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: The Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as the Executive Vice President and Chief Credit Officer of the Bank upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with his positions as are set forth in the Bank’s Bylaws or assigned by the Bank’s Board of Directors (the “Board”) from time to time. The Executive shall report to the Board and shall devote his full business time, attention, skill and efforts to the performance of his duties hereunder, except during periods of illness or periods of vacation and leaves of absence consistent with Employer policy. Further, the Executive’s service on the boards of directors (or similar body) of other business or charitable entities is subject to the prior approval of the Board. The Employer shall have the right to require the Executive to resign from any board or similar body on which the Executive may then serve if the Board determines that such activity (i) interferes with the effective discharge of the Executive’s duties and responsibilities to the Employer or that any business related to such service is then in competition with any business of the Bank, its successors or assigns or (ii) could adversely affect the reputation of the Bank.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The RSUs subject to the RSU Award shall vest in accordance with the Vesting Schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Participant will have no right to any distribution with respect to such RSUs. In the event of Participant’s Termination of Service prior to the vesting of all of the RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company.

assistant: Vesting
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: you understand that , just like a regular mobile phone service , anyone with knowledge of your phone number may call you or send you messages through our services and anyone you send a message to can use the content of your message as they desire .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The effective date of this Agreement (the “ Effective Date ”) shall be the date that the Executive commences employment with the Company. The Effective Date shall be January 1, 2016 or such earlier date that the parties can agree to.

assistant: Effective Dates
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: judicial forum for disputes : except as otherwise required by applicable law , in the event that the agreement to arbitrate is found not to apply to you or your claim , you and fitbit agree that any judicial proceeding ( other than small claims actions ) will be brought in the federal or state courts of san francisco county , california .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that a nonspeculative reduction in the attorney’s income would result from the implementation of a new Social Security regulation. In each of these cases it would be anomalous for the attorney to be able to bring suit to challenge the statute or regulation, instead of a person protected by the constitutional provision or law asserted as the basis for the challenge — the injured worker, the medical malpractice plaintiff, or the Social Security claimant. Of course it may be harder for such a person to bring suit than for a lawyer to bring suit, since lawyers are often better off than their potential clients, and they are after all lawyers. But it still can’t be that lawyers would generally have standing in such situations. See Alexander v. Whitman, 114 F.3d 1392, 1408-09 (3d Cir.1997) (<HOLDING>) Cf. Lambert v. Turner, 525 F.2d 1101, 1102-03 Options: A. holding that plaintiffs lacked standing to sue B. holding that attorney and law firm lacked prudential standing to challenge a state statute which provided that a wrongful death action could only be brought on behalf of a fetus if the fetus was born alive and noting that we can not help but wonder how the lawyer and law firm plaintiffs can seriously challenge the district courts ruling as to their lack of standing C. holding that the lack of shareholder standing under texas law does not implicate constitutional standing D. holding that a litigant has standing to challenge the constitutionality of a statute if the law is unconstitutional as applied to that particular litigant E. holding attorney lacked standing to challenge amount of attorney fees awarded plaintiffs not parties to the appeal

assistant: The best answer is B. holding that attorney and law firm lacked prudential standing to challenge a state statute which provided that a wrongful death action could only be brought on behalf of a fetus if the fetus was born alive and noting that we can not help but wonder how the lawyer and law firm plaintiffs can seriously challenge the district courts ruling as to their lack of standing
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: when we make a delivery , we may at our sole discretion charge you a payment processing fee ( `` delivery fee '' ) which will be notified to you before you complete your order .

