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: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 110,450 of Shares. Upon receiving the Purchaser’s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Guarantor agrees to the provisions of the Loan Documents, and, except as specifically set forth herein, hereby waives notice of: (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Security Instrument or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Collateral, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any Collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower or (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed.

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: Unless the Committee permits or requires such withholding obligation to be satisfied by another method described in Section 15(c) of the Plan, t he Participant shall be required to pay the Company, and the Company (or any Affiliate) shall have the right to withhold from any Option Shares to be delivered to the Participant, the amount of any federal, state or local withholding taxes required to be withheld, if any, upon the exercise of such Option.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no Action pending or threatened against the Buyer that challenges or seeks to enjoin, alter or materially delay the Acquisition or the other transactions contemplated by this Agreement. To the Buyer’s Knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

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: Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.

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: This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Issuers prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in any of Holdings’ securities shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on any such Exchange or the Nasdaq National Market; (ii) a banking moratorium shall have been declared either by Federal or New York State authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

assistant: Terminations
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: [*] shall keep [*] informed as to material developments with respect to the Prosecution and Maintenance of such Patents, including by timely providing copies of all substantive office actions or any other substantive documents that [*] receives from or submits to any patent office, including notice of all interferences, reissues, re-examinations, oppositions or, subject to Section 5.6, requests for patent term extensions and providing [*] a reasonable opportunity to review and comment on all substantive filings and communications with any patent agency regarding any [*] Patent. [*] shall not unreasonably reject the requests and suggestions of [*] with respect to such drafts and with respect to strategies for filing and prosecuting such Patents in the Territory with the goal of maximizing the exclusive period for the Antibody and Products and any other antibodies that are subject to an exclusive license from [*] or its Affiliates to [*] or its Affiliates.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: AirTran failed to make the contract available for inspection at the Nassau airport. We therefore conclude that AirTran failed to establish that it is entitled to summary judgment on the grounds that its contract incorporated terms that disclaimed or limited liability for compensation or permitted it to deny service to Ron. Because some courts have expressed concern that “[ajirlines might hesitate to refuse passage in cases of potential danger for fear of state[-]law contract actions claiming refusal to transport,” we hasten to point out that under federal law, an air carrier is permitted to “refuse to transport a passenger or property the carrier decides is, or might be, inimical to safety.” 49 U.S.C. § 44902(b) (2012). See also Smith v. Comair, Inc., 134 F.3d 254, 258 (4th Cir.1998) (<HOLDING>). AirTran, however, did not move for summary Options: A. holding that the contract claims of a passenger who was denied service for failing to produce identification were preempted because the carrier relied on its right under federal law to deny service and on its duty to follow a security directive from the federal aviation administration B. holding that service of a statecourt summons and complaint after removal to federal court is valid service C. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service D. holding that the plaintiffs state law claims are preempted by federal law E. holding that the discretionary function exception to the federal tort claims act precluded tort actions based on the alleged negligence of the federal aviation administration in failing to check certain thing in the process of certificating the aircraft for use in commercial aviation

assistant: The best answer is A. holding that the contract claims of a passenger who was denied service for failing to produce identification were preempted because the carrier relied on its right under federal law to deny service and on its duty to follow a security directive from the federal aviation administration
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: CURIAM. AFFIRMED. DELL, C.J., and FARMER, J., concur. GLICKSTEIN, J., concurs in part and dissents in part with opinion. GLICKSTEIN, Judge, concurring in part and dissenting in part. I concur with the majority on the merits of the action, but disagree on the award of attorneys’ fees by the trial court. As to that, I would reverse and remand with direction to apportion appellant’s responsibility for same in accordance with the interest he received. See § 64.081, Fla.Stat. (1993); Diaz v. Security Union Title Ins. Co., 639 So.2d 1004, 1006 (Fla. 3d DCA), rev. denied, 649 So.2d 232 (Fla.1994) (<HOLDING>); Daugharty v. Daugharty, 441 So.2d 1160 (Fla. Options: A. holding that cotenants of property each possessing a onehalf interest in property are each hable for onehalf of the attorneys fees awarded B. holding that plaintiffs may have a property interest in real property C. holding imposition of constructive trust on onehalf of brothers interest in decedent mothers real property for benefit of sister was particularly appropriate where there was evidence mother had orally stated that brother and sister should share all of her property equally even though deed for real property listed brother as sole owner D. holding party should have segregated attorneys fees for fraud claim from attorneys fees for contract claim based largely on the difference between the essential elements of each claim E. holding that awarded fees were reasonable and that proof that attorneys fees are necessary apart from testimony as to the reasonableness of the fee is not required

