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 case excerpt and choose the best holding from the options. Case excerpt: sentences and separate special assessments for Counts 5 and 6. III. CONCLUSION For the foregoing reasons, we AFFIRM the district court’s judgment in its entirety. 1 . Because an agent testified that he asked for permission to enter and Kheir admitted them, this holding does not conflict with the Ninth Circuit case Danhach cites in support of his challenge. Cf. United States v. Shaibu, 920 F.2d 1423, 1428 (9th Cir.1990) ("We hold that in the absence of a specific request by police for 52 (5th Cir.1983) (upholding a finding that a defendant orally consented to an X-ray despite his refusal to sign a written consent form, when he did not resist being X-rayed and chose not to testily at the suppression hearing); United States v. Garner, 120 F.3d 266, at *1 (5th Cir.1997) (per curiam) (<HOLDING>). Kheir eventually spoke to an attorney and Options: A. holding that district court did not clearly err in declining to credit prisoners testimony about exhaustion B. holding that a district court did not clearly err in finding consent where two agents testified that the defendant orally consented but the defendant denied having orally consented and would not sign a written consent form C. holding refusal to sign hospital waiver of liability form is not a refusal under section 1547 D. holding that a refusal to sign an implied consent form is not a refusal to submit to a breathalyzer test for purposes of section 1547 E. holding that a district court did not clearly err in crediting agents testimony that a defendant had orally consented despite his refusal to sign consent form

assistant: The best answer is E. holding that a district court did not clearly err in crediting agents testimony that a defendant had orally consented despite his refusal to sign consent form
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable material Requirement of Law or (C) any material Contractual Obligation binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and (iv) do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of this subclause (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: Sublandlord shall not be liable to Subtenant, nor shall Subtenant be entitled to terminate this Sublease or to abate Rent for any reason, including, without limitation: (a) failure or interruption of any utility system or service; (b) failure of Master Landlord to maintain the Subleased Premises as may be required under the Master Lease; or (c) penetration of water into or onto any portion of the Subleased Premises; except that if Sublandlord is entitled, under the Master Lease, to a rent abatement for the Premises, then Subtenant shall be entitled to an abatement of Rent to the same extent as Sublandlord is so entitled under the Master Lease. The obligations of Sublandlord shall not constitute the personal obligations of the officers, directors, trustees, partners, joint venturers, members, owners, stockholders, or other principals or representatives of the business entity. Subtenant releases Sublandlord and its respective agents, employees, successors, and assignees from all liability for damage to any property that is caused by or results from a risk which is actually insured against, which is required to be insured against under the Sublease or the Master Lease, or which would normally be covered by all risk property insurance, without regard to the negligence or willful misconduct of the entity so released. Subtenant shall cause each insurance policy obtained by it to provide that the insurer waives all right of recovery against Sublandlord and shall notify Sublandlord if Subtenant is unable to obtain a waiver of subrogation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Clause, is that the defendant retain primary control over the course to be followed in the event of such error.” Id. at 363-64 & n. 6 (quoting Dinitz, supra, 424 U.S. at 609, 96 S.Ct. 1075) (emphasis added). Appellant argued that this language vested the right to move for a mistrial in the defendant personally. Id. at 364 n. 6. The Fifth Circuit rejected this claim. “The statement places control with the defendant rather than the court; it does not differentiate between the defendant and his counsel. It is common practice to refer to a party and his counsel as a single entity carrying the name of the party.” Id. The court held because his counsel moved for a mistrial — even without his consent — appellant’s double jeopardy rights were waived since his “perso tr. 487, 490-91 (1983) (<HOLDING>). We conclude that the decision to move for a Options: A. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel B. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel C. holding that there is no right to counsel beyond the initial direct appeal and thus no right to counsel on discretionary review D. holding that there is no right to counsel beyond the initial direct appeal and thus no right to counsel in collateral attacks E. holding that the right to move for a mistrial should and can properly be made by experienced legal minds and is not beyond the control of counsel

assistant: The best answer is E. holding that the right to move for a mistrial should and can properly be made by experienced legal minds and is not beyond the control of counsel
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 terms of this Agreement shall be binding upon and inure to the benefit of NBHC , its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On one or more Closing Dates, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $600,000 of Units; provided, however, upon the written consent of the Company, such amount may be increased. Each Purchaser shall deliver to the Company, via wire transfer or a certified check drawn on a United States bank, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective shares of Series A-1 Preferred Stock and Series A-1 Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, each Closing shall occur at the offices of Company Counsel at 1750 Tysons Boulevard, Suite 1000, McLean, Virginia 22102 or such other location as the parties shall mutually agree. There shall be no minimum investment amount necessary to effect a Closing.

