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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

assistant: Participations
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 Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Participant with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Participant by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Participant by the Company.

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: Whenever either party shall learn through the filing of a Purchaser Claim or Seller Claim, as the case may be, that the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of the notifying party and generally shall cooperate with said other party in the defense of any such claim. Upon receipt of such notice of possible liability, the party obligated to provide indemnity shall have the right to provide a written notice to the party entitled to indemnity that the indemnifying party elects to assume the defense of such matter, including, without limitation, the employment of counsel reasonably satisfactory to the indemnified party; whereupon the indemnifying party shall have the right to prosecute such defense and shall be responsible for the payment of the fees and disbursements of such counsel; provided, however, if in the reasonable judgment of the indemnified party, (i) such litigation, action, suit, demand, claim or the resolution thereof, would have a material adverse effect on the indemnified party, or (ii) the indemnifying party shall have a conflict of interest in defending such action on the indemnified party’s behalf, then at the indemnified party’s election, the indemnified party may defend itself, and in either of such instances it shall be at the indemnifying party’s expense ; provided, however, that the indemnifying party shall be responsible for the reasonable fees of no more than one counsel in each jurisdiction in each proceeding. The failure of an indemnified party to provide prompt notice of a Purchaser Claim or a Seller Claim to the indemnifying party pursuant to the first sentence of this Section 11.4(b) shall not relieve the indemnifying party of its obligation to Indemnify the indemnified party hereunder, except to the extent that such failure materially prejudices the indemnifying party’s ability to conduct such Indemnification, and except to the extent such failure materially increases the amount of the applicable Purchaser Claim or Seller Claim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01 , this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

assistant: Counterparts
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 Co-Owner (to the extent of actual knowledge of the licensing professional responsible for the administration of this Agreement as of the Effective Date, as applicable) represents and warrants that it currently owns the rights, title, and interest in and to the Patent Applications in order to carry out its undertakings to the other Parties and obligations hereunder. Each Party represents and warrants that this Agreement is legally binding upon such Party, enforceable in accordance with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which such Party is currently bound. Each Party agrees that it will not enter into any agreement, instrument or understanding, oral or written, that is inconsistent with the terms of this Agreement.

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: to a wholesaler/distributor who then packs them with goods; 4. sold in an environment of sale that features the goods packed in the jar and not the jar itself; 5. used to commercially convey foodstuffs, beverages, oils, meat extracts, etc.; 6. capable of being used in the hot packing process; and 7. recognized in the trade as used primarily to pack and convey goods to a consumer who then discards the container after this initial use. T.D. 96-7, 30 Customs Bulletin at 32-33, 61 Fed. Reg. at 224. The Government urges that HQRL 962378 “complied with the standards set forth” in T.D. 96-7, and is therefore entitled to deference under Skidmore v. Swift & Co., 323 U.S. 134 (1944) (Def.’s Post Trial Mem. at 10); see Rocknel Fastener, Inc. v. United States, 267 F.3d 1354, 1357 (Fed. Cir. 2001) (<HOLDING>). In Rocknel, the Court of Appeals for the Options: A. holding that the directors litigating position was not entitled to chevron deference but did warrant skidmore respect on certain issues where the arguments were persuasive and the agencys manual and practice had for some time consistently advanced a reasonable position B. holding skidmore deference is appropriate where customs classification decision revealed customs thorough analysis C. holding that the courts conclusion that transfer was appropriate is to be accorded great deference D. holding that deference to an agency interpretation is not appropriate where a statute is administered by more than one agency E. holding that while legislative findings are due deference that cannot foreclose a courts constitutional analysis