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 expressly set forth herein, all terms and conditions set forth in the Operating Agreement shall remain in full force and effect pursuant to their terms. In the event of any conflict between the terms of this First Amendment and the terms of the Operating Agreement, the terms of this First Amendment shall prevail.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Licensee will defend, indemnify, and hold Licensor harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to this Agreement or any Purchase Contract, or any activities of Licensee concerning the Licensed Products or Gevo Biocatalysts, including, but not limited to, (a) Licensee’s breach of this Agreement, (b) Licensee’s violation of any applicable Laws, or otherwise engaging in unethical business practices, in the course of manufacturing, offering for sale, selling, or providing the Licensed Products, (c) Licensee engaging in activities with respect to the Licensed Products which damage, tarnish, or prejudice the reputation of Licensor or its licensors, or Licensor’s industry, in Licensor’s sole discretion, (d) Licensee’s failure to implement or comply with security procedures to protect the Confidential Information included in Licensed Know-How, Licensed Patents, or Gevo Biocatalysts, (e) claims by Customers, or (e) Licensee’s use, storage or disposal of Gevo Biocatalysts. Licensor will notify Licensee promptly of any claim for which Licensor believes it is entitled to indemnification under this Section and which Licensor desires Licensee to defend. However, Licensor’s failure to provide such notice or delay in providing such notice will relieve Licensee of its obligations under this Section only if and to the extent that such delay or failure materially prejudices Licensee’s ability to defend such claim. Licensor will have the right to participate in the defense of such claim with its own counsel and at its own expense. Licensor will cooperate with Licensee, at Licensee’s reasonable request and at Licensee’s expense, in the defense of such claim. No settlement of a claim will be binding on Licensor without Licensor’s prior written consent.

assistant: Indemnity
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 Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Guaranty. Delivery of an executed counterpart of a signature page of this Guaranty by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Guaranty.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: James Financial Services, Inc., 2013 WL 489088 at *3, n. 2 (M.D.Fla. Feb. 8, 2013) (recognizing existence of fraudulent concealment tolling doctrine but finding that plaintiff did not properly allege all elements). The Florida Supreme Court previously held that the fraudulent concealment doctrine no longer existed, and that the only viable tolling doctrines were enumerated in Fla. Stat. § 95.051; however the court subsequently withdrew that opinion. See Fulton County Admin. v. Sullivan, 1997 WL 589312 (Fla. Sept. 25, 1997), withdrawn and superseded by 753 So.2d 549 (Fla.1999). As such, there is no definitive law on this subject in Florida, and this Court will not create new law and hold that the doctrine does not apply. Cf. Major League Baseball v. Morsani, 790 So.2d 1071 (Fla.2001) (<HOLDING>). 11 . Both Weaver and Beacon also mention in Options: A. holding that the courts statute of limitations is jurisdictional in nature and is thus not subject to waiver or estoppel B. holding that employer was estopped to assert a statute of limitations defense where the insurer had arranged to have the claimant examined by one of its physicians after the statute of limitations had run C. holding that defendants may be estopped from raising defense of statute of limitations even though equitable estoppel is not listed in fla stat 95051 D. holding nursing home estopped from raising statute of limitations defense when it stipulated to sixtyday extension of presuit screening period E. holding that equitable estoppel may bar a partys assertion of a statute of limitations

assistant: The best answer is C. holding that defendants may be estopped from raising defense of statute of limitations even though equitable estoppel is not listed in fla stat 95051
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: Substantially similar to the Operative Documents with respect to the Term Loan Facility Waiver of Jury Trial and Punitive and Consequential Damages: Substantially similar to the Operative Documents with respect to the Term Loan Facility Counsel for the Bridge Arrangers and the Bridge Agents: Cravath, Swaine & Moore LLP.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized common stock of the Company consists of 150,000,000 authorized shares of Class A Common Stock, $0.001 par value per share, of which 66,145,695 shares are issued and outstanding; and 377,817 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .

assistant: Capitalization
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: quotation marks omitted) (quoting Poelstra v. Basin Elec. Power Coop., 545 N.W.2d 823, 825 (S.D.1996)). “As a general rule, the possessor of land owes an invitee or business visitor the duty of exercising reasonable or ordinary care for the benefit of the invitee’s safety, and the possessor is liable for the breach of such duty,” W. at 501 (internal quotation marks omitted) (quoting Mitchell v. Ankney, 396 N.W.2d 312, 313 (S.D.1986)). “A business invitee is a business visitor who is invited to enter or remain on land for a purpose directly or indirectly connected with business dealings with the possessor of land.” Id. (internal quotation marks and citations omitted). Ms. Larmon qualifies as a business invitee in this case. See Small v. McKennan Hosp., 437 N.W.2d 194, 199 (S.D.1989) (<HOLDING>). A possessor of land in South Dakota “owes a Options: A. holding that an employee qualified as a business visitor which the janis court subsequently defined as a business invitee B. holding that monitoring telephone calls is in the ordinary course of business where the employer has reason to suspect an employee of disclosing confidential information to business competitor C. recognizing duty of care owed by business invitor to invitee D. holding that the innkeeperguest special relationship simply is not applicable to the potential duty of care owed to a business invitee E. recognizing that pursuant to the business judgment rule the decisions of business professionals on the board of directors should be presumed valid

