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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and Waiver may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment and Waiver by facsimile or portable document format (“pdf’) shall be effective as delivery of a manually executed counterpart of this Amendment and Waiver.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Initial Payment Note shall be construed according to the internal substantive laws of the State of New York without regard to conflict of laws principles. If any provision of this Initial Payment Note is in conflict with any statute or rule of law of the State of New York or is otherwise unenforceable for any reason whatsoever, then such provision shall be deemed to be restated so that it may be enforced to the fullest extent permitted by law, and the remainder of this Initial Payment Note shall remain in full force and effect.

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: There shall not exist any action, suit, investigation or proceeding, pending or threatened in writing, in any court or before any arbitrator or Governmental Authority that purports to affect the Parent Guarantors and its Subsidiaries in a materially adverse manner or any transaction contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect on the Parent Guarantors and its Subsidiaries or any transaction contemplated hereby or on the ability of the Parent Guarantors and its Subsidiaries to perform their obligations under the Loan Documents.

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 legal provision and list the applicable contract clause categories. Provision: Lessor shall keep confidential any financial or other confidential information disclosed by Lessee to Lessor in the course of Lessor's analysis and consideration of Lessee and this Lease (other than information which is a matter of public knowledge or may be obtained from sources readily available to the public), so long as Lessee clearly identifies such information in writing as "confidential" at the time of such disclosure. Lessee shall keep confidential (i) this Lease, and (ii) any financial or other confidential information of Lessor disclosed by Lessor to Lessee in connection with this Lease (other than information which is a matter of public knowledge or may be obtained from sources readily available to the public), so long as Lessor clearly identifies such information in writing as "confidential" at the time of such disclosure. However, such matters may be disclosed: (a) to the directors, officers, partners, members, legal counsel, real estate brokers, and accountants of Lessor or Lessee, as the case may be, to the extent Lessor or Lessee, as the case may be, deems it necessary or appropriate in connection with the evaluation of this Lease; (b) with respect to Lessor, to a potential purchaser of the Property; (c) with respect to Lessee, to secure an assignee or sublessee for the Premises, (d) to potential or existing sources of financing or to potential or existing holders of equity interests of such party (including any disclosures to lenders, investors, underwriters, and other appropriate persons in connection with the offering of equity or debt interests); and (e) to the extent required by applicable Law, court order, or in any litigation in connection with this Lease.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a state law claim does not seek to recover or replace benefits under an employee welfare benefit plan and is based on a violation of a legal duty independent of ERISA, it is not preempted by ERISA. Haynes v. Haynes, 178 S.W.3d 350, 354 (Tex.App.-Houston [14 Dist.] 2005, pet. denied); see also Davila, 542 U.S. at 210, 124 S.Ct. at 2496. Necessarily, state law claims based on the violation of a legal duty independent of ERISA would not “relate to” ERISA so as to implicate preemption or federal jurisdiction. In such a case, absent diversity, and with no other basis for “arising under” jurisdiction, it is the federal court that would be deprived of subject matter jurisdiction to hear the cause. See, e.g., Peacock v. Thomas, 516 U.S. 349, 352, 116 S.Ct. 862, 865-66, 133 L.Ed.2d 817 (1996) (<HOLDING>); Hook v. Morrison Milling Co., 38 F.3d 776, Options: A. holding subject matter jurisdiction divested because federal cause of action had been dismissed without prejudice B. recognizing cause of action for equitable estoppel under erisa C. holding veilpiercing claim does not state cause of action under erisa and cannot independently support federal subject matter jurisdiction D. holding that there was no federal subject matter jurisdiction under the private cause of action provision of the act E. holding that a federal defense to a state cause of action does not support federalquestion jurisdiction

