flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: performing discretionary functions ‘from liability for civil damages insofar as their conduct does not violate clearly established statutory or constitutional rights of which a reasonable person would have known.’ ” Zellner v. Summerlin, 494 F.3d 344, 367 (2d Cir.2007) (quoting Harlow v. Fitzgerald, 457 U.S. 800, 818, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982)). The United States, by contrast, may not assert qualified immunity as a defense to plaintiffs’ FTCA claim. See Castro, 34 F.3d at 111 (“In a suit against the United States under the FTCA ... qualified immunity will not immunize the United States from liability .... ” (citing Rivera v. United States, 928 F.2d 592, 608-09 (2d Cir.1991))); Li v. Aponte, No. 05 Civ. 6237(NRB), 2008 WL 4308127, at *7 n. 42 (S.D.N.Y. Sept.16, 2008) (<HOLDING>). II. Analysis A. Were Plaintiffs Arrested? Options: A. holding qualified immunity defense unavailable to the united states in ftca action B. holding that where defendant claiming qualified immunity relies on facts that are in dispute qualified immunity cannot be granted C. holding that defendants are not entitled to qualified immunity D. holding qualified immunity unavailable because there was no government interest to balance E. holding that sovereign immunity does not bar extinguishment of united states junior lien in proceeding in which united states was not a party

assistant: The best answer is A. holding qualified immunity defense unavailable to the united states in ftca action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each Subsidiary to, comply with and maintain its property (including the Core Assets) in compliance with all Requirements of Law (including Environmental Laws), and obtain, maintain, comply with any permits, licenses or other approvals required pursuant thereto, including any applicable to it or its property (including the Core Assets), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee agrees that Employee will keep the terms, amount, and fact of this Agreement completely confidential, and that Employee will not hereafter disclose any information concerning this Agreement to anyone; provided, however, that Employee may make such disclosure to Employee’s immediate family and to Employee’s professional representatives (e.g., attorneys, accountants, auditors, and tax preparers) all of whom will be informed of and agree to be bound by this confidentiality clause.

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: Executive acknowledges that this Agreement provides Executive with rights and privileges to which Executive would not otherwise be entitled in the absence of the execution of a waiver and release, and, in exchange for the same, Executive agrees to take action to timely execute a full and complete release of claims against the Company, its affiliates, officers and directors in the form attached hereto as Exhibit B (the “ Release ”). Notwithstanding any provision herein to the contrary, if Executive has not delivered to the Company an irrevocable Release and resignation notice(s) for each applicable affiliate and subsidiary of the Company for which the Executive serves as an officer or director executed by or on behalf of Executive on or before the sixtieth (60th) day after the Termination Date, or if the Release is subsequently revoked, Executive shall have no rights to the payments and benefits specified in Sections 2(b), 2(c), 3, 4(a), 4(b), 5, 7, and 8 hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See State v. Sarracino, 1998-NMSC-022, ¶20, 125 N.M. 511, 964 P.2d 72 (“We review the admission of evidence under an abuse of discretion standard and will not reverse in the absence of a clear abuse.”). {19} At the outset, we note that the district court’s ruling applies only to the statements made during the SANE examination. We need not and do not address the admissibility of any of Victim’s statements made at the initial consultation at the pediatric center. 1. Our Holding in Ortega {20} In Ortega, we considered whether an unavailable victim’s statements to a SANE nurse about the details of the criminal offenses offered by the state under Rule 11-803(D), were precluded by the Confrontation Clause and Crawford v. Washington, 541 U.S. 36, 54, 124 S.Ct. 1354, 158 L.Ed.2d 177 (2004) (<HOLDING>). In contrast, unlike the situation in Ortega, Options: A. holding that the admission of testimonial statements against a defendant is unconstitutional when the declarant does not appear at trial unless the declarant is unavailable and the defendant had a prior opportunity for crossexamination B. holding that when declarant is unavailable outofcourt statements that are testimonial are inadmissible even if they meet an exception to the hearsay rules C. holding that testimonial evidence is admissible only if the declarant is unavailable and the defendant had a prior opportunity to crossexamine the declarant D. holding that outofcourt statements by witnesses that are testimonial in nature are barred under the confrontation clause unless witnesses are unavailable and the defendant had a prior opportunity to crossexamine them E. holding that testimonial statements are subject to the requirements of the confrontation clause even if they are otherwise admissible under the hearsay exception for excited utterances