assistant: The best answer is A. holding that cotenants of property each possessing a onehalf interest in property are each hable for onehalf of the attorneys fees awarded
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 shall cause a Financial Officer of Borrower to promptly notify Agent and the Banks whenever any Default or Event of Default may occur hereunder or any representation or warranty made in Article VI hereof or elsewhere in this Agreement or in any Related Writing may for any reason cease in any material respect to be true and complete.

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 legal provision and list the applicable contract clause categories. Provision: In addition to any other amounts due hereunder, Haemonetics shall pay all foreign, federal, state, municipal and other governmental excise, sales, use, property, customs, import, value added, gross receipts and other taxes, fees, levies and duties of any nature now in force or enacted in the future that are assessed upon or with respect to the manufacture, use, offer for sale, sale or importation of the TEG 6000 Products, any payments made or owing hereunder, or otherwise arising in connection with this License Agreement or any transactions contemplated hereby, but excluding taxes based on CoraMed’s net income or any withholding taxes required by the tax authorities from the country of payment on CoraMed’s income.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to consider applications for adjustment of status from aliens who are paroled into the country. See 425 F.3d at 664-65. CALLAHAN, J., concurring in part and dissenting in part: I agree with the majority that RicardezRivera is entitled to an evidentiary hearing in the Immigration Court on his Fifth Amendment due process claim, and that if he prevails on this claim, under SalgadoDiaz he would be returned to his original prearrest status and the government could not rely on his attempted reentries to render him removable. Salgado-Diaz, 395 F.3d at 1164, 1168. He is entitled to a hearing because his affidavit filed in the Immigration Court in support of his motion to suppress established a prima facie Fifth Amendment violation. See Matter of Wong, 13 I. & N. Dec. 820, 1971 WL 24387 (1971) (<HOLDING>). However, Ricardez-Rivera has failed to Options: A. holding that a plaintiff must merely make out a prima facie case to withstand a motion to dismiss for lack of personal jurisdiction where there has been no evidentiary hearing B. holding that although a jury instruction that included the phrase prima facie case and referred to defendants burden of production created a distinct risk of confusing the jury in certain instances it would be appropriate to instruct the jury on the elements of a prima facie case C. holding to establish a prima facie case of racial discrimination a plaintiff must show he 1 D. holding that a motion for suppression must be specific and detailed and set forth a prima facie case E. holding that a prima facie case is subject to independent review

assistant: The best answer is D. holding that a motion for suppression must be specific and detailed and set forth a prima facie 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: If any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest.

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 Parties agree to execute such further documentation and perform such further actions, including the recordation of such documentation with appropriate authorities, as may be reasonably requested by the other Party hereto to evidence, effectuate and further the purposes and intents set forth in this Agreement.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we will notify you of amendments to this agreement to arbitrate by posting the amended terms on www.ebay.com at least 30 days before the effective date of the amendments and by providing notice through the ebay message center and/or by email .

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: and completely compensated.”). 13 See OCGA § 34-9-11.1 (b), (c); see also Canal Ins. Co., 256 Ga. App. at 869 (1) (“OCGA § 34-9-11.1 is purely a statutory right of subrogation and requires that the subrogation lien be enforced against the third-party tor 2 (2) (“[The insurer] did not intervene in [the employee’s] lawsuit against [the third-party tortfeasor]. Instead, [the insurer] voluntarily relinquished its right to participate in the action to protect and enforce its subrogation lien. Nothing in OCGA § 34-9-11.1 gives [the insurer] the right to now file an independent action against [the third-party tortfeasor] for failing to pay the tort judgment to [the insurer], rather than to [the employee], the plaintiff.”). 16 OCGA § 34-9-11.1 (a)-(e); see Canal Ins. Co., 256 Ga. App. at 866 (<HOLDING>). Cf. Ga. Elect. Mem. Corp. v. Hi-Ranger, Inc., Options: A. recognizing a tort action when employee was dismissed for filing a workers compensation claim B. holding that notwithstanding fact that employer brought suit in its own name pursuant to ocga 349111 c only for the liquidated amount that had been paid to the employee in workers compensation benefits after employee failed to file his own tort action within one year of injury employee was not precluded from bringing his own separate action to recover for personal injuries and loss of consortium but noting that employee received notice of employers suit only after filing his own action suggesting that court in which employers action was pending had wrongly denied the employees motion to intervene to which motion employer had objected noting that if employee had not moved to intervene in other action employees separate action would have been barred by laches and holding that thirdparty tortfeasor could move for mandatory joinder of the employer in the employees action C. holding that carrier was entitled to intervene as of right where the states workers compensation law permitted subrogation of a compensation carrier D. holding that workers compensation insurer was required to intervene in injured employees tort action to protect and enforce its subrogation lien and could not file a separate action E. holding that a law firm could intervene in a former clients action to protect its interest in its contingency fee

