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: The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the Company’s equity incentive plans or employee stock purchase plans or pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by Buyer of this Agreement and each of the Transaction Documents to which it is a party do not and will not with the passing of time or the giving of notice or both (i) violate or conflict with any provision of the organizational documents of Buyer, (ii) violate or conflict with any Legal Requirements applicable to, binding upon or enforceable against Buyer, (iii) result in the breach of or constitute a default under any indenture or loan or credit agreement or any other written agreement or instrument to which Buyer is presently a party or by which Buyer or its property or assets is presently bound or affected, (iv) result in the creation or imposition of any mortgage, lien, pledge, security interest, charge or other encumbrance in, upon or on any of the properties or assets of Buyer, or (v) require the approval of or any exemption from any governmental authority or third party not heretofore obtained.

assistant: No Conflicts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Address for notice for the Company is as shown above, or as subsequently modified by written notice. Address for notice for Employee is the address shown on the records of the Company.

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 executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

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: EACH PARTY TO ANY LOAN PAPER, IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS (AND IN THE CASE OF BORROWER, FOR EACH OTHER COMPANY), (a) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW YORK; (b) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE OBLIGATION BROUGHT IN DISTRICT COURTS OF NEW YORK, NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; (c) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY OF THE AFOREMENTIONED COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (d) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THOSE COURTS IN ANY LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, BY HAND-DELIVERY, OR BY DELIVERY BY A NATIONALLY RECOGNIZED COURIER SERVICE, AND SERVICE SHALL BE DEEMED COMPLETE UPON DELIVERY OF THE LEGAL PROCESS AT ITS ADDRESS SET FORTH IN THIS AGREEMENT; (e) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY TO ANY LOAN PAPER ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS OR THE OBLIGATION MAY BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS; AND (f) IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN PAPER. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Borrower (for itself and on behalf of each other Company) acknowledges that these waivers are a material inducement to Administrative Agent’s and each Lender’s agreement to enter into a business relationship, that Administrative Agent and each Lender have already relied on these waivers in entering into this Agreement, and that Administrative Agent and each Lender will continue to rely on each of these waivers in related future dealings. Borrower (for itself and on behalf of each other Company) further warrants and represents that it has reviewed these waivers with its legal counsel and that it knowingly and voluntarily agrees to each waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 14.9 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN PAPER. In the event of Litigation, this Agreement may be filed as a written consent to a trial by the court.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the court erred by conflating DOT’s authority to regulate highway access with its power to condemn private property through eminent domain and that defendants’ redress for the driveway closure was limited to the procedures set forth in the Access Act. Because the court mistakenly allowed defendants to present evidence of diminished value due to altered internal traffic circulation, the State maintains that the jury verdict should be vacated and the matter remanded for a new just compensation trial. Consideration of the State’s claims of error in the trial court’s evidentiary ruling and jury charge calls for de novo review. Manalapan Realty, L.P. v. Manalapan Twp. Comm., 140 N.J. 366, 378, 658 A.2d 1230 (1995); see also Dempsey v. Alston, 405 N.J.Super. 499, 509, 966 A.2d 1 (App.Div.) (<HOLDING>), certif. denied, 199 N.J. 518, 973 A.2d 386 Options: A. recognizing that the constitutionality of a statute is a question of law subject to de novo review B. holding that when trial courts decision turns on question of law appellate review is de novo C. holding that the appellate standard of review of ineffectiveness claim is de novo D. holding that an appellate court reviews a trial courts grant of a summary judgment motion de novo because it is a question of law E. holding that the proper review for the trial courts application of the law is de novo

assistant: The best answer is B. holding that when trial courts decision turns on question of law appellate review is de novo
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 Performance Shares and the number of Shares issuable for the Performance Shares and the other terms and conditions of the Award evidenced by this Agreement are subject to adjustment as provided in Section 12 of the Plan.

assistant: Adjustments
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 Consents necessary or appropriate for consummation of the transactions contemplated by the Transaction Agreements shall have been obtained, including the approval of the board of directors of the Company, including, with respect to the Initial Closing, as described in the third paragraph of subsection 3.7 of the Disclosure Schedules.

