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: Borrower does knowingly, voluntarily, and intelligently waive its constitutional right to a trial by jury with respect to any claim, dispute, conflict, or contention, if any, as may arise under the Loan Documents, and agree that any litigation between the parties concerning the Loan Documents shall be heard by a court of competent jurisdiction sitting without a jury. Borrower hereby confirms to Bank that it has reviewed the effect of this waiver of jury trial with competent legal counsel of their choice, or have been afforded the opportunity to do so, prior to signing the Loan Documents and each acknowledges and agrees that Bank is relying upon this waiver in extending the Loan to Borrower.

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: Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns (other than any taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member) except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; no material tax Lien has been filed against any Group Member; and, to the knowledge of any Borrower, no claim is being asserted with respect to any tax return or for any unpaid taxes that, individually or in the aggregate for all such claims, would reasonably be expected to have a Material Adverse Effect.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you create or use an account on behalf of a business entity , you represent that you are authorized to act on behalf of such business and bind the business to this user agreement .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The consummation of the purchase and sale of the Property (the “ Closing ”) shall take place on or before September 15, 2016 or at earlier date as mutually agreed to in writing by the parties (the “ Closing Date ”). The Closing shall be conducted through an escrow with the Escrow Holder, with escrow fees to be paid equally by Seller and Buyer. IT IS AGREED THAT TIME IS OF THE ESSENCE OF THIS AGREEMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Agreement is binding upon and shall inure to the benefit of Executive’s heirs, executors, administrators or other legal representatives, upon the successors of the Company and upon any entity into which the Company merges or consolidates. The Company shall assign or otherwise transfer this Agreement and all of its rights, duties, obligations or interests under it or to any successor to all or substantially all of its assets. Upon such assignment or transfer, any such successor will be deemed to be substituted for the Company for all purposes. Executive may not assign or delegate the obligations of Executive under this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: Tax withholding requirements attributable to the exercise of this option, including employment taxes, Federal income taxes, and state and local income taxes with respect to the state and locality where, according to the Company’s system of records, the Participant resides at the time the option is exercised, except as otherwise might be determined to be required by the Company, will be satisfied by the Participant as instructed in the established procedures for exercising this option; provided, howeve r , that the foregoing employment, Federal, state and local income tax withholding provision shall be subject to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of the United States) or US employees working outside of the United States. It is the Participant’s responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of exercising this option.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery of this Promissory Note by the Company and the performance of its obligations hereunder have been duly authorized by all necessary limited liability action in accordance with all applicable laws. The Company has duly executed and delivered this Note.

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: equitable remedies : you hereby agree that if the terms of this eula are not specifically observed , rovio will be irreparably damaged , and therefore you agree that rovio shall be entitled , without bond , other security or proof of damages , to appropriate equitable remedies with respect to your breach of any of the terms of this eula , in addition to any other available remedies .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither such Purchaser nor its Affiliates or any of their respective officers, directors, employees or agents has employed any broker or finder for which the Company will incur any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for such Purchaser in connection with this Agreement or the transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: upon the argument that parole is a "privilege.” 5 LaFave § 10.10(b), at 525-26. The United States Supreme Court rejected this theory two years after the Iowa Supreme Court did. See Morrissey v. Brewer, 408 U.S. 471, 482, 92 S.Ct. 2593, 2601, 33 L.Ed.2d 484, 495 (1972). The Court stated: It is hardly useful any longer to try to deal with this problem in terms of whether the parolee's liberty is a "right” or a "privilege.” By whatever name, the liberty is valuable and must be seen as within the protection of the Fourteenth Amendment. Id. 4 . Our ultimate resolution of this case does not render the conditions of a parole agreement unenforceable. The State may ordinarily impose any reasonable condition on the grant of parole. Cf. State v. Valin, 724 N.W.2d 440, 445-46, 448-49 (Iowa 2006) (<HOLDING>). A violation of that condition can result in a Options: A. holding that a defendant who scored more than sixty points on his sentencing scoresheet and was not convicted of an offense specifically referenced in the drug offender probation statute was ineligible to receive drug offender probation B. 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 C. recognizing that probation condition required probationer to enter into and successfully complete a sex offender treatment program but finding that no condition of probation was imposed that required him to admit to a counselor the sexual acts charged D. holding that probation is not a sentence E. recognizing the state may impose reasonable conditions of probation but holding that a probation condition requiring a sex offender who was convicted of operating while intoxicated to be subjected to a penile plethysmograph exam for sexual arousal was unreasonable