assistant: The best answer is B. holding skidmore deference is appropriate where customs classification decision revealed customs thorough analysis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Rodman, at the address set forth on the first page hereof, e-mail: notices@rodm.com, Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the first page hereof, fax number Attention: Chief Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed received on the date of the relevant written record of receipt, and notices delivered by fax shall be deemed received as of the date and time printed thereon by the fax machine.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 485 U.S. at 33, 108 S.Ct. 864; Lockett, 438 U.S. at 595, 98 S.Ct. 2954. This Court also has emphasized the importance of context in evaluating a prosecutor’s argument stating the fundamental rule that "[a] prosecutorial comment must be examined in light of its context within the entire court-martial.” United States v. Carter, 61 M.J. 30, 33 (C.A.A.F.2005); see, e.g., United States v. Baer, 53 M.J. 235, 238 (C.A.A.F.2000). 12 . Robinson, 485 U.S. at 33-34, 108 S.Ct. 864; Lockett, 438 U.S. at 595, 98 S.Ct. 2954. 13 . United States v. Doctor, 7 C.M.A. 126, 133-34, 21 C.M.R. 252, 259-60 (1956) (citations omitted); see United States v. Ruiz, 54 M.J. 138, 143-44 (C.A.A.F.2000). 14 . See United States v. Kemp, 13 C.M.A. 89, 98, 32 C.M.R. 89, 98 (1962); see, e.g., Carter, 61 M.J. at 34 (<HOLDING>); United States v. Gilley, 56 M.J. 113, 123 Options: A. holding that repeated references to uncontroverted evidence of an accuseds guilt throughout closing argument was reversible error where the comments were general and not tailored to the defense credibility argument B. holding that a defendant bears the burden of objecting to an allegedly improper closing argument at the time the improper argument is made C. recognizing that a lawyers comments during closing argument may explain away the alleged prejudicial effect of the opposing parties closing argument comments D. holding that there was no material prejudice arising from trial counsels repeated references to an accuseds invoking his right to counsel E. holding on habeas review that counsels failure to object to improper argument at trial did not prejudice petitioner where other evidence supported a guilty verdict and the jury was told closing argument was not evidence

assistant: The best answer is A. holding that repeated references to uncontroverted evidence of an accuseds guilt throughout closing argument was reversible error where the comments were general and not tailored to the defense credibility argument
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: § 3582(c)(2), a district court may modify a defendant’s sentence that was based on a sentencing range that subsequently has been lowered by the Sentencing Commission. 18 U.S.C. § 3582(c)(2). Any reduction, however, must be “consistent with applicable policy statements issued by the Sentencing Commission.” Id. The applicable policy statement states that a sentence reduction is not authorized under § 3582(c)(2) unless an amendment listed in U.S.S.G. § lB1.10(c) is applicable to the defendant. U.S.S.G. § lB1.10(a)(2)(A), p. s. (Nov.2009). Amendment 709 is not listed in U.S.S.G. § 1B1.10(c). See U.S.S.G. § lB1.10(c), p.s. Where an amendment is not listed in § lB1.10(c), it cannot serve as the basis for a § 3582(c)(2) reduction. United States v. Armstrong, 347 F.3d 905, 909 (11th Cir.2003) (<HOLDING>). III. CONCLUSION Here, the district court Options: A. holding that although the amendment at issue was a clarifying amendment and therefore applied retroactively in the context of direct appeals and habeas petitions it could not serve as the basis for a 3582c2 reduction because it was not listed in lb110c B. holding amendment to statute of limitations was a procedural amendment to be applied retroactively in a medical malpractice case C. holding that only the amendments listed in lb110c may be applied retroactively using a 3582e2 motion D. holding that aedpa is not applied retroactively to pending habeas petitions E. holding that only the amendments listed in lb110c may be applied retroactively using a 3582c2 motion