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 case excerpt and choose the best holding from the options. Case excerpt: task of resolving the dispute over the meaning of [a statute] ... begins where all such inquiries must begin: with the language of the statute itself.”). Section 2412(d)(2)(A)(ii) states in part that “attorney fees shall not be awarded in excess of $125 per hour unless the court determines that an increase in the cost of living ... justifies a higher fee.” (emphasis added). On its face, § 2412(d)(2)(A)(ii) generally references “the cost of living” not a local/regional cost-of-living. Id. (emphasis added). See Conn. Nat. Bank v. Germain, 503 U.S. 249, 253-54, 112 S.Ct. 1146, 117 L.Ed.2d 391 (1992) (“[CJourts must presume that a legislature says in a statute what it means and means in a statute what it says there.”) (citations omitted). Cf. Jones v. Espy, 10 F.3d 690, 692 (9th Cir.1993) (<HOLDING>) (citation omitted). This choice of language Options: A. holding that legal services attorney lacked standing to challenge state court judges alleged retaliation against clients represented by legal services for using legal services relying upon article iii and younger comity B. holding that where a conflict between state and federal law is alleged it must be reasonable to conclude that congress would have intended to preclude the state law in question since it would make little sense to preempt state law in order to serve the purposes underlying federal legislation if congress itself would not require or admit of preemption of state authority C. holding that the more general cpiu for all items applied because if congress had meant to permit upward adjustments based on the increased cost of legal services it would have done so with greater specificity and clarity D. holding that an attorneys services were personal services rendered or labor done under the predecessor statute to section 38001 E. holding that based on the statutes purpose and its legislative history the legislature would have included specific language regarding drug rehabilitation if it had meant to include it

assistant: The best answer is C. holding that the more general cpiu for all items applied because if congress had meant to permit upward adjustments based on the increased cost of legal services it would have done so with greater specificity and clarity
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: Assignor hereby sells and assigns to Assignee, and Assignee hereby purchases and assumes from Assignor, an interest in and to Assignor’s rights and obligations under the Credit Agreement, effective as of the Assignment Effective Date (as hereinafter defined), equal to the percentage interest specified on Annex 1 hereto (hereinafter, the “Assigned Percentage”) of Assignor’s right, title and interest in and to (a) the Commitment, (b) any Loan made by Assignor that is outstanding on the Assignment Effective Date, (c) Assignor’s interest in any Letter of Credit outstanding on the Assignment Effective Date, (d) any Note delivered to Assignor pursuant to the Credit Agreement, and (e) the Credit Agreement and the other Related Writings. After giving effect to such sale and assignment and on and after the Assignment Effective Date, Assignee shall be deemed to have one or more Applicable Commitment Percentages under the Credit Agreement equal to the Applicable Commitment Percentages set forth in subparts II.A and II.B on Annex 1 hereto and an Assigned Amount as set forth on subparts I.A and I.B of Annex 1 hereto (hereinafter, the “Assigned Amount”).

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: dismiss Counts III-V pending adjudication of Count I. With regard to Count II, the court held that the power to revoke an objection is implied by the power to interpose one, and that the sixty-day period was intended only to limit the Attorney General’s authority to interpose objections. Id. at 211. Appellees urged that the claims set forth in the remaining counts were not subject to judicial review, because section 5 of the Voting Rights Act precludes judicial review of actions taken by the Attorney General under its provisions, and commits the decision to interpose objections wholly to agency discretion. However, the District Court deferred consideration of the review-ability of Counts III through V, and ruled on the basis of Harper v. Levi, 171 U.S.App.D.C. 321, 520 F.2d 53 (1975) (<HOLDING>), that the “procedural” issue raised by Count I Options: A. holding that the failure to object to an instruction constitutes a waiver of error B. holding that the courts denial of either a motion to dismiss or a motion for summary judgment is not a final judgment and is not reviewable C. holding that where defendant failed to object to facts in psi relating to prior conviction the failure to object constituted an admission D. holding that the failure to object to a trial courts instruction constitutes waiver E. holding reviewable the attorney generals alleged failure to exercise his independent judgment before deciding not to object to a proposed voting change

assistant: The best answer is E. holding reviewable the attorney generals alleged failure to exercise his independent judgment before deciding not to object to a proposed voting change
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 WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: subject to mandatory legislation , you acknowledge that rovio is not required to provide a refund for virtual goods for any reason , and that you will not receive money or other compensation for unused virtual goods , whether your loss of license under this eula was voluntary or involuntary .

assistant: Limitation of liability
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: the territories in the eu set out below are outside the scope of eu vat under council directive 2006/112/ec on the common system of vat , as amended .

