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: Seller has full power and authority to enter into this Agreement and consummate the transaction contemplated hereunder and this Agreement and such transaction has been duly authorized by all necessary entity action and all required consents and approvals have been duly obtained. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

assistant: Authority
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: comprises several subparts: (1) execution by electrocution or lethal injection imposes unnecessary physical and psychological torture without commensurate justification; (2) the statute fails to provide any standard of proof for determining that aggravators outweigh mitigators; (3) the statute fails to define for the circuit court s to be meritless. See Miller, 926 So.2d at 1260 (rejecting as meritless a claim that aggravators have been applied in a vague and inconsistent manner); Elledge, 911 So.2d at 78-79 n. 28 (rejecting claim that the death penalty statute fails to provide a.standard for determining that aggravators outweigh mitigators, does not define “sufficient aggravating circumstances,” and does not sufficiently define each of the aggravators); Sochor, 883 So.2d at 789 (<HOLDING>); Fotopoulos v. State, 608 So.2d 784, 794 n. 7 Options: A. holding that the carrying out of an execution after the first execution attempt had failed did not amount to cruel and unusual punishment B. holding that defendants claim that execution by electrocution or lethal injection constitutes cruel and unusual punishment is meritless C. holding execution of the mentally retarded constitutes cruel and unusual punishment in violation of the eighth amendment D. holding californias sole method of execution lethal gas unconstitutional under the federal cruel and unusual provision E. holding that what constitutes cruel and unusual punishment is a question of law

assistant: The best answer is B. holding that defendants claim that execution by electrocution or lethal injection constitutes cruel and unusual punishment is meritless
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: conduct of the parties to the joint venture: “We have long held that concerted activity does not turn simply on whether the parties involved are legally distinct- entities. Instead, we have eschewed formalistic distinctions in favor of a functional consideration of how the parties involved in the alleged anticompetitive conduct actually operate.” 560 U.S. at 191, 130 S.Ct. 2201 (emphasis added). The Court went on to say that in looking at how the parties actually operate, “we have repeatedly found instances in which members of a legally single entity violated § 1 when the entity was controlled by a group of competitors and served, in essence, as a vehicle for ongoing concerted activity.” Id. (citing United States v. Sealy, Inc., 388 U.S. 350, 87 S.Ct. 1847, 18 L.Ed.2d 1238 (1967) (<HOLDING>)). The stated intent on the part of the Options: A. holding that a party waived the right to allege contrary facts on appeal eg that defendant was not an agent or instrumentality of the mexican government for sovereign immunity purposes where the party alleged that the defendant was an agent or instrumentality in its complaint B. holding that sealy was not a single entity but instead an instrumentality of the individual parties C. holding that an action naming a state entity as a defendant did not constitute an action against the state because the state entity was sued in its capacity as receiver D. holding that connecticut courts look to the identity or instrumentality test to determine whether one corporate entity can properly be held responsible for the obligations of another corporate entity E. holding that an entity majorityowned by an agency or instrumentality of a foreign state is itself an agency or instrumentality of that foreign state under the fsia

assistant: The best answer is B. holding that sealy was not a single entity but instead an instrumentality of the individual parties
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: With the exception of Base Rate Loans, interest on Loans , Letter of Credit fees , Related Expenses and commitment and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, interest shall be computed on the basis of a year having three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and calculated for the actual number of days elapsed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term and thereafter, Executive shall reasonably and appropriately respond to all reasonable inquiries from the Company relating to any current or future investigation, regulatory action, or litigation (including but not limited to any internal or external investigations), and shall make himself reasonably available to confer with the Company and/or its counsel and otherwise provide such reasonable assistance, information and/or testimony, as the Company and/or its counsel may deem necessary in connection with such investigation, regulatory action, or current or future litigation arising from actions or events occurring during Executive’s employment with the Company. If the Company requires assistance in accordance with this section 9, the Company shall reimburse Executive for any reasonable out of pocket expenses of Executive incurred in connection with Executive’s provision of such assistance.

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

user: 2. Both Parties shall II. keep the Information relating to the other party secret and confidential and not disclose any of it to any third person and only make it available to the Receiving Party´s executive board, directors, employees, advisers or subsidiaries and affiliates who need to know the same for the Purpose;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If a provision of the Plan, including any provision of an amendment to the Plan, shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.