assistant: The best answer is D. holding that workers compensation insurer was required to intervene in injured employees tort action to protect and enforce its subrogation lien and could not file a separate action
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: anyone at [Woodson] make a negative comment about her age?[,]” plaintiff replied "no.” Def.’s Mem., Ex. 10 (Smith Dep.) at 27. Plaintiff also responded in the negative when asked whether she had "ever hear[d] anyone at the school make a negative comment generally about people over the age of 40 or about older teachers?” Id. Plaintiff testified that her belief that she was discriminated against stemmed from the fact that "Ms. Kay is a younger teacher.... I was 62 years old at the time and I thought there might be age discrimination, and it was.” Id. at 92. 6 . The Court concludes that the defendant has met its burden of articulating a legitimate reason for its decision. See, e.g., Reeves v. Sanderson Plumbing Products, Inc., 530 U.S. 133, 142, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000) (<HOLDING>) (citation omitted); Clifton, 36 F.Supp.2d at Options: A. holding that termination of individuals employment for making personal phone calls was a legitimate nondiscriminatory reason for discharge B. holding that drugrelated misconduct is a legitimate nondiscriminatory reason for termination C. holding that plaintiff need only point to sufficient evidence to support an inference that the employer did not act for its proffered nondiscriminatory reasons D. holding that employer met its burden of articulating a legitimate nondiscriminatory reason for the plaintiffs termination by offering admissible evidence sufficient for the trier of fact to conclude that plaintiff was fired because of his failure to maintain accurate attendance records E. holding attendance problem was a legitimate basis for an employers termination of an employee

assistant: The best answer is D. holding that employer met its burden of articulating a legitimate nondiscriminatory reason for the plaintiffs termination by offering admissible evidence sufficient for the trier of fact to conclude that plaintiff was fired because of his failure to maintain accurate attendance records
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: see also Gov’t Brief at 30. There is no reason to believe that national defense or national security will be adversely affected, since Waste Management — Washington will continue to provide solid waste collection and disposal services at Fairchild AFB until a new solicitation is issued and contract is awarded. See TR 5. 2. Bid And Proposal Expenses And Attorney’s Fees And Costs Blue Dot also has requested payment for bid and proposal expenses, including costs and attorney’s fees associated with this protest. See Pl. Compl. ¶¶ 5, 6 at 8. The Tucker Act states that the court may award monetary relief in post-award bid protests for “bid preparation and proposal costs.” 28 U.S.C. § 1491(b)(2); see also 28 U.S.C. § 1920; E.W. Bliss Co. v. United States, 77 F.3d 445, 447 (Fed.Cir.1996) (<HOLDING>). Therefore, Blue Dot may file an appropriate Options: A. holding that city had implied contract with bidder to treat bidder fairly B. holding that tucker act jurisdiction is founded on an implied contract to have the involved bids fairly considered C. holding that a denial of a bid protest without holding a hearing did not deprive a disappointed bidder of any property rights because there is no legitimate claim of entitlement to a government contract unless the contract actually is awarded D. holding that tucker act jurisdiction is founded on an implied contract to have the involved bids fairly and honestly considered E. holding that unsuccessful bidder is awarded its bid preparation costs because the government violated its implied contract to have the involved bids fairly and honestly considered

