent had to be evidenced by something other than the substitution. 51 Tex.Jur.2d Rev., Part 2, Secured Transactions § 280 (1963). A renewal of the debt by implication resulted in renewal of the security — unless (<HOLDING>); Franklin v. ITT Financial Services (In re Options: A. holding that a note which was a consolidation of the debtors previous notes did not give rise to a pmsi B. holding that under north dakota law consolidation of a note secured by a pmsi in farm machinery with other goods resulted in a novation destroying the creditors pmsi C. holding that a creditors pmsi in goods sold to debtors did not survive consolidation of the original installment contract with a later contract for the purchase of additional goods D. holding that under colorado law refinancing of a purchase money loan whereby an old note and security agreement were canceled and replaced by a new note and security agreement did not automatically extinguish the creditors pmsi in the debtors furniture the parties did not intend the new note to extinguish the original debt and security interest in that identical collateral remained almost no new money was advanced and the document specifically stated an intent to continue the pmsi E. holding that alleged violations of a state statute did not give rise to federal constitutional claims

assistant: The best answer is A. holding that a note which was a consolidation of the debtors previous notes did not give rise to a pmsi
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: He cites the Plan document’s definition of the term “reimbursement” which provides: “Reimbursement means repayment to the Plan for medical or other benefits that it has paid toward care and treatment for the Injury and for the expenses incurred by the Plan in collecting this benefit amount.” Because the $300,000 he received from Erie Insurance Exchange was unrelated to his medical bills, he contends it is not subject to reimbursement. Mr. Gourley also argues the Plan document’s designation of the term “third party” throughout the document is ambiguous. Because the Plan does not define “third party,” he maintains it is unclear whether the term includes his own insurance company, in this case Erie Insurance Exchange. See Standish v. Am. Mfr. Mut. Ins. Co., 698 A.2d 599 (Pa.Super.Ct.1997) (<HOLDING>). He contends the Plan could have clarified the Options: A. holding that a joint tortfeasor may assert a claim for contribution against the plaintiffs uninsured motorist carrier for the torts of an unknown driver B. holding that joint tortfeasor defendant does not get setoff equal to amount of recovery injured plaintiff receives from carrier of his uninsured motorist coverage C. holding business automobile policy issued to a corporation did not provide uninsured motorist coverage for owners son D. holding term third party did not include an uninsured motorist carrier E. holding that a hit and run or unknown driver is deemed to be uninsured for purposes of the uninsured motorist statute

assistant: The best answer is D. holding term third party did not include an uninsured motorist carrier
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: 2,800 different types of firearms; and her prior expert testimony on between 20 and 30 occasions. Under the circumstances, we are satisfied that the district court effectively fulfilled its gatekeeping function under Daubert. The trial court’s admission of Kuehner’s testimony constituted an implicit determination that there was a sufficient basis for doing so. The formality of a separate hearing was not required and we find no abuse of discretion. We do not wish this opinion to be taken as saying that any proffered ballistic expert should be routinely admitted. Daubert did make plain that Rule 702 embod ies a more liberal standard of admissibility for expert opinions than did Frye v. United States, 293 F. 1013, 1014 (D.C.Cir.1923). See Daubert, 509 U.S. at 588, 113 S.Ct. 2786 (<HOLDING>); see also Amorgianos, 303 F.3d at 265 Options: A. holding use of mtdna analysis to prove identity satisfied frye test for admissibility of new or novel scientific evidence B. holding that federal rule of evidence 702 superceded the frye standard of admissibility of scientific evidence and that under rule 702 the district court had to determine that proffered expert testimony was both reliable and relevant C. holding that the frye test of general acceptance in the scientific community was superceded by the federal rules D. holding that the frye test and the federal rules can coexist E. holding under the restrictive frye test that pcrstr testing is generally accepted in the relevant scientific community