assistant: The best answer is A. holding that an employee qualified as a business visitor which the janis court subsequently defined as a business invitee
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a visa to “any person who is or has been a member of, or participated in, any movement which is or has been hostile to the United States or the form of government of the United States.” (emphasis added). This language does not condition such participation or membership on whether the person was a volunteer or a conscript. Other courts that addressed the issue have reached the same conclusion. See United States v. Negele, No. 4:97CV01810, slip op. at 59 (E.D.Mo. July 20, 1999) (“The [DPA] made no distinction between voluntary or involuntary membership in a hostile movement. Any membership or participation in any such hostile movement was a cause for mandatory disqualification.”); United States v. Schiffer, 831 F.Supp. 1166, 1182 (E.D.Pa.1993), aff'd, 31 F.3d 1175 (3d Cir.1994) (table) (<HOLDING>) (emphasis added). State Department and DPC Options: A. holding that the defendant was precluded from asserting error where the defendant had used all of his peremptory challenges and did not ask for more B. holding that the plaintiffs acted on behalf of all union members and reimbursing the attorneys fees from the union treasury such that all union members in effect equally contributed to the costs of litigation C. holding that the plaintiff was precluded from raising the issue for the first time on appeal D. holding that prior to 1951 all members of the waffen ss were precluded from receiving visas E. holding defendants were precluded from challenging the validity of jury verdict forms for failure to have complained at trial

assistant: The best answer is D. holding that prior to 1951 all members of the waffen ss were precluded from receiving visas
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: 522 (noting that “a governmental entity would not, in settling a suit for which immunity has been waived, undertake an obligation that exposes it to liability much greater or different than that which it faced from the original claim.”). The trial court therefore properly granted Patterson’s plea to the jurisdiction on the Porrettos’ claim for breach of contract against him. The Local Government Code Relying on Missouri Pacific Railroad v. Brownsville Navigation District, the Porrettos contend that the Legislature generally has waived sovereign immunity for claims against park boards under section 306.041(a) of the Local Government Code, which provides that a park board “may sue and be sued in its own name.” Missouri Pac. R.R. v. Brownsville Navig. Dist, 458 S.W.2d 812, 813 (Tex.1970) (<HOLDING>). After the Porrettos filed their brief in this Options: A. holding that legislative consent to suit must be by clear and unambiguous language in either a statute or by other express legislative permission B. holding that if statutory language is plain and unambiguous this court will not look beyond the same to divine legislative intent C. recognizing the same rule in texas courts D. holding that the contract language the courts of texas usa shall have jurisdiction precluded federal jurisdiction by explaining that flederal district courts may be in texas but they are not of texas emphasis in original E. holding that such statutory language is quite plain and gives general legislative consent for a district to be sued in the courts of texas in the same manner as other defendants

assistant: The best answer is E. holding that such statutory language is quite plain and gives general legislative consent for a district to be sued in the courts of texas in the same manner as other defendants
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No failure by any Lender or by the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

assistant: Enforcements
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 Issuer and each Subsidiary shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to result in a material adverse effect (i) in the condition (financial or otherwise), or in the earnings of the Issuer, whether or not arising in the ordinary course of business, or (ii) on the ability of the Issuer to perform its obligations under this Subordinated Note.

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: (a) Each Limited Partner, upon the request of the General Partner, agrees to perform all further acts and to execute, acknowledge and deliver any documents that may be reasonably necessary to comply with the General Partner’s or the Partnership’s obligations under applicable law or to carry out the provisions of this Agreement.