assistant: The best answer is C. holding veilpiercing claim does not state cause of action under erisa and cannot independently support federal subject matter 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: claim is time barred if it is not filed within these limits.” Id. Mailing is not filing for the purposes of Title VIL See Taylor v. Gen. Tel. Co. of Sw. 759 F.2d 437, 440 (5th Cir.1985). A claim is considered filed when it is received by the EEOC or the state agency responsible for the administration of complaints of employment discrimination. Id.; 29 C.F.R. § 1601.13(a)(4)(2)(a)(A) (2010). Accordingly, Kirkland’s claim was not filed until it was received by the LCHR on May 6, 2010. Again, the deadline for a timely filing in Kirkland’s case was April 7, 2010. Because Kirkland’s intake questionnaire was not filed within the 300-day period required by Title VII, her claims are time barred. See Zipes v. Trans World Airlines, Inc., 455 U.S. 385, 393, 102 S.Ct. 1127, 71 L.Ed.2d 234 (1982) (<HOLDING>). Generally, when an employment discrimination Options: A. holding that this courts sixyear statute of limitations is jurisdictional B. holding that in this context the filing deadline is tantamount to a statute of limitations C. holding that the 180day filing deadline is jurisdictional and mandatory D. holding that the filing deadline under title vii is not a jurisdictional prerequisite to suit in federal court but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling E. holding that the bia rule is unreasonable in this context

assistant: The best answer is B. holding that in this context the filing deadline is tantamount to a statute of limitations
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: there must be “some evidence that the particular circumstances of [the inmate’s] crime — circumstances beyond the minimum elements of his conviction — indicate[ ] exceptional callousness and cruelty with trivial provocation, and thus suggest[ ] [petitioner] remains a danger to public safety.” Dannenberg, 34 Cal.4th at 1098, 23 Cal.Rptr.3d 417, 104 P.3d at 804-05; In re Montgomery, 156 Cal.App. 4th 930, 946, 67 Cal.Rptr.3d 721, 732 (2007). In petitioner’s case, his commitment offenses “do[ ] not rationally indicate that [petitioner] will present an unreasonable public safety risk if released from prison.” In re Weider, 145 Cal.App.4th 570, 589, 52 Cal.Rptr.3d 147 (2006); Lee, 143 Cal.App.4th at 1411-12, 49 Cal.Rptr.3d 931; see also Somers v. Schwartz, 2007 WL 2177880, *9 (E.D.Cal.2007) (<HOLDING>). Indeed, this Court “cannot conclude ... Options: A. holding that evidence the defendant knew the victim supported a finding that the murder was committed to avoid arrest B. holding that a state court cannot be said to have unreasonably applied clearly established federal law under 2254d1 when there are no holdings from the supreme court addressing the issue raised by the petitioner C. holding the state court applied federal law unreasonably in finding the commitment offense of second degree murder stemming from fatal traffic accident while drunk driving was supported by some evidence when there is no evidence that petitioner demonstrated a callous disregard for human suffering when the victim died on impact or shortly thereafter D. holding that there are no lesser included offenses of second degree felony murder because of the multiple means of committing the offense E. holding that state court could not have unreasonably applied federal law if no clear supreme court precedent existed

