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: After the Closing Date, Buyers shall, and shall cause the Acquired Companies to, consistent with its record keeping policies but not less than until the seventh (7th) anniversary of the Closing Date, retain all books, records, and other documents of the Acquired Companies relating to periods prior to the Closing and, except as prohibited by applicable Law, make the same available for inspection and copying by Sellers (at Sellers’ expense) during normal business hours, upon reasonable request, and upon reasonable notice; provided that Buyers shall, and shall cause the Acquired Companies to, make the same available for inspection and copying within two (2) Business Days following the date Sellers’ request is received by Buyers. Buyers shall not, and shall cause the Acquired Companies not to, destroy or permit to be destroyed any such books, records, or documents after said anniversary of the Closing Date without first advising Sellers in writing and giving Sellers a reasonable opportunity to obtain possession thereof. After the Closing Date, Sellers shall, and shall cause their applicable Affiliates to, consistent with its record keeping policies but not less than until the seventh (7th) anniversary of the Closing Date, retain all books, records, and other documents of the Acquired Companies, if any, relating to periods prior to the Closing which are not purchased by Buyer hereunder and, except as prohibited by applicable Law, make the same available for inspection and copying by Buyers (at Buyers’ expense) during normal business hours, upon reasonable request, and upon reasonable notice; provided that Sellers shall make the same available for inspection and copying within two (2) Business Days following the date Buyers’ request is received by Sellers. Sellers shall not, and shall cause its applicable Affiliates not to, destroy or permit to be destroyed any such books, records, or documents after said anniversary of the Closing Date without first advising Buyers in writing and giving Buyers a reasonable opportunity to obtain possession thereof.

assistant: 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you lose access to your account for any reason , linden lab may , but is not required to , attempt to restore access to your account by verifying your registration data .

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: terms, as Justice Holmes put it, a “conspiracy is a partnership in criminal purposes.” United States v. Kissel, 218 U.S. 601, 608, 31 S.Ct. 124, 126, 54 L.Ed. 1168 (1910). Because most conspiracies are “clandestine in nature,” 2 Wayne R. LaFave, Substantive Criminal Law § 12.2(a), at 266 (2d ed.2003), by “the very nature of the offense, it often may be established only by indirect and circumstantial evidence,” Wright, 224 Va. at 505, 297 S.E.2d at 713 (quoting Floyd v. Commonwealth, 219 Va. 575, 580, 249 S.E.2d 171, 174 (1978)). It is a rare case where any “formal agreement among alleged conspirators” can be established. Wilder Enter, v. Allied Artists Pictures Corp., 632 F.2d 1135, 1141 (4th Cir.1980); see also Combs v. Commonwealth, 30 Va.App. 802, 810, 520 S.E.2d 400, 404 (1999) (<HOLDING>). As often as not, conspirators play different Options: A. holding that proof of an explicit agreement is not required B. holding that a theory of recovery pleaded but not submitted to the jury by explicit agreement need not be considered on appeal C. holding a party breaches a plea agreement by acting in a manner not specifically prohibited by the agreement but still incompatible with explicit promises made in the agreement D. holding that expert proof was not required for an asserted claim of ordinary negligence E. holding that proof of an overt act is not required in a 846 conspiracy

