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

user: Read the legal provision and list the applicable contract clause categories. Provision: This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by the laws of the State of North Carolina without regard for reference to any choice or conflict of law principles of any jurisdiction. The parties agree that any action or proceeding with respect to this RCA or the Participant’s employment with the Company shall be brought exclusively in the state or federal courts in the State of North Carolina, and the Participant voluntarily submits to the exclusive jurisdiction over the Participant’s person by a court of competent jurisdiction located within the State of North Carolina. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the State of North Carolina, and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties hereby knowingly and expressly waive their right to a jury trial for any claim relating to his/her/its rights or obligations under this RCA.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Loans made on the Restatement Effective Date will be used only to finance in part the Transactions. The proceeds of Loans (including any Incremental Term Loans) made after the Restatement Effective Date will be used to finance the working capital needs and for general corporate purposes of the Company and the other Loan Parties in the ordinary course of business, including Permitted Acquisitions. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. No Borrower shall directly or, to its knowledge, indirectly, use the proceeds of the Loans or Letters of Credit in violation of applicable Sanctions or FCPA.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (or, in the case of filings necessary to consummate the Acquisition, such as will be obtained or made and will be in full force and effect substantially concurrently with the initial Borrowings on the Effective Date) and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to the Borrower or any Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any asset now owned or hereafter acquired by the Borrower or any Subsidiary, except Liens created or otherwise permitted under the Loan Documents, except in the case of clause (a) (other than with respect to the Loan Documents), clause (b) (solely with respect to clause (b) of the definition of “Requirement of Law”) and clause (c), to the extent that (i) the failure to obtain or make such consent, approval, registration, filing or take such other action or (ii) such violation, as the case may be, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in order to use the spotify service and access the content , you need to ( 1 ) be 18 or older , or be 13 or older and have your parent or guardian 's consent to the agreements ( except as set forth in the chart below ) , ( 2 ) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws , and ( 3 ) be resident in a country where the service is available .

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: corporate hierarchy, such that his statements or conduct could be deemed indicative of a companywide policy or practice of race discrimination. Compare Ercegovich, 154 F.3d at 357 (noting that the alleged statements in that case were made by “the most senior managers”). Rather, it is clear that Newman’s authority does not extend beyond the employees at the Wheelersburg location. Finally, I have already noted the absence of a direct nexus, whether temporal or otherwise, between Newman’s allegedly discriminatory conduct and statements — most or all of which were roughly contemporaneous with Johnson’s transfer to Wheel-ersburg in January of 1995 — and Noyes’ discharge decision nearly two years later. See, e.g., Hopkins v. Electronic Data Systems Corp., 196 F.3d 655, 662-63 (6th Cir.1999) (<HOLDING>). Despite all this, the majority holds that the Options: A. holding that alleged reference to national origin by nondecisionmaker six months prior to plaintiffs termination was the kind of isolated stray remark insufficient without more to raise an inference of discrimination and defeat summary judgment B. holding plaintiffs supervisor subject to suit C. holding that an isolated remark made by the plaintiffs supervisor lacked a sufficient nexus to the plaintiffs termination several months later D. holding that an isolated derogatory remark did not create an inference of discrimination E. holding managers discriminatory remark indicative of age bias where buttressed by other evidence of discrimination and thus remark was not an isolated comment