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 Corporation may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Corporation shall determine are required or authorized to be withheld pursuant to any applicable law or regulation.

assistant: Tax Withholdings
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 rights and obligations of the parties under Sections 3.2, 3.3, 4, 5, 6.4, 6.5, 7, 8.3, 8.4, 9 and 10 will survive the expiration or 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: For the avoidance of doubt, the benefits payable pursuant to Sections 8(b) through (c) are mutually exclusive and not cumulative. All lump sum payments provided in this Section 8 shall be made no later than the 60 th day following your termination of employment (unless explicitly provided otherwise above). In addition, Sections 8(b) and 8(c) and the benefits conferred therein shall expire and terminate on the third (3 rd ) anniversary of the Start Date. Notwithstanding anything to the contrary in this Agreement, (i) any reference herein to a termination of your employment is intended to constitute a “separation from service” within the meaning of Section 409A of the Code, and Section 1.409A-1(h) of the regulations promulgated thereunder, and shall be so construed, and (ii) no payment will be made or become due to you during any period that you continue in a role with the Company that does not constitute a separation from service, and will be paid once you experience a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, notwithstanding anything to the contrary in this Agreement, upon a termination of your employment, you agree to resign prior to the time you deliver the Release from all positions you may hold with the Company and any of its subsidiaries or affiliated entities at such time, and no payment will be made or become due to you until you resign from all such positions, unless requested otherwise by the Board.

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 legal provision and list the applicable contract clause categories. Provision: The Participant acknowledges that, regardless of any action taken by the Corporation or the Employing Company, the ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding or liability in connection with any aspect of the Performance Share Award, including the grant, vesting, or settlement of the Performance Share Award or the subsequent sale of Shares (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company. Furthermore, the Participant acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share Award or any aspect of the Participant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular tax result. Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be ejected from County Council meetings, Myers chained himself to a chair in council chambers.” Thus, we agree with the trial court that, when considering the article as a whole, it could not reasonably be interpreted as stating false statements with a defamatory meaning of and concerning Boone. See, e.g., Early v. Toledo Blade, 130 Ohio App.3d 302, 720 N.E.2d 107 (1998) (stating the trial court must read the statements at issue in the context of the entire article to determine whether a reader would interpret them as defamatory and finding a police officer plaintiff had failed to establish a newspaper article regarding police brutality and misconduct was personally defamatory); cf. Sweeney v. Sengstacke Enters., Inc., 180 Ill.App.3d 1044, 129 Ill.Dec. 773, 536 N.E.2d 823, 826 (1989) (<HOLDING>). Accordingly, we affirm the trial court’s Options: A. holding that when a person entrusts effects to another and the police discover those effects in the others home by means of a search that violates article i section 9 the search also violates the entrustors rights under article i section 9 B. holding that the court may consider an article not attached to the complaint in determining whether to dismiss the complaint because the article was integral to and explicitly relied on in the complaint and because the plaintiffs did not challenge its authenticity C. recognizing that an expert may rely on an article because it is the expert who determines based on study and experience whether the article is reliable D. holding that when the type of insurance procured is not listed in article 2104 the article does not apply E. holding newspapers article reporting that police officer had stated he and others planned to kill the city mayor was not capable of an innocent construction so as to be nonactionable whether read alone or in the context of the entire article the court rejecting the defendants assertion that the remainder of the article gave it a different innocent meaning and finding the entire focus of the article is the threat by a police officer on the life of the mayor and noting the headline announced policeman threatened mayor

assistant: The best answer is E. holding newspapers article reporting that police officer had stated he and others planned to kill the city mayor was not capable of an innocent construction so as to be nonactionable whether read alone or in the context of the entire article the court rejecting the defendants assertion that the remainder of the article gave it a different innocent meaning and finding the entire focus of the article is the threat by a police officer on the life of the mayor and noting the headline announced policeman threatened mayor
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: Employee agrees that he will not disclose or release this Agreement or any information contained herein to anyone other than on a confidential basis to Employee’s spouse, attorneys, tax advisors, and governmental taxing authorities. Employee hereby further reaffirms his obligations and commitment to comply with Section 5 of the Employment Agreement regarding Confidential Information and return of UCP property and information.

