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: This Agreement shall become effective only when accepted by Agent and, when so accepted, shall constitute a continuing agreement and shall remain in full force and effect until Payment in Full of the Secured Obligations and termination of the Guaranty, at which time this Agreement shall terminate and Agent shall deliver to the Pledgor, at Pledgor’s expense, such of the Pledged Collateral as shall not have been sold or otherwise applied pursuant to this Agreement. Notwithstanding the foregoing, in no event shall any termination of this Agreement terminate any indemnity set forth in this Agreement or any of the other Loan Documents, all of which indemnities shall survive any termination of this Agreement or any of the other Loan Documents. For the avoidance of doubt, this Agreement shall automatically terminate on the date on which the PEC Contribution Amount (as defined in the Amendment) has been paid in full to Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: states following injuries, schizophrenic and acute emotional disturbances, [and] metabolic disorders such as anoxia and hypoglycemia, [or] drug-induced loss of consciousness ____” 27 A.L.R.4th 1067, § 2. Therefore, some civilian courts generally recognize the automatism defense brought about by physical conditions such as epilepsy, stroke, or physical or emotional trauma. LAFAVE at 406. “Mere inability to remember an event, in and of itself, [however,] cannot establish automatism, since relevant inquiry involves the accused’s knowledge and control at the time of the conduct, not at the time of trial.” Sellers v. State, 809 P.2d 676, 686-87 (Okla.Crim.App.1991), cert. denied, 502 U.S. 912, 112 S.Ct. 310, 116 L.Ed.2d 252 (1991); see also State v. Jenner, 451 N.W.2d 710, 721 (S.D.1990) (<HOLDING>). Although “automatic” or involuntary conduct Options: A. holding de fendants statements that she did not remember killing her daughter and that she slept through the night while the child died were inadequate to require jury instruction on unconsciousness ajmnesia is not a defense to a criminal charge B. holding that the district court did not err in failing to address the defendant personally to determine whether she understood the rights she was waiving by admitting that she violated the conditions of her probation C. holding that a plaintiff could not proceed on her procedural due process claim brought under 1983 because she did not show that she had exhausted her state law remedies or alleged that those remedies were inadequate D. holding that a plaintiff could not show that she engaged in protected activity because she did not present evidence that she informed her employer that her complaints were based on race or age discrimination E. holding appellant produced no evidence that when she made her complaints to management she ever mentioned that she felt she was being treated unfairly due to her race or sex

assistant: The best answer is A. holding de fendants statements that she did not remember killing her daughter and that she slept through the night while the child died were inadequate to require jury instruction on unconsciousness ajmnesia is not a defense to a criminal charge
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: vimeo has no obligation to screen or monitor any content and does not guarantee that any content available on the vimeo service complies with this agreement or is suitable for all users .

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: SOOUM owns, has a valid license to use, or otherwise possesses legally enforceable rights to use all intellectual property used in its business as currently conducted, except for any such failures to own, license or possess that would not have a SOOUM Material Adverse Effect. SOOUM has not received any notice of infringement of or conflict with, and, to its knowledge, there are no infringements of or conflicts with, the rights of any person with respect to the use of any of SOOUM’s intellectual property.

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 legal provision and list the applicable contract clause categories. Provision: Any notice required to be given or delivered to the Company under the terms of this RSU Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on this RSU Agreement (as may be updated from time to time by written notice from the Participant). All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