assistant: The best answer is A. holding that although the amendment at issue was a clarifying amendment and therefore applied retroactively in the context of direct appeals and habeas petitions it could not serve as the basis for a 3582c2 reduction because it was not listed in lb110c
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 NOTE AND THE RELATED DOCUMENTS CONSTITUTE THE ENTIRE FINAL AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES WITH RESPECT TO THIS SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the other Transaction Documents: (i) are valid, binding and enforceable against the Company and Buyer in accordance with its provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties; and (iii) are the final expression of the intentions of the Company and Buyer. No promises, either expressed or implied, exist between the Company and Buyer, unless contained herein or in the Transaction Documents. This Agreement and the Transaction Documents supersede all negotiations, representations, warranties, commitments, offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the amount of $300.54 and $1,407.38 interest at 17.92% per annum. The note listed “Table & Chairs” as security for the loan. Mrs. Gillie signed a security agreement on the $6,370.92 note listing the collateral as: “2 Arm Chairs, 4 Side Chairs, 1 Table, 1 Entertainment Center” and classified the furniture as Consumer Goods. The Bank issued Cashier’s Check No. 88992 dated June 19, 1985, payable to Doris Gillie, in the amount of $4,600.00. Mrs. Gillie used the funds to purchase the table, chairs, and entertainment center from Spears Furniture. The Bank filed a financing statement signed by Mrs. Gillie in the office of the County Clerk of Lamb County, Texas, on June 25, 1985. The rd, 8th, 9th and 10th Circuits. See, e.g., Pristas v. Landaus of Plymouth, Inc., 742 F.2d 797 (3rd Cir.1984) (<HOLDING>); Billings v. Avco Colorado Industrial Park (In Options: A. holding that due to inadvertent drafting mistakes the original qdro failed to secure wifes interest in husbands pension as intended by the parties B. holding merely that to the extent a breaching party claims that the appropriate measure of damages is the difference between the contract price and the market price it holds the burden of proving that there is in fact an available market for the goods in issue C. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach D. holding that a creditors pmsi in goods sold to debtors did not survive consolidation of the original installment contract with a later contract for the purchase of additional goods E. holding that pennsylvania law permits retention of the purchasemoney security interest in goods that also secure later payments to extent the original items secure the unpaid part of their own price

assistant: The best answer is E. holding that pennsylvania law permits retention of the purchasemoney security interest in goods that also secure later payments to extent the original items secure the unpaid part of their own price
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: welfare assistance program as exists in the case at bar. This Court has stated that while the effect of Section 109 must be “ascertained from the plain meaning of the words and terms used within it,” the Court should look to “the evils to be avoided or cured, and thereby arrive at the reasonable meaning.” Id. at 694 (quoting Ex parte Dennis, 334 So.2d 369, 373 (Miss.1976); Trahan v. State Highway Comm’n, 169 Miss. 732, 749, 151 So. 178, 182 (1933)). Though Section 109 sweeps broadly, this Court has acknowledged that there is an “edge to [its] target.” Frazier, 504 So.2d at 695 (citing Cassibry, 404 So.2d at 1368). It is not required that one be a party to the contract in question to have an interest in the contract that violates Section 109. See, e.g., Cassibry, 404 So.2d at 1365-67 (<HOLDING>). ¶ 26. Applying the factors set forth in Options: A. holding that state senator who was attorney for party to contract with state was in violation of 109 B. holding that a state agency created under state law was a state actor C. holding that person who is not party to contract does not have standing to challenge contract D. holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur E. recognizing that even entry into contract with citizen of state does not necessarily subject party to jurisdiction in state

assistant: The best answer is A. holding that state senator who was attorney for party to contract with state was in violation of 109
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations, warranties, covenants, and agreements made by the Parties in the Agreement will survive the execution and closing of the transactions contemplated hereby. All provisions which by their nature are meant to survive closing shall survive closing for the applicable statute of limitations.

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: If any provision of this Service Mark License Agreement From Licensor to Licensee is determined to be invalid, such invalidity shall not impair the operation of other provisions of this Service Mark License Agreement From Licensor to Licensee, unless the invalid provision is a material part of the parties’ bargain, such that enforcement of the Service Mark License Agreement From Licensor to Licensee in the absence of such provision would be unjust. Where possible, an invalid provision shall be modified to cure the invalidity while giving effect to the original intent of the provision.

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: You agree not to disclose, distribute, publish, communicate or in any way cause to be disclosed, distributed, published, or communicated in any way or at any time, Confidential Information (as defined herein), or any part of Confidential Information, to any person, firm, corporation, association, or any other operation or entity except on behalf of the Company in performance of your duties and responsibilities for the Company, and then only in a fashion consistent with protecting the Confidential Information from unauthorized use or disclosure, except as otherwise approved by the Company. You further agree not to use or permit the reproduction of any Confidential Information except on behalf of the Company in your capacity as an employee of the Company. You agree to take all reasonable care to avoid the unauthorized disclosure or use of any Confidential Information. You assume responsibility for and agree to indemnify and hold harmless the Company from and against any disclosure or use of the Confidential Information in violation of 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: This Agreement may be executed in any number of counterparts and by fax or email/.pdf signatures, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same binding agreement.