assistant: The best answer is E. recognizing the state may impose reasonable conditions of probation but holding that a probation condition requiring a sex offender who was convicted of operating while intoxicated to be subjected to a penile plethysmograph exam for sexual arousal was unreasonable
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: For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; and (b) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a hole. Unless the context otherwise requires, references herein: (i) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (ii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party entitled to indemnification under this Section 5.9 (each, an “ Indemnified Party ”) shall give written notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense of any action, in which there is, in the reasonable opinion of counsel selected by the Indemnifying Party to represent the Indemnified Party, a material conflict or any material issue between the position of the Indemnifying Party and the position of the Indemnified Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: his or her own interests.” Mount Elliott Cemetery Ass’n v. City of Troy, 171 F.3d 398, 404 (6th Cir. 1999); see also Connection Distrib. Co. v. Reno, 154 F.3d 281, 295 (6th Cir. 1998). Plaintiffs have expressly stated that they “rely neither on third-party standing nor [on] the harms of others,” Appellants’ Br. 24, but the Government contends that without invoking third-party standing, Plaintiffs would have no way to attack the FFI Penalty, which is imposed only on financial institutions that are not parties to this litigation. 2. Causation Even if a plaintiff alleges an actual or imminent injury that is concrete and particularized, the plaintiff must also show that the injury is “fairly traceable to the defendant’s allegedly unlawful conduct.” Allen, 468 U.S. at 751, 104 S.Ct. 3315 (<HOLDING>). When a plaintiffs alleged injury is the Options: A. holding that irs was bound by plan and bankruptcy codes method of determining amount of nondischargeable claim where irs had filed proof of claim for nondischargeable tax debt B. holding that a decedents tax settlement with the irs did not establish the value of his estates claim against the irs as a matter of law C. holding that irs claim for taxes and claim of debtor against irs for violation of automatic stay did not arise out of the same transaction or occurrence D. holding parents of schoolchildren lacked standing to sue irs to challenge private schools tax exemptions where the parents alleged harm of increased school segregation was caused by the private schools choice to racially discriminate and was not fairly traceable to the irs E. holding that the irs has a law enforcement purpose in the context of a criminal tax investigation

assistant: The best answer is D. holding parents of schoolchildren lacked standing to sue irs to challenge private schools tax exemptions where the parents alleged harm of increased school segregation was caused by the private schools choice to racially discriminate and was not fairly traceable to the irs
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 rules in this Section 17.K are effective for Plan Years beginning after December 31, 2009. The requirements of Code Section 436 are hereby incorporated by reference in the Plan for earlier Plan Years beginning after December 31, 2007.

assistant: Effective Dates
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: Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents, (A) to the fullest extent permitted by applicable Law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens intended to be covered by any of the Collateral Documents as of the Closing Date or thereafter, (B) to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder, (C) to assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or intended to be granted as of the Closing Date or thereafter to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so and (D) to vest in Group good and marketable title to the Specified Equity Interests (as such term is defined in the Assignment Agreement) (including execution and delivery of transfer powers, certificates, documents of title and other instruments of conveyance in connection therewith).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each of the Loan Parties owns, or is licensed to use, all Intellectual Property necessary for or used in the conduct of its business as currently conducted, (ii) no claim has been asserted and is pending by any Person challenging or questioning the ownership, registration or use of any Intellectual Property of the Loan Parties or the validity or effectiveness of any Intellectual Property of the Loan Parties, nor does any Loan Party know of any valid basis for any such claim and (iii) the use of Intellectual Property by each of the Loan Parties does not infringe on the rights of any Person in any material respect.