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: 150-51. As just stated, Harry’s directive to transfer King to another Level II institution in order to give the staff a break was facially legitimate. King produced no evidence that Chaffee knew or should have known that he was not actually instigating other prisoners to defiance. Indeed, King’s trial counsel elicited from Chaffee on direct examination that he did not have any first hand knowledge whether King was instigating other prisoners. Trial Trans. (Vol.1) at 139. Thus, King failed to show that Chaffee knew or should have known that the reasons Harry gave him for the transfer were false or given for retaliatory reasons. Therefore, King failed to prove that in facilitating his transfer, Chaffee acted with retaliatory intent. Thaddeus-X v. Blatter, 175 F.3d 378, 393 (6th Cir.1999) (<HOLDING>). Indeed, Chaffee cannot have known of any Options: A. holding a subordinate will be liable under 1983 for following a superiors orders if he knew or should have known his acts were violating plaintiffs constitutional rights B. recognizing that an employer is liable for an employees action if the employer knew or should have known about an employees acts of harassment and fails to take appropriate remedial action C. holding that a constitutional violation by a subordinate is a predicate for supervisory liability under 1983 D. holding that a request is sufficiently clear if the administrator knew or should have known that plan information was requested E. holding that defendant who sets in motion series of events that he knew or should have known would cause others to deprive plaintiff of rights may be liable under 1983

assistant: The best answer is A. holding a subordinate will be liable under 1983 for following a superiors orders if he knew or should have known his acts were violating plaintiffs constitutional rights
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Promptly upon request by any Agent, or any Lender through the Administrative Agent, and subject to the limitations described in Section 6.7, (i) correct any material defect or error that may be discovered in any Loan Document or other document or instrument relating to any Collateral or in the execution, acknowledgment, filing or recordation thereof and (ii) do, execute, acknowledge, deliver, record, re-record, file, refile, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to grant, preserve, protect and continue the validity, perfection and priority of the security interests created or intended to be created by the Security Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the United States is immune from suit without its consent.” Muirhead v. Mecham, 427 F.3d 14, 17 (1st Cir.2005). This includes agencies of the Federal government. See F.D.I.C. v. Meyer, 510 U.S. 471, 114 S.Ct. 996, 127 L.Ed.2d 308 (1994)(barring suit against a Federal agency based on the sovereign immunity doctrine). Consent to be sued has to be expressly waived by the Federal government. In other words, it cannot be implied. United States v. King, 395 U.S. 1, 4, 89 S.Ct. 1501, 23 L.Ed.2d 52 (1969). Such immunity shields the Federal government and its agencies from suit unless it is expressly waived. Id. at 474. In light of Bivens, the application of blanket immunity to federal officials has been more limited. See Butz v. Economou, 438 U.S. 478, 98 S.Ct. 2894, 57 L.Ed.2d 895 (1978) (<HOLDING>). Federal officials, in the performance of Options: A. holding that federal executive officials in general are not privileged with absolute immunity B. recognizing that absolute immunity is immunity from charges of either constitutional or statutory violations C. holding that the considerations underlying absolute prosecutorial immunity at common law dictate the same absolute immunity under 1983 D. holding that officials charged with the duty of executing a facially valid court order enjoy absolute immunity E. holding that prosecutors have absolute immunity

assistant: The best answer is A. holding that federal executive officials in general are not privileged with absolute immunity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the arbitrator can not combine more than one person 's claim into a single case , and can not preside over any consolidated , class or representative arbitration proceeding ( unless we both agree to change this ) .

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: Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested or where the failure to pay could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and after the transfer between the sons. The transfer-of-shares agreement cannot be considered a contract by Joe Sr. to transfer four shares of stock to Joe Jr. because it does not meet the basic requirements for a contract: it states no action or forbearance by Joe Sr. in return for an action or forbearance by Joe Jr. Compare § 7-8-319, Ala. Code 1975, the former “Statute of Frauds” for securities transactions, that, at the time relevant here, required, in a contract for the sale of securities, a writing “signed by the party against whom enforcement is sought ... sufficient to indicate that a contract has been made for sale of a stated quantity of described securities at a defined or stated price.” (Emphasis added.) See DeVito v. Sheeran, 165 N.J. 167, 189, 755 A.2d 1147, 1160 (2000) (<HOLDING>). Although Joe Sr.’s signature on the Options: A. holding unconscionable a disclaimer of warranties under the uniform commercial code where there was allocation of commercial risks in a socially or economically unreasonable manner B. recognizing the purpose of a uniform statewide building code C. holding that a memorandum referring to the allocation of stock ownership did not satisfy 8319 of the uniform commercial code D. holding that the uniform commercial code specifically encompassed a software licensing agreement E. holding that the hospital was fraudulently joined because it did not meet the definition of seller as defined by mississippis product liability statute or under the uniform commercial code