assistant: The best answer is C. holding the state court applied federal law unreasonably in finding the commitment offense of second degree murder stemming from fatal traffic accident while drunk driving was supported by some evidence when there is no evidence that petitioner demonstrated a callous disregard for human suffering when the victim died on impact or shortly thereafter
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 is duly incorporated and validly existing under the laws of the State of Nevada and has all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as it is presently being conducted. The Company does not own any equity interest, directly or indirectly, in any other Person or business enterprise. The Company is in good standing in the State of Nevada. The Company is qualified to do business and is in good standing in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect upon its assets, properties, financial condition, results of operations or business. The Company has no subsidiaries. Except as set forth in Section 3.2(d) hereof, no corporate proceedings on the part of the Company (including the approval of the Company’s Board of Directors or shareholders) are necessary to authorize this Agreement or to consummate 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 legal provision and list the applicable contract clause categories. Provision: Executive, for himself, his spouse, heirs, executors, administrators and assigns, hereby unconditionally releases and forever discharges the Company and its related entities, successors, assigns, agents, directors, officers, employees, representatives, and all persons acting by, through, under or in concert with any of them from any and all causes of action whether known or unknown, with respect to or arising out of all those claims asserted or which could have been asserted by Executive and/or arising out of, or alleged to have been suffered by him in or as a consequence of his employment, contact or relationship to date with the Company, including rights or claims arising under any agreement with the Company or under any federal, state or local laws, including, but not limited to Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Equal Pay Act, the Age Discrimination in Employment Act of 1967 and the Older Worker’s Benefit Protection Act of 1990, the Civil Rights Act of 1866, as amended, the Family Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Oklahoma Workers’ Compensation Act, the Fair Labor Standards Act, the Americans With Disabilities Act, as amended, the Rehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment Assistance Act, the Genetic Information Nondiscrimination Act, the Oklahoma Anti-Discrimination Act, Oklahoma public policy, and all other federal, state or local laws. This release also applies to any claims or rights Executive may have arising out of any legal or equitable restrictions on Executive’s right not to continue an employment (or other) relationship with the Company, including any express or implied employment contracts, and to any claims Executive may have against the Company for fraudulent inducement or misrepresentation, tortious interference with business/contractual relations, defamation, wrongful termination, public policy tort, or other retaliation claims in connection with workers’ compensation or alleged “whistleblower” status or on any other basis whatsoever. Executive does not, however, waive any rights or claims that may arise and accrue after the date this Agreement is executed by him. Further, Executive understands and agrees that this Agreement does not cover, affect, or alter any rights that cannot, by law, be released by private agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. This Agreement is not transferable or assignable. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: when it reaches a “substantial amount of constitutionally protected conduct,” or when it “is impermissibly vague in all of its applications.” United States v. Dischner, 974 F.2d 1502, 1510-11 & n. 5 (9th Cir.1992) (quoting Hoffman Estates v. Flipside, 455 U.S. 489, 494-95, 102 S.Ct. 1186, 1191, 71 L.Ed.2d 362 (1982)); see also Kolender v. Lawson, 461 U.S. 352, 358 n. 8, 103 S.Ct. 1855, 1859 n. 8, 75 L.Ed.2d 903 (1983). “The fact that the statute might reach first amendment activities is not sufficient; the statute must reach a substantial amount of constitutionally protected activity.” Dischner, 974 F.2d at 1511-12 & n. 7 (quoting Kolender, 461 U.S. at 358 n. 8, 103 S.Ct. at 1859 n. 8); see also Chapman v. United States, 500 U.S. 453, 467, 111 S.Ct. 1919, 1929, 114 L.Ed.2d 524 (1991) (<HOLDING>). Courts that have reviewed bribery statutes Options: A. holding amendment to statute of limitations was a procedural amendment to be applied retroactively in a medical malpractice case B. holding that where first amendment freedoms are not infringed by the statute a vagueness claim must be evaluated as the statute is applied to the facts of the case C. holding the record did not contain enough facts to determine whether the statute was constitutional as applied to the particular facts and circumstances of the case D. holding a contribution restriction for minors was invalid because the statute was not closely drawn to avoid unnecessary abridgment of first amendment freedoms E. recognizing in criminal case exception to standing rules where statute involving first amendment freedoms is challenged on vagueness grounds

assistant: The best answer is B. holding that where first amendment freedoms are not infringed by the statute a vagueness claim must be evaluated as the statute is applied to the facts of the case
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 this Lease (the “Term”) shall commence on the date hereof (the “Commencement Date”) and shall end on the tenth (10 th ) anniversary of the last day of the month in which the Commencement Date occurs, unless sooner terminated in accordance with the provisions hereof; provided, however, in the event that the Initial Loan is not repaid on or before this termination date, the term of this Lease shall automatically renew for a one-year extension from the initial termination date.

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 case excerpt and choose the best holding from the options. Case excerpt: and distinguished the situation from intrusions into areas characterized by reduced expectations of privacy. Id. Furthermore, the Court was primarily concerned about the revelation of myriad intimate and private details that a thermal imager, and the prospective use of continually advancing technology, could reveal. Kyllo, 121 S.Ct. at 2045-46. A dog sniff is not a technological advancement that invites the same sort of concern. Indeed, this court has noted that the use of canines for their recognized olfactory abilities has an extensive history dating back to early decisions, and the information a dog can reveal has remained largely unchanged throughout that period. Brooks v. People, 975 P.2d 1105, 1111 n. 6 (Colo.1999); see also State v. Bergmann, 633 N.W.2d 328, 335 (Iowa 2001) (<HOLDING>). We have expressly held that the use of a Options: A. holding that the fourteenth amendment which makes persons bom in the united states and subject to its jurisdiction citizens of the united states and requires that representatives be apportioned among the states based on population excluding indians not taxed did not make an indian a citizen of the united states B. recognizing federal constitutional claim against the united states C. holding that six employees bringing suit under title vii were not in privity with the united states which had brought a previous suit against the same employer because the employees sought a type of relief which the united states had not sought D. holding that a drugsniffing dog is not technology of the type addressed in kyllo v united states meriting a divergence from the extensive national and federal case law developed regarding vehicle dog sniffs E. holding that a national banking association chartered by or under the authority of the united states was exempt from the lutpa as a matter of law