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: “serious health condition that makes the employee unable to perform the functions of the position of such employee.” 29 U.S.C. § 2612(a)(1)(D). Similarly, the DCFMLA provides that a covered employee who “becomes unable to perform the functions of the employee’s position because of a serious health condition” shall receive 16 weeks of protected medical leave during any 24-month period. D.C. Code Ann. § 32-503(a). Both the FMLA and the DCFMLA recognize two theories of recovery for statutory violations: (1) the entitlement or interference theory, and (2) the retaliation or discrimination theory. 29 U.S.C. § 2615(a); D.C. Code Ann. § 32-507; see also Gordon v. U.S. Capitol Police, 778 F.3d 158, 160-61 (D.C.Cir.2015); Wash. Convention Ctr. Auth. v. Johnson, 953 A.2d 1064, 1075-76 (D.C.2008) (<HOLDING>). The first theoiy prohibits any person from Options: A. recognizing authority stating that a plaintiff in a cercla action is allowed to plead alternative theories even if it cannot ultimately seek duplicate recovery B. holding that separate theories of recovery all constituted a medicalmalpractice claim C. recognizing that that dcfmlas theories of recovery parallel the fmlas D. holding that the failure to plead a particular legal theory when the plaintiff pled two related legal theories was not a bar to recovery E. holding that the avoidance powers provide for recovery only if the recovery is for the benefit of the estate

assistant: The best answer is C. recognizing that that dcfmlas theories of recovery parallel the fmlas
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 Grantor hereby agrees not to divest itself of any material right under or with respect to any Intellectual Property material to its business other than in the ordinary course of business or as expressly permitted pursuant to the Credit Agreement absent prior written approval of the Administrative Agent.

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: 2458, 57 L.Ed.2d 351 (1978). Unless all three requirements are met, jurisdiction is not available under the collateral order doctrine. Gulfstream, 485 U.S. at 276, 108 S.Ct. at 1136-37. The trial court’s denial of the proposed consent decree does not satisfy either the first or sécond prongs. A To first satisfy the Cohen doctrine, the trial court’s denial of the consent decree must conclusively determine the parties’ ability to settle their claims. Orders that are “inherently tentative” are contrasted with those expected to be the final word on the subject addressed. See Gulfstream, 485 U.S. at 277-78, 108 S.Ct. at 1137-38 (rejecting collateral order review of a denial of a motion to stay as inherently tentative); Coopers & bybrand, 437 U.S. at 469 & n. 11, 98 S.Ct. at 2458 & n. 11 (<HOLDING>). Inherently tentative orders are those “to Options: A. holding that mothers failure to appeal prior contempt order precluded her challenge to prior order in appeal from later order entered based upon prior contempt order B. holding that order denying representation to class of future claimants in bankruptcy proceeding is equivalent to denial of request to intervene and order denying right to intervene is appealable final order C. holding that a district court order denying anonymity to the parties is a collateral order D. holding the collateral order exception does not apply to a pretrial order denying class certification because the order is subject to revision prior to a decision on the merits E. holding that a bankruptcy court order denying a trustees claim to immunity was final and appealable under the collateral order doctrine

assistant: The best answer is D. holding the collateral order exception does not apply to a pretrial order denying class certification because the order is subject to revision prior to a decision on the merits
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 will not effect any transaction that would result in an adjustment to the Conversion Rate, or would result in an Ex-Dividend Date, occurring at any time on or after the Issue Date and on or before the Reset Date (excluding the adjustment to the Conversion Rate occurring on the Reset Date pursuant to the proviso to Section 7(d) ).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All acknowledgments, agreements and covenants of the Company set forth in this Agreement shall survive the expiration or termination of this Agreement, any Related Agreement or the redemption or repurchase of, or any other payment on, the Shares.

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: Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court of Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of the state of Minnesota could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

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 legal provision and list the applicable contract clause categories. Provision: Amounts payable under this Plan shall be an obligation of the Employer and successors of the Employer and shall constitute mere unfunded, unsecured promises by the Employer to pay cash compensation to the Participants. The Company and its affiliates that constitute the Employer shall be jointly and severally liable for benefit payments to Participants under this Plan. In the event a Participant’s employer becomes insolvent, a Participant may bring a claim for benefits under this Plan against the Company or any affiliate of the Company that is an Employer under this Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: speaking, there are two distinct purposes of a standby counsel. One is to “stand by” and be ready to proceed if the defendant should choose to cease self-representation, or if there is any other reason why self-representation cannot continue. The second purpose of a standby counsel is to help a self-representing defendant if, and to the extent, assistance is requested. As discussed above, the Supreme Court in Faret-ta expressly recognized both these applications, see 422 U.S. at 834 n. 46, 95 S.Ct. 2525, even though it left the precise scope of standby counsel’s role not fully charted. In the wake of Faretta, however, federal courts have adopted both these rules in delineating standby counsel’s role. See, e.g., United States v. Gomez-Rosario, 418 F.3d 90, 96-97, 102 (1st Cir.2005) (<HOLDING>); United States v. Lawrence, 161 F.3d 250, 252 Options: A. holding that although the defendant filed a number of motions because the original trial date never changed as a result of those motions no delay could be attributed to the motions B. holding that district court could consistent with faretta require that standby counsel screen pro se defendants motions to facilitate the orderly functioning of the proceedings after the unassisted defendant deluged the district court with nearly 100 long and frivolous motions C. holding that motions to dismiss should have been converted into motions for summary judgment where the district court relied upon contract documents submitted by the defendant D. holding in part that the presumption of public access attaches to pretrialnondiscovery motions whether preliminary or dispositive and the materials briefs and documents filed with the court in support of or in opposition to such motions but not to pretrial discovery motions E. holding that a court commits no error in refusing to rule on pro se motions raised by a represented party