assistant: The best answer is B. holding that when declarant is unavailable outofcourt statements that are testimonial are inadmissible even if they meet an exception to the hearsay rules
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: work.” Entertainment Research Group, 853 F.Supp. at 323. We agree with the district court that any artistic differences in the costumes are merely trivial. ERG alleges that Mr. Breed’s declaration demonstrates that ERG contributed much that is “recognizably its own” to the costumes since Mr. Breed had to make a number of creative decisions to enable the costumes to be manufactured successfully and since Mr. Breed was guided by his “artistic impression.” The problem with ERG’s argument, however, is that originality is not present solely because Mr. Breed placed a lot of thought and effort into figuring out how to transform the two-dimensional copyrighted characters into three-dimensional inflatable costumes. See, e.g., Feist, 499 U.S. at 352-56, 111 S.Ct. at 1291-9 97 (N.D.Ill.1984) (<HOLDING>). ERG also argues that a material issue of fact Options: A. holding that the plaintiff had failed to establish procedural unconscionability since he had a reasonable opportunity to consider the agreement and the arbitration clause was clearly set forth in the contract B. holding that plaintiff had not stated an equal protection claim where plaintiff had not alleged that the defendant treated him differently from anyone else who both had problems with alcohol and had been arrested C. holding that the plaintiff had a right of privacy in the contents of a settlement agreement that stated that the plaintiff had sued his employer for failing to hire him because he was a single gay male and because his employer suspected that he had aids D. holding that the plaintiff moldmaker had not added any artistic effort since he had simply converted a twodimensional design to a threedimensional object E. holding that petitioner was entitled to cat relief where he had been tortured in the past for speaking out about war country conditions had deteriorated since he fled army had continued to look for him and had engaged in reprisals against his family

assistant: The best answer is D. holding that the plaintiff moldmaker had not added any artistic effort since he had simply converted a twodimensional design to a threedimensional object
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 be binding upon and inure to the benefit of the Company and the Investor and their respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other Person.

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: vapors from reaching the surface and harming nearby homeowners. The Court finds that both cases are inapposite to the case sub judice. In Lueke and Baker, the basis of the plaintiffs’ interference with use claims were the health risks posed by contamination, and such interference was' actually remediated by filtration. In contrast, in this case, while the GAC remedi-ates the harm C8 poses to human health, it does not undo the other harms C8 poses to the Plaintiff, which are outlined supra and include interference with expansion projects, with revenues from water sales, etc. Additionally, Plaintiff argues that under Banford, it can recover for annoyance damages without having to show physical discomfort, since it has shown interference with use. 126 Ohio St.3d at 215, 932 N.E.2d 313 (<HOLDING>). This Court finds that Plaintiff misinterprets Options: A. holding that claimants may be entitled to damages for loss of use and enjoyment in addition to returned rents and profits B. holding award that included damages for loss of enjoyment of life not excessive C. holding plaintiff could not recover on nuisance action to recover for alleged damage to property he does not own or rent D. holding that loss of quiet enjoyment is not a sufficient plus E. holding plaintiff may recover for annoyance and discomfort for a nuisance including fear and other emotions without a physical component if the annoyance or discomfort are connected to the persons loss of use or enjoyment

assistant: The best answer is E. holding plaintiff may recover for annoyance and discomfort for a nuisance including fear and other emotions without a physical component if the annoyance or discomfort are connected to the persons loss of use or enjoyment
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 will not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under the Program Agreements, (b) in the ordinary course of Seller’s business and (c) upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of the Limited Partner’s services hereunder shall commence as of the Admission Date and continue through December 31, 2020 (the “ Scheduled Expiration of the Term ”) or such earlier date as the Limited Partner ceases to be an Active Individual LP (the “ Term ”). If the Partnership and the Limited Partner mutually wish to extend the Term, the parties agree to use reasonable efforts to begin negotiation of mutually agreeable terms at least three months prior to expiration of the Term; provided that no party is under any obligation to do so and either party may decline to extend the Term for any reason or for no reason. Any non-extension of the Term shall be treated as a Withdrawal effective as of the last day of the Term for all purposes of this Agreement.