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: who is under no obligation to buy. Jabri, 145 S.W.3d at 667; Nelson v. Najm, 127 S.W.3d 170, 177 (Tex.App.-Houston [1st Dist.] 2003, pet. denied). Intrinsic va Cameron seemed to express doubt as to the propriety of the jury’s manner of calculating the damages per square foot, in noting that the jury’s figures included the value of the land in evaluating the damages for deficiency in the square footage of the house. 618 S.W.2d at 538 n. 4. Similarly, the price agreed to by the parties in this case for the house also included the land. Matheus received the land as bargained for, along with the house, for the price he paid, but he produced no evidence of the price per square foot for the house, apart from the price for the entire lot and house together. See Leyendecker, 683 S.W.2d at 373 (<HOLDING>). There was no competent evidence to support Options: A. holding that damages were not fixed until a bank actually sold certain property and the deficiency between the price of the house and debt owed was apparent B. holding buyer liable for balance of contract price of accepted goods C. holding buyer not entitled to outofpocket measure of damages based on deficiency in square footage of house absent evidence or finding as to the price paid for missing square footage as distinct from price of entire lot and improvements D. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach E. holding merely that to the extent a breaching party claims that the appropriate measure of damages is the difference between the contract price and the market price it holds the burden of proving that there is in fact an available market for the goods in issue

assistant: The best answer is C. holding buyer not entitled to outofpocket measure of damages based on deficiency in square footage of house absent evidence or finding as to the price paid for missing square footage as distinct from price of entire lot and improvements
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: Unless otherwise provided herein or in the Indenture, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Indenture, as to any Pledgor, addressed to it at the address of Issuer set forth in the Indenture and as to the Collateral Agent, addressed to it at the address set forth in the Indenture, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 10.5 .

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: the rule is to distill to a manageable volume the matters that must be reviewed by a court undertaking to decide whether a genuine issue of fact exists for trial. It is designed to prevent a district court from engaging in the proverbial search for a needle in the haystack." Jones v. United Parcel Service, 461 F.3d 982, 990 (8th Cir.2006) (quoted case omitted; discussing local rule similar to 4.01(E)). Plaintiff’s failure to comply with Local Rule 4.01(E) has complicated the Court’s efforts to determine whether genuine issues of material fact exist. To the extent it has been able to discern the same, the Court will note whenever plaintiff properly disputes a fact and the ground for her dispute. See Huckins v. Hollingsworth, 138 Fed.Appx. 860, 862 (8th Cir.2005) (unpublished per curiam) (<HOLDING>); Northwest Bank & Trust Co. v. First Ill. Options: A. holding that a district court did not abuse its discretion when considering the reactive nature of the federal claim B. holding that district court did not abuse its discretion in striking fact statements that did not comply with the local rules C. holding the district court did not abuse its discretion by applying local rules that excluded some of the material facts offered in opposition to a motion for summary judgment D. holding the district court did not abuse its discretion in applying its own local rules even though those rules prevented it from considering some facts improperly alleged by plaintiffs that might have been relevant to the summary judgment motion E. holding that the district court did not abuse its discretion in its ruling whether to proceed with a declaratory judgment action

assistant: The best answer is D. holding the district court did not abuse its discretion in applying its own local rules even though those rules prevented it from considering some facts improperly alleged by plaintiffs that might have been relevant to the summary judgment motion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower will not (i) use any portion of the proceeds of any Advance or Letter of Credit in violation of Section 2.7 or for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Federal Reserve Board) in any manner which violates the provisions of Regulation T, U or X of the Federal Reserve Board or for any other purpose in violation of any applicable statute or regulation, or of the terms and conditions of this Agreement, or (ii) take, or permit any Person acting on its behalf to take, any action which could reasonably be expected to cause this Agreement or any other Loan Document to violate any regulation of the Federal Reserve Board.

assistant: Use Of Proceeds
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 Participant may elect to receive a distribution commencing upon death or during any of the first five years following the year of death. A Participant may elect to receive a distribution in the form of a lump sum, monthly installments over a period of five (5), ten (10), or fifteen (15) years, or a combination of both a lump sum and installments.

assistant: Death
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 shall have paid to the Administrative Agent and the Lenders (i) the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and pursuant to this Agreement, including, as referred to in Sections 2.19 and Section 2.20, and all reasonable and documented out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’ fees of Milbank, Tweed, Hadley & McCloy LLP) for which invoices have been presented at least one Business Day prior to the Restatement Effective Date and (ii) all “Commitment Fees” accrued under the Existing Credit Agreement (as defined therein) up to but excluding the Restatement Effective Date and any other amounts due and owing to the Lenders or the Administrative Agent by the Borrower under the Existing Credit Agreement.