assistant: The best answer is D. holding that a drugsniffing dog is not technology of the type addressed in kyllo v united states meriting a divergence from the extensive national and federal case law developed regarding vehicle dog sniffs
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, Executive shall be eligible for participation in the health, welfare, retirement, insurance, fringe, perquisites and other benefit plans, practices, policies and programs, as may be in effect from time to time, for senior officers of the Company generally.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: with the standard of care in order to be granted summary judgment, they have met that burden controlling. The defendants put on evidence from a number of experienced biking participants that this race was carefully run in accordance with the standard of care they have come to expect in mountain-bike races. Once the testimony of plaintiffs’ expert Sean Collinsworth is excluded, as we hold later was appropriate, plaintiffs put on no conflicting evidence from any witness qualified to articulate a proper standard of care for a mountain bike race. Further, under Utah law, it would probably be unnecessaiy for defendants to present expert testimony to establish compliance with the standard of care in this case. Compare Collins v. Utah State Dev. Ctr., 992 P.2d 492, 494-95 (Utah Ct.App.1999) (<HOLDING>), and Schreiter v. Wasatch Manor, Inc., 871 Options: A. holding that expert testimony was not necessary in case involving claim that a center working with the developmentally disabled was negligent for allowing a resident to ride a swing without any safety devices designed to ensure that she would not fall off B. holding that the admission of expert testimony was prejudicial where the testimony was pervasive C. holding that expert testimony is unnecessary where the case is not a case in which lay jurors would be unable to grasp the issues without expert assistance D. holding that expert testimony was not necessary in a case involving allegations that a senior living center was negligent for failing to install a fire sprinkler system E. holding that plaintiff was not required to produce expert testimony to establish a claim that the vessels lack of railings or other safety devices rendered it unseaworthy

assistant: The best answer is A. holding that expert testimony was not necessary in case involving claim that a center working with the developmentally disabled was negligent for allowing a resident to ride a swing without any safety devices designed to ensure that she would not fall off
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Purchaser and each Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Grantor and Secured Parties shall execute and deliver, or cause to be executed and delivered, from time to time hereafter, upon request, all such further documents and instruments and shall do and perform all such acts as may be reasonably necessary to give full effect to the intent of this Agreement.

assistant: Miscellaneous
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 defendant contends that his capital murder conviction and death sentence must be reversed because, he claims, the evidence was insufficient to support his conviction of the capital murder-for-hire of Clemer Woodall, as charged in the indictment. More specifically, the defendant argues that, even if there was sufficient evidence to indicate that he procured Pope to kill Elmer Woodall, there was insufficient proof indicating that he specifically intended that Pope kill Clemer Woodall, his mother. No defendant can be found guilty of a capital offense unless he had an intent to kill, and that intent to kill cannot be supplied by the felony-murder doctrine. Beck v. State, 396 So.2d 645, 662 (Ala.1981); see also Enmund v. Florida, 458 U.S. 782, 797, 102 S.Ct. 3368, 73 L.Ed.2d 1140 (1982) (<HOLDING>). However, this Court has written: “[T]he Options: A. holding that what constitutes cruel and unusual punishment is a question of law B. holding cruel and unusual punishment complaint not preserved C. holding that defendants claim that execution by electrocution or lethal injection constitutes cruel and unusual punishment is meritless D. holding that imposing the death penalty upon the driver of a getaway car who did not himself kill attempt to kill or intend that a killing take place or that lethal force will be em ployed constitutes cruel and unusual punishment E. holding that the fact that defendant spent years on death row awaiting execution does not render the death penalty cruel and unusual punishment

assistant: The best answer is D. holding that imposing the death penalty upon the driver of a getaway car who did not himself kill attempt to kill or intend that a killing take place or that lethal force will be em ployed constitutes cruel and unusual punishment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All covenants and agreements of the Company and Investor contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Investor or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof. The covenants and agreements contained herein shall survive in accordance with their terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Documents or any relationship between the parties.

assistant: Miscellaneous
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 Third Amendment and the other Loan Documents executed in connection herewith, unless expressly set forth therein, shall be governed by, construed and enforced in accordance with, the law of the State of Illinois, without reference to the conflicts or choice of law principles thereof.