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 case excerpt and choose the best holding from the options. Case excerpt: agency which administers the scheme.’ ” Syntek Semiconductor Co. v. Microchip Tech. Inc., 307 F.3d 775, 781 (9th Cir.2002) (quoting United States v. General Dynamics Corp., 828 F.2d 1356, 1362 (9th Cir. 1987)). Courts consider the following non-exhaustive factors in deciding whether the doctrine of primary jurisdiction applies: “(1) the need to resolve an issue that (2) has been placed by Congress within the jurisdiction of an administrative body having regulatory authority (3) pursuant to a statute that subjects an industry or activity to a comprehensive regulatory authority that (4) requires expertise or uniformity in administration.” Id. The doctrine “is to be used only if a claim ‘requires resolution of an issue of first impr -4387, 2011 WL 2111796, at *15 (N.D.Cal. May 26, 2011) (<HOLDING>); Chacanaca, 752 F.Supp.2d at 1124 Options: A. holding that although doctrine of primary jurisdiction required trial court to abate claims over which agency had primary jurisdiction trial court did not abuse its discretion by imposing temporary injunction to maintain the status quo B. holding that primary jurisdiction did not apply where the court had to determine whether defendants all natural claims were misleading C. holding that primary jurisdiction did not apply to claims of violation of fda regulations and guidance concerning all natural fresh antioxidant and other nutrient claims D. holding that the natural gas act did not completely preempt state law claims within its scope and thus the federal court did not have removal jurisdiction over the contract price dispute filed in state court E. holding that district court had jurisdiction to consider claims under the all writs act

assistant: The best answer is B. holding that primary jurisdiction did not apply where the court had to determine whether defendants all natural claims were misleading
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: Ordinance, and that Northlake’s status as a type A general-law municipality may only be called into question by the State of Texas in a quo warranto proceeding. The basis for requiring quo warran-to proceedings f Austin, 466 S.W.2d 722, 727 (Tex.1971) (private parties who are directly affected may collaterally attack a void incorporation or annexation). Where the ordinance is challenged due to procedural irregularities, and the municipality does not exceed the authority delegated to it by the legislature in its enactment, the ordinance is only voidable, and the State’s participation in a quo warranto proceeding is required. Even if the municipal act is void, the private party must suffer some burden peculiar to himself to acquire standing to sue. Alexander Oil Co., 825 S.W.2d at 438-39 (<HOLDING>). Here, Justin/Sentry asserted that the Options: A. holding annexation ordinance only voidable due to procedural irregularities B. holding that a plaintiff had standing to attack an entire ordinance including portions of the ordinance not applied to the plaintiff C. holding parratt only applies to procedural due process claims D. holding annexation ordinance void E. holding annexation ordinance void where municipality attempted to annex unoccupied territory without owner consent

assistant: The best answer is A. holding annexation ordinance only voidable due to procedural irregularities
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 case any provision in or obligation hereunder or any Note or other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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 case excerpt and choose the best holding from the options. Case excerpt: IJ for his finding.” Ding v. Ashcroft, 387 F.3d 1131, 1137 (9th Cir.2004). We agree with Lin that substantial evidence does not support the IJ’s adverse credibility determination. First, “[tjhis Court [will] reverse[ ] an adverse credibility determination that is based on ‘speculation and conjecture’ and is not supported by evidence in the record.” Salaam v. INS, 229 F.3d 1234, 1238 (9th Cir.2000) (per curiam). Here, the IJ concluded that “it makes no sense” that petitioner obtained an Indonesian visa and that she was able to obtain a passport when she was being watched by the police. However, Lin explained why and how she obtained the Indonesian visa and the passport and no evidence in the record contradicted her explanations. See Bandari v. INS, 227 F.3d 1160, 1167-68 (9th Cir.2000) (<HOLDING>). Similarly, the IJ erred in concluding that Options: A. holding substantial evidence supported the denial of cat relief where the petitioners cat claim was based on the same testimony the ij found not credible and the petitioner pointed to no other evidence that the ij should have considered B. holding that the ij impermissibly relied upon personal beliefs and conjecture when the ij expressed her disbelief that the german government would have allowed the petitioner to attend college with no evidence supporting the ijs belief C. holding that an ij made an explicit credibility when the ij found testimony not credible based on several enumerated inconsistencies D. holding that the petitioners claim inter alia that the ij completely disregarded relevant hardships did not raise even a colorable constitutional claim or question of law because the petitioner merely attacked the factual findings made and the balancing of factors engaged in by the ij E. holding that the ijs beliefs that the indian government would not issue a misspelled passport and the petitioner would have learned the name of her smuggling agent during their journey were speculative and insufficient to support an adverse credibility determination