assistant: The best answer is A. holding that proof of an explicit agreement is not required
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: state civil rights laws. Id. As noted by Professor Bonfield, “the federal act ... recognizes the continued effectiveness of state fair employment laws and provides that they will retain a vital and perhaps dominant role in this area.” Arthur E. Bonfield, The Substance of American Fair Employment Practices Legislation I: Employers, 61 Nw. U. L. Rev. 907, 919 (1967). A 23, 335 (4th Cir. 2013) (finding a prior case to have no precedential value on a question because the issue was not contested in the earlier case); Goldberger v. Integrated Res., Inc., 209 F.3d 43, 49 (2d Cir. 2000) (earlier case was not precedent because “that issue was neither contested by the parties, nor addressed by the panel”); Fulton Found. v. Wis. Dep’t of Taxation, 13 Wis.2d 1, 108 N.W.2d 312, 316-17 (1961) (<HOLDING>); Silver Lake Sanitary Dist. v. Wis. Dep’t of Options: A. holding that the supreme court will not issue advisory opinion on issue not before the court B. holding a prior case was not precedent on an issue when the issue was not contested C. holding that remand was meaningless on one issue but still remanding the case to the agency on another issue D. holding that claim preclusion did not apply even though the legal theory at issue in that case was addressed in a previous case because the case at issue was based on a different set of operative facts E. holding previous case when no one challenged the issue could not be precedent on the issue

assistant: The best answer is E. holding previous case when no one challenged the issue could not be precedent on the issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: issues such as inmate rights and security. Compliance does not depend on whether the jail is run by a sheriff, a jail warden, the State, a county, a combination of counties, a city, or anyone else. The Commissioners have claimed that, because of these standards, the State and the State alone controls the Sheriffs operation of the County Jail. The conclusion is erroneous. According to state regulations, the Commissioner’s audit is forwarded to “the managing official and other authorities of the jurisdiction.” Md.Regs.Code 12.14.01.02(c). The broad standards often require only the establishment of written policies to cover situations, leaving open room for interpretation and sheriff and county responsibility for implementation. See Weber v. Dell, 804 F.2d 796, 803 (2d Cir.1986) (<HOLDING>), cert. denied, 483 U.S. 1020, 107 S.Ct. 3263, Options: A. holding that mandatory visual strip search policy in county jail was unconstitutional B. holding that the sheriffs hiring and firing of personnel to provide food service to the county jail is not a time immemorial principal and important duty that characterizes and distinguishes the office of sheriff and as such is not within the sheriffs constitutional powers C. holding that policy requiring strip searches of prisoners prior to transfer did not violate fourth amendment D. holding that sheriffs deputies were not employed in the service of marshall county and that the county personnel board therefore had no jurisdiction to review their respective terminations ordered by the sheriff E. holding that a state administrative prison code requiring thorough searches did not mandate the sheriffs decision to implement a strip search policy and therefore the county not the state was liable

assistant: The best answer is E. holding that a state administrative prison code requiring thorough searches did not mandate the sheriffs decision to implement a strip search policy and therefore the county not the state was liable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Effective Date, Parent does not have any subsidiaries other than those Subsidiaries listed on Schedule 3.12. Schedule 3.12 correctly sets forth, as of the Effective Date, (a) the percentage ownership (direct or indirect) of Parent in the Equity Interests of its Subsidiaries and also identifies the direct owner thereof and (b) the jurisdiction of organization of each such Subsidiary.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.

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: so the fact that the Mossberg shotgun was found in the apartment is not evidence that he participated in the burglary; and (2) the accomplice, Do, testified that it was he who placed the shotgun in Cao’s closet, not Cao himself, and thus the officer’s recovery of the stolen gun from Cao’s closet is insufficient corroboration of Do’s testimony. We disagree. While the recovery of the stolen shotgun in Cao’s apartment standing alone does not establish his guilt, it is evidence that tends to connect Cao to the commission of the Greenside burglary. See, e.g., Herron v. State, 86 S.W.3d 621, 633 (Tex.Crim.App.2002) (stating that appellant’s possession of stolen property is a factor that connects appellant to offense); Edwards v. State, 106 S.W.3d 833, 843 (Tex.App.-Dallas 2003, pet. ref'd) (<HOLDING>). Do testified that he and Cao opened Le’s safe Options: A. holding recovery of stolen guns from trunk of accuseds car was insufficient corroboration of testimony of accomplice who lived with accused and used his car B. holding that recovery of trash containing stolen property from outside appellants apartment is factor that tends to corroborate accomplice testimony C. holding that the value of property taken includes cash that was stolen but not transferred from stolen car to getaway car because property removed from its rightful owner is properly considered taken even if it is immediately thereafter recovered D. holding that exclusive possession of recently stolen goods warrants the inference that he stole all of the property for which the defendant is accused of taking provided all the property was stolen at the same time emphasis added E. holding that the property owners testimony alone placed the value of the stolen property above the amount necessary to constitute grand larceny

assistant: The best answer is B. holding that recovery of trash containing stolen property from outside appellants apartment is factor that tends to corroborate accomplice testimony
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: Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment mutatis mutandis .