assistant: The best answer is C. holding that a memorandum referring to the allocation of stock ownership did not satisfy 8319 of the uniform commercial code
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, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof and any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement, the Fee Letter or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Lead Arranger and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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: them by the terms of the contract. Paragraph 11 limits Plaintiffs’ remedy to replacement of the swine or, at Defendant’s option, refund of the purchase price. Such a limit cannot be enforced if the remedy fails of its essential purpose or if it is an unconscionable limitation on consequential damages. Iowa Code §§ 554.2719(2) and 554.2719(3). Plaintiffs maintain that the limitation causes the remedy to fail its essential purpose because the replacement or refund of purchase price of the boars which spread the disease bears no relation to the damage which might be sustained. Plaintiffs’ argument fails to address the relevant question, however. “The purpose of a remedy is to give the buyer what the seller promised him. . .” Hartzell v. Justus Co., Inc., 693 F.2d 770, 774 (8th Cir.1982) (<HOLDING>), see also Select Pork, Inc. v. Babcock Swine, Options: A. holding that the testimonies of three qualified expert witnesses about the damages done to a house by termites and their opinions as to what the repairs would cost was some evidence that the cost of repairs was reasonable and necessary although those words were not used in their testimonies B. holding that if repairs to a firedamaged vehicle with parts of like kind and quality would not restore the vehicle to its former market value the proper measure of damages was the difference in market value before and after the loss where the policy limited liability to the cost to repair or replace the property with other of like kind and quality less depreciation C. holding where a house sold by defendant was found to fall short of the sellers promises and where it could not be repaired to the promised condition defendants liability could not be limited to the cost of repairs however if the repairs had been adequate to restore the house to its promised condition and if plaintiff had claimed additional consequential damages for example water damage to a rug from the leaky roof the limitationofremedies clause would have been effective D. holding that if despite repairs there remains a loss in actual market value estimated as of the collision date such deficiency is to be added to the cost of repairs E. holding that the total cost of repairs could be found to be a fair measure of the plaintiffs total damage

assistant: The best answer is C. holding where a house sold by defendant was found to fall short of the sellers promises and where it could not be repaired to the promised condition defendants liability could not be limited to the cost of repairs however if the repairs had been adequate to restore the house to its promised condition and if plaintiff had claimed additional consequential damages for example water damage to a rug from the leaky roof the limitationofremedies clause would have been effective
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: action by the State to recover the costs of legal assistance. Therefore, the entry of this judgment was a “stage” of the criminal proceeding for which Dudley was entitled to counsel. Our characterization of the cost judgment in Sluyter as a civil liability does not alter our conclusion. See Sluyter, 763 N.W.2d at 582 (stating cost judgment entered against acquitted defendant creates a civil liability). As previously noted, the legislature has injected this matter, which would ordinarily be civil, in a criminal action and provided for counsel throughout the criminal prosecution, ending with judgment on behalf of the State. We think it proper to focus on the legislative intent evidenced by these statutes, rather than on the label attached to the final judgment. See Jones, 964 P.2d at 403 (<HOLDING>). Because the criminal case did not end, by Options: A. holding postacquittal proceedings were part of criminal case notwithstanding that they resulted in a reimbursement award that was civil in nature stating legislative intent was more important than labels B. holding that defendants have a right to counsel in criminal proceedings C. holding that determining legislative intent is a question of law D. holding that substantive criminal statute could not be applied retrospectively because there was nothing in the language or the legislative history that was a clear and unequivocal expression of legislative intent to rebut presumption of prospective application only E. recognizing a right of access to civil proceedings

assistant: The best answer is A. holding postacquittal proceedings were part of criminal case notwithstanding that they resulted in a reimbursement award that was civil in nature stating legislative intent was more important than labels
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 costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated, except as otherwise expressly provided herein (including Article 9 ).