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 case excerpt and choose the best holding from the options. Case excerpt: program” were eventually incorporated into the final remedial plan for the site in September 1991. Id. at 806-07. A CERCLA cost recovery suit for contribution was filed in September 1997. Id. at 807. The court considered whether the initial installation of the wells constituted a remedial action which would trigger CERCLA’s six-year statute of limitations. Plaintiff argued that no remedial action could take place until a final remedial plan had been officially approved. Id. at 811. The court rejected that bright-line test in favor of an analysis of the proximity of the action to the “disclosure of the final remedial design, which may occur prior to approval of the final remedial plan.” Id. at 812; see also State of California v. Hyampom Lumber Co., 903 F.Supp. 1389, 1393 (E.D.Cal.1995) (<HOLDING>); Geraghty and Miller, 234 F.3d at 927 (actions Options: A. holding that a draft rap constituted a final remedial design B. holding that employees conviction for possession of a controlled substance constituted gross misconduct C. holding that director of taxation may select remedial option D. holding that a confrontation clause violation constituted harmless error E. holding that exemption 7c categorically applies when a third party requestor seeks fbi rap sheets

assistant: The best answer is A. holding that a draft rap constituted a final remedial design
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 aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(f ) hereto. All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance in all material respects with all applicable securities laws. Except as disclosed in Schedule 3.1(f ) hereto, the Company did not have outstanding at March 31, 2016 any other options, warrants, script 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 entered into any agreement giving any Person any right to subscribe for or acquire, any shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as set forth on Schedule 3.1(f ) hereto, and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, 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) and 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 Investors) and will not result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities. To the knowledge of the Company, except as disclosed in the SEC Reports and any Schedules filed with the SEC pursuant to Rule 13d-1 of the Exchange Act by reporting persons or in Schedule 3.1(f ) hereto, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the outstanding Common Stock.

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: A waiver by any party of any of the terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of the term or condition for the future, or of any subsequent breach thereof or of any other term or condition thereof. Any party may waive any term, provision or condition included for the benefit of that party. Any and all waivers shall be in writing.

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: the exercise of First Amendment rights and rights under [a]rticle I, section 5 of the Washington [Sítate Constitution.” 6 City of Longview v. Wallin, 174 Wn. App. 763, 776, 301 . Ed. 2d 493 (2010) (emphasis omitted). 11 Reed, 561 U.S. at 196 (alterations in original) (quoting Citizens United v. Fed. Election Comm’n, 558 U.S. 310, 366, 130 S. Ct. 876, 175 L. Ed. 2d 753 (2010)). 12 Neigh. Alliance of Spokane County v. Spokane County, 172 Wn.2d 702, 261 P.3d 119 (2011). 13 Yakima County v. Yakima Herald-Republic, 170 Wn.2d 775, 791, 246 P.3d 768 (2011) (quoting Soter v. Cowles Publ’g Co., 162 Wn.2d 716, 731, 174 P.3d 60 (2007) (quoting Hearst Corp. v. Hoppe, 90 Wn.2d 123, 127, 580 P.2d 246 (1978))). 14 See Houchins v. KQED, Inc., 438 U.S. 1, 98 S. Ct. 2588, 57 L. Ed. 2d 553 (1978) (<HOLDING>). 15 Shero v. City of Grove, 510 F.3d 1196, Options: A. holding that information was voluntarily provided to the government which mandated the critical mass test B. holding that in a military criminal trial the governments use of classified information without permitting the defendant or his lawyers to view the information did not violate the defendants due process rights C. holding that the right of access to government information or sources of information within the governments control is not mandated by the first or fourteenth amendments D. holding actual possession of or access to information by the irs is not an absolute bar to enforcement of a summons for that information E. holding municipalities are not persons within the meaning of the due process clause of the fifth or fourteenth amendments