assistant: Consents
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 which did not provide any indication of the grounds on which it was based. We noted that a requirement that District Courts accompany such orders with some articulation of their reasoning would not impose a serious burden, would assist parties in crafting appellate briefs responsive to dis-positive issues, and would clearly frame appellate review. Thus, we exercised our supervisory power “to require the district courts in this circuit to accompany grants of summary judgment hereafter with an explanation sufficient to permit the parties and this court' to understand the legal premise for the court’s order.” Vadino, 903 F.2d at 259. Other situations in which we have established similar supervisory rules include, e.g., Sowell v. Butcher & Singer, Inc., 926 F.2d 289, 295 (3d Cir.1991) (<HOLDING>) (citation and internal quotation marks Options: A. holding defendants failure to file motion for judgment notwithstanding verdict did not prevent district court from granting motion for directed verdict for which court reserved decision B. holding that a court entering a directed verdict pursuant to rule 50 should set forth an explanation sufficient to permit this court to understand the legal premise for the courts order C. holding that appellate court will not remand a case to the district court for a violation of rule 50 if the district courts rationale is apparent from the record D. holding that the trial court erred in granting the school boards posttrial motion for directed verdict because although the school board timely moved for a directed verdict during trial it did not serve its motion for directed verdict until the eleventh day after the verdict E. holding that a trial court had the authority to impose a default judgment as a sanction for violating a rule 16 scheduling order pursuant to rule 37b2 stating we agree with the basic premise that a default sanction can under certain circumstances be an appropriate response to a violation of a rule 16 order after all the express terms of rule 37 permit a trial court to impose sanctions when a party fails to obey an order to provide or permit discovery

assistant: The best answer is B. holding that a court entering a directed verdict pursuant to rule 50 should set forth an explanation sufficient to permit this court to understand the legal premise for the courts order
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 have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

assistant: Construction
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: Weaver’s trunk contained 100 pounds, or 40 pounds, or no marijuana. It does not matter whether Weaver drove off with the marijuana and sold it, whether he drove off with it and gave it away, or whether he drove off without it. By agreeing to accept the marijuana in lieu of cash, he admitted his involvement in the conspiracy to distribute marijuana. The only difference between this case and Parker is that Parker committed a substantive offense while Weaver committed an inchoate offense. Because both defendants admitted to all the elements, their prevarications on the details cannot be considered crucial to the question of guilt. Thus, the application of the obstruction of justice enhancement to Weaver constituted clear error. See United States v. Francis, 39 F.3d 803, 811 (7th Cir.1994) (<HOLDING>). Finally, after all these pages, the Options: A. holding that we review for clear error the bankruptcy courts factual findings B. holding that we review the application of 3c11 enhancements for clear error C. holding that the court will review the report and recommendation for clear error D. holding that we review factual findings underlying a decision to apply a sentencing enhancement for clear error and give due deference to the district courts application of the guidelines to the facts E. holding that we review for clear error a district courts factual determination as to whether prior cases were consolidated for sentencing under ussg 4a12a2 and that we give the court due deference in its application of the guidelines to that determination

assistant: The best answer is B. holding that we review the application of 3c11 enhancements for clear error
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, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.

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: Each party acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any state or federal court sitting in San Antonio, Texas having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver or course of dealing shall be established by (a) the failure or delay of the Administrative Agent or any Lender to require strict performance by the Borrower with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by the Administrative Agent or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein.