assistant: The best answer is C. holding that an isolated remark made by the plaintiffs supervisor lacked a sufficient nexus to the plaintiffs termination several months later
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: case and any resulting error from its admission is likely harmless. United States v. Yammine, 69 M.J. 70, 78 (C.A.A.F.2010) (internal quotation marks and citation omitted). The appellant alternatively claims that even if these chats were not substantially prejudicial for findings, their use by the members during sentencing “prejudiced [the appellant’s] right to a fair sentencing hearing.” Appellant’s Brief at 18. We disagree. Evidence of uncharged misconduct properly admitted at trial can also be considered in sentencing. See R.C.M. 1001(f)(2)(A) (providing that the sentencing authority may consider evidence of other offenses or acts of misconduct properly introduced on the merits even if introduced for limited purpose); see also United States v. Figura, 44 M.J. 308, 310 (C.A.A.F.1996) (<HOLDING>). Mil. R. Evid. 403 is the only limitation. Options: A. holding that the hearsay rule is not suspended in the sentencing phase B. holding trial counsels failure to investigate and present substantial mitigation evidence during the sentencing phase can constitute ineffective assistance of counsel C. holding that counsels failure to investigate the defendants personal and psychiatric history constituted ineffective assistance during the penalty phase but not during the guilt phase D. recognizing that all evidence admitted during merits phase of a contested trial can be considered in sentencing E. holding that mental health evidence could be mitigating at the penalty phase even though it is insufficient to establish a legal defense to conviction in the guilty phase

assistant: The best answer is D. recognizing that all evidence admitted during merits phase of a contested trial can be considered in sentencing
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: damages. The essence of defendant’s 12(b)(6) motion is that Count IV fails to state a claim upon which relief can be granted because the 1991 Act does not apply to conduct occurring prior to its effective date of November 21, 1991. Defendant’s Memorandum In Support Of Motion To Dismiss (“Defendant’s Memo”) at 1-3. 2. Discussion Defendant urges the court to find that the 1991 Act does not apply retroactively “to matters that arose before the effective date of the Act,” Defendant’s Memo at 2, because “the great weight of authori 2d 345 (9th Cir.1993) (portion of opinion dealing with issue of retroactivity of 1991 Act vacated as moot due to settlement of claims for expert witness fees)). Accord Butts v. City of New York Dept, of Housing Preservation & Dev., 990 F.2d 1397 (2d Cir.1993) (<HOLDING>). a. A Survey of the Circuits The First Circuit Options: A. holding that the protect act amendments to the standard of review apply retroactively B. holding that the 1981 amendments contained in 101 of the civil rights act of 1991 do not apply retroactively C. holding that section 102 of the civil rights act of 1991 does not apply to preenactment conduct D. holding that section 101 of the act does not apply retroactively to eases not pending on appeal at the time the act became effective E. holding that the 1991 mixedmotive amendments do not apply to 1981 based on an independent analysis of the amendments and 1981

assistant: The best answer is B. holding that the 1981 amendments contained in 101 of the civil rights act of 1991 do not apply retroactively
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: legislature is aware of judicial construction of a statute, and from its failure to amend a particular statutory provision, we may presume it acquiesces in that construction.”). Therefore, the legislature’s failure to amend N.D.C.C. § 19-03.1-22.2 “ ‘is evidence the court’s interpretation is in accordance with the legislative intent.’ ” Ro-denburg, at ¶ 26 (quoting Clarys v. Ford Motor Co., 1999 ND 72, ¶ 16, 592 N.W.2d 573). [¶ 21] Our decision in Geiser comports with a majority of jurisdictions. A majority of states have held that a viable fetus is not a child for purposes of criminal prosecution of a mother who ingests a controlled substance during pregnancy. See Geiser, 2009 ND 36, 763 N.W.2d 469; see also Reinesto v. Superior Ct. of Ariz., 182 Ariz. 190, 894 P.2d 733 (Ct.App.1995) (<HOLDING>); Reyes v. Superior Ct. of San Bernardino Options: A. holding a mother may not be held criminally liable under a reckless endangerment statute for the effect that prenatal ingestion of a controlled substance may have on her child pre or postbirth B. holding that mother could not be prosecuted under child abuse statute for prenatal use of heroin C. holding reckless injury and attempted firstdegree intentional homicide statutes were not applicable to a mother who consumed excessive amounts of alcohol causing injury to her child postpartum D. holding a mother was not criminally liable for knowingly causing injury to a child under circumstances likely to produce death or serious physical injury after the mothers prebirth ingestion of heroin caused her child to suffer heroin withdrawal symptoms postpartum E. holding a mother not criminally liable for child endangerment for ingesting heroin while pregnant