assistant: Defined 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: 2014 WL 1246144 (D.Ariz. Mar. 26, 2014) (“An insurer may recover under equitable contribution from only those insurers to whom the insured has tendered the claims at issue.”); St. Paul Fire & Marine Ins. Co. v. Ohio Cas. Ins. Co., CV-11-1954-PHX-SMM, 2014 WL 1285824 (D.Ariz. Mar. 28, 2014) (insurer’s duty to defend arose when defense was tendered). Navigators asserts that there are factual issues as to whether it should recover the whole $107,437.64 in defense costs, but presents no factual issues to justify that assertion. (Doc. 49 at 18.) Nationwide concedes that Navigators “would only be entitled to recover an equitable share of those defense costs that post-date the tender.” (Doc. 35 at 13) (citing Manny v. Anderson’s Estate, 117 Ariz. 548, 550, 574 P.2d 36, 38 (Ct.App.1977) (<HOLDING>).) Navigators asserts that it incurred Options: A. holding that insurer had a continuing duty to defend B. holding the obligation to defend does not arise until the insurer is presented with a complaint C. holding that where excess policy provided that duty to defend did not arise until the underlying insurance was exhausted by payments of judgments settlements and any cost or expense subject to such limit excess insurers duty to defend did not arise until the payment of the settlement D. holding that an insurer had a duty to defend the insured until it could establish that those claims were not supported by the facts E. holding despite authority for the general proposition that the duty to defend is determined based on the allegations of the complaint that an insurer had no duty to defend where the underlying claim was covered by the policy based on the facts pleaded in complaint but other facts not appearing in the complaint excluded coverage

assistant: The best answer is B. holding the obligation to defend does not arise until the insurer is presented with a complaint
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 laws of North Carolina shall be the controlling law in all matters relating to this Letter Agreement, without giving effect to principles of conflicts of laws. The Company shall apply and administer this Letter Agreement in a manner such that the Employee Retirement Income Security Act of 1974, as amended, does not apply to this Letter Agreement.

assistant: Applicable 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: See I.C. § 34-23-1. The tort of medical malpractice also predates the MMPA and came as a development of the common law. See Johnson, 273 Ind. at 387, 404 N.E.2d at 594 (noting that the relationship of health care provider and patient imposed a common law legal duty upon the health care provider). So, too, did derivative causes of action for loss of services, etc., for tortious injuries to spouses and children. See Dearborn Fa bricating and Eng'g Corp., Inc. v. Wickham, 551 N.E.2d 1135, 1136 (Ind.1990) (discussing a parent's common law claim for injuries to a child and a person's common law claim for injuries to a spouse). Children, at common law, have no claim for loss of services, etc., by reason of tor-tious injury to a parent. See Dearborn Fabricating, 551 N.E.2d at 1139 (<HOLDING>). If this case were for the death or injury to Options: A. recognizing that loss of consortium is a right of action separate from that of the spouse B. recognizing cause of action for loss of consortium C. holding that at common law a child may not maintain an action for loss of parental consortium when the parent is negligently injured by a third person D. recognizing loss of consortium claims E. holding that wifes recovery for loss of consortium should not be reduced by the proportion of negligence attributable to husband because claim for loss of consortium is independent of the damages claim of the injured spouse