assistant: The best answer is C. holding that the right of access to government information or sources of information within the governments control is not mandated by the first or fourteenth amendments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee understands that he has been selected for employment by the Company on the basis of his personal qualifications, experience and skills. Employee, therefore, shall not assign all or any portion of Employee’s performance under this Agreement. Subject to the preceding two sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective heirs, legal representatives, successors and assigns. Employee recognizes that the Company may assign this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

assistant: Miscellaneous
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 theories supporting crime scene-analysis and victimology, the way the theories are applied by others with the same “specialized knowledge,” and the way the specialized knowledge was applied in this particular case. He further explained the method in which he conducted his investigation and the factors considered in reaching his determination. We recognize that through interviews, case studies, and research a person may acquire superior knowledge concerning characteristics of an offense. Thus, based on the record before us, adequate evidence was presented to establish the reliability of crime-scene analysis and victimology as fields of specialized knowledge. Cf. United States v. Alzanki 54 F.3d 994 (1st. Cir.1995), cert. denied, 516 U.S. 1111, 116 S.Ct. 909, 133 L.Ed.2d 841 (1996)(<HOLDING>). Our review of the record further indicates Options: A. holding that the district court complied with the requirements of lb13alb where it made specific references to testimony in the record relating to the scope of the defendants involvement in the drug trafficking conspiracy noted that the relevant testimony was unrefuted and stated that the testimony was internally consistent B. holding that psychologists testimony on the reliability of eyewitness testimony was both relevant and reliable and thus should have been admitted C. holding that testimony of victimologist was relevant in trial for holding household employee in involuntary servitude D. holding that a trial court abused its discretion by excluding the testimony of an expert witness where the testimony would have been relevant to show that the defendant breached a duty of care E. holding that testimony at trial in violation of defendants constitutional confrontation right was harmless beyond a reasonable doubt because the testimony was cumulative

assistant: The best answer is C. holding that testimony of victimologist was relevant in trial for holding household employee in involuntary servitude
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

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: The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 ), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 ) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

assistant: Duties
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 Administrative Agent and each Purchaser hereby waive the requirement pursuant to Section 2.6(c) of the Existing Agreement wherein the Sellers must provide at least sixty (60) days prior written notice to the Administrative Agent (on behalf of the Purchasers) of their desire to extend the Scheduled Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement that may be reasonably interpreted as surviving its termination, including the applicable provisions of Sections 3-11 hereof, shall continue in effect after termination of this Agreement. Global Eagle is entitled to communicate Consultant’s obligations under this Agreement to any future client or potential client of Consultant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in Schedule 3(p)(i), the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property and facilities held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

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: Subject to the receipt of the Consents listed in Section 3.5 of the Disclosure Letter , the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time or both, (a) result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, (b) conflict with the Constitutional Documents of the Company or any of its Subsidiaries, each as amended to date, or (c) conflict with, result in a breach or violation of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice, Consent or waiver under, or result in the loss of any benefit to which the Company or any of its Subsidiaries is entitled under, any Contract, Law, Permit or Judgment binding upon or applicable to the Company, any of its Subsidiaries or any of their respective properties or assets.

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: or threatened, the purposes and policies of the Act are far broader than simply providing for the conservation of individual species or individual members of listed species.”)); Tennessee Valley Auth. v. Hill, 437 U.S. 153, 184, 98 S.Ct. 2279, 57 L.Ed.2d 117 (1978) (noting that the plain intent of Congress in enacting the Endangered Species Act was to halt and reverse the trend toward species extinction, whatever the cost); Catron County Bd. of Com’rs, New Mexico v. United States Fish and Wildlife Serv., 75 F.3d 1429, 1437 (10th Cir.1996) (identifying ESA’s core purpose as prevention of the extinction of species by preserving and protecting the habitat upon which they depend from the intrusive activities of humans); Village of Kaktovik v. Watt, 689 F.2d 222, 233 (D.C.Cir.1982) (<HOLDING>). One of the purposes of the Endangered Species Options: A. recognizing an intermediate level of scrutiny in which the governmental objective must be important and the challenged law must be substantially related to that objective B. recognizing the protection of preliminary governmental materials C. recognizing subsection e as the sole exception to the boardcertification requirement D. holding that lprs are entitled to the protection of the equal protection clause E. recognizing environmental protection as the sole objective of the endangered species act

assistant: The best answer is E. recognizing environmental protection as the sole objective of the endangered species act