assistant: The best answer is D. holding a mother was not criminally liable for knowingly causing injury to a child under circumstances likely to produce death or serious physical injury after the mothers prebirth ingestion of heroin caused her child to suffer heroin withdrawal symptoms postpartum
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 Robertses could have adopted DCF’s termination petition was by filing their notice of intent to adopt within the 72 hours after DCF voluntarily dismissed its termination of parental rights petition. We hold that the Robertses’ filing of their notice to adopt was sufficient to notify all parties that they were adopting DCF’s petition, and the adoption of the petition became effective upon DCF’s filing of its notice of voluntary dismissal. Similar to a prematurely filed notice of appeal, which is held in limbo until an appealable order is rendered, the Robertses’ prematurely filed notice of intent adequately afforded all interested parties notice that the termination proceedings were going to be carried forward by the Robertses. See State v. Blaney, 722 So.2d 220 (Fla. 5th DCA 1998)(<HOLDING>). C.M. next contends that she was denied equal Options: A. holding that a notice of appeal which is prematurely filed shall not be subject to dismissal but rather the notice shall exist in a state of limbo until judgment is rendered at which time the notice of appeal shall mature and shall vest jurisdiction in the appellate court B. holding that a notice of appeal is timely when filed before final judgment is entered by the district court C. holding the court lacked jurisdiction where the defendant failed to file a notice of appeal on the attorneys fee issue because a supplemental notice of appeal is required for us to have jurisdiction over an attorneys fees issue that becomes final subsequent to the initial notice of appeal D. holding that identification of appellant in notice of appeal is a jurisdictional requirement and that the failure to name a party in a notice to appeal constitutes a failure of that party to appeal E. holding amending of shall file or prosecute to shall not have jurisdiction was not substantive

assistant: The best answer is A. holding that a notice of appeal which is prematurely filed shall not be subject to dismissal but rather the notice shall exist in a state of limbo until judgment is rendered at which time the notice of appeal shall mature and shall vest jurisdiction in the appellate 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: A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting of a Stock Unit Award is conditioned on the achievement of specified performance goals, the extent to which they are achieved over the specified performance period shall determine the number of Stock Units that will be earned and eligible to vest, which may be greater or less than the target number of Stock Units stated in the Agreement. The Committee may provide whether any consideration other than Continuous Service must be received by the Company or any Affiliate as a condition precedent to the settlement of a Stock Unit Award.

assistant: Vesting
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: May 10, 1985). The district court was asked to render a decision on the merits without trial based on stipulated evidence. Schneider, 1985 WL 570618, at *1. On appeal, we held that the district court should have addressed whether there had been actual discharge because its findings of fact suggested that an actual discharge had occurred. Schneider, 794 F.2d at 384. A motion for summary judgment presents different opportunities and imposes different responsibilities on the parties. See Rodgers v. City of Des Moines, 435 F.3d 904, 908 (8th Cir.2006) (“Without some guidance, we will not mine a summary judgment record searching for nuggets of factual disputes to gild a party’s arguments.”); see also Satcher v. Univ. of Ark. at Pine Bluff Bd. of Trs., 558 F.3d 731, 735 (8th Cir.2009) (<HOLDING>). Thus, unlike the plaintiff in Schneider, who Options: A. holding that the failure to oppose a basis for summary judgment constitutes waiver of that argument on appeal B. recognizing that failure to develop claim on appeal constitutes waiver C. holding that defendants failure to appeal the voluntariness of a plea constitutes waiver of the issue on subsequent appeal D. holding that failure to brief an argument constitutes waiver E. holding failure to brief argument constitutes waiver