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: lent for a statutorily-approved purpose. Reliable Consultants, Inc. v. Earle, 517 F.3d 738, 741 (5th Cir.2008). The Fifth Circuit determined that the statute impermissibly burdened the individual’s substantive due process right to engage in private intimate conduct of his or her choosing because an individual is unable to legally purchase a device in Texas. Id. The opinion does not include in its analysis any of the Supreme Court cases holding that the constitutionally-protected right to possess obscene material in the privacy of one’s home does not give rise to a correlative right to receive the materials or to sell or give it to others. We decline to follow Reliable Consultants because we do not read Lawrence as overruling this line of authority. See Ex parte Dave, 220 S.W.3d at 159 (<HOLDING>). Further, we find that Lawrence is Options: A. holding that citizens united did not implicitly overrule beaumont B. holding that lawrence did not overrule paris adult theatre i v slaton in which the united states supreme court upheld a georgia statute virtually identical to the texas obscenity statute C. holding that the commandant of the united states disciplinary barracks and the united states are identical parties D. holding transfer statute constitutional and noting that revised statute gave greater guidance to trial courts in determining whether juvenile should be tried in adult court than statute upheld in doyal E. holding that the title of the statute did not limit the reach of the statute

assistant: The best answer is B. holding that lawrence did not overrule paris adult theatre i v slaton in which the united states supreme court upheld a georgia statute virtually identical to the texas obscenity statute
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 parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be taxable currently to the Executive under Section 409A(a)(1)(A) of the Code and related Department of Treasury guidance, the Company and the Executive shall cooperate in good faith to (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as mutually determined to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes thereunder; provided , however , that this Section 2(a) does not create an obligation on the part of the Company to modify this Agreement in a manner that would alter the economic agreement intended by the parties and does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on the Executive as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

assistant: General
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: they were equally available to the IRS at the time it took its position based on Baker’s report. (3) Based on the foregoing, it is clear that, before the IRS issued the notices of deficiency, the estates had provided enough information to the IRS to alert it to the fact that the in-kind partition described in the Baker report was not viable, and that his estimate of the costs of a hypothetical partition in kind was speculative and unsupported. The IRS has a duty to examine the information provided by taxpayers and to make some effort to substantiate a demand for payment of additional taxes in a notice of deficiency. See Estate of Johnson v. Commissioner of Internal Revenue, 985 F.2d 1315, 1319 (5th Cir.1993); Portillo v. Commissioner of Internal Revenue, 988 F.2d 27, 29 (5th Cir.1993) (<HOLDING>); Lennox, 998 F.2d at 248 (IRS’s suspicion Options: A. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint B. holding that tax court abused its discretion in denying costs where notice of deficiency lacked any ligaments of fact and was issued on the basis of an unsubstantiated and unreliable 1099 form C. holding that bia abused its discretion in denying motion to reopen D. holding district court abused its discretion in admitting state court findings of fact E. holding that a second deficiency notice issued for a taxable year was valid where it determined a deficiency in a different type of tax than did the earlier deficiency notice

