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: (a) If the Participant's service on the Board terminates for any reason other than the reason specified in Section 3(b) below, any unvested Restricted Units held by the Participant on the date of such termination shall vest immediately and be delivered to the Participant (or the Participant’s estate) promptly after the date of such termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Agent Michael Pettry of the FBI, took charge of Mr. Salazar and transported him to Topeka, Kansas, for a court appearance. Prior to the trip Agent Pettry inquired of the Lenexa officers whether Mr. Salazar had been advised of and had invoked his right to remain silent and was told that Mr. Salazar had been advised of his rights but had not asserted his right to remain silent. During the trip to Topeka, Officer Jones advised Mr. Salazar of his rights under Miranda, and Mr. Salazar stated that he understood and waived them. He then confessed to having sold approximately ten pounds of methamphetamines over the previous two-year period. DISCUSSION A. We review the facts underlying a district court’s denial of a motion to suppress in the light most favorable to the governme Cir.1998) (<HOLDING>); United States v. Ludwig, 10 F.3d 1523, Options: A. holding that magistrate must have substantial basis for concluding that probable cause exists B. holding that once probable cause is established officer is not required to investigate further C. holding that because of officers experience detection of the smell of cocaine smoke reliably supported a probable cause determination D. holding that probable cause exists once drug detection dog alerts on closed container E. holding probable cause exists based upon information received from a reliable eyewitness

assistant: The best answer is D. holding that probable cause exists once drug detection dog alerts on closed container
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Commission, in making its determination on permanent total disability, considered a statement from Dr. Tollison which was to have been excluded from the record. The court thus remanded the case to the Commission with instructions to review the record without considering the excluded material and to determine whether its findings and conclusions should be altered in any way. The circuit court remanded the issue of the 30% disability assessed by the Veterans Administration for Foggie’s combat-related post- traumatic stress disorder, finding the Commission made “absolutely no ruling and no findings of any kind” on the issue, and instructed the Commission to review the record and applicable law and make specific findings concerning General Electric’s entitlement to the claim 1, 622 (1983) (<HOLDING>). Our courts have recognized that, in some Options: A. holding the commissions order reversing an award and remanding the case to the single commissioner to take further testimony was not final and not appealable to the circuit court until the commissions final determination regarding the single commissioners award the court construed the language in a provision of the code that states appeals from the commission to the circuit court shall be under the same terms and conditions as govern appeals in ordinary civil actions and stated an appeal to the circuit court will not lie from an interlocutory order of the commission unless it affects the merits citation omitted B. holding that a transfer order issued by a district court in another circuit is reviewable only in the circuit of the transferor district court C. holding that the district court did not have jurisdiction and remanding the matter to state court D. holding an appeal from a circuit court order remanding a workers compensation case for the purpose of making specific findings of fact is interlocutory and not reviewable by the court of appeals E. holding interlocutory order of the circuit court remanding the workers compensation matter for taking additional medical evidence did not involve the merits of the action and therefore was not reviewable by the court for lack of finality

assistant: The best answer is E. holding interlocutory order of the circuit court remanding the workers compensation matter for taking additional medical evidence did not involve the merits of the action and therefore was not reviewable by the court for lack of finality
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 agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Escrow Agreement is binding upon and will inure to the benefit of the parties to this Escrow Agreement and their respective successors and permitted assigns. The headings used in this Escrow Agreement have been inserted for convenience of reference only and do not define or limit the provisions of this Escrow Agreement. This Escrow Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Escrow Agreement shall be governed by the laws of the State of New York.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: response brief in reply brief); Carman v. H.B. Alvord, 31 Cal.3d 318, 182 Cal.Rptr. 506, 644 P.2d 192, 195 (1982) (ruling on issue raised for first time in responsive brief and then addressed in plaintiff's reply brief); Oliveira v. Amoco Oil Co., 311 Ill.App.3d 886, 244 Ill.Dec. 455, 726 N.E.2d 51, 56 (2000) (refusing to strike arguments of appellant's reply brief that were in response to arguments first raised in appellee's brief)}; Rome v. Commonwealth Edison Co., 81 Ill.App.3d 776, 36 Ill.Dec. 894, 401 N.E.2d 1032, 1034-35 (1980) (noting that issue first addressed in appellee's brief and then answered by appellant in reply brief was not waived, but would have been if not responded to in reply brief); City of Wichita v. McDonald's Corp., 266 Kan. 708, 971 P.2d 1189, 1200 (1999) (<HOLDING>); Brashear v. Baker Packers, 118 N.M. 581, 883 Options: A. holding that issue first raised in appellees brief and then answered in appellants reply brief was properly raised for review B. holding that reply brief is appropriate forum to rebut new material raised in appellees brief C. holding that the appellant cannot raise new issues in a reply brief he can only respond to arguments raised for the first time in appellees brief internal quotation marks omitted D. holding that an argument raised only in fact section of opening brief and in reply brief is not properly raised E. holding argument not raised in opening brief but raised for the first time in reply brief was waived