assistant: The best answer is C. holding that at common law a child may not maintain an action for loss of parental consortium when the parent is negligently injured by a third person
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: not under Rule 21 but Rule 42(b) and effects merely a “separation of claims in an action in which multiple parties have been joined.”) (emphasis omitted). The confusion that can arise from loose talk of “severance” where in fact only a separation of claims has occurred, together with the impact the distinction can have on appellate jurisdiction, occasionally has provoked judicial frustration. See Spencer, White & Prentis, Inc. v. Pfizer, 498 F.2d 358, 359 (2 d Cir.1974) (speaking of the “tangle of Rules 21, 42(b) [and] 54(b)”). In the context of removal to federal court in diversity jurisdiction, the mere fact that an order of a state court purports to have “severed” claims generally is insufficient to make a case removable. See Nolan v. Boeing Co., 919 F.2d 1058, 1067 (5th Cir.1990) (<HOLDING>); Phillips v. Unijax, Inc., 625 F.2d 54, 56 Options: A. holding that diversitydefeating parties were not severed from a case so as to permit removal to federal court where article 1038 of the louisiana code of civil procedure pursuant to which the severance was made authorizes separate trials rather than a true severance B. holding the lumpsum payment of a severance benefit to be evidence of lack of an administrative scheme C. holding that a plan providing severance pay for reduction in work force simply did not contemplate the effect of a sale of a business on the availability of severance pay D. holding that severance pay policy was part of employment contract E. holding that death qualification of jury is not of itself grounds for severance of a noncapital defendant

assistant: The best answer is A. holding that diversitydefeating parties were not severed from a case so as to permit removal to federal court where article 1038 of the louisiana code of civil procedure pursuant to which the severance was made authorizes separate trials rather than a true severance
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 has disclosed (directly or through disclosure in its reports filed with the SEC) to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Company or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

assistant: Disclosures
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, the Operating Sub and their respective subsidiaries are corporations, duly organized, validly existing and in good standing under the Laws of the jurisdiction in which they are incorporated. The Company has the full corporate power and authority and all necessary certificates, licenses, approvals and Permits to: (i) enter into and execute this Agreement and the Transaction Documents and to perform all of its Obligations hereunder and thereunder; and (ii) own and operate its Assets and properties and to conduct and carry on its business as and to the extent now conducted and currently contemplated to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business or the ownership or use and operation of its Assets or properties requires such qualification, except to the extent that failure to so qualify will not result in a Material Adverse Effect.

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: All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile or email or sent by a nationally recognized overnight courier service, such as Federal Express, in each case, addressed as follows: (a) if to Parent or Merger Sub, in accordance with the provisions of the Merger Agreement with a copy sent to the Company, also in accordance with the provisions of the Merger Agreement and (b) if to Stockholder, to Stockholder’s address, facsimile number or email address set forth on a signature page hereto, or to such other address, facsimile number or email address as Stockholder may hereafter specify in writing to Parent and Merger Sub by like notice made pursuant to this Section 4.1 , with a copy sent to the Company, in accordance with the provisions of the Merger Agreement.

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 contains all the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Executive represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter, basis or effect of this Agreement or otherwise.