assistant: The best answer is B. holding that tax court abused its discretion in denying costs where notice of deficiency lacked any ligaments of fact and was issued on the basis of an unsubstantiated and unreliable 1099 form
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all material taxes required to have been paid by it, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) for which adequate reserves (in accordance with GAAP) have been accrued or (b) the failure to make such filing or payment could not reasonably be expected to have a Materially 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 legal provision and list the applicable contract clause categories. Provision: The titles and subtitles used in this Warrant Agreement are used for convenience only and are not to be considered in construing or interpreting this Warrant Agreement. Unless otherwise stated, references to Sections and Annexes are to the Sections and Annexes of this Warrant Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was inconsistent and incomplete. While some of the discrepancies in petitioner’s testimony appear relatively minor, we afford “ ‘particular deference’ ” in applying the substantial evidence standard when a factual challenge pertains to a credibility finding made by an IJ and adopted by the BIA. Zhou Yun Zhang v. United States, 386 F.3d 66, 73 (2d Cir.2004) (quoting Montero v. INS, 124 F.3d 381, 386 (2d Cir.1997)). At the very least, petitioner’s testimony, coupled with petitioner’s wife’s rebuttal affidavit, did not establish the type of consistent, complete, and plausible explanation necessary for overcoming the IJ’s finding with regard to the fabricated documents — a finding that, as discussed above, is supported by substantial evidence. See In re O-D-, 211. & N. Dec. at 1084 (<HOLDING>). Finally, Petitioner asserts (as he did before Options: A. holding that it is the appellants burden to present a record to overcome the presumption of correctness of the trial courts findings B. holding that it is the duty of the appellant to overcome the presumption of the correctness of the trial courts judgment by demonstrating some reversible error C. holding that the remaining inconsistent record presented by the respondent is insufficient to overcome the pall cast on the respondents credibility by virtue of his submission of the counterfeit document D. holding that where there is thrust upon the government either by virtue of the defense raised by the defendant or by virtue of the elements of the crime charged the affirmative duty to prove that the underlying prohibited act was done with a specific criminal intent other acts evidence may be introduced under rule 404b E. holding evidence insufficient to overcome presumption of correctness

assistant: The best answer is C. holding that the remaining inconsistent record presented by the respondent is insufficient to overcome the pall cast on the respondents credibility by virtue of his submission of the counterfeit document
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable in any respect, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions are within such Loan Party ’ s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person ’ s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than under the Loan Documents), or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i) or violation referred to in clause (c), to the extent that such conflict, breach, contravention, payment or violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: were driven by ‘[p]rice in an all-inclusive sense, which starts with the freight rate.’ ” (Doc. S-l at 56). No effort was made to differentiate or promote any aspect of Trailer Bridge’s products or services. Instead, the statement provided a brief explanation of the factors affecting price in the entire Puerto Rican cabotage market. Cf American Simmental Ass’n v. Coregis Ins. Co., 282 F.3d 582, 587 (8th Cir.2002) (“The plain and ordinary meaning of ‘advertising idea’ generally encompasses an idea for calling public attention to a product or business, especially by proclaiming desirable qualities so as to increase sales or patronage.” (internal quotation marks omitted)); Proxima Corp. v. Federal Ins. Co., 26 F.3d 132, 1994 WL 245671 at *1 (9th Cir.1994) (unpublished table decision) (<HOLDING>). Regardless of whether the statement lulled Options: A. holding statements of product superiority and that product was industry approved were puffery B. holding that a contract for an exclusive agency to market a product contains an implied promise to use all reasonable efforts to market the product C. holding that the essential wrong of trademark infringement the appropriation of the good will of anothers established mark may be effectively accomplished by advertising matter associating that others distinguishing mark with the product of defendant D. holding that the shape of a product was not an advertising idea because there was no allegation in the complaint that the design itself was a trademark or was intended to distinguish the product from others that might enter the market citation omitted E. holding that a cause of action on the theory of strict liability may be properly pled by alleging 1 the manufacturers relationship to the product in question 2 the unreasonably dangerous condition of the product and 3 the existence of a proximate causal connection between the condition of the product and the plaintiffs injury

assistant: The best answer is D. holding that the shape of a product was not an advertising idea because there was no allegation in the complaint that the design itself was a trademark or was intended to distinguish the product from others that might enter the market citation omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: by signing up or otherwise using the spotify service , websites , and software applications ( together , the `` spotify service '' or `` service '' ) , or accessing any content or material that is made available by spotify through the service ( the `` content '' ) you are entering into a binding contract with the spotify entity indicated at the bottom of this document .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: blizzard entertainment may , in its sole and absolute discretion , offer certain users the opportunity to move characters from a heavily populated `` character migration '' server to a server designated by blizzard entertainment as a `` target server . ''