assistant: The best answer is B. holding that reply brief is appropriate forum to rebut new material raised in appellees brief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if any of the provisions contained in these terms of service are determined to be void , invalid or otherwise unenforceable by a court of competent jurisdiction , that provision shall be enforced to the maximum extent permissible so as to effect the intent of these terms of service and such determination shall not affect the remaining provisions contained herein .

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: reference. May a broad ranging probable cause affidavit serve to expand the express limitations imposed by a magistrate in issuing the warrant itself? We believe the answer is no. The affidavit as a whole cannot trump a limited warrant. Our cases have not dealt with this situation directly. Rather, we have considered cases in which an affidavit could cure a defective warrant. That circumstance has arisen when there is a clerical error or when the warrant is overbroad but could be cured by a particularized affidavit. Towne, 997 F.2d at 544 (affirming the “well-settled principle that a warrant’s overbreadth can be cured by an accompanying affidavit that more particularly describes the items to be seized”) (citation omitted); United States. v. Bowler, 561 F.2d 1323, 1326 (9th Cir.1977) (<HOLDING>). Here, however, there is no error in the Options: A. holding the leon exception applicable where the ad dress on the warrant was different from the address in the affidavit B. recognizing cases from other jurisdictions that stand for the proposition that where a factual date in the affidavit material to the probable cause finding is an apparent typographical error because it is contradicted by another factual time or date more likely to be true also contained within the four comers of the affidavit then a reviewing court may infer that a typographical error was made by the affiant and treat it as something other than what was written in the affidavit C. holding that in a suit on a sworn account the petition with an attached sworn account and verified affidavit of the sworn account was a liquidated claim proved by written instruments D. holding that the presence of the correct address in the sworn affidavit could correct a typographical error in the warrant E. recognizing that instructions must be correct and complete

assistant: The best answer is D. holding that the presence of the correct address in the sworn affidavit could correct a typographical error in the warrant
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 does not confer any right to use any name, trade name, trademark, or other designation of any Party to this Agreement (including contraction, abbreviation, or simulation of any of the foregoing) in advertising, publicity, or other promotional activities, and the use of the name, “The Regents of the University of California” or the name of any campus of the University of California is prohibited in such contexts; provided that the Parties agree to cooperate to develop agreed forms of language for press release and related publicity that may be employed by the Parties in connection with this Agreement, to which Regents and other Parties agree to be named as a party in connection with this Agreement. The name, trade name, trademark, or other designation of HHMI in advertising, publicity or other promotional activities shall be not be used without HHMI’s written consent.

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: Each party hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Notes or the actions of the Agent or any Lender in the negotiation, administration, performance or enforcement thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to any Lender or any Affiliate thereof or, with the consent of the Borrower and the Administrative Agent (which consent of the Borrower and the Administrative Agent shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed given if the Borrower has not objected thereto within fifteen Business Days of notice thereof), to an additional bank or financial institution (an “ Assignee ”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (an “ Assignment and Assumption ”), executed by such Assignee, such assigning Lender, and (to the extent required by this paragraph) the Administrative Agent (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a Lender, $5,000,000, or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) or (y) after giving effect to such assignment, the assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), to any Defaulting Lender or to the Borrower or any Affiliate of the Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: until a claim accrues. S.V. v. R.V., 933 S.W.2d 1, 4 (Tex.1996). Generally, a claim accrues when a wrongful act causes some legal injury, even if the fact of injury is not discovered until later, and even if all resulting damages have not yet occurred. Id.; Moreno v. Sterling Drug, Inc., 787 S.W.2d 348, 351 (Tex.1990) (stating that “a cause of action can generally be said to accrue when the wrongful act effects an injury”). When a claim accrues is a question of law for the court. Loyd v. ECO Resources, Inc., 956 S.W.2d 110, 126 (Tex.App.-Houston [14th Dist.] 1997, no pet.). The Insureds argue that this court’s precedent in Mauskar v. Hardgrove does not apply to this case. See No. 14-02-00756-CV, 2003 WL 21403464, at ⅜2-3 (Tex.App.-Houston [14th Dist.] June 19, 2003, no pet.) (mem.op.) (<HOLDING>). At a minimum, Maus-kar applies to the Options: A. holding that the cause of action accrued on the date of sale B. holding that subcontractors primary and excess insurance policies must pay first and before contractors own insurance C. holding that limitations on an insureds claims of negligent procurement negligent misrepresentation and violations of the insurance code and deceptive trade practices act began to run when insured purchased life insurance coverage and the discovery rule did not apply because the nature of the injury was not inherently undiscoverable D. holding claims for negligent procurement of insurance accrued on date the insured purchased the insurance policies E. holding that negligent misrepresentation is not affirmative defense regarding avoidance of life insurance policies