assistant: Confidentiality
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: Directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Parent Borrower or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: case. Our review of the district court’s interpretation of this law is plenary. See Salve Regina Coll. v. Russell, 499 U.S. 225, 239, 111 S.Ct. 1217, 113 L.Ed.2d 190 (1991) (“[Cjourts of appeals review the state-law determinations of district courts de novo.”). As a general matter, parties are free under Indiana law to enter into an indemnification clause and may obligate one party to insure against and/or to indemnify certain acts or omissions of the other party. Moore Heating & Plumbing, Inc. v. Huber, Hunt & Nichols, 583 N.E.2d 142, 145 (Ind.App.1991). However, it must be clear from the contract or surrounding circumstances that the burdened party agreed “knowingly and willingly” to insure against or indemnify the acts or omissions in question. Id.; see also Wea 0 (Ind.App.1983) (<HOLDING>). The Agreement in this case does not Options: A. holding that state officials cannot have been expected to predict the future course of constitutional law internal quotation marks omitted B. holding that compliance with rule 3 is both a mandatory and jurisdictional prerequisite to appeal internal quotation marks omitted C. recognizing that the court has rejected the notion that the agency must expressly parse or refute on the record each individual argument or piece of evidence offered by the petitioner internal quotation marks omitted D. holding that an indemnification clause must expressly state in clear and unequivocal terms that the indemnitor agrees to indemnify the indemnitee against the indemnitees own negligence internal quotation marks omitted E. holding that the waiver of sovereign immunity must be clear and unequivocal

assistant: The best answer is D. holding that an indemnification clause must expressly state in clear and unequivocal terms that the indemnitor agrees to indemnify the indemnitee against the indemnitees own negligence internal quotation marks omitted
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: the failure of supercell to require or enforce strict performance by you of any provision of these terms of service or the supercell privacy policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of supercell 's right to assert or rely upon any such provision or right in that or any other instance .

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: below, the Court concludes that the breach of contract claim is not preempted, because it is a Bank, No. 08-CV-0069 (FCD), 2008 WL 2873406, at *9 (E.D.Cal. July 16, 2008) (“Defendants’ lending practices will not be affected whatsoever by [a breach of contract claim]. Instead, it is defendants’ practices of performing contractual obligations with good faith and fair dealing that might be affected”; breach of contract claim not preempted); Reyes v. Downey Savings and Loan Ass’n, FA., 541 F.Supp.2d 1108, 1114 (C.D.Cal.2008) (“[A] law against breach of contract will not be preempted just because the contract relates to loan activity.”); Binetti, 446 F.Supp.2d at 218-19 (noting that court had previously denied motion to dismiss contract claim as preempted under HOLA); Cassese MTD at 34-35 (<HOLDING>). Defendants correctly point out that some Options: A. holding breach of contract claim not preempted under hola B. holding breach of contract claim not preempted as a straightforward breach of contract action as it alleged violation of specific covenant C. holding that trial court erred by dismissing breach of contract claim because appellee made promises to perform specific acts in contract the breach of which would give rise to a breach of contract action D. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract E. holding immaterial breach did not constitute breach of contract

assistant: The best answer is A. holding breach of contract claim not preempted under hola
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: was based, and “the original creditor[’]s last billing statement.” In the second and last sentence of the judge’s written disposition of the motion to dismiss, she concluded: “Defendant may receive the documents upon which [pjlaintiff relies in this matter in discovery, upon request by [defendant.” Although an attorney would understand, upon denial of the dismissal motion, that defendant was still required to file an answer and any affirmative defenses, it was not unreasonable for this pro se defendant to assume nothing further was required of him in light of the judge’s ruling on standing, and it was not unreasonable for defendant to assume from the order that the parties would thereafter engage in discovery. See Rubin v. Rubin, 188 N.J.Super. 155, 159, 457 A.2d 12 (App.Div.1982) (<HOLDING>). This circumstance formed a sound basis for Options: A. holding that although pro se litigants are entitled to liberal construction of their pleadings pro se litigants must follow procedural rules B. holding that although a pro se litigants pleadings are construed liberally a pro se litigant must still follow the same rules that govern other litigants including the requirement of constructing and supporting arguments with legal authority C. holding that rule 56f applies to pro se litigants D. holding that although pro se briefs are liberally construed even pro se litigants must brief arguments in order to preserve them E. recognizing that although pro se litigants are not entitled to greater rights than represented litigants due process principles permit the imposition of a procedural bar only after consideration of the pro se litigants reasonable expectations about what had occurred