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: (citing Mercantile Bank v. Hoyle (In re Hoyle), 183 B.R. 635, 638 (Bankr.D.Kan.1995); Bank One Columbus, N.A. v. McDonald (In re McDonald), 177 B.R. 212, 216-17 (Bankr.E.D.Pa.1994); Chase Manhattan Bank v. Weiss (In re Weiss), 139 B.R. 928 (Bankr.D.S.D.1992); Household Card Serv./Visa v. Vermillion (In re Vermillion), 136 B.R. 225, 226-27 (Bankr.W.D.Mo.1992)). 50 . Sears, Roebuck and Co. v. Hernandez (In re Hernandez), 208 A. 62 . Field v. Mans, — U.S. -, -, 116 S.Ct. 437, 444, 133 L.Ed.2d 351 (1995). See also Household Credit Serv., Inc. v. Walters (In re Walters), 208 B.R. 651, 653 (W.D.La.1997). 63 . Id. 64 . Id. (quoting, Restatement (Second) of Torts, § 541, Comment a (1976)). 65 . Id. 66 . Id. (quoting, Restatement (Second) of Tort In re Ward), 857 F.2d 1082, 1085 (6th Cir.1988) (<HOLDING>); Household Credit Serv., Inc. v. Walters (In Options: A. holding that at a minimum a credit check must be preformed before a credit card is issued in order to have any resulting debt declared nondischargeable B. holding the assumption of a credit card debt to be nondischargeable based on a waiver of alimony and a significant disparity of income C. holding that student debt declared nondischargeable remains subject to the automatic stay D. holding arbitration clause in credit card agreement unconscionable E. recognizing statutory credit

assistant: The best answer is A. holding that at a minimum a credit check must be preformed before a credit card is issued in order to have any resulting debt declared nondischargeable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower or Guarantor therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower or Guarantor shall entitle Borrower or Guarantor to any other or future notice or demand in the same, similar or other circumstances.

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

user: The Recipient agrees that if the Recipient is required by any law, court or governmental order to disclose any Confidential Information, the Recipient will provide CEDC, to the extent practicable and legally permissible, with prompt written notice of such requirement so that CEDC or the applicable member of the CEDC Group may seek an appropriate protective order with respect thereto.

assistant: No
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 irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party hereto or its Affiliates against any other party hereto or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties hereto agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date of this Agreement, the authorized capital of the Company consists of 500,000,000 common shares and 5,000,000 preferred shares, without par value, of which 52,829,398 common shares are issued and outstanding as of June 7, 2016, all of which have been duly authorized and validly issued and are fully paid and non-assessable. As of the date of this Agreement, (i) 3,432,194 common shares are reserved for issuance pursuant to the Company’s stock option plan (including nil common shares reserved for issuance upon settlement of outstanding Company restricted stock units and 425,152 common shares reserved for issuance upon exercise of outstanding Company stock options) and (ii) 69,734,288 common shares are reserved for issuance pursuant to the Warrant Agreement. Except as set forth in the Company SEC Documents (as defined below), there are no stockholders agreements, voting agreements (except for those Voting Agreements to be entered between the Investors and Aegerion) or other similar agreements with respect to the Company’s capital stock to which the Company is a party.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: except as provided in section 19.12 and subject to section 15.8 , this section 19 will survive any termination of these terms and will continue to apply even if you stop using the airbnb platform or terminate your airbnb account .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless this Agreement is earlier terminated in accordance with Article XIII, the closing of the Merger (the “ Closing ”) shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York, at 10:00 a.m. local time, on or before February 18, 2017, subject to the satisfaction or waiver (to the extent permitted by applicable law) of the conditions set forth in Article X. The parties may participate in the Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to as the “ Closing Date ”. At the Closing, the parties hereto shall cause the Certificate of Merger to be filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of Delaware Law, and, as soon as practicable on or after the Closing Date, shall make any and all other filings or recordings required under Delaware Law. The Merger shall become effective at such date and time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such other date and time as Merger Sub and the Company shall agree in writing and shall specify in the Certificate of Merger (the date and time the Merger becomes effective being the “ Effective Time ”).

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: There are no pending actions, suits or proceedings against or affecting the Company or any of its properties; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened, except any such proceeding, which if resolved adversely to the Company, could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate. Neither the Company nor any director or officer thereof, is or has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act.