assistant: Counterparts
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 Roth may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Roth may deem necessary or desirable and that the Company and Roth deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment to Award Agreement s ( this “Amendment” ), made as of September 6, 2017 (the “Effective Date”), serves to notify you that the Governance and Compensation Committee (the “Committee”) of the Board of Directors of Paychex, Inc. (the “Company”) hereby amends the Award Agreements for the Options granted to you, under the Company ’ s 2002 Stock Incentive Plan, as amended and restated effective October 14, 2015 (the “Plan ”), prior to the Effective Date , as well as the Award Agreements for any Options granted to you on or after the Effective Date ( collectively, the “Option Award Agreements”) as described below. T he capitalized terms used in this Amendment are defined in the Plan or the Option Award Agreements .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Landlord and Tenant each waive the prov1S1ons of Arizona Revised Statutes Section 33-343 and any other applicable existing or future Law permitting the termination of a lease agreement in the event of damage or destruction under any circumstances other than as provided in Sections 12.2 - Landlord’s Right to Terminate and 12.3 - Tenant’s Right to Terminate .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The RSUs are restricted in that they cannot be sold, transferred or otherwise alienated or hypothecated until Shares related to such RSUs are issued pursuant to Section 8 following the removal or expiration of the restrictions as contemplated in Section 5 (and Section 6, if applicable) of this Agreement and as described in the Notice of Grant. In the event you cease to be an employee of the Company and any Subsidiary, other than as provided in Section 6 below, or in the event that you violate the covenants set forth in Section 22 of this Agreement, the RSUs that are not vested on the date of such cessation of employment shall be immediately forfeited.

assistant: Forfeitures
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: General or the Secretary, of Homeland Security.... 8 U.S.C. § 1252(a)(2)(B)(ii) (emphasis added). Plaintiff argues that the discretion given to the Attorney General to deny or grant an adjustment application made pursuant to the CAA is not given pursuant to “this subchapter” because, according to plaintiff, “this subchapter” refers only to the INA, not the CAA. While no reported decision from any court appears to have squarely addressed the issue, the Supreme Court recently noted, in resolving a different issue, that the reference in section 1252(a)(2)(B)(ii) to (“this subchapter” is to “Title 8, Chapter 12, Subchapter II, of the United States Code, codified at 8 U.S.C. §§ 1151-1381 and titled ‘Immigration.’”). Kucana v. Holder, — U.S. -, 130 S.Ct. 827, 832 n. 3, - L.Ed.2d - (2010) (<HOLDING>); see also Medina-Morales v. Ashcroft, 371 F.3d Options: A. holding that statutes restricting judicial review of discretionary decisions do not preclude review of challenges to the constitutionality of ins regulations but holding that petitioners failure to receive discretionary relief does not rise to a constitutionally protected interest B. holding that sjeetion 1252a2bii clearly precludes judicial review of decisions under section 1186ac4 because the statute specifies that those decisions are purely discretionary C. holding that mandatory military procedures and regulations cannot be ignored by the agencies themselves even where discretionary decisions are involved D. holding that section 1252a2bii barred jurisdiction of decisions specified by statute as discretionary but did not bar decisions specified by regulation as discretionary E. holding that 1252a2bii precludes review of discretionary decisions in only the specific circumstances specified in the statute itself

assistant: The best answer is D. holding that section 1252a2bii barred jurisdiction of decisions specified by statute as discretionary but did not bar decisions specified by regulation as discretionary
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 of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Credit Party pursuant to this Credit Agreement that is designated by such Credit Party as confidential; provided , that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates and other parties hereto, (b) subject to an agreement to comply with the provisions of this Section 11.17 (or terms substantially consistent with and no less restrictive than this Section 11.17 ), to (i) any actual or prospective assignee or participant, (ii) credit insurance providers requiring access to such information in connection with credit insurance issued for the benefit of such Lender, and (iii) any contractual counterparties (or the professional advisors thereto) to any swap, derivative or securitization transaction relating directly to obligations of parties under this Credit Agreement, (c) to its employees, directors, agents, attorneys and accountants or those of any of its Affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Credit Document, (j) with the written consent of the Borrower or (k) to the extent such information becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than a Credit Party or its Affiliates.