assistant: The best answer is E. recognizing that although pro se litigants are not entitled to greater rights than represented litigants due process principles permit the imposition of a procedural bar only after consideration of the pro se litigants reasonable expectations about what had occurred
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no suit, claim, action, investigation, litigation or proceeding pending or, to the Knowledge of Bayer or its Affiliates, threatened against Bayer or its Affiliates, with respect to the Acquired Assets, the Licensed Products or the Bayer Business which (i) if adversely determined would result in a Material Adverse Effect or (ii) challenges or seeks to prevent or enjoin the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. When this Agreement contemplates a certain number of securities, whether Common Shares or otherwise, as of a particular date, such number of securities shall be deemed to be appropriately adjusted to account for stock splits, dividends, recapitalizations, combinations of shares or other change affecting the such securities.

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: None of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

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 case excerpt and choose the best holding from the options. Case excerpt: the jury found that Moncivais did not commit the murder under the immediate influence of sudden passion and assessed punishment at 50 years’ confinement. Moncivais timely appealed. Sufficiency of the Evidence Moncivais contends the evidence is legally and factually insufficient to support the jury’s finding that he did not kill Erik under the immediate influence of sudden passion. A. Sudden Passion Proof of sudden passion can reduce an offense from a first degree felony to a second degree felony and the defendant must prove sudden passion by a preponderance of the evidence. See Tex. Penal Code Ann. § 19.02(d) (West 2003); see McKinney v. State, 179 S.W.3d 565, 569 (Tex.Crim.App.2005); see also Hernandez v. State, 127 S.W.3d 206, 211-12 (Tex.App.-Houston [1st Dist.] 2003, pet. ref'd) (<HOLDING>). “‘Sudden passion’ means passion directly Options: A. holding that a defendant must prove an affirmative defense at sentencing stage by a preponderance of evidence B. holding at trial a criminal defendant has the burden to prove his insanity by a preponderance of the evidence C. holding that appellant bears burden of establishing jurisdiction by a preponderance of the evidence D. holding that defendant bears burden at punishment phase to prove issue of sudden passion by preponderance of evidence E. holding that defendant bears burden of demonstrating by a preponderance of the evidence that factors other than the condemned discrimination caused the decision of which claimant complains

assistant: The best answer is D. holding that defendant bears burden at punishment phase to prove issue of sudden passion by preponderance of evidence
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 Board may, as a condition to the grant of any Award or the exercise of any Option under the Plan, require a Participant to (i) represent in writing that the shares of Common Stock received in connection with such Award are being acquired for investment and not with a view to distribution and (ii) make such other representations and warranties as are deemed appropriate by counsel to the Company. Each certificate representing shares of Common Stock acquired under the Plan shall bear a legend in such form as the Company deems appropriate.

assistant: Representations
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 Subordination Agreement shall be binding upon the parties and their respective successors, transferees and assigns. Each reference in this Subordination Agreement to Junior Lenders shall include any assignee or transferee of the Junior Debt and the Junior Liens, and each reference in this Subordination Agreement to Senior Lender shall include any assignee or transferee of the Senior Debt and the Senior Liens.

assistant: Binding Effects
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 Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 9.10 of the Credit Agreement. This Agreement shall constitute a “Loan Document” under and as defined in the Credit Agreement.

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 Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where such action would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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: minors from the physician-patient privileges established under sections 154C.5 and 228.2. Accordingly, Pini cannot disclose the children’s mental health records unless authorized to do so by law. Susan argues the Code authorizes a parent, as a legal representative of the child, to consent to the release of the child’s mental health records. Id. §§ 154C.5(3), 228.3(1). We agree with her that sections 154C.5(3) and 228.3(1) normally allow a parent to consent to the release of his or her child’s mental health records. Susan then argues section 598.41(l)(e) gives her an absolute right to obtain her children’s records. Susan may even find some support for her position in one of our court of appeals’ decisions. See Leaf v. Iowa Methodist Med. Ctr., 460 N.W.2d 892, 894 (Iowa Ct.App.1990) (<HOLDING>). We disagree. Susan fails to appreciate that Options: A. holding that every citizen has a constitutional right of privacy in his or her medical records B. recognizing common law right of access to judicial documents C. holding a noncustodial parent has a right to access his childs medical records because section 598411 merely codified existing common law D. holding that where interference with visitation becomes so pervasive as to harm the childs close relationship with the noncustodial parent there can be a conclusion drawn that the actions of the custodial parent show a disregard for the best interests of the child warranting a change of custody E. holding that constitutional right of privacy does not apply to medical records

assistant: The best answer is C. holding a noncustodial parent has a right to access his childs medical records because section 598411 merely codified existing common law
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 may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Plan Administrator. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Plan Administrator, on a deferred basis subject to the requirements of Section 409A of the Code.