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: The internal law of the State of New York will govern and be used to construe this Termination without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

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: evidence. Adidas instead argues that this omission is not an automatically reversible error. Similarly, the PTO argues that the Board did not err because it “implicitly found that reducing waste was not a long-felt but unresolved need.” Intervenor Br. 19 (emphasis added). Because long-felt need is indisputably a secondary consideration, see Graham, 383 U.S. at 17-18, 86 S.Ct. 684, our precedent dictates that the Board is bound to fully consider properly presented evidence on the long-felt need for a claimed invention. Recognizing that the Board operates under stringent time con-straintSj we do not hold that it is obliged to explicitly address conclusory and unsupported arguments raised by a litigant. Cf. Fresenius USA Inc. v. Baxter Int’l, Inc., 582. F.3d 1288, 1296 (Fed.Cir.2009) (<HOLDING>). Under the particular circumstances presented Options: A. holding that the appellant waived an argument listed only in his summary of the argument B. holding that a party cannot preserve an argument if it presents only a skeletal or undeveloped argument to the trial court C. holding that it is the burden of the party who failed to preserve his argument to demonstrate plain error D. holding that a party waives an argument if the party fails to elaborate or provide any citation of authority in support of the argument E. recognizing that it is not enough merely to mention a possible argument in the most skeletal way leaving the court to do counsels work

assistant: The best answer is B. holding that a party cannot preserve an argument if it presents only a skeletal or undeveloped argument to the trial court
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, Guarantor and Indemnitor agree to cooperate with Lender (and agree to cause their respective officers and representatives to cooperate) in connection with any transfer made pursuant to this Article IX , including, without limitation, the taking, or refraining from taking, of such action as may be necessary to satisfy all of the conditions of any Investor, the delivery of an estoppel certificate required in accordance with Section 5.1.15 hereof and such other documents as may be reasonably requested by Lender, and the execution of amendments to this Agreement, the Note, the Security Instrument and other Loan Documents and Borrower’s organizational documents as reasonably requested by Lender; provided that the reasonable costs incurred for such cooperation shall be paid by Lender and no changes to the Loan Documents shall be required which are adverse to Borrower’s interests, as determined by Borrower in its reasonable discretion.

assistant: Cooperation
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: evaluation of the grounds offered by the district court to support its decision, but may affirm on any grounds apparent from the record.” Suter v. United States, 441 F.3d 306, 310 (4th Cir.2006) (internal quotation marks omitted). As an additional basis for affirmance, Kimble’s complaint failed to allege any facts related to Washington Laser Eye Center’s citizenship, and the court was entitled to dismiss the action based on Defendants’ facial jurisdictional challenge. See Kerns, 585 F.3d at 192. In addressing the dismissal order, Kim-ble raises a number of arguments for the first time on appeal or for the first time in his appellate reply briefs. These issues are not properly before us, and we decline to consider them. See Yousefi v. INS, 260 F.3d 318, 326 (4th Cir.2001) (per curiam) (<HOLDING>); Muth v. United States, 1 F.3d 246, 250 (4th Options: A. holding argument not raised in opening brief but raised for the first time in reply brief was waived B. recognizing that issues raised in reply brief generally are not considered C. holding issues raised for the first time in a reply brief are not properly before this court D. holding that an argument raised only in fact section of opening brief and in reply brief is not properly raised E. holding that issues raised for the first time in a reply brief are not reviewable

assistant: The best answer is B. recognizing that issues raised in reply brief generally are not 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: there is ample objective evidence that all of defendant’s statements were voluntary, pointing out that defendant was aware of his rights, was advised of his rights several times on May 2, is of above-average intelligence, and had been involved previously in the criminal justice system. Acknowledging that defendant was only nineteen at the time, the State contends that he was an adult and was able to understand his rights and to waive them. The State therefore urges this Court to reject defendant’s assertion “that the detectives told the defendant that he had no choice but to talk to them,” arguing that the detectives merely suggested that defendant would not be free of his own guilty knowledge unless he told them the truth. See State v. Miller, 76 N.J. 392, 398, 388 A.2d 218 (1978) (<HOLDING>). Third, the State asserts that .defendant’s Options: A. holding inconsistent out of court statements otherwise admissible not admissible against government in criminal prosecution B. holding that defendants statements made to an informant were admissible even though the informant lied about his identity C. holding that defendants statements were admissible even though interviewing officer said youve got to tell me the truth D. holding standards for interviewing children that had allegedly been sexually abused not clearly established and defendants were entitled to qualified immunity E. holding that where a defendant expressly manifested his belief in the truth of the statements contained in the motion to dismiss thereby adopting those statements as his own such statements are admissible against the defendant in the states case in chief