assistant: The best answer is C. holding that the frye test of general acceptance in the scientific community was superceded by the federal rules
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 case any provision in or obligation hereunder or any Note or other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of clause (a) or (b) of the definition of Base Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurodollar Reserve Percentage shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For the convenience of the parties any number of counterparts hereof may be executed, and each such executed counterpart shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Facsimile or .PDF transmission of an executed counterpart of this Second Amendment shall be deemed to constitute due and sufficient delivery of such counterpart, and such facsimile or .PDF signatures shall be deemed original signatures for purposes of enforcement and construction of this Second Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of Pub. Utils. Dec. 4, 1996); Arbitration Order, AT & T Comm, of the Southwest, Inc. Petition for Arbitration with Southwestern Bell Tel. Co., No. TO-97-40, § II, 1 (Mo. PSC Dec. 11, 1996). 5 . The Court notes that every court that has addressed the issue of whether an interpretation of federal law by a state commission such as the PSC should be given deference by a federal court has held that the commission's interpretations should be subject to de novo review. See e.g. AT & T, 20 F.Supp.2d at 1100; AT & T Comm. of California v. Pacific-Bell, 1998 WL 246652 (N.D.Cal. May 11, 1998). 6 . MCI is entitled to assert a due process claim because it has an entitlement to the proper setting of telecommunication rates. See MCI Telecomm. v. BellSouth Telecomm., 9 F.Supp.2d 766, 772 (E.D.Ky.1998) (<HOLDING>). 7 . The PSC heard motions for an additional Options: A. holding that the district court should have looked to prevailing rates in the area B. holding that absent other evidence of prevailing market rates the district judge may establish a reasonable rate based on his familiarity with the prevailing rates in the area C. recognizing the private interest in reasonable and proper service at fair just and reasonable rates D. holding that a carrier has a property interest in telecommunication rates and therefore is entitled to due process in the calculation of said rates E. holding that a court should allow the contractuallybargained for default rate under section 506b without examining the reasonableness of these rates provided they fall within the range of acceptable rates

assistant: The best answer is D. holding that a carrier has a property interest in telecommunication rates and therefore is entitled to due process in the calculation of said rates
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 has a insurable leasehold estate in and to each Ground Lease Property, insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as may be expressly permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances in the aggregate do not materially and adversely affect the value, operation or use of the Property (or any portion thereof) as currently used or Borrower’s ability to repay the Loan. Each Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the applicable Individual Property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we each acknowledge that neither of us relies on , or will have any remedies in respect of , any representation or warranty ( whether made innocently or negligently ) that is not set out in these terms or the documents referred to in them .

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 exercise of this Option will be subject to and conditioned upon compliance by the Company and you with all applicable state, federal and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer, which compliance the Company shall, in its absolute discretion, deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Common Stock with any state, federal or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Plan and this Agreement without your consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant to this Agreement shall be endorsed with appropriate legends, if any, determined by the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No lawsuit claiming entitlement to benefits under this Plan may be filed prior to exhausting the claims and claims review procedures described in Sections 10 and 11. Any such lawsuit must be initiated no later than the earlier of (a) one year after the event(s) giving rise to the claim occurred or (b) 60 days after a final written decision was provided to the claimant under Section 11. Any legal action involving benefits claimed or legal obligations relating to or arising under this Plan may be filed only in Federal District Court in the city of Boise, Idaho. Federal law shall be applied in the interpretation and application of this Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the state of Delaware shall apply.

assistant: Jurisdictions
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 capitalization of the Company is as set forth in Section 3.1(g) of the Disclosure Letter . The Company has not issued any capital stock since its most recently filed report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Stock Plans, the issuance of shares of Common Stock to employees pursuant to the Stock Plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Section 3.1(g) of the Disclosure Letter , there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or material contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Section 3.1(g) of the Disclosure Letter , the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as disclosed on Section 3.1(g) of the Disclosure Letter , there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