assistant: The best answer is A. holding that the failure to oppose a basis for summary judgment constitutes waiver of that argument on 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: IN CONSIDERATION OF THE AMENDMENTS CONTAINED HEREIN, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE BORROWER HEREBY IRREVOCABLY RELEASES AND FOREVER DISCHARGES THE LENDER AND EACH OF ITS RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS (EACH, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND CAUSES OF ACTION WHATSOEVER WHICH THE BORROWER MAY NOW HAVE OR CLAIM TO HAVE ON AND AS OF THE DATE HEREOF AGAINST ANY RELEASED PERSON, WHETHER PRESENTLY KNOWN OR UNKNOWN, LIQUIDATED OR UNLIQUIDATED, SUSPECTED OR UNSUSPECTED, CONTINGENT OR NON-CONTINGENT, AND OF EVERY NATURE AND EXTENT WHATSOEVER (COLLECTIVELY, “CLAIMS”) OTHER THAN ANY CLAIM ARISING SOLELY OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH RELEASED PERSON. THE BORROWER REPRESENTS AND WARRANTS TO THE LENDER THAT IT HAS NOT GRANTED OR PURPORTED TO GRANT TO ANY OTHER PERSON ANY INTEREST WHATSOEVER IN ANY CLAIM, AS SECURITY OR OTHERWISE. THE BORROWER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS EACH RELEASED PERSON FROM AND AGAINST ANY AND ALL CLAIMS AND ANY LOSS, COST, LIABILITY, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) INCURRED BY ANY RELEASED PERSON IN INVESTIGATING, PREPARING FOR, DEFENDING AGAINST, PROVIDING EVIDENCE OR PRODUCING DOCUMENTS IN CONNECTION WITH OR TAKING OTHER ACTION IN RESPECT OF ANY COMMENCED OR THREATENED CLAIM.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 6.11 , there is no pending, or to the best of any Loan Party’s knowledge threatened, action, suit, proceeding, or counterclaim by any Person against any Loan Party, or to the best of any Loan Party’s knowledge, investigation by any Governmental Authority, or any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

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 Executive shall perform such management duties for the Company and its affiliates as may from time to time be assigned and which are consistent with his title of President. The Executive hereby promises to perform and discharge, well and faithfully, all duties of his position. If Executive is elected as a director or officer of any affiliate of the Company, the Executive shall serve in such capacity or capacities without further compensation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: input into the trial defense counsels’ assignments does not plainly or obviously constitute prosecutorial misconduct. See United States v. Tarleton, 47 M.J. 170, 172 (C.A.A.F.1997) (noting that “the absence of controlling precedent favorable to appellant demonstrates that the error, if any, was not plain error”). But importantly, in reaching our decision on Appellant’s prosecu-torial misconduct argument and also his unlawful command influence argument, we rely heavily on the fact that Appellant has not demonstrated any unfairness in the proceedings based on defense counsels’ assignments. See Simpson, 58 M.J. at 373 (noting there is no unlawful command influence claim where there is no evidence of unfairness in the proceedings); United States v. Meek, 44 M.J. 1, 6 (C.A.A.F.1996) (<HOLDING>); see also. Smith v. Phillips, 455 U.S. 209, Options: A. holding that prosecutorial misconduct claim reviewed for prejudice B. holding that credibility determinations are reviewed only for substantial evidence C. holding that findings of fact are reviewed for clear error D. holding that the imposition of sanctions is reviewed for abuse of discretion E. holding that the dismissal of a frivolous action reviewed for abuse of discretion

assistant: The best answer is A. holding that prosecutorial misconduct claim reviewed for prejudice
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 constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties regarding the subject matter of this Agreement. This Agreement may not be amended except by written agreement executed by the parties.