assistant: The best answer is E. holding that unsuccessful bidder is awarded its bid preparation costs because the government violated its implied contract to have the involved bids fairly and honestly considered
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: remained] undistributed.” Id. “The only legitimate purpose of a deadline in this context is to prevent applications from continuing to trickle in after the Secretary is ready to distribute the fund. Since the deadline set by the Secretary bore absolutely no relationship to a realistic date of distribution, it was arbitrary.” Id. at 903 n. 4 (emphasis added). Subsequent events proved the wisdom of the Eighth Circuit decision, with 5,147 more lineal descendants being found eligible to share as a result of the Eighth Circuit decision, with there having initially been 1,969 eligible lineal descendants. Based upon the above, the Court does not find that the Defendants have met their burden of proving that the Secretary’s actions were substantially justified. See Role Models, 353 F.3d at 968 (<HOLDING>). Additionally, the Court does not find that Options: A. holding the fourteenth amendment does not apply to the actions of the federal government B. holding the government must demonstrate the defendant knew of the characteristics of the firearm that required it to be registered C. recognizing that the government must demonstrate the reasonableness not only of its litigation position but also of the agencys actions D. recognizing that the government agreed not to take a position E. holding that the evidence must be sufficient to support the agencys findings of fact and that the agencys inferences from those facts must be reasonable

assistant: The best answer is C. recognizing that the government must demonstrate the reasonableness not only of its litigation position but also of the agencys actions
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 of the Partnership and MHI Inc. has all necessary authority, power and capacity to enter into, perform its obligations under and consummate the transactions contemplated by this Agreement and the Transaction Agreements to which it will be a party. This Agreement has been, and each of the Transaction Agreements to which the Partnership and MHI Inc. is a party have been, duly authorized, validly executed and delivered by the Partnership or MHI Inc., as applicable, and is or will be (assuming the due authorization, execution and delivery of the other parties hereto and thereto), as applicable, a legal, valid and binding obligation of the Partnership or MHI Inc., enforceable against each in accordance with their terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws relating to or affecting creditors’ rights generally and except for the limitations imposed by general principles of equity.

assistant: Powers
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 may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed and delivered via telephonic or electronic facsimile or PDF transmission.

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: Dealer shall submit to New Holland, within ninety (90) days after the end of Dealer’s fiscal year, audited (or where audited are not available then certified) balance sheets and financial statements for that year.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: due process clause — our holding today is consistent with the many other jurisdictions’ holdings on this issue. Federal courts presiding over diversity cases and applying state law have held that nonresident guarantors do not purposefully avail themselves of the benefits and protections of the laws of the forum state merely by executing a guarantee of an obligation of a resident debtor in connection with a local project in favor of a resident creditor, particularly where the guarantor has no financial interest in the debtor. For example, in Arkansas Rice Growers Cooperative Ass’n v. Alchemy Industries, Inc., 797 F.2d 565 (8th Cir.1986), the underlying transaction was the construction of a processing plant in Arkansas. Alchemy Industries, Inc., e 352 F.Supp. 1210, 1211 (N.D.Ill.1973) (<HOLDING>); Misco Leasing, Inc. v. Vaughn, 450 F.2d 257, Options: A. holding no personal jurisdiction over nonresident guarantor B. holding that being a guarantor alone is an insufficient basis to invoke personal jurisdiction C. holding that a choice of law provision is not sufficient to confer personal jurisdiction over a nonresident defendant D. holding that court did not have personal jurisdiction over nonresident defendant because plaintiff failed to show that defendant was assignee of assignor over whom court had personal jurisdiction E. holding that nonresident defendants failure to make payments in florida coupled with forum selection clause sufficient for court to exercise personal jurisdiction over nonresident defendant

assistant: The best answer is A. holding no personal jurisdiction over nonresident guarantor
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: did not owe a duty of care to someone who purchased stock from a client whom the attorney had negligently advised about the sale. The attorney had not communicated the advice to the stock purchaser and thus did not owe the purchaser a duty of care. The court contrasted the situation with Roberts v. Ball, Hunt, Hart, Brown, & Baerwitz, 57 Cal.App.3d 104, 128 Cal.Rptr. 901 (1976), where the attorney’s opinion letter was communicated directly to the plaintiff so that there could be a duty of care. The facts alleged in the complaint raise a situation more similar to Roberts. The attorney defendants are alleged to have drafted the prospectus which was relied on by the investors. In such a case, there would be a duty of care. See Lubin v. Sybedon Corp., 688 F.Supp. 1425, 1455 (S.D.Cal.1988) (<HOLDING>) Thus, the 18th claim will not be dismissed. E. Options: A. holding that because 3c11 applies to attempts to obstruct justice it is not essential that the threat be communicated to the target B. holding that more than notice to a defendant is required C. holding that the plaintiff had failed to prove the defendants reasons for not hiring the plaintiff were pretext because the plaintiff failed to submit any evidence other than her own subjective testimony that she was more qualified for the job than the selectee D. holding that to be actionable the words must be communicated or published to someone other than the plaintiff E. holding that attorneys representations communicated to plaintiff were more similar to roberts than goodman