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 legal provision and list the applicable contract clause categories. Provision: Each party submits to the nonexclusive jurisdiction of any federal or state court in the state of Delaware for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding has been brought in an inconvenient forum.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Titan Stone, Tile & Masonry, Inc. v. Hunt Constr. Group, Inc., 2007 WL 174710, at *3 (D.N.J. Jan. 22, 2007); Travelers Indem. Co. v. Dammann & Co., 594 F.3d 238, 248 (3d Cir. 2010) (“New Jersey courts have consistently held that contract law is bett at *4, 2010 U.S. Dist. LEXIS 9944, at *12 (D.N.J. Feb. 5, 2010) (“The economic loss doctrine provides that a tort remedy does not arise from a contractual relationship unless the breaching party owed an independent duty imposed by law.”); Martino v. Everhome Mortgage, 639 F.Supp.2d 484, 494 (D.N.J.2009) (dismissing a negligence claim because the parties were in a contractual relationship, and “a [tort claim] is not the appropriate vehicle to remedy [the] injury.”); cf. Gleason v. Norwest Mortgage Inc., 243 F.3d 130, 144 (3d Cir.2001) (<HOLDING>). There is no doubt that the relationship Options: A. holding that the preclusion of tort remedies for only economic loss extended to negligence claims B. holding that the economic loss doctrine barred a negligence claim without regard to whether the parties were in privity of contract C. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does D. holding that the key question in deciding whether the economic loss doctrine applies to a negligence claim is whether the negligence was extrinsic to the subject matter of the contract E. holding economic loss doctrine bars negligence claim based on service contract

assistant: The best answer is D. holding that the key question in deciding whether the economic loss doctrine applies to a negligence claim is whether the negligence was extrinsic to the subject matter of the contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are set forth in Schedule 3.1(a). The Company owns, directly or indirectly, substantially all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than the Liens of DBD Credit Funding LLC, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date (as hereinafter defined), in consideration of the purchase price determined and payable as set forth in Section 2 below (the "Purchase Price"), and upon and subject to the other terms and conditions set forth in this Agreement, the Seller shall convey, sell, transfer, assign and deliver unto Purchaser, and its successors and assigns forever, and Purchaser shall purchase and acquire all of the right, title and interest of the Seller in and to all of the Seller's assets (and, by such acquisition, the Business, which term shall be deemed to include all businesses conducted by the Seller), including all assets, property and property rights owned, used or held for use by the Seller of every nature and description, tangible and intangible, wherever located, and regardless of whether reflected in the books and records of the Seller, including, but not limited to all assets described in Schedule 1.1(i) hereto, all as the same shall exist on the date of execution of this Agreement (the "Execution Date"), subject to such additions and dispositions as shall have occurred in the ordinary course of business since the Execution Date but excluding those assets, such as cash in bank existing prior to the effective date of the MSA, defined below, described in Schedule 1.1(ii) hereto (the "Excluded Assets") (the assets to be acquired, excluding the Excluded Assets, are hereinafter referred to as the "Assets").

assistant: Sales
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: Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Seller, and its officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, together with Seller, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Purchaser set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of the Company, whether incurred or arising prior to the date hereof or after, (iv) the conduct and operations of the business of the Company whether before or after the Closing Date, or (v) claims asserted against the Company whether arising before or after the Closing Date and whether in connection with the transactions contemplated hereunder or otherwise.

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: 358 (1923) (“Of course a statute purporting to declare the intent of an earlier one might be of great weight in assisting a Court when in doubt, although not entitled to control judicial action.”). To support its argument that the New Law was merely a clarification, the government points to several statements by members of Congress indicating that the law was intended to reverse an erroneous decision of the CAFC. Def.’s Br. 6-7. The government also cites statements by members who explain that the law seeks to “clarify” existing law and that the new law “should not have been necessary.” Id. at 7. Courts, however, have been wary to rely upon limited statements of a few members of Congress. See, e.g., Corley v. United States, 556 U.S. 303, 329-30, 129 S.Ct. 1558, 173 L.Ed.2d 443 (2009) (<HOLDING>). Such hesitation is particularly warranted in Options: A. holding that the release statements of witnesses would necessarily interfere with enforcement proceedings B. holding that congress necessarily contemplated that the commission would review the work of the courts and revise the guidelines C. recognizing that conclusory statements do not preserve an issue for appeal D. recognizing that floor statements by a few members do not necessarily reflect the understanding of the entire congress E. holding that a letter describing discussions between board members did not support conclusion that the three members whom a jury could find individually acted with racial animus had an understanding among themselves to do so