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: Recipient agrees that if it or any of its Representatives are required by law, by a court or by other governmental or regulatory authorities (including, without limitation, by oral question, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or other process) to disclose any of Disclosing Party’s Information, Recipient shall provide Disclosing Party with prompt notice of any such request or requirement, to the extent permitted to do so by applicable law, so that Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Non-Disclosure Agreement.

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: The Transferee hereby makes, to each of the other Parties, as to itself only and (unless otherwise set forth therein) as of the date hereof and as of the Closing Date, the representations and warranties set forth in Article V of the Agreement; provided , however , for purposes of Sections 5.7(a) and 5.7(b) of the Agreement, the Transferee’s aggregate principal amount of Unsecured Notes Claims as of the date hereof is as set forth on the signature page hereto.

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 case excerpt and choose the best holding from the options. Case excerpt: second and third elements under Fed.R.Civ.P. 24(a)(2), the existence of a sufficient interest, and whether disposition of that interest would effectively impede the putative intervenors’ ability to protect that interest. Among the interests that satisfy these criteria are injury to reputation, see Penthouse Int'l Ltd. v. Playboy Enterprises, Inc., 663 F.2d 371, 373, 392 (2d Cir.1981), need to protect the attorney-client privilege, see In re Katz (Jamil v. United States), 623 F.2d 122 (2d Cir.1980), and need to protect the attorney work-product privilege. See United States v. AT & T, 642 F.2d 1285, 1290-92 (D.C.Cir.1980), citing, Reisman v. Caplin, 375 U.S. 440, 445, 84 S.Ct. 508, 511-12, 11 L.Ed.2d 459 (1964); see also In re Grand Jury Proceedings, 735 F.2d 1330, 1331 (11th Cir.1984) (<HOLDING>); In re Grand Jury Proceedings, 604 F.2d 798, Options: A. recognizing that a district court should allow intervention by a client in the first instance as soon as the attorneyclient privilege issue is raised B. holding that the inadvertent disclosure of a privileged document does not waive the attorneyclient privilege if attorney took all reasonable steps to avoid disclosure and asserted the privilege as soon as the disclosure became known C. holding that where an issue is raised in the district court but raised late and the district court declines to deem the issue waived the issue may be raised on appeal D. recognizing intervention to assert both the attorneyclient and work product privileges E. holding that the information is not protected by attorneyclient privilege

assistant: The best answer is A. recognizing that a district court should allow intervention by a client in the first instance as soon as the attorneyclient privilege issue is raised
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: distribution in exchange for their membership interests and, therefore, the distribution could not have been a policyholder dividend. The Court rejects this reasoning. From the record submitted on this motion, the Court cannot discern any statement by either party that the policyholders did not receive their entire equity share. In fact, it appears that UNUM alleges in this litigation that the policyholders received something more than their equity share, but certainly not less. Thus, the Government has failed to demonstrate to this Court that any conversion plan found to be fair and equitable under the Maine insurance code must necessarily not constitute a policyholder dividend trader federal tax law. 12 . See Teledyne Industries, Inc. v. N.L.R.B., 911 F.2d 1214, 1218 (6th Cir.1990) (<HOLDING>). 13 . The Superintendent's affidavit provides, Options: A. holding that federal law applies because judicial estoppel relates to protection of the integrity of the federal judicial process B. holding that plaintiff could not establish a prima facie case of discrimination because she was unable to present evidence that she was qualified for the position C. holding the order is only reviewable if actually considered by the district court D. holding that a zoning estoppel plaintiff must show that he or she has been given assurances of some form by the county that his or her proposed construction met zoning requirements and that he or she had a right lo rely on such assurances E. holding that in order for judicial estoppel to operate the first court must actually adopt the litigants position that he or she now contradicts

assistant: The best answer is E. holding that in order for judicial estoppel to operate the first court must actually adopt the litigants position that he or she now contradicts
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 shall pay and discharge or cause to be paid and discharged, when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits or upon any of its Property, real, personal or mixed (including without limitation, the Purchased Assets) or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, except for any such taxes, assessments and governmental charges, levies or claims as are appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are provided. Seller shall file on a timely basis all federal, and state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure or delay on the part of Agent or any Holder in the exercise of any power, right or privilege hereunder or under any other Note Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to Agent and each Holder hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Note Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive is hereby employed on the Effective Date as the Senior Vice President, General Counsel & Secretary of the Company. In such capacity, Executive shall have the duties, responsibilities and authority commensurate with such position as shall be assigned to him by the Chief Executive Officer of the Company (the “ CEO ”), and will report directly to the CEO.