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as would not reasonably be expected to have a Material Adverse Change, to the knowledge of such Loan Party, each Loan Party and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, and such use does not conflict with, misappropriate, infringe on or violate, in any material respect, the intellectual property rights of others. All registrations of Intellectual Property owned by a Loan Party and set forth on Schedule 4.13 are and, to the Loan Parties’ knowledge, all Intellectual Property exclusively licensed to a Loan Party on the Closing Date, are valid, enforceable, subsisting and unexpired and have not been abandoned, except for such instances that individually or in the aggregate could not reasonably be expected to have a Material Adverse Change. There is no pending or, to the knowledge of any Senior Officer of Borrowers, threatened (in writing) pending Intellectual Property Claim that has been received by, or filed against, a Borrower in within the last three years with respect to any Loan Party, any Subsidiary or any of their Property (including any Intellectual Property) which could reasonably be expected to have a Material Adverse Change. There is no holding or judgment that has been rendered on or after the date that is five years prior to the Closing Date by any Governmental Authority or arbitrator in the United States or outside the United States which would limit or cancel the validity or enforceability of any Intellectual Property owned by a Loan Party, or to such Loan Party’s knowledge, any Intellectual Property licensed to a Loan Party which could reasonably be expected to have a Material Adverse Change. To the knowledge of Loan Parties, there are no any unauthorized infringing uses of any item of Intellectual Property owned by any Loan Party that could reasonably be expected to (i) lead to such item becoming invalid or unenforceable and (ii) have a Material Adverse Change. As of the Closing Date, no Loan Party or Subsidiary pays or owes, pursuant to a License, any material royalty or other material compensation to any Person with respect to any Intellectual Property. All Registered Intellectual Property owned by any Loan Party or Subsidiary as of the Closing Date is shown on Schedule 4.13 .

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: Except for this Agreement, the Schedules to this Agreement, and information previously disclosed to the Investors in connection with or pursuant to the Credit Agreements or the Aurora Agreements, the Company confirms that neither it nor any officers, directors or Affiliates, has provided any of the Investors or their agents or counsel with any information that constitutes or might constitute Non-Public Information. The Company understands and confirms that each of the Investors will rely on the foregoing representations in effecting purchases and sales of securities of the Company. All disclosure provided by the Company to the Investors regarding the Company, its business and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on the behalf of the Company are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the Company’s knowledge, except for the transactions contemplated by this Agreement, no event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed. The Company acknowledges and agrees that no Investor makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in the Transaction Documents.

assistant: Disclosures
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 agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he is or was a director, officer or employee of the Company or any subsidiary or affiliate thereof, or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including, in each case, service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or by-laws or resolutions of the Board or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, officer, member, employee or agent of the Company or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. If Executive serves as a director, officer, member, partner, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise (including, in each case, service with respect to employee benefit plans) which is a subsidiary or affiliate of the Company, it shall be presumed for purposes of this Section 5(d) that Executive serves or served in such capacity at the request of the Company. The Company shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within thirty (30) days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The Company agrees to continue and maintain a directors’ and officers’ liability insurance policy covering Executive to the extent the Company provides such coverage for its other executive officers or directors.