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: No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or any other Person (including, without limitation, any stockholder, member or creditor of such Grantor), is necessary or required for (i) the grant by such Grantor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement by such Grantor, (ii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC or the granting of control (to the extent required under Section 4(c) hereof) or (iii) the exercise by the Administrative Agent or the Secured Parties of the rights and remedies provided for in this Agreement (including, without limitation, as against any Issuer), except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act, (B) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(c) hereof), (C) such actions as may be required by Laws affecting the offering and sale of securities, (D) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries, (E) consents, authorizations, filings or other actions which have been obtained or made, and (F) as may be required with respect to Vehicles registered under a certificate of title.

assistant: Consents
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: nonresident guarantor merely because the guarantor is a passive investor in the corporation whose debt the guarantor assures.” Id. at 574. Similarly, in Bond Leather Co. v. Q.T. Shoe Mfg. Co., 764 F.2d 928 (1st Cir.1985), a nonresident guarantor guaranteed a loan to his brother’s corporation, Q.T. Q.T. was a Massachusetts corporation engaged in the manufacture of shoes, and it purchased raw leather from Bond, another Massachusetts corporation. The guarantor, a resident of Ohio, had no financial interest in the debtor corporation. Q.T. went bankrupt and Bond filed suit against Q.T. and the guarantor. The court held that the creditor failed “to identify any contract rights created by the guaranty in [the guarantor] which could have been enforced i c., 655 F.Supp. 1122, 1127 (E.D.Pa.1987) (<HOLDING>); Northern Trust Co. v. Randolph C. Dillon, Options: A. holding that a party contracting with a resident of pennsylvania despite not physically signing the contract in pennsylvania was sufficient to determine purposeful availment and vest pennsylvania with jurisdiction given that the party mailed the contract to pennsylvania directed payments to pennsylvania and conducted business with the same pennsylvania company repeatedly B. holding that sufficient minimum contacts exist when nonresident defendant purposefully directed action toward texas C. holding that personal jurisdiction is proper if party has sufficient minimum contacts D. holding that mere ownership of property in north carolina is not sufficient to establish the necessary minimum contacts for purposes of general jurisdiction E. holding that a nonresident defendants contract in this case a guaranty with a pennsylvania business entity alone cannot automatically establish sufficient minimum contacts

assistant: The best answer is E. holding that a nonresident defendants contract in this case a guaranty with a pennsylvania business entity alone cannot automatically establish sufficient minimum contacts
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: serves the goals of punishment” pursuant to the rule in Halper. 490 U.S. at 448, 109 S.Ct. at 1902. The rule in Halper, however, does not apply to the facts of this case. Halper concerned a defendant’s conviction and punishment for making false Medicare claims totalling $585. In a subsequent False Claims Act (FCA) suit, the government sought $130,000 in damages. The Court held that the civil sanction in the FCA action constituted punishment and violated double jeopardy principles because it was not rationally related to the actual loss the government sustained. In this case, because HHS did not assess monetary damages Halper*s analysis contrasting the amount of money damages with the amount the government lost does not apply. See United States v. Reed, 937 F.2d 575, 578 (11th Cir.1991) (<HOLDING>). Nevertheless, as we stated in Reed, Halper is Options: A. holding that termite damage does not fall within the meaning of property damage in the policy because the alleged misrepresentations did not cause the damage the termites did B. holding that halper does not apply when a monetary damage award has not been imposed C. holding that to offset a jurys damage award a separate thirdparty insurance award must cover the same loss which served as the basis for the jury award D. holding damage award immaterial when no liability E. holding that property damage occurred when homeowners noticed damage not when house was improperly constructed

assistant: The best answer is B. holding that halper does not apply when a monetary damage award has not been imposed
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 their respective Subsidiaries to, permit the Agent (or its designees), at the Borrower’s expense, subject to the limitation set forth below, upon reasonable prior notice and during normal business hours (and without disrupting the conduct of business of Borrower or any of its applicable Subsidiaries or any tenant or other occupant at any property, and subject to the rights of any such tenant or occupant): (i) to visit and inspect any of the Real Estate of the Borrower or any of the Guarantors, subject to the rights of Tenants under their Leases; (ii) to examine the books of account of the Borrower and the other Credit Parties (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower and other Credit Parties with, and to be advised as to the same by, Authorized Officers, all at such reasonable times and intervals as the Agent may reasonably request, provided that so long as no Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more than once in any twelve (12) month period. The Agent shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of the Borrower and their respective Subsidiaries.