assistant: Expenses
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 principal amount of this Note will bear simple interest (calculated in the manner provided in the Loan and Security Agreement) at the rate of eight percent (8.0)% per annum, subject to increase as provided in the Loan and Security Agreement. Interest will be payable in cash on a monthly basis in arrears on the first Business Day of each month, with the first interest payment due on October 1, 2016 (or the first business day thereafter).

assistant: Interests
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: is entitled to federal injunctive relief on his constitutional claims only if a reasonable likelihood exists the plaintiff will again be subjected to the unconstitutional actions. Because plaintiff has failed to establish even an arguable basis for a finding that his constitutional rights were ever violated by the defendant, plaintiff is not entitled to prospective injunctive relief in this cause. E. Request for Intervention On November 21, 1996 plaintiffs fellow Connally Unit inmate Earnie Gipson filed a motion seeking leave to in 989), (“A state’s failure to follow its own procedural regulations does not establish a violation of due process, because 'constitutional minima may nevertheless have been met.’ ”); and Brown v. Texas A & M University, 804 F.2d 327, 335 (5th Cir.1986), (<HOLDING>). 75 . Pub.L. No.. 104-134, 110 Stat. 1321. 76 Options: A. holding that a state agencys violations of its own internal regulations did not establish a due process violation or otherwise give rise to a constitutional claim B. holding that a states failure to follow its own procedural regulations does not constitute a violation of due process if constitutional minima are met C. holding that an agencys interpretation of its own regulations is entitled to deference D. holding that alleged violations of a state statute did not give rise to federal constitutional claims E. holding that an employers mere failure to follow its own rules and regulations does not give rise to a protected property interest

assistant: The best answer is A. holding that a state agencys violations of its own internal regulations did not establish a due process violation or otherwise give rise to a constitutional claim
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: Following Mr. Wardinski’s termination or resignation, Mr. Wardinski shall assist and cooperate with Playa Resorts and the Playa Affiliates in the orderly transition of work to others if so requested by Playa Resorts or the Playa Affiliates. Mr. Wardinski shall cooperate with Playa Resorts and the Playa Affiliates and be responsive to requests for information by any of them relating to their respective business matters about which Mr. Wardinski may have information or knowledge and reasonably assist Playa Resorts and the Playa Affiliates, as the case may be, with any litigation, threatened litigation or arbitration proceeding relating to Playa Resorts’ or any Playa Affiliate’s business as to which business Mr. Wardinski had relevant knowledge, and Playa Resorts shall reimburse Mr. Wardinski for reasonable costs, including attorneys’ fees and expenses, actually incurred by Mr. Wardinski in connection with 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: Read the case excerpt and choose the best holding from the options. Case excerpt: that the allegations of sexual abuse or molestation and also being photographed by Bracigliano in a sexual manner are sufficient aggravating circumstances which, if accompanied by a permanent posttraumatic stress disorder, which is substantial, constitutes a “permanent loss of a bodily function” even without residual physical injury. Id. at 413, 696 A.2d 625; see also C.P. by J.P. v. Township of Piscataway Bd. of Educ., 293 N.J.Super. 421, 430-31, 681 A.2d 105 (App.Div.1996) (suggesting that a minor who had been subjected to an act of sexual contact by a swim instructor could cross the verbal threshold, provided plaintiff demonstrates a permanent psychological disability resulting from the molestation); A.C.R. by L.R. v. Vara, 264 N.J.Super. 565, 571-72, 625 A.2d 41 (Law Div.1992) (<HOLDING>). However, we agree with the Board that if Options: A. holding that specific intent is not element of assault resulting in serious bodily injury B. holding that loss of customers and resulting injury to goodwill can constitute irreparable harm that is not compensable by an award of money damages C. holding that psychological conditions resulting from workrelated trauma are compensable D. holding that sexual assault of a minor resulting in psychological harm may be compensable under the tca even in the absence of personal injury E. holding that sexual assault coercion and harassment certainly may violate contemporary standards of decency and cause physical and psychological harm