assistant: Indemnifications
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: L.Ed.2d 532 (2009); Wright v. Van Patten, 552 U.S. 120, 128 S.Ct. 743, 169 L.Ed.2d 583 (2008); Panetti v. Quarterman, 551 U.S. 930, 127 S.Ct. 2842, 168 L.Ed.2d 662 (2007); Fry v. Pliler, 551 U.S. 112, 127 S.Ct. 2321, 168 L.Ed.2d 16 (2007); Uttechtv. Brown, 551 U.S. 1, 127 S.Ct. 2218, 167 L.Ed.2d 1014 (2007); Schriro v. Landrigan, 550 U.S. 465, 127 S.Ct. 1933, 167 L.Ed.2d 836 (2007); Brewer v. Quarterman, 550 U.S. 286, 127 S.Ct. 1706, 167 L.Ed.2d 622 (2007); Abdul-Kabir v. Quarterman, 550 U.S. 233, 127 S.Ct. 1654, 167 L.Ed.2d 585 (2007); Carey v. Musladin, 549 U.S. 70, 127 S.Ct. 649, 166 L.Ed.2d 482 (2006); Rice v. Colli uding that the Sixth Circuit erred because the state court’s application of Strickland was not unreasonable under AED-PA); Middleton, 541 U.S. at 437-38, 124 S.Ct. 1830 (<HOLDING>); Mitchell, 540 U.S. at 13, 124 S.Ct. 7 Options: A. holding that a jury is presumed to follow the trial courts instructions B. holding that the ninth circuit erred because the state appellate courts conclusion that one incorrect statement in jury instructions did not render the instructions likely to mislead the jury was not unreasonable C. holding that if jury instructions viewed as a whole fairly state the applicable law to the jury the failure to give particular instructions will not be error D. holding that the sixth circuit erred in finding that the state courts jury instructions were contrary to clearly established federal law E. holding that although the instruction at issue could have been worded more specifically the jury instructions as a whole did not mislead the jury as to the law

assistant: The best answer is B. holding that the ninth circuit erred because the state appellate courts conclusion that one incorrect statement in jury instructions did not render the instructions likely to mislead the jury was not unreasonable
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: worked the night of the murders were no longer available for these investigators to review. Moreover, coworkers could not recall whether Overton worked that night. Multiple managers at Amoco at the time testified that they could not remember whether Overton worked the late shift that night, which covered from 11 p.m. to 7 a.m. A non-manager who normally worked the morning shift testified that she could not remember whether Overton worked that night. Defense counsel “considered an alibi defense, but ... were unable to come up with specific witnesses.” Additionally, Overton has not established that this evidence would have illustrated that Overton worked that night even if these witnesses had memory or if timecards had been available. See Pardo v. State, 941 So.2d 1057, 1065 (Fla.2006) (<HOLDING>); Lott v. State, 931 So.2d 807, 815 (Fla.2006) Options: A. holding that alibi instruction was properly denied because even if defendant had presented evidence of an alibi it would not have rebutted the governments evidence concerning conspiracy because presence need not be shown to prove conspiracy B. holding that the claim with regard to the failure to present an alibi was insufficiently pled because the motion did not describe how the alibi witness would have supported the alibi with exculpatory evidence citing jacobs v state 880 so2d 548 fla2004 C. holding that there was not deficient performance with regard to the failure to investigate the alibi defense claim because the available testimony provided at best an incomplete alibi as the testimony still allowed for a two to threehour window for the defendant to commit the murder D. holding that the ineffective assistance of counsel claim for counsels failure to present the preindictment delay issue was without merit because there was no actual prejudice to the supposed alibi defense as the now unavailable witnesses would not have provided the defendant with an alibi for the time when the murder could have occurred E. holding that the failure to interview and present alibi witnesses who would have supported the defendants version of events was prejudicial

assistant: The best answer is B. holding that the claim with regard to the failure to present an alibi was insufficiently pled because the motion did not describe how the alibi witness would have supported the alibi with exculpatory evidence citing jacobs v state 880 so2d 548 fla2004
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 power in many situations, including those involving enforcement of a trust, to fashion legal remedies “which would otherwise be beyond the scope of its authority.” See Mertens, 508 U.S. at 256, 113 S.Ct. 2063 (quoting 1 J. Pomeroy, Equity Jurisprudence § 181, p. 257 (5th ed.1941)) (internal quotation marks omitted). Rather, the phrase was intended to limit the scope of such relief to the forms of equitable relief “typically available in equity (such as injunction, mandamus, and restitution, but not compensatory damages).” Id. (emphasis in original). Even restitution is not always available under § 502(a)(3). In Great-West Life & Annuity Insurance Co. v. Knudson, the Court drew a distinction between legal restitution and equitable restitution. See Greatr-West, 122 S.Ct. at 715, 719 (<HOLDING>). The Court reasoned, “for restitution to lie Options: A. holding apprendi inapplicable to restitution orders because restitution for harm done is a classic civil remedy B. holding that downward departure based on defendants restitution was improper because restitution is taken into consideration in assessing whether acceptance of responsibility adjustment should apply and district court abused its discretion in finding defendants restitution was extraordinary C. holding that equitable restitution is available but that legal restitution is not D. holding no restitution hearing is mandated when defendant did not object to order of restitution or request a hearing E. holding that where the government has not presented evidence at the hearing concerning the appropriate amount of restitution the imposition of the restitution order constitutes plain error