assistant: The best answer is E. holding that attorneys representations communicated to plaintiff were more similar to roberts than goodman
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 of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of such counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto.

assistant: Interpretations
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: offense or was responsible for organizing others for the purpose of carrying out the crime.” United States v. Yi, 704 F.3d 800, 807 (9th Cir.2013) (citation and internal quotation marks omitted). We conclude that the district court committed two legal errors in conducting this analysis. First, the court did not address Washington’s control over others rse, consider departing from the applicable guidelines range if it believes the enhancement overstates the defendant’s culpability. See Koon v. United States, 518 U.S. 81, 92, 116 S.Ct. 2035, 135 L.Ed.2d 392 (1996). But when determining eligibility for the safety valve, the court must apply the enhancement according to its plain terms, without regard to departures. See United States v. Valencia-Andrade, 72 F.3d 770, 773-74 (9th Cir.1995) (<HOLDING>). Second, the court erred by importing the Options: A. holding that a defendant cannot collaterally challenge a prior conviction used to calculate criminal history points B. holding that 24 criminal history points was so high that even placement in category vi did not adequately reflect the seriousness of the defendants criminal past C. holding that a court calculating defendants criminal history points for purposes of safety valve eligibility must do so without considering departures D. holding a court may consider a defendants criminal history even if that history is included in the defendants criminal history category E. holding that an aggravated misdemeanor conviction under section 7191 is a felony for purposes of assessing criminal history points under ussg 4a12c

assistant: The best answer is C. holding that a court calculating defendants criminal history points for purposes of safety valve eligibility must do so without considering departures
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: more thañ a patent upon the abstract idea itself. Alice, 134 S.Ct. at 2355. The U.S. Supreme Court has made clear that a transformation of an abstract idea to a patent-eligible application of the idea requires more than simply reciting the idea followed by “apply it.” Id. at 2357 (quoting Mayo, 132 S.Ct. at 1294). In that regard, the Federal Circuit has repeatedly held that “[fjor the role of a computer in a computer-implemented invention to be deemed meaningful in the context of this analysis, it must involve more than the performance of ‘well-understood, routine, [and] conventional activities previously known to the industry.’.” Content Extraction, 776 F.3d at 1347-48 (quoting Alice, 134 S.Ct. at 2359) (alterations in original); see also Mortgage Grader, 811 F.3d at 1324-25 (<HOLDING>); Bancorp Servs., 687 F.3d at 1278 (“To salvage Options: A. holding that constitutional claim must be fairly presented to state court in order to satisfy exhaustion requirement B. recognizing that substantial numbers usually satisfy the numerosity requirement C. holding that generic computer components such as an interface network and database do not satisfy the inventive concept requirement D. recognizing that churches satisfy the jurisdictional requirement of 844i E. holding that petitioners allegation that it is the owner of adjoining property does not satisfy the pleading requirement

assistant: The best answer is C. holding that generic computer components such as an interface network and database do not satisfy the inventive concept requirement
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 to the extent otherwise mentioned, referred to or otherwise provided herein, this Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, whether written or oral, between the Parties concerning the subject matter hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: appeals from the July 28, 2005 judgment of the United States District Court for the District of Connecticut (Arterton, J.) granting Defendants-Appellees’ motions to dismiss his civil-rights complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). We presume the parties’ familiarity with the facts and the issues on appeal. “We review de novo a district court’s dismissal of a complaint pursuant to Rule 12(b)(6), construing the complaint liberally, accepting all factual allegations in the complaint as true, and drawing all reasonable inferences in the plaintiffs favor.” Chambers v. Time Warner, Inc., 282 F.3d 147, 152 (2d Cir.2002). This Court may affirm on any basis evident from the record. See Riverwoods Chappaqua Corp. v. Marine Midland Bank, N.A., 30 F.3d 339, 343 (2d Cir.1994) (<HOLDING>) (internal quotation marks and citation Options: A. holding that an appellate court may affirm the result reached by a district court on alternative grounds B. holding that despite a trial courts failure to make specific factual findings an appellate court is free to affirm on any grounds for which there is sufficient record to permit conclusions of law C. holding that an appellate court can affirm a district courts order on any basis for which there is a record sufficient to permit conclusions of law including grounds upon which the district court did not rely D. holding this court may affirm on any grounds supported by the record even if different from the district courts grounds E. holding that the appeals court may affirm the ruling of the district court on any basis which the record supports