assistant: The best answer is D. holding claims for negligent procurement of insurance accrued on date the insured purchased the insurance policies
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: be consistent with the overall legislative scheme. See, Prohaska v. Sofamor, S.N.C., 138 F.Supp.2d 422, 448 (W.D.N.Y.2001); Sita v. Danek Medical, Inc., 43 F.Supp.2d 245, 260 (E.D.N.Y.1999). Plaintiff is correct in his contention that violations of the FDCA and the New York State Education Law § 6815 can constitute negligence per se if the violations are shown to have proximately caused his injuries. See, e.g. Ezagui v. Dow Chemical Corp., 598 F.2d 727, 733 (2d Cir.1979)(hold-ing that violations of the FDCA, 21 U.S.C. § 352, and the New York Education Law § 6815, for misbranding a product by providing false or misleading labeling, is negligence per se, provided plaintiff shows that the violations proximately caused the injuries and death of the decedent); Prohaska, 138 F.Supp.2d at 448 (<HOLDING>); Sita, 43 F.Supp.2d at 262 (recognizing that a Options: A. holding that per se statutory rule is not permissible under fourth amendment B. holding that violation of city ordinance does not constitute negligence per se C. holding negligence per se not applicable to violation of railroad commission regulation D. holding that a cause of action exists under negligence per se when the underlying claim is for misbranding or otherwise illegally omitting product warnings required by the fdca E. holding osha violations may be used as evidence of negligence per se under fela

assistant: The best answer is D. holding that a cause of action exists under negligence per se when the underlying claim is for misbranding or otherwise illegally omitting product warnings required by the fdca
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: Fischer was entitled to damages on the underlying claims. Thus, before the jury awarded punitive damages based on malicious prosecution, it first had to find that Fischer met his burden of proving liability for the underlying malicious prosecution claim. As we have already discussed, in finding in favor of Fischer on the malicious prosecution claim, the jury necessarily found that Scarborough acted willfully and maliciously to injure Fischer. The actual and punitive damages are based on the same conduct. We need not look at the state’s standard for awarding punitive damages because the jury already found that Scarborough’s, conduct in the underlying malicious prosecution claim, for which the punitive damages were also awarded, was willful and malicious. See In re Miera, 926 F.2d at 745 (<HOLDING>); see also Schoor, 139 B.R. at 468 (applying In Options: A. holding that punitive damages are available in an intentional discrimination action even if the jury does not assess compensatory damages B. holding that when compensatory damages are nominal a much higher ratio of punitive damages to compensatory damages can be contemplated C. holding punitive damages nondischargeable under 523a6 when such damages are based on the same conduct as the underlying nondischargeable judgment D. holding that punitive damages which are based on the same underlying action justifying nondischargeability of compensatory damages are likewise nondischargeable E. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages

assistant: The best answer is D. holding that punitive damages which are based on the same underlying action justifying nondischargeability of compensatory damages are likewise nondischargeable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: both conclusions. First, the three witnesses’ failure to hear the “Cleveland Police” announcements does not refute the detectives’ testimony that they in fact made several such announcements; it establishes only that the witnesses didn’t hear the announcements. In other words, the discrepancy doesn’t actually raise a genuine dispute of fact. Indeed, even though, as the district court observed, the conditions were such that Melvin Chappel (6th Cir.2001) (applying temporally segmented analysis to possibly erroneous actions taken by officers and finding error that preceded shooting segment to be immaterial); Boyd, 215 F.3d at 599 (applying segmented analysis to excessive force claim in determining which facts were material); Dickerson v. McClellan, 101 F.3d 1151, 1161-62 (6th Cir.1996) (<HOLDING>). Notwithstanding this case law, the district Options: A. holding that evidence of recklessness by one officer in events leading up to shooting was immaterial in evaluating objective reasonableness of shooting officers decision to use deadly force in the situation he faced at time of shooting B. recognizing that time to consider reasonableness of plaintiffs position is at time of initiation of litigation C. holding that apprehension by the use of deadly force is a seizure D. holding the time frame is crucial and evaluating reasonableness of officers use of deadly force at the time of the seizure irrespective of their prior unreasonable conduct in creating the circumstances E. holding the use of deadly force standing alone does not constitute a seizure and absent an actual physical restraint or physical seizure the alleged unreasonableness of the officers conduct cannot serve as a basis for a 1983 cause of action