assistant: The best answer is D. recognizing that floor statements by a few members do not necessarily reflect the understanding of the entire congress
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any party hereto may specifically waive any breach of this Agreement by any other party, but no such waiver shall be deemed to have been given unless such waiver is in writing, signed by the waiving party and specifically designating the breach waived, nor shall any such waiver constitute a continuing waiver of similar or other breaches.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you cancel , your access to the services ends at the end of your current service period or , if we bill your account on a periodic basis , at the end of the period in which you canceled .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court erroneously: (i) admitted evidence of three prior bad acts under Fed.R.Evid. 404(b); and (ii) denied his motion to sever Count Three. Finding no error, we affirm Davis’s convictions and sentence. First, we reject Davis’s assertion that the district court erred in admitting evidence of three other burglaries he was accused of having committed because the evidence’s prob tive value of the prior bad acts evidence was substantially outweighed by its prejudicial effect, we conclude that the district court’s limiting instructions to the jury, as well as the prior notice regarding the evidence that was given to Davis by the prosecution, was sufficient to reduce any prejudicial effect the evidence may have had. See United States v. Queen, 132 F.3d 991, 997 (4th Cir.1997) (<HOLDING>). Given the striking similarity of the Options: A. holding that the fear a jury may improperly use rule 404b evidence subsides when the trial judge gives the jury a limiting instruction regarding proper use and that the fear of a trial by ambush recedes when the prosecution has given notice of the evidence to be introduced and there is no evidence that the prosecution is placing the defendants entire earlier life on trial B. holding that suppression of evidence by the prosecution of evidence favorable to the defendant upon request violates the defendants right to due process where the evidence is material C. recognizing that upon request the trial court may provide a limiting instruction to the jury D. holding that in a criminal trial the trial court must correct or amend an improper instruction if the proper instruction is necessary for the jury to understand the case E. holding that when defendant argued on appeal that the trial justice should have given the jury a sua sponte limiting instruction regarding alleged rule 404b evidence defendants failure to object at trial constituted a waiver of that issue

assistant: The best answer is A. holding that the fear a jury may improperly use rule 404b evidence subsides when the trial judge gives the jury a limiting instruction regarding proper use and that the fear of a trial by ambush recedes when the prosecution has given notice of the evidence to be introduced and there is no evidence that the prosecution is placing the defendants entire earlier life on trial
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 SEVENTH AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed received by the recipient when delivered personally or, if mailed, five (5) days after the date of deposit in the United States mail, certified or registered, postage prepaid and addressed, in the case of the Company, to its corporate headquarters, attention CEO, and in the case of Employee, to the address shown for Employee on the signature page hereof, or to such other address as either party may later specify by at least ten (10) days advance written notice delivered to the other party in accordance herewith.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Commonwealth, 49 Va.App. 17, 21, 635 S.E.2d 688, 689-90 (2006) (quoting Molina v. Commonwealth, 47 Va.App. 338, 368, 624 S.E.2d 83, 97 (2006)). “We can perform this examination only when the proponent proffers ‘the testimony he expected to elicit,’ rather than merely his theory of the case.” Id. at 21, 635 S.E.2d at 690. Powell v. Warden, No. 042716, 2005 WL 2980756 (Va. Nov. 8, 2005), a habeas corpus case, addresses this very issue and supports our view. The Court, in considering an ineffective assistance of counsel claim, held that the petitioner had not alleged what he would have said if he had been given the opportunity to address the court or how such a statement would have impacted the sentence he received. See also United States v. Magwood, 445 F.3d 826, 830 (5th Cir.2006) (<HOLDING>); State v. Bowen, 259 Kan. 798, 915 P.2d 120, Options: A. holding that a letter utilized by the appellant in his argument would not be considered on appeal because it was not properly before the trial court B. holding an allocution error would not be reversed on appeal because the appellant did not furnish any information about what he would have allocuted to that might have mitigated his sentence C. holding that appellant forfeited his complaint regarding his sentence because he did not object at trial D. holding that because the appellant could not have known what his sentence would be at the time he entered his plea monreal and blanco are not controlling E. holding forfeited theories will be reversed on appeal only if the appellant can satisfy the plain error standard