assistant: Payments
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: at 377; Haight v. Savoy Apartments, 814 S.W.2d 849, 851 (Tex.App.—Houston [1st Dist.] 1991, writ denied). Also, under the “no evidence” motion, after an adequate time for discovery, the party without the burden of proof may, without presenting evidence, move for summary judgment on the ground that there is no evidence to support an essential element of the nonmovant’s claim or defense. Tex.R. Civ. P. 166a(i). The trial court must grant the motion unless the respondent produces summary judgment evidence raising a genuine issue of material fact. The response need only “point out evidence” that raises a fact issue on the challenged elements. Tex.R. Civ. P. 166a cmt (i) to 1997 change; see also Macias v. Fiesta Mart, Inc., 988 S.W.2d 316, 317 (Tex.App.—Houston [1st Dist.] 1999, no pet.) (<HOLDING>). More than a scintilla of evidence exists when Options: A. holding that the nonmoving party must produce more than a scintilla of evidence to survive summary judgment B. holding that summary judgment was appropriate when no reasonable factfinder could have found for the nonmovant C. recognizing that a noevidence summary judgment is improper if the nonmovant brings forth more than a scintilla of evidence D. holding courts review motion for summary judgment in light most favorable to nonmovant E. holding that on a motion for summary judgment the mere existence of a scintilla of evidence in support of the plaintiffs position will be insufficient and there must be evidence on which the jury could reasonably find for the plaintiff

assistant: The best answer is C. recognizing that a noevidence summary judgment is improper if the nonmovant brings forth more than a scintilla of evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Effective Date, the Borrower has no (a) direct or indirect Subsidiaries or (b) investments in any Person that would be consolidated, in accordance with GAAP, with the Borrower on the financial statements referred to in Section 6.1(a), except, in each case, as disclosed in Schedule 4.11 . Such Schedule sets forth the ownership interest of the Borrower in each Subsidiary and identifies each Subsidiary that is a Subsidiary Guarantor on the Effective Date. Except as disclosed in Schedule 4.11 , as of the Effective Date neither the Borrower nor any Subsidiary Guarantor has issued any Disqualified Equity and there are no outstanding options or warrants to purchase Equity Interests of the Borrower or any Subsidiary Guarantor of any class or kind, and there are no agreements, voting trusts or understandings with respect thereto or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other rights with respect thereto, whether similar or dissimilar to any of the foregoing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: no greater than is essential to the furtherance of that interest. Id. at 377, 88 S.Ct. 1673. We assume, without deciding, that the Sexual Solicitation Statute may place some incidental limitations on First Amendment freedoms, but we conclude that each of the O’Brien factors is met in this case. Thus, any incidental limitation on expression protected by the First Amendment is justified. We will address each factor in turn. First, it is within the power of the state to enact the Sexual Solicitation Statute. “The traditional police power of the States is defined as the authority to provide for the public health, safety, and morals, and [the U.S. Supreme Court has] upheld such a basis for legislation.” Barnes v. Glen Theatre, Inc., 501 U.S. 560, 569, 111 S.Ct. 2456, 115 L.Ed.2d 504 (1991) (<HOLDING>); see, e.g., Arcara, 478 U.S. at 711, 106 S.Ct. Options: A. holding that significant involvement of government agency charged with protecting public environmental interest satisfies public participation requirement in certain circumstances B. holding that a public indecency statute furthers a substantial government interest in protecting order and morality C. recognizing michigans rape shield law furthers the legitimate state interests of protecting a sexual assault victim from surprise harassment and unnecessary invasions of privacy D. holding that governments asserted interest in protecting the privacy of arrestees is substantial under central hudson E. recognizing minnesotas interest in protecting the interests of the child

assistant: The best answer is B. holding that a public indecency statute furthers a substantial government interest in protecting order and morality