assistant: The best answer is B. holding that district court could consistent with faretta require that standby counsel screen pro se defendants motions to facilitate the orderly functioning of the proceedings after the unassisted defendant deluged the district court with nearly 100 long and frivolous motions
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: establish the second requirement for waiver, i.e., that there is probable cause to believe that the property will be held exempt. Therefore, Crossroads cannot fulfill the criteria for waiver of tax payments, regardless of whether we hold unconstitutional the requirement in Minn.Stat. § 278.03, subd. 1(3), that churches establish financial hardship. Accordingly, Crossroads’ claim presents a moot question that we need not review. Crossroads’ second argument is that the tax court’s decision violated its freedom of contract, and its third argument is that Minn.Stat. § 272.02, subd. 38(b), violates Article 10, Section 1, of the Minnesota Constitution. We will not consider on appeal issues not raised before or addressed by the tax court. See Thiele v. Stick, 425 N.W.2d 580, 582 (Minn.1988) (<HOLDING>). We have examined Crossroads’ submissions to Options: A. holding that issues not raised in the trial court may not be raised later on appeal B. holding that as a general rule this court will not consider an issue that was not raised below C. recognizing general rule that an appellate court cannot address claims that were not raised below D. holding that a reviewing court will not address those issues not raised below or not addressed by the trial court E. recognizing the general rule that an appellate court will not address matters that were not raised or decided in the trial court

assistant: The best answer is D. holding that a reviewing court will not address those issues not raised below or not addressed by the trial court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall use the proceeds from the issuance and sale of the Shares for (a) the purchase of the shares of Series A Preferred Stock held by Kingdom Capital Market LLC for an aggregate purchase price of not more than $1,000,000.00 and (b) general working capital purposes.

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: This Agreement, together with the other Loan Documents, represents the entire agreement of the Borrower, the Lenders and the Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

assistant: Integration
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: Wherever possible, each provision of this Deed of Trust shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Deed of Trust shall be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Deed of Trust.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower, and any endorsers and guarantors hereof, and all others who may become liable for all or any part of the indebtedness evidenced by this Note, severally waive diligence, presentment for payment, protests, notice of dishonor and of nonpayment and protest, and do hereby consent to any number of forbearances, renewals or extensions of the time of payment hereof, releases or substitutions of all or any part of the security for the payment hereof or release of any party liable for this obligation and waive all defenses based upon suretyship or impairment of collateral. Any such extension or release may be made without notice to any of said parties and without discharging their liability. Borrower hereby waives all relief from any and all appraisement or exemption laws now in force or hereafter enacted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company or any Subsidiary on the one hand, and (b) on the other hand, any officer, employee, consultant or director of the Company, or any of Subsidiaries, or any person owning any capital stock of the Company or any Subsidiary or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder.

assistant: Transactions With Affiliates
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 term of the Company commenced on December 17, 2015 by filing the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall continue in existence perpetually until termination or dissolution in accordance with the provisions of Article X .