assistant: The best answer is D. holding that sexual assault of a minor resulting in psychological harm may be compensable under the tca even in the absence of personal injury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a “Change in Control” that occurs (i) prior to the Vesting Date and before the last day of the Measurement Period and (ii) on a date on which the Recipient is employed by the Company, then 100% of the Recipient’s RSUs that have not previously been forfeited shall become immediately vested and shall no longer be subject to the Forfeiture provisions in this Section 4, and the Company shall deliver as soon as administratively feasible but no later than 30 days after the Vesting Date that number of Award Shares to the Recipient equal to the number shown on the first page of this Award Agreement, without adjustment. In the event of a “Change in Control” that occurs (i) prior to the Vesting Date and on or after the last day of the Measurement Period and (ii) on a date on which the Recipient is employed by the Company, then 100% of the Recipient’s RSUs that have not previously been forfeited shall become immediately vested and shall no longer be subject to the Forfeiture provisions in this Section 4, and the Company shall deliver as soon as administratively feasible but no later than 30 days after the Vesting Date that number of Award Shares to the Recipient equal to the number of Award Shares deliverable based on the achievement of the performance measures, as adjusted and determined in Section 3. A “Change in Control” shall have the same meaning for the purposes of this Award Agreement as set forth in Section 8 of the Plan, as the same may be amended from time to time.

assistant: Change In Control
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 Prudential shall share the fees and disbursements of the arbitrator equally (i.e., on a 50%/50% basis). The Company and Prudential shall each bear their own costs and expenses incurred in connection with prosecuting and/or defending any arbitration dispute.

assistant: Costs
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: Payment of the Purchase Price shall be made on or before June 17, 2016 by wire transfer of immediately available funds to an account designated by the Company. Upon receipt of payment the Company will deliver to the Subscriber one or more certificates evidencing the Warrants and instruct its transfer agent to deliver to the Subscriber promptly thereafter one or more certificates evidencing the Shares. The Company shall have the right to terminate this Agreement if it has not received the Purchase Price by June 17, 2016, in which case this Agreement shall have no further force or effect, and the Company shall have no obligation to issue the Shares or Warrants.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Rule 2-101(b), which elaborates when a federal filing may be deemed to be timely filed in our courts. They also maintain that their filing for a writ of mandamus excuses any delay in their judicial challenge because the limitations period set forth in Elec. Law § 12-202(b) does not apply. As noted, Elec. Law § 12—202(b)(1) requires a challenge to be made “10 days after the act or omission or the date the act or omission became known to the petitioner!.]” Yet, “[b]ecause the action [before us is] an equitable one, however, laches, rather than direct application of the statutory time period, [is] the proper focus.” Fraternal Order of Police v. Montgomery County, 446 Md. 490, 509, 132 A.3d 311, 332 (2016) (discussing Ross, 387 Md. at 668-70, 876 A.2d at 704-05). See also Md. Rule 2-323 (<HOLDING>). Notwithstanding the equitable nature of Options: A. holding that fair use is an affirmative defense B. recognizing laches as an equitable defense to a motion to reopen C. holding that where defense of laches was not pleaded denial of equitable relief on grounds of laches was error D. recognizing laches as an affirmative defense E. holding that equitable defense of laches is inapplicable to claims of fraud

assistant: The best answer is D. recognizing laches as an affirmative defense
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) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any Excluded Collateral (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (and in any event within 30 days of acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any dispute regarding the interpretation of this Agreement shall be submitted by Recipient or the Company to the Compensation Committee for review. The resolution of such a dispute by the Compensation Committee shall be final and binding on the Company and Recipient.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 5(d) shall be null and void, ab initio .