assistant: The best answer is D. holding the time frame is crucial and evaluating reasonableness of officers use of deadly force at the time of the seizure irrespective of their prior unreasonable conduct in creating the circumstances
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: means.” Id. at 41, Page ID 41. To the extent this claim implicates testimony given by the officers in Gavitt’s preliminary examination and trial, the district court held that Fatchett and Kalman are entitled to absolute immunity, citing Moldowan v. City of Warren, 578 F.3d 351 (6th Cir. 2009). Gav-itt does not challenge this part of the ruling. To the extent Count II can be construed as alleging that defendants Fatchett and Kalman violated Gavitt’s due process rights by continuously failing to correct their misrepresentation during the 26-year period of his wrongful imprisonment, the district court viewed the allegations as a claim for post-conviction failure to disclose exculpatory evidence (i.e., Brady materials). The court held that due process does not impose o E.D. Mich. 2014) (<HOLDING>); and Latta v. Chapala, 221 Fed.Appx. 443, Options: A. recognizing 1983 substantive due process claim B. holding that the sixth circuit like most circuits has not recognized a substantive due process claim based on an inadequate investigation C. holding presumptive lead plaintiff inadequate due to unrelated fraud investigation D. holding that when a prisoners deliberate indifference claim is covered by the eighth amendment the substantive due process claims are duplicative and thus the substantive due process claims should be dismissed E. recognizing a plaintiffs 1988 claim predicated on an alleged violation of his substantive due process rights

assistant: The best answer is B. holding that the sixth circuit like most circuits has not recognized a substantive due process claim based on an inadequate investigation
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 Bank and each Fronting Bank irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto. Except as otherwise expressly permitted by this Agreement or with the prior written consent of the Administrative Agent, only the Administrative Agent (and not one or more of the Banks) shall have the authority to deal directly with the Borrower under this Agreement and each Bank acknowledges that all notices, demands or requests from such Bank to Borrower must be forwarded to the Administrative Agent for delivery to the Borrower. Each Bank acknowledges that, except as otherwise expressly set forth in this Agreement, the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Banks absent written instructions from Administrative Agent in accordance with its rights and authority hereunder.

assistant: Authorizations
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: these terms contain a binding arbitration agreement and class action waiver , which state that you and onavo agree to resolve certain disputes through binding individual arbitration and give up any right to have those disputes decided by a judge or jury .

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: peace officers, and by Agent Radford’s blunt and categorical declaration of his determination to enter, already quoted. Thus confronted, Joyce Marie Michael had no real option. She had to yield. Protest would have been fruitless, physical resistance would have been absurd. It may be added briefly that the conclusion already announced supportive of the legality of the arrests and of the entry into the Michael residence also prompts this court to the view that such information and evidence as ensued, or was discovered or confirmed, upon such entry was incidental to a lawful entry and arrest, and was properly received upon the trial. The appellant contends and earnestly argues that the evidence upon her trial was insufficient to sustain her conviction, and the judgment entered upon it (<HOLDING>) Putting aside for later attention herein, the Options: A. holding that probation and suspension of sentence may not be revoked based solely on a violation or criminal offense that was committed before the offender was actually placed on probation B. holding that minnesota stay of imposition is sentence for purposes of federal sentencing guidelines even if no term of probation was imposed C. holding that probation is not a sentence D. holding a sentencing court is not required to grant probation E. recognizing of course the suspension of the imposition of sentence and the grant of probation

assistant: The best answer is E. recognizing of course the suspension of the imposition of sentence and the grant of probation
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 AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER, BY ITS ACCEPTANCE OF THIS AGREEMENT, AND PLEDGOR EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND PLEDGOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. PLEDGOR AGREES THAT SERVICE OF PROCESS UPON PLEDGOR AT THE ADDRESS FOR PLEDGOR SET FORTH HEREIN AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO PLEDGOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON PLEDGOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. PLEDGOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGE IN THE ADDRESS FOR PLEDGOR SET FORTH HEREIN, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE AN AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE AN AUTHORIZED AGENT IF PLEDGOR CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK.