assistant: The best answer is B. holding that the ij impermissibly relied upon personal beliefs and conjecture when the ij expressed her disbelief that the german government would have allowed the petitioner to attend college with no evidence supporting the ijs belief
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 by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, (a) issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Section 6 (Cooperation), Section 7 (Covenants), Section 8 (Non-Disparagement), Section 9 (Exceptions), and Section 11 (Independent Contractor) hereof shall survive any termination of this Agreement and shall continue in effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Pledge Agreement and each Pledge Joinder Agreement, and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto, and to their respective successors and assigns, except that no Pledgor shall be permitted to assign this Pledge Agreement, any Pledge Joinder Agreement or any interest herein or therein or in the Collateral, or any part thereof or interest therein, or otherwise pledge, encumber or grant any option with respect to the Collateral, or any part thereof, or any cash or property held by the Collateral Agent as Collateral under this Pledge Agreement. Without limiting the generality of the foregoing sentence of this Section 17 , any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the Credit Agreement (to the extent permitted by the Credit Agreement) and any Noteholder may assign or otherwise transfer, or grant to one or more Persons participations in or to, all or a portion of its rights and obligations under the 2013 Notes Agreement, the 2019 Notes Agreement or any other Notes Document (including, without limitation, any Notes held by it) to any other Person (to the extent permitted by the 2013 Notes Agreement, the 2019 Notes Agreement or such other Notes Document, as applicable); and to the extent of any such assignment, transfer or participation such other Person shall, to the fullest extent permitted by law, thereupon become vested with all the benefits in respect thereof granted to such Lender or such Noteholder herein or otherwise, subject however, to the provisions of the Intercreditor Agreement and, with respect to any obligations under the Credit Agreement, the Credit Agreement, including Article IX thereof (concerning the Collateral Agent) and Section 10.06 thereof (concerning assignments and participations).

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: Except for transactions between or among Loan Parties, Raptors Merger Sub, Inc. and any Receivables Subsidiary, conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate.

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: responsible for the promises it chooses to make to its employees is equally applicable to other terms and conditions of employment and personnel decisions. See, e.g., Marzano v. Computer Science Corp., 91 F.3d 497, 512 (3d Cir.1996) (applying New Jersey law in determining whether memo concerning maternity leave gave rise to enforceable obligation); Kennedy v. Chubb Group of Ins. Cos., 60 F.Supp.2d 384, 399 (D.N.J.1999) (applying New Jersey law in deciding whether employer’s short-week program given contractual force); Barone v. Leukemia Soc. of Am., 42 F.Supp.2d 452, 457 (D.N.J.1998) (applying New Jersey law in noting employee handbook may create binding obligations concerning sick leave or bereavement leave); Giuntoli v. Garvin Guybutler Corp., 726 F.Supp. 494, 508 (S.D.N.Y.1989) (<HOLDING>); Scott v. Pac. Gas and Elec. Co., 11 Cal.4th Options: A. holding that plaintiff may proceed with implied contract for bonus claim based on employers written policies course of dealing between parties and oral repre sentations made to plaintiff B. recognizing that course of dealing may establish limitation of damages as part of parties bargain in fact but finding record was devoid of any evidence to establish a prior course of dealing between parties C. holding that whether a contract has been modified by subsequent oral agreement or course of dealing is a question of fact for the jury D. holding that the plaintiff may proceed under a claim for breach of contract and unjust enrichment because the defendant admitted the existence of a contract solely for the purposes of summary judgment E. holding that the trial court erred by imposing a duty of good faith on seattlefirst in relation to a course of dealing when that course of dealing conflicted with the express terms of the contract

assistant: The best answer is A. holding that plaintiff may proceed with implied contract for bonus claim based on employers written policies course of dealing between parties and oral repre sentations made to plaintiff
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: Company hereby agrees to employ Employee, and Employee hereby accepts employment by Company, upon the terms and subject to the conditions hereinafter set forth. During the term of his employment, Employee shall have the title of President and Chief Executive Officer of Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, transfer, assign and convey the Assets to Buyers free and clear of all Liens other than Permitted Exceptions, and Buyers agree to purchase, accept and pay for the Assets.