assistant: The best answer is C. holding that an appellate court can affirm a district courts order on any basis for which there is a record sufficient to permit conclusions of law including grounds upon which the district court did not rely
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 HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, CONTROVERSY OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE PARTIES HERETO ARISING OUT OF OR RELATING IN ANY WAY TO THE EMPLOYMENT OF CZEREPAK OR TERMINATION THEREOF OR FOR ANY COUNTERCLAIM THEREIN. THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT OF COMPETENT JURISDICTION AS PROVIDED HEREIN AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have delivered, or caused to be delivered, to the Purchaser evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.4.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified U.S. mail, postage prepaid with return receipt requested, and by regular U.S. mail, postage prepaid, to Executive’s address, in the case of notices to Executive, and to the principal executive office of the Corporation, in the case of notice to the Corporation or the Bank.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by the Company or the Investor, by written notice to the other, if the Closing has not been consummated by the third Business Day following the date of this Agreement; provided that no such termination will affect the right of any party to sue for any breach by the other party (or parties).

assistant: Terminations
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 Investor shall use one or more broker-dealers to effectuate all sales, if any, of Securities that it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be unaffiliated with the Investor and not then currently engaged or used by the Company (collectively, the “ Broker-Dealer ”). The Investor shall, from time to time, provide the Company with all information regarding the Broker-Dealer reasonably requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not exceed customary brokerage fees and commissions.

assistant: Brokers
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: all errors not so distinctly specified, shall be considered by the Supreme Court as waived.” Act approved Feb. 11, 1850, 3rd Leg., R.S., ch. 139, § 9, 1850 Tex. Gen. Laws 171, 173-74, reprinted in 3 Gammel, Laws of Texas 1847-1854, at 609, 611-12 (1898). Both statutes were made applicable to the courts of civil appeals when those courts were organized. See Act approved Apr. 13,1892, 22nd Leg., 1st C.S., ch. 15, §§ 24, 25, 1892 Tex. Gen. Laws 25, 29, reprinted in 10 Gammel, Laws of Texas 1891-1897, at 389, 393 (1898). Although by its terms, the 1850 statute appeared to repeal the 1846 statute, our courts continued to consider fundamental error without acknowledging any effect of the 1850 statute. See Ramsey, 205 S.W.2d at 982. But see Oar v. Davis, 105 Tex. 479, 151 S.W. 794, 796 (1912) (<HOLDING>). In one of the first cases to construe the Options: A. holding that similar statutes should be harmonized and construed together when possible in a way that facilitates their operation and the achievement of their goals internal citation omitted B. holding that rule of construction that specific statutory provisions control general ones should not be applied where provisions can be harmonized C. holding that the statutes abrogated the common law D. holding that the statutes could be harmonized E. holding such statutes are not analogous statutes of limitation for erisa purposes

assistant: The best answer is D. holding that the statutes could be harmonized
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice given at any time to the Company, if the Closing has not been consummated on or before August 31, 2016; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

assistant: Terminations
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 and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. Any cooperation pursuant to this Section 8(b) is subject to the Company’s obligation to (i) reimburse the Executive for any expenses incurred during activities reasonably performed at the Company’s request pursuant to this Section 8(b), subject to the same standards and procedures as apply to business expense reimbursements pursuant to the Company’s Travel and Expense reimbursement policy, and (ii) compensate the Executive at a daily rate equal to the Executive’s annual Base Salary as of the date of the Executive’s separation from employment, divided by 365, to the extent that the Executive reasonably expends any time in performing activities at the Company’s request pursuant to this Section 8(b) at any time after the Executive’s separation from employment; provided that the Executive acknowledges that he shall not at any time be entitled to compensation for time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials.

assistant: Litigations