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 legal provision and list the applicable contract clause categories. Provision: To the knowledge of the Parent Borrower, (1) the Parent Borrower and its Restricted Subsidiaries has filed or caused to be filed all material tax returns which are required to be filed by it and has paid (a) all Taxes shown to be due and payable on such returns and (b) all Taxes shown to be due and payable on any assessments of which it has received notice made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority and (2) no Tax Liens have been filed (except for Liens for Taxes not yet due and payable), and no claim is being asserted in writing, with respect to any such Taxes (in each case other than in respect of any such (i) Taxes with respect to which the failure to pay, in the aggregate, would not have a Material Adverse Effect or (ii) Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Parent Borrower or its Restricted Subsidiaries, as the case may be).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that because Mr. Firth did not directly appeal the revocation of his probation, the relevant judgment became final on May 20, 2004. See 28 U.S.C. § 2244(d)(1)(A) (mandating that a judgment becomes final for purposes of the limitations period upon “the conclusion of direct review or the expiration of the time for seeking such review”); see also Col. R.App. P. 4(b) (requiring criminal defendants to file a notice of appeal within forty-five days of the entry of the judgment from which they are appealing). We also agree that the limitations period was tolled 75 days later, on August 3, 2004, when Mr. Firth filed his motion for reconsideration, and did not begin to run again until September 28, 2004, when that motion was denied. See Robinson v. Golder, 443 F.3d 718, 721 (10th Cir.2006) (<HOLDING>). Thus, Mr. Firth had 290 days from September Options: A. holding that properly filed application for statecourt discretionary review tolls aedpa limitations period B. holding that suit filed within six years of assessment tolls the limitation period indefinitely C. holding that a motion to reconsider filed after the entry of final judgment must be considered a motion to correct error D. holding that a properly filed motion to reconsider under colo rcrim p 35b tolls the oneyear limitations period E. holding that a timely motion for reconsideration tolls the statute of limitations even if the motion is procedurally invalid

assistant: The best answer is D. holding that a properly filed motion to reconsider under colo rcrim p 35b tolls the oneyear limitations period
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: (appeal no. OS-15721). We consolidated the appeals, vacated the $92,869.20 bankruptcy award, and remanded for determination of the appropriate amount to award. Our decision did not address the $24,491 award of fees for activity before the district court. Ordinarily, a party seeking relief from an award of attorneys’ fees is required to file an appeal. See, e.g., Culinary & Serv. Emps. Union, AFL-CIO Local 555 v. Haw. Emp. Ben. Admin., Inc., 688 F.2d 1228, 1232 (9th Cir.1982) (“Where no notice of appeal from a post-judgment order awarding attorneys’ fees is filed, the court of appeals lacks jurisdiction to review the order.”). If a party appeals a fee award, but fails to perfect the appeal, the appeal may be forfeited. See Kennedy v. Applause, Inc., 90 F.3d 1477, 1482-83 (9th Cir.1996) (<HOLDING>). Sternberg filed an appeal of the $24,491 fee Options: A. recognizing that an appeal filed within 30 days of the entry of an order awarding attorney fees was timely filed as to the issue of attorney fees B. holding that the court lacked jurisdiction to consider the appeal because it was filed before the final order awarding attorneys fees C. holding the court lacked jurisdiction where the defendant failed to file a notice of appeal on the attorneys fee issue because a supplemental notice of appeal is required for us to have jurisdiction over an attorneys fees issue that becomes final subsequent to the initial notice of appeal D. holding an unnamed class member who did not intervene in the action lacked standing to appeal district courts order awarding attorneys fees E. holding trial court retains jurisdiction to consider motion for attorneys fees despite filing of notice of appeal of final judgment

assistant: The best answer is B. holding that the court lacked jurisdiction to consider the appeal because it was filed before the final order awarding attorneys fees
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by such Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment of Eurodollar Loans (including pursuant to Sections 2.24 or 10.1(c)) on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid or returned, or not so borrowed, converted or continued, for the period from the date of such prepayment or return or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Company by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