assistant: Sales
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: surmised during his deposition that records of the loans were maintained in the computer, no loan documents were created to memorialize the personal loans Eller took from Eller and Sons Trees. Further, there was no agreement to make regular payments on the personal loans Eller took from Eller and Sons Trees. Eller simply intended to repay Eller and Sons Trees for borrowed sums whenever he had the money to do so. Eller keeps no record himself of the amount of money he owes Eller and Sons Trees, and Eller could not state during his deposition how much money he currently owes Eller and Sons Trees. Significantly, Eller makes no distinction between the finances of Eller and Sons Trees and his own personal finances. As he stated in his deposition, “I mean, I’m Eller & Sons so I .Tex.1995) (<HOLDING>). Eller’s personal religious beliefs have Options: A. holding individual who signed contract on behalf of a corporation is individually liable where he knew corporation was not incorporated at the time the contract was executed B. holding officer liable where he made major policy decisions affecting the profitability of the corporation C. holding that where the policy includes indemnification coverage to the corporation proceeds are not property of the estate where there is no proof of payments by corporation of payments D. holding that claims of corporation vest in corporation E. holding president of corporation liable as employer where he inter alia maintained control over the corporations employment and pay practices and had the authority to make all major decisions regarding the corporations business affairs

assistant: The best answer is B. holding officer liable where he made major policy decisions affecting the profitability of the corporation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.8. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.8, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.8, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.8 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.8. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

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: Section 6.19 of the Seller Disclosure Schedules sets forth a list of all Intellectual Property used in the Business, together with all pending applications for any of the foregoing and all agreements whereby Seller uses any Intellectual Property, except for license agreements for shrink-wrap, click-through or off-the-shelf software. Seller owns or possesses and has full right to use all Intellectual Property necessary to conduct the Business as conducted, and no claim is pending or, to Seller’s Knowledge, threatened to the effect that the operations of the Business infringe upon, misappropriate, or conflict with the Intellectual Property of any third party or is invalid or unenforceable, and, to Seller’s Knowledge, there is no basis for any such claim (whether or not pending or threatened). Seller has not granted or assigned to any third person or entity any right to license, market, develop, or sell any Products and is not bound by any agreement that affects Seller’s exclusive right to license, market, develop, distribute or sell the Products. Seller has no Knowledge of any basis for any claim (whether or not pending or threatened) to the effect that any Person has infringed upon or misappropriated any of Intellectual Property used in the Business.

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: to vacate did not delay rendition of the trial court’s earlier order ratifying the hearing officer's recommended order. See Fla. R.App. P. 9.020(h) (2007) (providing that a motion “to vacate an order based on the recommendations of a hearing officer in accordance with Florida Family Law Rule of Procedure 12.491” delays rendition of any final order). 3 .A litigant cannot expand the time for seeking review of a non-final order (e.g., an order on a discovery motion, which is one way to characterize what the petitioner seeks review of here) by filing a petition for writ of certio-rari addressed to an order on a motion for rehearing of an earlier non-final order that the petitioner failed to challenge in a timely manner. See, e.g., Blades v. Henry, 720 So.2d 323, 324 (Fla. 4th DCA 1998) (<HOLDING>); Bensonhurst Drywall, Inc. v. Ledesma, 583 Options: A. holding that the filing of a motion for reconsideration does not toll the period for seeking judicial review of the underlying order B. holding an order denying a motion for summary judgment is interlocutory and not appealable C. holding petitioner cannot circumvent time requirements for seeking certiorari review of an order denying a motion for a protective order by filing a successive motion seeking the same relief and seeking certiorari review that is timely only with respect to the order denying the second motion D. holding that an order denying a motion to vacate a 1782 order and denying a motion to quash the subpoena was immediately appealable E. recognizing that an order denying a motion to modify a family court order where the motion is based on changed factual or legal circumstances is appealable as a special order after final judgment

assistant: The best answer is C. holding petitioner cannot circumvent time requirements for seeking certiorari review of an order denying a motion for a protective order by filing a successive motion seeking the same relief and seeking certiorari review that is timely only with respect to the order denying the second motion
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: If any term or provision of this Agreement shall to any extent be finally determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the agreement shall be valid and enforced to the fullest extent permitted by law, provided that as so enforced, each of the parties receives substantially all of the benefits contemplated hereby.