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: Upon the occurrence of any event triggering the prepayment requirement under clauses (i) and (ii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: first , ratably between each Series of Term Loans (unless otherwise agreed by the Lenders of the applicable Series of Term Loans (provided that in no event shall the Initial Term Loans receive less than their ratable share)) to reduce in inverse order of maturity the remaining scheduled principal installments of each such Series pursuant to Section 4.3 ; and second , to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d) , without a corresponding reduction in the Revolving Credit Commitment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it cannot provide a basis for express preemption under” section 360k(a). Docket Entry No. 20 at 16-17. Numerous federal courts have rejected this argument on the basis that “requirements set forth in the premarket approval for the entire device are just as applicable to the components that together form the FDA-approved device as the device itself.” Hawkins v. Medtronic, Inc., 2014 WL 346622, at *5 (E.D.Cal. Jan. 30, 2014); see, e.g., Eidson v. Medtronic, Inc., 981 F.Supp.2d 868, 882 n. 3, 2013 WL 5533081, at *8 n. 3 (N.D.Cal. Oct. 3, 2013) (citing cases and noting that “the preemption analysis should not be applied differently to the component parts of a medical device and the medical device that received PMA”); see also Bass v. Stryker Corp., 669 F.3d 501, 508 (5th Cir.2012) (<HOLDING>). This Court concurs with that analysis. Once Options: A. holding that district court did not err in determining that device as a whole was subject to pma approval even though some evidence indicated only certain components of the device were at issue B. holding that trial court did not err C. holding that factors as a whole were not duplicative D. holding that the district court did not err by refusing to allow the defendant to absent himself from the trial at which his identification would be an integral issue E. holding that the district court did not err in determining that inadvertent disclosure did not result in waiver

assistant: The best answer is A. holding that district court did not err in determining that device as a whole was subject to pma approval even though some evidence indicated only certain components of the device were at issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and obtained some benefit from it, “then section 503(b)(1)(A) comes into play irrespective of whether damages for breach might otherwise lie.” Id., citing In re Thompson, 788 F.2d 560 (9th Cir.1986); Kinnan & Kinnan P’ship v. Agristor Leasing, 116 B.R. 162 (D.Neb.1990). Other courts have also decided Section 365(d)(10) does not take away a personal property lessor’s right to apply for administrative expenses during the first sixty days of a case. See In re Magnolia Gas Co., 255 B.R. 900, 917 (W.D.Okl.2000); In re Eastern Agri-Systems, Inc., 258 B.R. 352, 354-55 (Bankr.E.D.N.C.2000) (finding administrative expense claims arising under § 365(d)(10) are independent from administrative expense claims under § 503(b)); In re Pan Am. Airways Corp., 245 B.R. 897, 899 (Bankr.S.D.Fla.2000) (<HOLDING>); In re Russell Cave Co., 247 B.R. at 659 Options: A. holding that in an agreement where the father agreed to pay reasonable expenses to the extent that such expenses are not provided by any scholarship grant or other assistance for his sons education those expenses did not include loan repayment because it was not one of the forms of enumerated assistance B. holding that although the lessor was not entitled to an administrative expense claim under 365d10 for the debtors use of leased property during the first sixty days of the ease the lessor would be entitled to those expenses under 503b1 to the extent the lessor could prove the expenses represented the actual necessary costs and expenses of preserving the estate C. holding that debtors have the burden of proving that other necessary expenses on form b22c are actual reasonable and necessary expenses and that these expenses should be considered in light of schedule j and other relevant evidence D. holding that expenses refers to costs E. holding that an award for medical expenses is proper when the expenses have been incurred but not paid

assistant: The best answer is B. holding that although the lessor was not entitled to an administrative expense claim under 365d10 for the debtors use of leased property during the first sixty days of the ease the lessor would be entitled to those expenses under 503b1 to the extent the lessor could prove the expenses represented the actual necessary costs and expenses of preserving the estate
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 Release Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Release Agreement, which agreement is executed by both of the parties hereto.

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: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 reimburse all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Participant if the Participant prevails on a material issue with respect to his or her claim for relief in an action by the Participant to obtain or enforce any right or benefit provided by this Plan. If a Participant is entitled to recover fees and expenses under this Section 10.1, the reimbursement of an eligible expense shall be made within 10 business days after delivery of the Participant's respective written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require, but in no event later than March 15 of the year after the year in which such rights are established.