assistant: Indemnity
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: 399 U.S. 517 90 S.Ct. 1958 26 L.Ed.2d 770 UNITED STATESv.Paul E. SWEET. No. 577. June 29, 1970. PER CURIAM. 1 On September 30, 1968, the District Court for the District of Columbia dismissed, 'with prejudice,' an indictment charging appellee Sweet with various crimes under the D.C.Code, on a finding that the Government had not acted promptly enough in bringing the case to trial. The United States appealed this dismissal pursuant to D.C.Code § 23—105* to the Court of Appeals for the District of Columbia Circuit. That court, without making any determination of its jurisdiction under § 23—105, certified the case to this Court pursuant to 18 U.S.C. § 3731, the Federal Criminal Appeals Act. 2 We conclude that certification under § 3731 was not proper in the circumstances of this case. Section 3731 provides in terms for certification only '(i)f an appeal shall be taken pursuant to this section to any court of appeals which, in the opinion of such court, should have been taken directly to the Supreme Court * * *.' (Emphasis added.) The Government's appeal to the Court of Appeals in this case was not pursuant to § 3731 but instead expressly pursuant to D.C.Code § 23—105, which contains no provision allowing transfer to this Court. Moreover, as noted earlier, it appears that the Court of Appeals has made no determination that it lacked jurisdiction to hear the Government's appeal under the broad terms of § 23—105, a statute that we previously held was unaffected in scope by the subsequent passage of the Criminal Appeals Act, United States v. Burroughs, 289 U.S. 159, 53 S.Ct. 574, 77 L.Ed. 1096 (1933). 3 Accordingly, we hold that transfer to this Court was inappropriate and we return the case to the Court of Appeals for further proceedings. It is so ordered. 4 Case returned to Court of Appeals. 5 Mr. Justice DOUGLAS dissents. 6 Mr. Justice MARSHALL took no part in the decision of this case. * D.C.Code § 23—105(a) (Supp. III, 1970) provides: 'In all criminal prosecutions the United States or the District of Columbia, as the case may be, shall have the same right of appeal that is given to the defendant, including the right to a bill of exceptions: Provided, That if on such appeal it shall be found that there was error in the rulings of the court during a trial, a verdict in favor of the defendant shall not be set aside.'

assistant: 9
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, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary or required for use in connection with its business and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and the Company has not received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned. The Company has not received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Intellectual Property Rights of the Company are set forth in the SEC Reports.

assistant: Intellectual Property
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: legal scholars in Maryland, as well as in other jurisdictions, have endorsed the use of an approved pattern jury instruction on reasonable doubt and the presumption of innocence to ensure that a criminal defendant’s due process rights are protected and to create uniformity in criminal jury trials. See Miller v. State, 380 Md. 1, 30, 843 A.2d 803, 819 (2004) (stating that the concurring opinion in Wills “wisely suggested that trial judges ‘closely adhere’ to Maryland Criminal Pattern Jury Instruction 2:02 when attempting to define ‘reasonable doubt’ ”); Wills v. State, supra, 329 Md. at 388-392, 620 A.2d at 304-305 (concurring opinion); Himple v. State, 101 Md.App. 579, 584-585, 647 A.2d 1240, 1243 (1994). See also Arizona v. Portillo, 182 Ariz. 592, 596, 898 P.2d 970, 974 (Ariz.1995) (<HOLDING>); Winegeart v. State, 665 N.E.2d 893, 902 Options: A. holding that even though the reasonable doubt instruction given in the case was not the preferred instruction it was not a misstatement of the law and therefore was legally appropriate B. holding that in a criminal trial the trial court must correct or amend an improper instruction if the proper instruction is necessary for the jury to understand the case C. holding that in every criminal case trial courts shall give the reasonable doubt instruction set forth by the court D. holding that no person shall suffer the onus of a criminal conviction except upon sufficient proof defined as evidence necessary to convince a trier of fact beyond a reasonable doubt of the existence of every element of the offense E. holding that proof of a criminal charge beyond a reasonable doubt is required by the constitution