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: During the term of Employee’s employment and after such employment has terminated, the Employee shall not make any negative or disparaging comments regarding the Corporation or its performance, operations, or business practices, or otherwise take any action that could reasonably be expected to adversely affect the Corporation or its professional reputation. The Employee may truthfully respond to inquiries by government agencies or to inquiries by any person through a subpoena or other valid judicial process without violating this Section 8.3.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (A) NON-EXCLUSIVE JURISDICTION . EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, BOROUGH OF MANHATTAN, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE ANY BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

assistant: Consent To Jurisdiction
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: of Respondent’s expert comes as no surprise. The Court has not seen evidence and does not believe, having had its own opportunity to hear from the experts both on direct and cross-examination, that any of the experts who testified in this case are biased or have such unreliable opinions that the opinions should or would be disregarded all to gether. Moreover, Respondent's criticisms of Petitioner’s experts and their opinions are not so persuasive that they end the prejudice inquiry. 13 . Even if Petitioner were not able to link his mental impairment to the crimes convincingly, Petitioner’s mental health evidence still would have been relevant mitigating evidence due to be considered by the jury. See Tennard v. Dretke, 542 U.S. 274, 285-88, 124 S.Ct. 2562, 159 L.Ed.2d 384 (2004) (<HOLDING>). 14 . Evidence of guilt in Ferrell appears to Options: A. recognizing the influence of extreme mental or emotional disturbance as a mitigating factor B. holding that a general statement about how the defendant wanted to introduce evidence of medical or mental impairment to show that the defendant lacked the proper mental state was an insufficient offer there must be some meat of the actual evidence C. holding that evidence of an impaired mental condition that does not rise to floridas definition of insanity is not admissible D. holding that evidence of impaired mental functioning is inherently mitigating and that a defendant is not required to demonstrate a nexus between his mental capacity and the crime committed E. holding that no federal nexus is required

assistant: The best answer is D. holding that evidence of impaired mental functioning is inherently mitigating and that a defendant is not required to demonstrate a nexus between his mental capacity and the crime committed
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: (i) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

assistant: Participations
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: a direct benefit from the agreement. Carlyle Inv. Mgmt. LLC v. Moonmouth Co. SA, 779 F.3d 214, 219 (3d Cir.2015). Further, third parties “that should have foreseen governance by the clause may also be bound to it.” First Fin. Mgmt. Grp., Inc. v. Univ. Painters of Balt., Inc., No. 11-5821, 2012 WL 1150131, at *3 (E.D.Pa. Apr. 5, 2012). The Court may apply the forum selection clause to a nonsignatory if the totality of the circumstances, makes it fair and reasonable to bind the nonsignatory to the clause because it is foreseeable to the non-signatory that it would become involved in the contract dispute. Lefkowitz v. McGraw-Hill Cos., No. 13-1661, 2013 WL 3061549, at *3 (E.D.Pa. June 9, 2013); see also Magi XXI, Inc. v. Stato della Citta del Vaticano, 714 F.3d 714, 722 (2d Cir.2013) (<HOLDING>); Adams v. Raintree Vacation Exch., 702 F.3d Options: A. holding that a permissive forum selection clause containing a waiver of any claims of forum non conveniens amounts to a mandatory forum selection clause at least where the plaintiff chose the designated forum B. recognizing that using a literal approach to interpreting forum selection clauses could undermine their purpose C. holding that claims were not related to a license agreement which contained a forum selection clause in part because the bulk of the claims were against a defendant who was not a party to the agreement for breaches of employment contracts which did not contain forum selection clauses and for disclosure of trade secrets D. holding that forum selection clause applied to tort claims that arose out of a contractual relationship and noting that if forum selection clauses are to be enforced as a matter of public policy that same public policy required that they not be defeated by artful pleadings of tort claims internal citation omitted E. holding enforceable forum selection clauses in arbitration agreements

assistant: The best answer is B. recognizing that using a literal approach to interpreting forum selection clauses could undermine their purpose