assistant: Expenses
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: basis in eminent domain); Tektronix, Inc. v. United States, 213 Ct.Cl. 257, 552 F.2d 343, 346 (1977) ("It is settled that recovery of reasonable compensation under § 1498 is premised on a theory of an eminent domain taking under the Fifth Amendment.") (citing Calhoun v. United States, 197 Ct.Cl. 41, 51, 453 F.2d 1385 (1972)) (stating the government “ipso facto takes by eminent domain a compulsory compensatory license in the patent”); Pitcairn v. United States, 212 Ct.Cl. 168, 547 F.2d 1106, 1114 (1976) ("The use or manufacture by or for the Government of a device or machine embodying any invention by a United States patent, is a taking of property by the Government under its power of eminent domain.”); Irving Air Chute Co. v. United States, 117 Ct.Cl. 799, 93 F.Supp. 633, 635 (1950) (<HOLDING>). 14 . See e.g., Leesona Corp., 599 F.2d at 964 Options: A. recognizing that 1498 is in effect an eminent domain statute B. recognizing that where the statutory language is not ambiguous the plain and ordinary meaning of the statute must be given effect C. holding that the statute qualifies as an exemption 3 statute D. holding that the statute is mandatory E. holding the precursor statute to 1498 to be nonjurisdictional as to private defendants merely establishing an affirmative defense

assistant: The best answer is A. recognizing that 1498 is in effect an eminent domain statute
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: officers) engaged in repeated acts of abuse in several episodes that resulted in the death of an innocent man. Id. at 171. These events tended to prove a disposition to disregard human life and safety so prevalent as to be police policy or custom. Id. Courts that have subsequently evaluated Grandstaff have been reluctant to extend that court’s application of Monell liability in the absence of extraordinary and egregious circumstances. See, e.g., Snyder v. Trepagnier, 142 F.3d 791, 797-98 (5th Cir.1998) (refusing to find “extraordinary factual circumstances” in support of claim that police department enforced a “code of silence” where officer shot plaintiff from behind while pursuing him); Young v. Eslinger, No. 6:04-cv-1830-Orl-31KRS, 2006 WL 2854997, at *4 (M.D.Fla. Sept.29, 2006) (<HOLDING>); Daniel v. City of Tampa, Fla, No. Options: A. holding twoandahalf hour search of car and persons at traffic stop allegedly made without probable cause was not such egregious wrongdoing that official policy could be inferred B. holding that a dog sniff of the outside of a car subsequent to a valid traffic stop did not constitute a search C. holding that there was sufficient probable cause to search a defendants residence after evidence of drug dealing was found in his car during a traffic stop that was conducted when the defendant was coming from his residence and noting that under such circumstances a practical commonsense conclusion could be made that the drugs and money had been at the defendants residence a short time before the stop D. holding this framework applies whether the traffic stop is based on probable cause or reasonable suspicion E. holding that a traffic stop is reasonable under the fourth amendment when police have probable cause to believe a traffic infraction has occurred

assistant: The best answer is A. holding twoandahalf hour search of car and persons at traffic stop allegedly made without probable cause was not such egregious wrongdoing that official policy could be inferred
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: this may require skype to temporarily suspend or limit your use of some or all of the software , products or skype websites until such time as this maintenance and/or upgrade can be completed .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall file a Current Report on Form 8-K (if required by the Exchange Act), including the Transaction Documents as exhibits thereto, with the Commission by 9:00 a.m. on the next Business Day after the date of this Agreement. From and after the issuance of such 8-K, the Company represents to the Purchasers that, it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

assistant: Publicity
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 the time of grant of Other Stock-Based Awards, the Committee will determine the factors which will govern the amount of an Other Stock-Based Award and the form in which it is denominated, which may include Units, including at the discretion of the Committee any Performance Goals or other criteria that must be satisfied as a condition of vesting or payment. The Committee may provide for an alternative specified amount, percentage or multiple under specified conditions. The Committee may require that Other Stock-Based Awards that are denominated in Units be subject to restrictions imposed by the Partnership Agreement that are not inconsistent with the Plan.