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: In consideration of the mutual disclosure of Confidential Information the Recipient Party undertakes:- (b) to use or apply the Confidential Information of the Disclosing Party solely for the Purpose and so as to determine whether or not and on what terms the Parties might wish to proceed; (c) not to use, copy, adapt, alter, disclose or part with possession of or apply the Confidential Information of the Disclosing Party for any other purpose or its own purposes other than as described in paragraph

assistant: No
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 defendant’s position, the statute extends to a person, such as defendant, who has been given authority over a minor or premises and who accepts that authority knowing that it involves allowing a minor to be in a place where unlawful drug activity is occurring.” McBride, 242 Or App at 601. The Court of Appeals’ interpretation was based on the legislature’s intent that the child-endangerment statute “‘cover everything’” not prohibited elsewhere in the code that had been criminalized by the former statute defining the crime of contributing to the delinquency of a minor, which this court had determined to be unconstitutionally vague. Id. at 600 (quoting Minutes, Criminal Law Revision Commission, Subcommittee No 2, Mar 6, 1970, at 10); see State v. Hodges, 254 Or 21, 457 P2d 491 (1969) (<HOLDING>). The legislature intended the Options: A. holding a crime committed under a nebraska statute criminalizing sexual contact between an adult and a minor a felony crime of violence for sentencing purposes B. holding the death penalty unconstitutional for defendants under age eighteen at the time of the crime C. holding that defendants affirmative acts of driving minor to robbery helping minor enter the building and serving as a lookout for the minor warranted sentencing enhancement D. holding unconstitutional the statute defining the crime of contributing to the delinquency of a minor E. holding that reasonable attorneys fees for the benefit of a minor in defending the minor against a criminal charge were necessaries

assistant: The best answer is D. holding unconstitutional the statute defining the crime of contributing to the delinquency of a minor
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 party shall publish, issue or make any press release or make any other public announcement concerning this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other party, which shall not be withheld or delayed unreasonably; provided, however, that (i) nothing contained in this Agreement shall prevent any party, after notification to the other party to the extent legally permissible, from making any filings with Governmental Authorities, as required by applicable Law (including securities Laws) and applicable stock exchange rules that, based on advice of legal counsel, may be required in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and (ii) Seller shall be permitted to publish and broadcast public notices concerning the filing of the Assignment Application in accordance with the requirements of Section 73.3580 of the FCC’s rules.

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: Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Fletcher, § 8144; Great American Insur. Co. v. Byrd & Watkins Constr., Inc., 63 poration’s failure to comply with the dissolution statutes voids the dissolution as to a creditor whose rights have been prejudiced, thereby permitting the creditor to sue the corporation after more than two years following the date of dissolution. United States v. SCA Services of Indiana, Inc., 837 F.Supp. 946, 952-53 (N.D.Ind.1993); Soo Line R.R. Co. v. B.J. Carney & Company, 797 F.Supp. 1472, 1478 (D.Minn.1992); Alpine Property Owners Ass’n v. Mountaintop Dev. Go., 179 W.Va. 12, 365 S.E.2d 57, 64-65 (1987); South Carolina Dept. of Social Serv. v. Winyah Nursing Homes, Inc., 282 S.C. 556, 320 S.E.2d 464, 468 (Ct.App.1984). Cf. Licht v. Association Serv., Inc., 236 Neb. 616, 463 N.W.2d 566, 570 (1990) (<HOLDING>). In the present case, it is undisputed that Options: A. holding that actual notice fulfills a notice requirement that an applicable federal regulation be conspicuously posted because actual notice is the best notice B. holding that the state was estopped to argue that the 90day notice period expired on a date prior to the expiration date it cited to the claimant C. holding that where employee was aware of dissolution abatement of claims provision applied even in absence of written notice because employee had actual notice D. holding that limitations period begins to run on date notice was received at claimants residence even if claimant did not receive it until a later date E. holding that where claimant had actual notice of corporate dissolution limitation period began on date of dissolution despite failure to provide written notice