assistant: The best answer is C. holding that equitable restitution is available but that legal restitution is not
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: payment to a patron as if the bet had been won. As previously indicated, the Act requires the Commission to “conduct all hearings pertaining to civil violations of’ the Act, N.J.S.A. 5:12-63b, and to receive “complaints from the public relating to the conduct of gaming.” N.J.S.A. 5:12-63f. The Commission’s use of the Patron Complaint Report, and the Com mission’s response to plaintiffs complaints demonstrate that the Commission is aware of its responsibility in this regard and is fulfilling it. Although the Commission did not afford plaintiff a trial-type hearing regarding his complaint, it may be that plaintiff was not entitled to one considering the nature and circumstances of his allegations. See Bally Mfg. Corp. v. N.J. Casino Control Comm’n, 85 N.J. 325, 333, 426 A.2d 1000 (1981) (<HOLDING>). Moreover, in the event of a factual dispute Options: A. holding that evidentiary hearing not necessary where proposed administrative action is based on undisputed material facts B. holding that no evidentiary hearing is necessary on an ineffective assistance claim where the evidence petitioner sought to introduce would not affect resolution of the issue C. holding that the defendant was entitled to a pretrial evidentiary hearing on his claim of immunity based on selfdefense D. holding that an evidentiary hearing was not required on a postconviction motion because the movant did not allege facts sufficient to establish each of the necessary elements of a claim of ineffective assistance of counsel based on an allegation of failure to investigate and call witnesses E. holding that an evidentiary hearing is necessary only if the party requesting the hearing raises a significant disputed factual issue

assistant: The best answer is A. holding that evidentiary hearing not necessary where proposed administrative action is based on undisputed material facts
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 same reasons set forth in the District Court’s opinion, we reject Bailey-El’s contention that personal jurisdiction exists with respect to the USP Lee defendants. As the District Court correctly noted, there is no provision for nationwide sendee of process under 28 U.S.C. § 1915(d) and none of the USP Lee defendants has sufficient “minimum contacts” with New Jersey to confer personal jurisdiction. The District Court for the District of Columbia dismissed Bailey-El’s complaint against Harrell Watts, the National Inmate Appeals Administrator for the BOP, holding that Watts enjoyed quasi-judicial immunity. Bailey-El argues that the Dis trict Court should have conducted a qualified immunity analysis under Cleavinger v. Saxner, 474 U.S. 193, 206-07, 106 S.Ct. 496, 88 L.Ed.2d 507 (1985) (<HOLDING>). We need not decide whether the doctrine of Options: A. holding that prison disciplinary hearing committee members are entitled to qualified immunity B. holding that even if the prison disciplinary committee failed to follow a state administrative regulation requiring the committee to convene within eight calendar days after commission of prison offense or its discovery the noncompliance did not of itself violate due process C. holding that defendants are not entitled to qualified immunity D. holding that a prison disciplinary committee violated inmates rights to procedural due process by refusing to call their witnesses even though the disciplinary hearing took place in the aftermath of a riot and the resulting disciplinary caseload was ex tremely heavy E. holding that prison guards who are employees of a private prison management firm are not entitled to a qualified immunity from suit brought by prisoners under 1983

assistant: The best answer is A. holding that prison disciplinary hearing committee members are entitled to qualified immunity