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 346 U.S. 322 73 S.Ct. 1178 97 L.Ed. 1633 Julius ROSENBERG and Ethel Rosenbergv.UNITED STATES of America. No. ____. Special Term 1953. Supreme Court of the United States June 19, 1953 PER CURIAM. 1 Motion of the petitioners for a further stay of the execution, as set forth in the written motion, is denied. 2 Mr. Justice FRANKFURTER. 3 On the assumption that the sentences against the Rosenbergs are to be carried out at 11 o'clock tonight, their counsel ask this Court to stay their execution until opportunity has been afforded to them to invoke the constitutional prerogative of clemency. The action of this Court, and the division of opinion in vacating the stay granted by Mr. Justice DOUGLAS, 346 U.S. 313, 73 S.Ct. 1173, are, of course, a factor in the situation, which arose within the last hour. It is not for this Court even remotely to enter into the domain of clemency reserved by the Constitution exclusively to the President. But the Court must properly take into account the possible consequences of a stay or of a denial of a stay of execution of death sentences upon making an appeal for executive clemency. Were it established that counsel are correct in their assumption that the sentences of death are to be carried out at 11 p.m. tonight, I believe that it would be right and proper for this Court formally to grant a stay with a proper time-limit to give appropriate opportunity for the process of executive clemency to operate. I justifiably assume, however, that the time for the execution has not been fixed as of 11 o'clock tonight. Of course I respectfully assume that appropriate consideration will be given to a clemency application by the authority constitutionally charged with the clemency function. 4 Mr. Justice BLACK, dissenting.

assistant: 1
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 Participant agrees and acknowledges that the Participant’s right to receive and retain the Award Shares and any DER payments is subject to and conditioned upon the Participant’s continued compliance with the restrictive covenants contained in Exhibit C attached hereto. In addition, the Participant agrees and acknowledges that any dispute arising with respect to this Award and this Award Agreement will be subject to the Alternative Dispute Resolution provisions set forth in an Employment and Confidentiality Agreement by and between the Participant and the Company.

assistant: Arbitration
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 far-reaching prohibition against discrimination of many kinds.” Id. Although we have noted that the Council did not intend the DCHRA to prohibit every discriminatory practice, see, e.g., Evans v. United States, 682 A.2d 644, 648 (D.C.1996); Dean, 653 A.2d at 319, it nevertheless follows that standing under the DCHRA should be accorded a broad enough construction to make a remedy available from those forms of discrimination which the statute does reach. We traverse no new epistemological territory when we recognize that discrimination not only inflicts an injury on the individual who is targeted for discrimination but also exacts a social and economic toll from others. See, e.g., Trafficante v. Metropolitan Life Ins. Co., 409 U.S. 205, 211, 93 S.Ct. 364, 34 L.Ed.2d 415 (1972) (<HOLDING>); Cf. Katzenbach v. McClung, 379 U.S. 294, 300, Options: A. holding that age discrimination is not a personal injury tort B. holding that racial discrimination is not a personal injury tort C. recognizing that discrimination causes injury to the whole community D. holding that for requisite causal connection to exist the vehicle must be the instrumentality which caused the injury not merely a contribution which causes a condition which in turn causes the injury E. holding that racial discrimination is a personal injury tort

assistant: The best answer is C. recognizing that discrimination causes injury to the whole community
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: § 1450 (“All injunctions, orders, and other proceedings had in such action prior to its removal shall remain in full force and effect until dissolved or modified by the district court.”); Granny Goose Foods, Inc. v. Teamsters, 415 U.S. 423, 435-38, 94 S.Ct. 1113, 39 L.Ed.2d 435 (1974). Several other circuits have discussed and decided that a state court’s orders prior to removal are reviewable by the federal appellate court even when the district court did not actually rule on the claim. See Maez v. Mountain States Telephone & Telegraph, Inc., 54 F.3d 1488, 1495 (10th Cir.1995); Resolution Trust Corp. v. Nernberg, 3 F.3d 62, 67-68 (3d Cir.1993); Reilly v. Waukesha County., 993 F.2d 1284, 1287 (7th Cir.1993); but see Jackson v. Am. Savings Mortgage Corp., 924 F.2d 195 (11th Cir.1991) (<HOLDING>). We apply the same rule here and review the Options: A. holding that law of the case acts as a bar only when the issue in question was actually considered and decided by the first court B. holding the order is only reviewable if actually considered by the district court C. holding that appellate court may only review issues actually presented to and considered by the trial court D. holding that a transfer order issued by a district court in another circuit is reviewable only in the circuit of the transferor district court E. holding that a district courts order is final and immediately reviewable under mitchell if the appellants properly raised a claim of qualified immunity in the district court