assistant: The best answer is C. holding that in every criminal case trial courts shall give the reasonable doubt instruction set forth by the 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: One of the grounds was that counsel failed to challenge the constitutionality of convictions the court purportedly used to enhance his sentence under 21 U.S.C. § 851. The court referred the motion to a magistrate judge, who recommended that the motion be denied. The court followed the recommendation and denied relief. The court also denied petitioner’s application for a certificate of appealability (“COA”). We thereafter issued a COA for this issue: Whether the district court erred by failing to address [petitioner’s] claim that he received ineffective assistance of counsel based on counsel’s failure to challenge the district court’s alleged use of several invalid prior convictions to enhance his sentence in the instant case. See Clisby v. Jones, 960 F.2d 925, 936 (11th Cir.1992) (<HOLDING>). The district court did err. In disposing of Options: A. holding that insufficiency of indictment is not a basis for habeas relief B. holding that the district court must resolve all claims for relief raised in a habeas petition regardless of whether habeas relief is granted or denied C. holding that infirmities in state habeas proceedings do not constitute grounds for federal habeas relief D. holding that habeas claim not included in petition and never raised by petitioner before the district court as basis for habeas relief is procedurally defaulted E. holding that circuit court should have treated the habeas petition as a motion for postconviction relief

assistant: The best answer is B. holding that the district court must resolve all claims for relief raised in a habeas petition regardless of whether habeas relief is granted or denied
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: our right to terminate these terms means that we may stop providing you with any services , or impose new or additional limits on your ability to use the services .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in state court, see Long v. Shorebank Dev. Corp., 182 F.3d 548, 558-59 (7th Cir.1999), she does not make that claim. Under these circumstances Rooker-Feld-man applies and divested the district court of jurisdiction. Rooker-Feldman applies for the additional reason that despite Dawaji’s assertions to the contrary, the relief she seeks would require that we nullify the state-court judgment. Dawaji’s request for damages is the amount that she would have received had she not been coerced into accepting the settlement. She thus wants the federal court in effect to negate the state-court order approving the agreed-upon child support, maintenance, and property settlement. Rooker-Feldman cannot be circumvented in this way. See Taylor v. Fed. Nat’l Mortg. Ass’n, 374 F.3d 529, 534 (7th Cir.2004) (<HOLDING>); Maple Lanes, Inc. v. Messer, 186 F.3d 823, Options: A. holding without discussion of the punitive damages issue that judgment for embezzlement which included actual and punitive damages was nondischargeable B. holding that where plaintiffs were entitled to recover both treble damages and punitive damages under the illinois nursing home care reform act both issues could be submitted to the jury and the plaintiff could choose which award to be reflected in the judgment C. holding that a claim seeking the value of plaintiffs foreclosed home plus interest and punitive damages would effectively undo the statecourt foreclosure judgment D. holding a court may not award punitive damages E. holding that even if the trial court had erred in denying the defendants motion for a directed verdict on punitive damages the error was harmless because the jury found in favor of the defendant and never reached the punitive damages claims

assistant: The best answer is C. holding that a claim seeking the value of plaintiffs foreclosed home plus interest and punitive damages would effectively undo the statecourt foreclosure judgment
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: Court notes that 38 U.S.C. § 1541 ("Surviving spouses of veterans of a period of war”) contains the “entitled to receive” language. Although it is extremely difficult to understand precisely to what claim this letter refers (because it was sent after the non-service-connected pension had been awarded), there is no indication that it was referring to the appellant’s DIC claim. Even if it were, the confusion between service connected and non-service connected described at the outset of this footnote would render the information in the letter sufficiently confusing so as to vitiate any possible compliance with section 5103(a). See Mayfield v. Nicholson, 19 Vet.App. 103, 125 (2005), appeal docketed, No. 05-7157 (Fed. Cir. June 14, 2005). 5 . Cf. Thurber v. Brown, 5 Vet.App. 119, 123 (1993) (<HOLDING>) id. at 126, and noting " 'underlying concepts Options: A. holding that claimant moving for summary judgment on its claim must conclusively prove all the essential elements of the claim and that claimant has the burden to show that there are no genuine issues of material fact and that claimant is entitled to judgment as a matter of law B. holding that language utilized in appeals notice accompanying board decision satisfactorily explained how and when to pursue bva reconsideration and to appeal to this court also recognizing that portion of such notice might be confusing C. holding that before the board of veterans appeals bva relies in rendering a decision on a claim on any evidence developed or obtained by it subsequent to the issuance of the most recent statement of the case soc or supplemental soc with respect to such claim the bva must provide a claimant with reasonable notice of such evidence and of the reliance proposed to be placed on it and a reasonable opportunity for the claimant to respond to it D. holding that absent evidence that claimant took affirmative steps after filing va form 19 substantive appeal to bva to change address he provided on it bva was entitled to rely on that address as being his last known address under 38 usc 7104e and to use it for purposes of mailing copy of its decision E. holding that the delivery of an eeoc decision to the former attorney of a claimant did not constitute notice to the claimant