assistant: The best answer is C. holding that defendants statements were admissible even though interviewing officer said youve got to tell me the truth
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: Licensee shall comply with all applicable laws and regulations, in all material respects including safety legislation, importation/exportation of materials, manufacture, marketing, distribution, and all other activities associated with the Entsorgafin Technology. Licensor accepts no responsibility or liability for, and Licensee agrees to defend and hold Licensor harmless from any actions arising from the noncompliance of Licensee or its Affiliates with any applicable laws and regulations. Licensee shall be responsible for the compliance of its Affiliates with all applicable laws and regulations .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Prior to the consummation of the first Change in Control to occur following the adoption of this Plan, this Plan may be amended or terminated by the Administrator at any time and from time to time, in its sole discretion. For a period of one year from and after the consummation of such Change in Control, this Plan may not be amended, modified, suspended or terminated except with the express written consent of each Participant who would be adversely affected by any such amendment, modification, suspension or termination. After the expiration of such one-year period, this Plan may again be amended or terminated by the Administrator at any time and from time to time, in its sole discretion (provided, that no such amendment or termination shall adversely affect the rights of any Participant who has experienced a Qualifying Termination on or prior to such amendment or termination).

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 case excerpt and choose the best holding from the options. Case excerpt: existence of an extra-contractual duty between the parties, giving rise to a cause of action in tort separate from one based on the contract itself. The plaintiffs do not argue that their negligence claim falls into one of the three recognized exceptions, but they attempt to fashion a duty from the note-and-mortgage contract, from common law, and from GMAC Mortgage’s obligations under RES-PA. See PI. Reply Br. 8-15. However, each duty that the plaintiffs identify has its root in the note-and-mortgage contract itself. No matter GMAC Mortgage’s failings, the contract itself cannot give rise to an extra-contractual duty without some showing of a fiduciary relationship between the parties. See Judd v. First Federal Sav. & Loan Ass’n of Indianapolis, 710 F.2d 1237, 1241-Í2 (7th Cir.1983) (<HOLDING>); Ploog v. HomeSide Lending. Inc., 209 Options: A. holding an employee manual did not create contract restricting the employmentatwill relationship B. holding under indiana law that mortgage contract did not create a trust requiring the mortgagee to account to the mortgagors as beneficiaries nor did it transform a traditional debtorcreditor relationship into a fiduciary relationship C. holding that relationship between executor and estates beneficiaries is one that gives rise to fiduciary duty as matter of law D. holding that while the contract did not establish a formal fiduciary relationship the pleadings were sufficient to raise an issue as to the existence of an informal one E. holding that a mortgagee could enforce mortgage covenants requiring the mortgagors to keep the property free of encumbrances even after it foreclosed by advertisement and purchased the property for the full amount of the mortgage debt because the mortgage covenants concerned title to the mortgaged property rather than repayment of the debt

assistant: The best answer is B. holding under indiana law that mortgage contract did not create a trust requiring the mortgagee to account to the mortgagors as beneficiaries nor did it transform a traditional debtorcreditor relationship into a fiduciary relationship
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: At all times, both during my employment and after its termination, I will keep and hold all Proprietary Information in strict confidence and trust. I will not use or disclose any Proprietary Information without the prior written consent of the Company in each instance, except as may be necessary to perform my duties as an employee of the Company for the benefit of the Company. Upon termination of my employment with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company, and I will not take with me or retain in any form any documents or materials or copies containing any Proprietary Information.

assistant: Confidentiality