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 validity, interpretation and enforcement of this Second Amendment and any dispute arising out of the relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

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: All necessary agreements and consents of any parties to the consummation of the transactions contemplated by this Agreement, or otherwise pertaining to the matters covered by this Agreement, shall have been obtained by Seller or Buyer and delivered to Seller.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the complete understanding between the Parties with respect to the subject matter hereof, and supersedes all prior discussions, communications, representations, promises and statements, whether between the Parties or between their affiliated corporations and their employees, agents and representatives are merged herein.

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: The Administrative Agent shall have received (i) an insurance report from the Insurance Consultant addressed to the Administrative Agent and the Lenders, including an opinion as to the adequacy of the insurance maintained by the Borrower and (ii) an insurance certificate from the Borrower’s insurance broker identifying the underwriters, types of insurance, applicable insurance limits and policy terms consistent with such insurance report and evidence, including customary insurance certificates, that all insurance required to be obtained and maintained pursuant to the Loan Documents has been obtained and all premiums thereon have been paid in full, in each case in form and substance satisfactory to the Administrative Agent.

assistant: Insurances
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 airlines’ market-by-market responses, than posited by Plaintiffs’ experts,” noting that the plaintiffs’ “antitrust claims will rise or fall with the trier of fact’s acceptance or rejection of their” argument and all that mattered at class certification is that their theory of liability rest upon “a colorable analytical method that is susceptible to generalized proof’); Columbus Drywall & Insulation, Inc. v. Masco Corp., No. 1:04-cv-3066-JEC, 2009 WL 856306, at *9-10 (N.D.Ga. Feb. 9, 2009) [hereinafter Columbus Drywall II] (even where prices were indisputably subjected to individualized negotiations, classwide impact could be shown by showing that the starting price for the negotiations was artificially increased); In re Vitamins Antitrust Litig., 209 F.R.D. 251, 263-64 (D.D.C.2002) (<HOLDING>); Midwestern Mach., 211 F.R.D. at 571-72 Options: A. holding that the predominance requirement was satisfied where determination of each class members damages involved a straightforward calculation of which days and how many hours they worked as well as a review of the defendants written records keeping track of class members earnings B. holding that predominance was satisfied even where class members purchased widely different products in completely unrelated markets C. holding that class certification is not appropriate because plaintiffs failed to demonstrate that the calculation of individualized actual economic damages if any suffered by the class members can be performed in accordance with the predominance requirement of rule 23b3 D. holding that a putative class action satisfied predominance because the allegations were susceptible to proof by generalized evidence E. holding typicality requirement satisfied because named plaintiffs claims stemmed from same legal theory as class claims notwithstanding fact that class purchased tickets at different prices according to different terms

assistant: The best answer is B. holding that predominance was satisfied even where class members purchased widely different products in completely unrelated markets
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to the Company provided for herein shall be in writing, marked to the attention of the Corporate Controller at 7 West Seventh Street, Cincinnati, Ohio 45202 and any notice to Optionee shall be addressed to Optionee at his or her address currently on file with the Company. Any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class mail, postage prepaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit in the United States mail).

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: The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Sensitive Information in confidence shall remain in effect until the Sensitive Information no longer qualifies as a trade secret or otherwise needing protection until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