assistant: The best answer is E. holding that where claimant had actual notice of corporate dissolution limitation period began on date of dissolution despite failure to provide written notice
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall commence as of the Effective Date and shall continue for a period of [***] after the Commencement Date, unless terminated earlier as provided below (the “ Initial Term ”). This Agreement will automatically renew for additional [***] terms (together with the Initial Term, the “ Term ”) unless either Party elects not to renew this Agreement by written notice to the other Party, which notice must be provided at least [***] prior to the expiration of the Term.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: contained therein that mirror the arguments they make on appeal. The probation officer then filed an addendum to the Presentence Report, responding to the Webbs’ objections. After conducting a sentencing hearing, the district court adopted the Presentence Report as amended and sentenced both Bobby and Preston Webb to 235 months of imprisonment. This timely appeal followed. II. ANALYSIS A. Standard of review In reviewing a district court’s application of the Sentencing Guidelines, we “accept the findings of fact of the district court unless they are clearly erroneous and ... give due deference to the district court’s application of the guidelines to the facts.” 18 U.S.C. § 3742(e). In light of Buford v. United States, 532 U.S. 59, 63-66, 121 S.Ct. 1276, 149 L.Ed.2d 197 (2001) (<HOLDING>), this court has held that our standard of Options: A. holding that the district court was entitled to deference in its application of 4b12 of the sentencing guidelines in a case where the underlying facts were undisputed B. holding that we review factual findings underlying a decision to apply a sentencing enhancement for clear error and give due deference to the district courts application of the guidelines to the facts C. recognizing that where material facts are undisputed the court only decides the application of relevant law D. holding that when the facts of a robbery are undisputed the imposition of the enhancement is a question of the application of the guidelines to be reviewed de novo E. holding that district court is entitled to substantial deference in its determination that particular facts of case implicate a departure factor

assistant: The best answer is A. holding that the district court was entitled to deference in its application of 4b12 of the sentencing guidelines in a case where the underlying facts were undisputed
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 shall become effective on the date (the “ Amendment No. 1 Effective Date ”) on which the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Parent, each Lender and the Administrative Agent.

assistant: Effectiveness
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 (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, 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 within the time required by the Exchange Act. 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 officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, or any of its officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 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: The execution, delivery and performance by such Noteholder of the Transaction Documents to which such Noteholder is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Noteholder, enforceable against such Noteholder in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: grievance appeal form, “courts have ‘ample’ discretion’ to forego exhaustion of a (state grievance procedure) if you miss grievance deadlines.” Plaintiff’s appeal was denied; he filed a complaint in federal district court under 42 U.S.C. § 1983; the district court concluded that Plaintiff failed to show good cause necessary to excuse his untimely filing. We agree. The Prison Litigation Reform Act of 1995 (“PLRA”) requires that a prisoner exhaust all available administrative remedies before a suit challenging prison conditions may be brought. 42 U.S.C. § 1997e(a). As the Supreme Court has observed, an invigorated exhaustion requirement is a centerpiece of the PLRA’s effort to reign in the quantity of prisoner suits. Woodford v. Ngo, — U.S. -, 126 S.Ct. 2378, 2382, 165 L.Ed.2d 368 (2006) (<HOLDING>). Exhaustion is left to the discretion of Options: A. holding that 1997ea requires proper exhaustion B. holding that exhaustion under 1997ea must occur prior to commencement of the action C. holding that proper exhaustion of administrative remedies is necessary under section 1997ea D. holding that proper exhaustion under 1997ea is mandatory and requires adherence to administrative procedural rules E. holding that proper exhaustion under 42 usc 1997ea is mandatory and requires adherence to administrative procedural rules

assistant: The best answer is C. holding that proper exhaustion of administrative remedies is necessary under section 1997ea