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: The Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) at prices and on terms and conditions not less favorable to the Parent, the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Loan Parties not involving any other Affiliate or between or among Foreign Subsidiaries not involving any other Affiliate, (c) transactions between a Loan Party and a Foreign Subsidiary, provided that, to the extent that such transaction is not in the ordinary course of business and is at prices and on terms less favorable to such Loan Party than could be obtained on an arm’s length basis from an unrelated third party, the excess value conferred by such Loan Party on such Foreign Subsidiary as a result thereof shall be treated as an investment in such Foreign Subsidiary for purposes of determining compliance with Section 6.04, (d) advances to employees permitted by Section 6.04, (e) any Restricted Payments permitted by Section 6.07, (f) fees, compensation and other benefits paid to, and customary indemnity and reimbursement provided on behalf of, officers, directors and employees of any Loan Party in the ordinary course of business, (g) any employment agreement entered into by the Parent or any of the Restricted Subsidiaries in the ordinary course of business, (h) any Permitted Receivables Financing, (i) transactions and agreements in existence on the Closing Date and listed on Schedule 6.05 and, in each case, any amendment thereto that is not disadvantageous to the Lenders in any material respect, (j) transactions described in Schedule 6.04B, (k) transactions among the Parent, any Loan Party and any of the Restricted Subsidiaries permitted by Section 6.03(a) (other than clause (iii) thereof, except transactions solely between Loan Parties or solely between Foreign Subsidiaries or solely between non-Loan Party Restricted Subsidiaries), (l) any Permitted Reorganization, (m) the consummation of the Transactions and (n) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: where other third party services are made available as part of our services , then the respective third party terms of service and privacy policy shall apply to any such use by you .

assistant: Contract by using
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: 260 Ga. 871, 873 (1) (401 SE2d 5) (1991) (“[A]ny subrogation claim which an insurer under the Georgia Workers’ Compensation Act may have against a third-party tortfeasor who has caused the death or disability of an employee arises solely by operation of statute.” (punctuation omitted)). 12 Anthem Cas. Ins. Co. v. Murray, 246 Ga. App. 778, 782 (2) (542 SE2d 171) (2000) (“The right of an employer or insurer to seek subrogation under OCGA § 34-9-11.1 is not absolute.”); see also N. Bros. Co. v. Thomas, 236 Ga. App. 839, 839-40 (513 SE2d 251) (1999) (“OCGA § 34-9-11.1, which provides a limited right of subrogation to workers’ compensation providers, was enacted in 1995. No subrogation thereunder could occur unless the injured employee had been fu 75 Ga. 197, 197 (563 SE2d 841) (2002) (<HOLDING>). 17 See OCGA § 34-9-11.1 (b) (providing that Options: A. holding that an insurer lacked standing to raise the issue of the intent of the parties to the settlement agreement to which it was not a party B. holding that sovereign immunity also applies to cross claims and third party claims C. holding that a settlement agreement is not a court order and therefore a violation of the settlement agreement would not subject a party to contempt D. holding that employees limited settlement of claims against third party did not extinguish claims of the insurer when employee and insurer had jointly filed suit against third party and settlement agreement provided that insurers claims would remain pending E. holding that an injured third party does not have the right to bring a direct action against a tortfeasors liability insurer

assistant: The best answer is D. holding that employees limited settlement of claims against third party did not extinguish claims of the insurer when employee and insurer had jointly filed suit against third party and settlement agreement provided that insurers claims would remain pending
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: John Patrick McClure, an Arizona state prisoner, appeals pro se from the district court’s summary judgment in his 42 U.S.C. § 1983 action alleging prison officials violated his Eighth Amendment rights by acting with deliberate indifference to his medical needs and inflicting cruel and unusual punishment. We have jurisdiction pursuant to 28 U.S.C. § 1291. We review de novo. Sanchez v. Vild, 891 F.2d 240, 241-42 (9th Cir.1989). We affirm. The district court properly granted summary judgment on McClure’s deliberate indifference claim because there was no genuine issue of material fact as to whether the treatment chosen by prison officials was medically unacceptable. See id. at 242 (<HOLDING>). The district court properly granted summary Options: A. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation B. holding that a sentence of incarceration would constitute deliberate indifference to defendants medical needs C. holding that a difference of medical opinion was insufficient as a matter of law to establish deliberate indifference D. holding that disagreement with a doctors judgment does not support a claim of deliberate indifference E. holding that a difference of opinion about the best course of medical treatment does not amount to deliberate indifference

assistant: The best answer is E. holding that a difference of opinion about the best course of medical treatment does not amount to deliberate indifference
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Notwithstanding the above, the party to whom Confidential Information was disclosed (the "RECIPIENT") shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Recipient provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( c ) make alterations to , modifications of or derivative works based on the whole or any part of the service , nor permit the service or any part of it to be combined with or become incorporated in any other service or program ;