assistant: Yes
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: Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7.3, 7.10 and 7.15, and the other provisions of this Section 7 (to the extent necessary to effectuate the survival of Sections 6, 7.3, 7.10 and 7.15), shall survive termination of this Agreement and any termination of the Executive’s employment hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, the Issuing Lender, each Swingline Lender and/or the Arranger, constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and each Joinder Agreement, and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto, and to their respective successors and assigns, except that no Grantor shall be permitted to assign this Agreement, any Joinder Agreement or any interest herein or therein or in the Disposition Proceeds Collateral, or any part thereof or interest therein, or otherwise pledge, encumber or grant any option with respect to the Disposition Proceeds, or any part thereof, or any cash or property held by the Administrative Agent as the Disposition Proceeds under this Agreement except as expressly permitted herein or in the Credit Agreement. Without limiting the generality of the foregoing sentence of this Section 4.15, any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the Credit Agreement (to the extent permitted by the Credit Agreement); and to the extent of any such assignment or participation such other Person shall, to the fullest extent permitted by law, thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, subject however, to the provisions of the Credit Agreement, including Article IX thereof (concerning the Administrative Agent) and Section 10.06 thereof (concerning assignments and participations). All references herein to the Administrative Agent and to the Secured Parties shall include any successor thereof or permitted assignee, and any other obligees from time to time of the Secured Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Yeota Christie contends that she received demands for mortgage payments from several entities that did not have the authority to make such demands: The Bank of New York Mellon, N.A, as Trustee for the CWALT Pass-Through Certificates CWALT Series 2007-OA3 (the “CWALT Trust”); Bank of America, N.A.; BAC Home Loans Servicing, LP; and Re-conTrust Company, N.A. (collectively, “Ap-pellees”). Christie alleges that unauthorized and inauthentic assignments of her loan have rendered her Note (9th Cir.1990) (<HOLDING>). Christie’s reliance on the California Options: A. holding that when applying state law this court follows the decision of the highest state court or in the absence of such a decision and any indication that the highest court would rule differently the decisions of the states intermediate courts B. holding federal courts are bound to follow intermediate state appellate court decisions unless there is persuasive evidence that the states highest court would rule otherwise C. holding that federal courts must accept the decision of the states highest court even if it is an erroneous one D. holding that when applying state law a federal court is bound to follow the highest court in the state E. holding that when there is no ruling by the states highest court it is the duty of the federal court to determine as best it can what the highest court of the state would decide

assistant: The best answer is A. holding that when applying state law this court follows the decision of the highest state court or in the absence of such a decision and any indication that the highest court would rule differently the decisions of the states intermediate courts
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: (5th Cir. 2001) (“[PJrobable cause is not destroyed by a suspect’s denial.”). Having concluded that Detective Israel could rely on Officer Hammock’s report (as well as his conversation with Officer Crawford), it is obvious that he had probable cause to believe that Smith made a threat against Jordan. But Smith protests that, even if that is true, Detective Israel had no probable cause to believe that she had any intent to communicate that threat to Jordan. She argues that telling Officer Hammock he could put her threat in his report was not enough to suggest any intent to communicate her threat to Jordan. It is not clear from Georgia law whether she is correct on that point. There are several cases that suggest she is not. Cobble v. State, 268 Ga.App. 792, 603 S.E.2d 86, 87-88 (2004) (<HOLDING>); Nassau v. State, 311 Ga.App. 438, 715 S.E.2d Options: A. holding that a defendant had no intent to communicate his threats to a victim where he made them for the purpose of obtaining a diagnosis and treatment from mental health professionals B. holding that a defendant has the right to an order permitting him to inspect his own written or recorded statements absent a basis for a protective order C. holding that an enhancement under 3a12 cannot apply absent evidence that defendant knew or had reasonable cause to believe victim was a law enforcement officer D. holding that evidence the victim tried to keep defendant from fleeing the scene of a crime and defendant killed victim in order to escape supported the finding that murder was committed to avoid arrest E. holding that threats made in the presence of a law enforcement officer were sufficient evidence to indicate an intent to communicate because the victim had a protective order against the defendant and the defendant had just violated that order

assistant: The best answer is E. holding that threats made in the presence of a law enforcement officer were sufficient evidence to indicate an intent to communicate because the victim had a protective order against the defendant and the defendant had just violated that 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: This Agreement shall automatically terminate and the restrictions in this Agreement shall lapse upon the termination of the Merger Agreement in accordance with its terms; provided , however , that the provisions of Section 1 and Sections 5 through 14 shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Landlord and Tenant each represents and warrants to the other that such party has not dealt with any broker in bringing about this Amendment other than Jones Lang LaSalle Brokerage, Inc. Tenant and Landlord each agrees to hold the other harmless and indemnify and defend the other from and against any and all loss, cost, liability, damage and expense arising out of the inaccuracy of the representation contained in the preceding sentence and each party represents to the other that, other than Jones Lang LaSalle Brokerage, Inc., it has not engaged and is not responsible for the payment of a fee, commission or other compensation to any other person in connection with this Amendment.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: as used in these terms of use , `` netflix service '' , `` our service '' or `` the service '' means the service provided by netflix for discovering and watching netflix content , including all features and functionalities , recommendations and reviews , the website , and user interfaces , as well as all content and software associated with our service .

assistant: None