assistant: The best answer is C. holding that before the board of veterans appeals bva relies in rendering a decision on a claim on any evidence developed or obtained by it subsequent to the issuance of the most recent statement of the case soc or supplemental soc with respect to such claim the bva must provide a claimant with reasonable notice of such evidence and of the reliance proposed to be placed on it and a reasonable opportunity for the claimant to respond to it
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the date the Extension Request is given and on the then applicable Revolving Credit Maturity Date (as determined without regard to such extension) no Default or Event of Default shall have occurred and be continuing, and the Borrowers shall deliver to Agent a certificate signed on behalf of Parent Borrower by an Authorized Officer stating the same.

assistant: No Defaults
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: as cited by the trial court, in Brown v. S. Ohio Sav. Bank & Trust Co. (1926), 22 Ohio App. 324, 153 N.E. 864, the First District Court of Appeals stated that “[t]he statute provides that persons interested in the estate may file exceptions to the inventory. We are of the opinion that ‘persons interested,’ as used in the statute, does not relate to parties claiming ownership of property inventoried in the estate.” See also Scott v. Mofford (1940), 64 Ohio App. 457, 18 O.O. 197, 28 N.E. 947 (allowing claimed equitable owner of property to assert her title to real estate in a subsequent action, despite failure to file exceptions to the inclusion of the property in the inventory of her father’s estate); Cole v. Ottawa Home & Sav. Assn. (1969), 18 Ohio St.2d 1, 47 O.O.2d 1, 246 N.E.2d 542 (<HOLDING>). However, the Brown court further stated that Options: A. holding that in a noncore proceeding a bankruptcy court may enter final orders with the consent of all the parties to the proceeding B. holding that the determination by the probate court in the summary proceeding provided for by section 211516 revised code that assets should be included in an estate makes the question of title res judicata as between all parties to the proceeding but the judgment of the probate court may be attacked in a subsequent action by other interested persons who were not parties to the proceeding in probate court C. holding that a probate court lacked jurisdiction over a proceeding to declare heirship because a court empowered with probate jurisdiction may only exercise its probate jurisdiction over matters incident to an estate when a probate proceeding related to such matters is already pending in that court emphasis added quoting bailey v cherokee cty appraisal dist 862 sw2d 581 585 tex 1993 D. holding that texass probate statute does not affect whether the probate exception to federal jurisdiction applies to a case E. holding that a suit for compensatory and punitive damages against various probate judges for conspiracy to deprive the plaintiff of property during the probate proceedings was not barred by the probate exception or rookerfeldman abstention doctrine

assistant: The best answer is B. holding that the determination by the probate court in the summary proceeding provided for by section 211516 revised code that assets should be included in an estate makes the question of title res judicata as between all parties to the proceeding but the judgment of the probate court may be attacked in a subsequent action by other interested persons who were not parties to the proceeding in probate 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: By execution below, the Originator expressly acknowledges and agrees that all of the Company’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned by the Company pursuant to the Receivables Purchase Agreement, and the Originator consents to such assignment. Each of the parties hereto acknowledges and agrees that the Administrator, and the Issuer are third party beneficiaries of the rights of the Company arising hereunder and under the other Transaction Documents to which the Originator is a party.

assistant: Agreements