assistant: The best answer is B. holding the order is only reviewable if actually considered by the district 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 case excerpt and choose the best holding from the options. Case excerpt: Ohio’s Blue Sky Law provides protection for purchasers regardless of who initiates the transaction; intent is irrelevant. See Callahan v. Class One, Inc., 58 Ohio St.3d 76, 567 N.E.2d 1036 (Ohio 1991) (syllabus). Ohio courts have repeatedly summarized the purpose of the Blue Sky Law in terms like these: The purpose of the Ohio Securities Act, generally referred to as Ohio Blue Sky Law, “is to prevent those persons willing to market worthless or unnecessarily risky securities from soliciting the purchasing public without first subjecting themselves and their securities to reasonable licensing and registration requirements designed to protect the public from its own stupidity, gullibility and avariciousness.” Perrysburg T 453, 467, 89 S.Ct. 564, 21 L.Ed.2d 668 (1969) (citing Dasho) (<HOLDING>). Here, plaintiffs were using their shares of Options: A. holding minority shareholders to be forced sellers for the purpose of 10b because corporation forced shareholders to sell their shares for cash or else realize no value from the stock B. holding that the trustee could not bring a claim against sole shareholders of bankrupt corporation where shareholders had not looted or otherwise injured the corporation C. holding that a corporation exists as an entity apart from its shareholders even where the corporation has but one shareholder the general proposition of corporate identity apart from its shareholders leads us to conclude in accordance with decisions from other jurisdictions that the attorneys client is the corporation and not the shareholders D. holding that shareholders had failed to maintain their status as shareholders by selling their shares after they had filed their complaint and therefore had lost standing to maintain a derivative suit E. holding that in a merger shareholders are effectively purchasing shares in a new corporation while losing their status as shareholders in the previous corporation

assistant: The best answer is E. holding that in a merger shareholders are effectively purchasing shares in a new corporation while losing their status as shareholders in the previous corporation
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: if the potential jurors demonstrate such actual prejudice that it would be an abuse of discretion to deny a timely change-of-venue motion. Nelson, 347 F.3d at 707-08. In the pretrial ruling, the court also expressly denied Johnson’s November 4, 2004, Motion For Change Of Venue (docket no. 204) “without prejudice to renewal during jury selection,” noting that, in order to prevail on such a renewed motion, Johnson would have to show that “actual prejudice” in the jury pool, such that she could not receive a fair trial in this district, could be inferred. See Order of February 14, 2005. Thus, the door was left wide open for Johnson to renew her motion for a change of venue during o L.Ed.2d 107 (2004); People v. Maury, 30 Cal.4th 342, 388-89, 133 Cal.Rptr.2d 561, 603, 68 P.3d 1, 42 (2003) (<HOLDING>), cert. denied, 540 U.S. 1117, 124 S.Ct. 1058, Options: A. holding that the defendant must renew a motion for a change of venue after voir dire to preserve the issue for appeal B. holding that the defendant waived the issue of change of venue where the trial court denied the motion for a change of venue without prejudice stating that it was willing to reconsider the motion at any time during the jury selection process but the defendant never renewed the motion for a change of venue C. holding that defendants have a right to be present at voir dire D. holding in a capital case that the defendant waived his argument that the trial court erred when it denied his motion for a change of venue where the trial court took the motion under advisement but the defendant failed to seek a ruling on the motion and failed to renew the motion after the jurors had been qualified E. holding that where a defendant if given the opportunity to renew a motion for a change of venue immediately prior to trial but fails to do so the right to challenge venue is waived

assistant: The best answer is A. holding that the defendant must renew a motion for a change of venue after voir dire to preserve the issue for appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Purchaser is a Delaware limited partnership duly organized, validly existing, and in good standing under the Laws of the State of Delaware and has the organizational power and authority to own its property and to carry on its business as now conducted and to enter into and to carry out the terms and conditions of this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Purchaser in connection with the consummation of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Purchaser being hereinafter referred to, collectively, as the “ Purchaser Documents ”) and to perform fully its obligations hereunder and thereunder.

assistant: Organizations