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

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 385 U.S. 92 87 S.Ct. 252 17 L.Ed.2d 189 John P. O'CONNORv.OHIO. No. 477. Decided Nov. 14, 1966. James W. Cowell, Toledo, Ohio (Raymond S. Metzger, Jr., Toledo, Ohio, of counsel), for petitioner. Harry Friberg, Pros. Atty., and Anthony Pizza, Asst. Pros. Atty., Toledo, Ohio, for respondent. PER CURIAM. 1 This is the second time petitioner has come before this Court with the claim that the prosecutor's comment upon his failure to testify during his trial for larceny violated the constitutional right to remain silent. In O'Connor v. Ohio, 382 U.S. 286, 86 S.Ct. 445, 15 L.Ed.2d 337, we considered this contention when we granted certiorari, vacated the conviction and remanded the case to the Supreme Court of Ohio for further proceedings in light of our decision in Griffin v. State of California, 380 U.S. 609, 85 S.Ct. 1229, 14 L.Ed.2d 106. Following remand, the Ohio court by a closely divided vote upheld petitioner's conviction solely on the ground that he failed to object to the proscribed comment at his trial and during his first appeal in the state courts. That failure was held to preclude the Ohio appellate courts from considering the claim that petitioner's federal constitutional rights had been infringed. 2 The State does not contest the fact that the prosecutor's remarks violated the constitutional rule announced in Griffin. Moreover, it is clear the prospective application of that rule, announced in Tehan v. U.S. ex rel. Shott, 382 U.S. 406, 86 S.Ct. 459, 15 L.Ed.2d 453, does not prevent petitioner from relying on Griffin, since his conviction was not final when the decision in Griffin was rendered. Indeed, in Tehan we cited our remand of petitioner's case as evidence that Griffin applied to all convictions which had not become final on the date of the Griffin judgment. 382 U.S., at 409, n. 3, 86 S.Ct., at 461. Thus, the only issue now before us is the permissibility of invoking the Ohio procedural rule to defeat petitioner's meritorious federal claim. 3 We hold that in these circumstances the failure to object in the state courts cannot bar the petitioner from asserting this federal right. Recognition of the States' reliance on former decisions of this Court which Griffin overruled was one of the principal grounds for the prospective application of the rule of that case. See Tehan v. U.S. ex rel. Shott, 382 U.S. 406, 417, 86 S.Ct. 459, 465, 15 L.Ed.2d 453. Defendants can no more be charged with anticipating the Griffin decision than can the States. Petitioner had exhausted his appeals in the Ohio courts and was seeking direct review here when Griffin was handed down. Thus, his failure to object to a practice which Ohio had long allowed cannot strip him of his right to attack the practice following its invalidation by this Court. 4 We therefore grant the petition for certiorari and reverse the judgment of the Supreme Court of Ohio. 5 It is so ordered. 6 Judgment reversed.

assistant: 1
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: U.S. at 37, 80 S.Ct. at 508; Fuchs Sugars & Syrups, Inc. v. Amstar Corp., 602 F.2d 1025, 1033 (2d Cir.), cert. denied, 444 U.S. 917, 100 S.Ct. 232, 62 L.Ed.2d 172 (1979); Butera v. Sun Oil Co., 496 F.2d 434, 437 n. 7 (1st Cir.1974). All refusals to deal, however, are not beyond the reach of the antitrust laws. The Supreme Court has explicitly ruled that When the manufacturer’s actions, as here, go beyond mere announcement of his policy and the simple refusal to deal, and he employs other means which effect adherence to his resale prices, this countervailing consideration [the right of the manufacturer to decide with whom to deal] is not present and therefore he has put together a combination in violation of the Sherman Act. Parke U.S. 707, 723, 64 S.Ct. 805, 813, 88 L.Ed. 1024 (1944) (<HOLDING>); Parke, Davis, 362 U.S. 29, 80 S.Ct. 503, 4 Options: A. holding that the defendants acquiescence to a mistrial constituted implicit consent precluding a later claim of double jeopardy B. holding that the prosecutors burden to prove that consent was voluntarily given cannot be discharged by showing no more than acquiescence to a claim of lawful authority C. holding that more than mere acquiescence of wholesalers to a resale price maintenance scheme constituted a violation of section 1 D. holding that probable cause is something more than mere suspicion E. holding that something more than a mere error of law is required to constitute misconduct