assistant: The best answer is B. holding an allocution error would not be reversed on appeal because the appellant did not furnish any information about what he would have allocuted to that might have mitigated his sentence
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: jury instructions explaining the purpose for admitting prior bad acts evidence and advance notice of the intent to introduce such evidence provide additional protection to defendants. See Queen, 132 F.3d at 997. We review the admission of evidence for abuse of discretion. See id. at 995. Hodge does not challenge the reliability of the admitted evidence. Rather, he contends that it was irrelevant, unnecessary, and unduly prejudicial. We conclude, however, that the evidence of Hodge’s 1996 drug transactions was relevant and necessary in that it tended to show the existence of a continuing narcotics business and therefore to show Hodge’s knowledge of the drug trade and his intent to distribute the cocaine found in his Jeep. See United States v. Sanchez, 118 F.3d 192, 196 (4th Cir.1997) (<HOLDING>); United States v. Clarke, 24 F.3d 257, 264-65 Options: A. holding on a criminal appeal that prior bad acts evidence is admissible to prove intent to commit the charged crime B. holding that the more similar the prior bad act is to the charged crime the more relevant the prior bad act becomes toward proving intent C. holding that the rule 404b evidence admitted to prove intent was clearly relevant because intent was at issue in the trial D. holding intoxication is only a defense to specific intent crimes and not general intent crimes E. holding that a notguilty plea places defendants intent at issue and evidence of similar prior crimes can thus be relevant to prove intent to commit charged crime

assistant: The best answer is E. holding that a notguilty plea places defendants intent at issue and evidence of similar prior crimes can thus be relevant to prove intent to commit charged crime
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: Cir.1983) (“Cash basis taxpayers are required to include items of income in the taxable year in which such item is actually or constructively received.”) (citations omitted). Thus, by “matching” the time at which India Music could deduct its accounts payable owed to HRI with the time at which HRI could include those payments as income, the Commissioner’s § 267(a)(2) disallowance effectively changed India Music’s accounting method for its account payable deduction in the 2004 taxable year from an accrual basis to a cash basis. That is, the Commissioner effected a change in India Music’s treatment of a material item in 2004 by postponing the proper time for taking its account payable deduction. See Summit Sheet Metal Co., T.C. Memo 1996-563, 72 T.C.M. (CCH) 1606, 1996 WL 740748, at *11 (<HOLDING>). Accordingly, the disallowance constituted a Options: A. holding a 12b5 defense is waived if it is not made in a rule 12 motion or if it is not included in a responsive pleading B. holding that an error is plain if it is clear or obvious C. holding that it is not D. holding that an issue is preserved for appeal where the issue was sufficiently raised for the court to rule on it E. holding that an item is material if the time for including it in income or deducting it is at issue

assistant: The best answer is E. holding that an item is material if the time for including it in income or deducting it is at issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the skype credit that you purchase will be credited to your user account at the time of purchase ( or if you are using a skype credit voucher , at the time you redeem that voucher ) .

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: based on the principle of comity, should recognize a divorce decree obtained in a foreign country when at least one of the parties was not a domiciliary of that country. “Comity” is defined as “the principle that courts of one state or jurisdiction will give effect to the laws and judicial decisions of another state or jurisdiction out of deference and mutual respect.” Metcalf v. Voluntary Employees’ Benefit Ass’n of Hawai'i, 99 Hawai'i 53, 58, 52 P.3d 823, 828 (2002) (internal quotation marks and citation omitted). A United States court “may, but is not required to, recognize a divorce decree from a foreign country under the doctrine of comity.” Adams v. Adams, [177 Vt. 448] 869 A.2d 124, 127 (Vt.2005); see e.g., Yu v. Zhang, [175 Ohio App.3d 83] 885 N.E.2d 278, 284 (Ohio Ct.App.2008) (<HOLDING>); Jahed v. Acri, 468 F.3d 230, 235 (2006) Options: A. holding that a divorce obtained in a foreign country is recognized by comity B. holding that the trial judge had the power to incorporate a settlement agreement in a decree following the entry of a decree of divorce C. holding that the jurisdiction of the divorce court with regard to support and maintenance is statutorily determined unless otherwise provided by agreement incorporated into the divorce decree D. holding that a wife obtained a vested interest in her portion of the retirement benefits as of the date of the divorce decree and any act of the military spouse that unilaterally decreases the nonmilitary spouses vested interest is an impermissible modification of a division of marital property and a violation of the final decree of divorce E. holding that comity is an ohio courts recognition of a foreign divorce decree as a matter of courtesy

assistant: The best answer is E. holding that comity is an ohio courts recognition of a foreign divorce decree as a matter of courtesy