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: Any Party to this Supply Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracy in the representations and warranties of the other Party contained herein or in any document delivered by such other Party pursuant hereto or (c) waive compliance with any agreement of the other Party or condition to the other Party’s obligations contained herein. Any such extension or waiver will be valid only if set forth in a writing executed by the Party to be bound thereby. Any waiver of any term or condition will not be construed as a waiver of any subsequent breach or waiver of the same term or condition or as a waiver of any other term or condition of this Supply Agreement. The failure of any Party to assert any of its rights under this Section 14.2 will not constitute a waiver of any of such rights. No course of dealing between or among any persons having any interest in this Supply Agreement will be deemed effective to modify, amend or discharge any part of this Supply Agreement or any rights or obligations of any Party under or by reason of this Supply Agreement. All rights and remedies existing under this Supply Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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 case excerpt and choose the best holding from the options. Case excerpt: first and third Daubert factors: empirical validity and as-certainability of error rate. In other words, according to Simmons, research on rape necessarily is biased in favor of believing purported victims; to develop indi-cia of rape-victim behavior, researchers must assume, as a starting premise, the veracity of their subjects, even though there is no way to verify the percentage of subjects actually raped. Therefore, Simmons asserts: due to this inherent limitation, no empirically valid or reliable forensic diagnostic techniques can be developed, only therapeutic tools. Obviously, these are inherent limitations for such research. Nevertheless, expert testimony drawing on it is not thereby proscribed by Daubert. See Jenson v. Eveleth Taconite Co., 130 F.3d 1287, 1297 (8th Cir.1997) (<HOLDING>), cert. denied, 524 U.S. 953, 118 S.Ct. 2370, Options: A. holding future dangerousness expert testimony to be admissible B. recognizing inherent methodological limitations in all socialscience research particularly sexualharassment research nevertheless holding such expert testimony admissible C. holding expert testimony properly excluded under daubert where testimony was prepared solely for litigation lacked any supporting research and there was no showing of support for witness conclusions in peerreview articles or any outside research D. recognizing such limitations in dicta E. holding that the testimony of an expert along with some kind of analytical research or event studyis required to show loss causation

assistant: The best answer is B. recognizing inherent methodological limitations in all socialscience research particularly sexualharassment research nevertheless holding such expert testimony admissible
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower and Operating Lessee has been duly organized and is validly existing and in good standing with requisite power and authority to own its interest in and/or operate the related Individual Property and to transact the businesses in which it is now engaged. Each Individual Borrower and Operating Lessee is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Each Individual Borrower and Operating Lessee possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its interest in the applicable Individual Property and to transact the businesses in which it is now engaged, and the sole business of such Individual Borrower and Operating Lessee is the ownership of its interest in, management and operation of the related Individual Property. The direct and indirect ownership interests in each Individual Borrower and Operating Lessee are as set forth on the organizational chart attached hereto as Schedule V . Each Individual Borrower and Operating Lessee (a) has complied in all respects with its certificate of incorporation, bylaws, limited partnership agreement, articles of organization and limited liability company operating agreement, as applicable; (b) has maintained complete books and records and bank accounts separate from those of its Affiliates; (c) has obeyed all formalities required to maintain its status as, and at all times has held itself out to the public as, a legal entity separate and distinct from any other entity (including, but not limited to, any Affiliate thereof); and (d) has all requisite power and authority to conduct its business and to own its interest in the applicable property, as now conducted or owned, and as contemplated by this Agreement, including, without limitation, the power and authority to do business in the State. Its signatory hereto has all necessary power, authority and legal right to execute this Agreement, the Notes and the other Loan Documents on behalf of such Individual Borrower or Operating Lessee.

assistant: Organizations
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 Borrower will not, and will not permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than any Wholly-Owned Subsidiary), unless such transaction (a) is entered into in the Ordinary Course of Business of the Borrower or relevant Subsidiary, as the case may be, (b) is among the Borrower and/or one or more of its Subsidiaries, (c) constitutes normal and reasonable compensation and reimbursement of expenses of officers and directors in the Ordinary Course of Business, (d) constitutes the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided to or on behalf of, directors, officers, employees and consultants, (e) constitutes a Restricted Payment permitted under Section 6.17 or an Investment permitted under Section 6.13, or (f) is upon fair and reasonable terms no less favorable to the Borrower or relevant Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

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: This Sixth Amendment may be executed in counterparts (including, without limitation, by electronic signature), and all parties need not execute the same counterpart; however, no party shall be bound by this Sixth Amendment until Borrower, the Guarantors and Required Lenders have executed a counterpart. Facsimiles and counterparts executed by electronic signature (e.g., .pdf) shall be effective as originals.

assistant: Counterparts