assistant: The best answer is C. holding that more than mere acquiescence of wholesalers to a resale price maintenance scheme constituted a violation of section 1
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 1132(e)(1) (emphasis added). Therefore the trial court lacked subject matter jurisdiction over the COBRA claim. Accordingly, we affirm the trial court with respect to breach of contract, breach of contract damages, and § 75-1.1 claim and damages. We vacate the trial court’s decision with respect to intentional infliction of emotional distress and damages pursuant to that claim and assertion of jurisdiction over the COBRA claim. We reverse the trial court on the issue of trebling pre-judgment interest and remand to the trial court to enter an amount of damages in accordance with this opinion. Affirmed in part, vacated in part, reversed in part, and remanded. Judges TYSON and BRYANT concur. 1 . In the Matter of Appeal from Civil Penalty, 324 N.C. 373, 384, 379 S.E.2d 30, 37 (1989) Options: A. holding that one panel of this court is not bound by dicta in a previously published panel opinion B. holding that a panel of this court is bound by a holding of a prior panel but is not bound by a prior panels dicta C. holding that a panel of the court of appeals is bound by a prior decision of another panel of the same court addressing the same question but in a different case unless overturned by an intervening decision from a higher court D. holding that where a panel of the court of appeals has decided the same issue albeit in a different case a subsequent panel of the same court is bound by that precedent unless it has been overturned by a higher court E. holding that one panel of this court is bound by the precedent of an earlier panel absent en banc reconsideration or a superseding contrary decision of the supreme court

assistant: The best answer is D. holding that where a panel of the court of appeals has decided the same issue albeit in a different case a subsequent panel of the same court is bound by that precedent unless it has been overturned by a higher 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: Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Participant’s service at any time, for any reason and with or without cause.

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: In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to Optionees of Common Stock other than a regular cash dividend, the number and class of securities subject to the Option will be equitably adjusted by the Committee, such adjustment to be made in accordance with Section 409A of the Code, to the extent applicable. The decision of the Committee regarding any such adjustment is final and binding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court observed, the Ex Post Facto Clause asks whether the USPC “applied the correct parole guidelines” and not whether the USPC correctly applied the parole guidelines. Bailey I, 945 F.Supp.2d at 64. The Ex Post Facto Clause constrains the government’s ability to use retroactive legal rules to justify criminal punishment. Where, as here, a prisoner believes the USPC has mis-applied a prospective legal rule, the Clause simply does not apply. Of course, this is not to say the prisoner has no legal recourse to challenge an alleged mis-application of law. Prisoners have avenues to challenge the unlawful denial of a request for parole— even where this denial does not violate the Ex Post Facto Clause. See, e.g., Furnari v. U.S. Parole Comm’n, 531 F.3d 241, 247-48 (3d Cir.2008) (<HOLDING>); see also Doe v. U.S. Parole Comm’n, 602 Options: A. holding that there was no legal right to court review of parole board decision because there is no legal right to release on parole B. holding that the parole commission is required to state reasons for its finding that an inmate continues to be a poor candidate for parole release C. holding that an important part of due process in the context of parole revocation is a written statement by the factfinders as to the evidence relied on and reasons for revoking parole D. holding that in reviewing a uspc decision to deny parole on a petition for a writ of habeas corpus a federal court inquires into whether there is a rational basis in the record for the parole commissions conclusions embodied in its statement of reasons E. holding that habeas petition challenging the state boards decision to defer his scheduled parole release date was rendered moot by prisoners release from custody on parole and subsequent incarceration for violating his parole

assistant: The best answer is D. holding that in reviewing a uspc decision to deny parole on a petition for a writ of habeas corpus a federal court inquires into whether there is a rational basis in the record for the parole commissions conclusions embodied in its statement of reasons
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: b. to each user of the service , a worldwide , non-exclusive , royalty-free licence to access your content through the service , and to use , reproduce , distribute , prepare derivative works of , display and perform such content to the extent permitted by the functionality of the service and under these terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided in this Agreement, all covenants, obligations, representations and warranties contained in this Agreement shall not survive the execution and delivery of all instruments of conveyance and the transfer of title to the Property to Buyer and Closing. In addition to the provisions otherwise expressly stated to survive Closing or earlier termination of this Agreement, the provisions of Sections 5, 6(c), 8(c), 14, 15, 16, 18, 19, 20, 21, 22, 24, 26, 28, 29, 30, 31, 32 and 33 hereof shall survive Closing or earlier termination of this Agreement.

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: Borrower shall use proceeds of the Loan to (i) acquire the Property, including the payment of closing costs related to such acquisition, and (ii) pay costs and expenses incurred in connection with the closing of the Loan.

assistant: Use Of Proceeds