assistant: Books
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 corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement, the performance of all obligations of the Company hereunder and the authorization and exchange of the Replacement Shares for the Exchanged Shares pursuant hereto has been taken. The Replacement Shares, including the Common Stock issuable upon conversion of the Replacement Shares, when so issued, sold and delivered against receipt of the consideration therefor in accordance with the provisions of this Agreement, shall be duly and validly issued, fully paid and non-assessable. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the repayment in full of all Obligations, this Amended and Restated Security Agreement shall terminate, the Secured Parties shall deliver any release of the Encumbrances created under this Amended and Restated Security Agreement that Debtor may reasonably request (at the cost of the Debtor), and the Secured Parties shall return to the Debtor all Collateral then in its possession, custody, or control, and this Amended and Restated Security Agreement shall terminate without further action by the Party and be of no further force and effect.

assistant: Terminations
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 constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except by an agreement in writing signed by the parties hereto. The Corporation and Debtholder hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations relative to the subject matter hereof are merged into and revoked by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary other than the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05; provided that Parent or the Borrower may liquidate or dissolve one or more Subsidiaries (other than the Borrower) if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by Parent or a Subsidiary of Parent (in the case of any Subsidiary that is not (i) the Borrower or (ii) a Subsidiary of the Borrower), the Borrower or a Subsidiary of the Borrower in such liquidation or dissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries.

assistant: Existence
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 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to Palmer’s current conviction specifically provides: Any conviction which has been expunged, or set aside or for which a person has been pardoned or has had civil rights restored shall not he considered a conviction for purposes of this chapter, unless such pardon, expungement, or restoration of civil rights expressly provides that the person may not ship, transport, possess, or receive firearms. 18 U.S.C. § 921(a)(20) (emphasis added) (defining the statutory term “crime punishable by imprisonment for a term exceeding one year”). Chapter 44 includes both § 922 and § 924, which sets out maximum sentences for offenses under this chapter. Accordingly, “for purposes of this chapter” clearly includes sentencing. See, e.g., United States v. Traxel, 914 F.2d 119, 122 (8th Cir.1990) (<HOLDING>). Thus, because the governing statute Options: A. holding that the first amendment definition should be applied by analogy in the franks setting B. holding that the definition in 921a20 applied throughout the entire firearms chapter of the uscode C. holding that the definition of operating deficits is not ambiguous despite the absence of a definition of the phrase in the contract D. holding that unlawful possession of five firearms throughout a four to five month period established a behavior pattern of unlawfully possessing firearms that meets the same course of conduct requirement E. holding that where the definition of lottery is expressly limited to 18 usc 1307b the definition cannot be applied to a related civil statute

assistant: The best answer is B. holding that the definition in 921a20 applied throughout the entire firearms chapter of the uscode
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 the Company becomes obligated under this Agreement to facilitate a registration and offering of shares on behalf of Shareholders, the Company will do so with the same degree of care and dispatch as would reasonably be expected in the case of a registration and offering by the Company of shares for its own account. Without limiting this general obligation, the Company will fulfill its specific obligations as described in this Article IV.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York. Legal proceedings relating to this Agreement that are commenced against Company may be commenced only in the state or federal courts in New York County, New York. Any such legal proceedings that are commenced against the Company or against any party to this Agreement may be commenced only in the state or federal courts in New York County, New York. Each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue in New York, New York.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The subsidiaries set forth on Schedule 4 (collectively, the “ Subsidiaries ”), are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and such equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. Except as set forth in the Registration Statement and in the Prospectus, no Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include (i) all applicable zoning and land use laws, (ii) all employee benefit laws, and (iii) paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent contested in good faith.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 7.4.3 hosts and co-hosts agree that each activity , booking , or other transaction reported on the airbnb platform , including any co-host services provided by the co-host and any amounts due from a host to the co-host for the provision of such services , will be deemed accurate , correct and binding , unless challenged , by notifying the other person and airbnb ( by emailing host-exp@airbnb.com ) , within 21 days of posting of the disputed activity , booking or other transaction on the airbnb platform .

assistant: None