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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the full and entire agreement among the Parties with regard to the subject hereof, and supersedes all prior negotiations, representations, promises or warranties (oral or otherwise) made by any Party with respect to the subject matter hereof. No Party has entered into this Agreement in reliance on any other Party’s prior representation, promise or warranty (oral or otherwise) except for those that may be expressly set forth in 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 case excerpt and choose the best holding from the options. Case excerpt: argued they were doing the best they could to produce documents in the control of a non-party. Defendants appear to have abandoned this argument, at least in this precise form. See January 9, 1986 brief at 3, noting that “the time for arguing these positions has long passed.” Even if not abandoned, the argument has no merit. As already noted, the material sought by plaintiff was, despite the legal existence of other entities, in the effective control of defendants. Therefore, this “technical” defense (see defendants’ December 5 brief at 6) is no excuse. Defendants also failed to appear for their properly-scheduled deposition on October 16. That total failure to respond justifies a sanction under Rule 37(d). See Fox v. Commissioner of Internal Revenue, 718 F.2d 251, 254 (7th Cir.1983) (<HOLDING>). Defendants again argue (or at least their Options: A. recognizing trial courts decision on discovery issues implies a finding that requested discovery was not reasonably available B. holding that the district court must find a total failure to respond to the discovery requested C. holding that district court did not abuse its discretion by denying motion to extend discovery where no effort was made to explain why the requested discovery could not have taken place within the original discovery period D. holding that a pro se party must be advised of consequences of failing to respond to a dispositive motion including an explanation that the failure to respond may result in the district court granting the motion and dismissing the case E. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law

assistant: The best answer is B. holding that the district court must find a total failure to respond to the discovery requested
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: reason of an employment contract or agreement or an employer policy, plan, or practice and includes rights and benefits under a pension plan, a health plan, an employee stock ownership plan, insurance coverage and awards, bonuses, severance pay, supplemental unemployment benefits, vacations, and the opportunity to select work hours or location of employment. 38 U.S.C. § 4303(2). Thus, it is clear from this language that the “rights and benefits” of employment are not limited to wages, health and pension benefits, but includes all other rights which the employer by contract provides for eligible employees. Under the case law interpreting this section, the benefits of employment are to be viewed expansively. See Yates v. Merit Systems Protection Board, 145 F.3d 1480, 1484 (Fed.Cir.1998) (<HOLDING>); Petersen v. Dept. of Interior, 71 M.S.P.R. Options: A. holding that benefits were to be construed expansively and ineluded employer training and evaluation B. holding that ems training lieutenants position met criteria because the lieutenants developed coordinated implemented and conducted ems training programs prepared lesson plans and training aids supervised delivery of training and tests and evaluated new equipment C. holding 2513 to be jurisdictional and therefore must be strictly construed D. holding that sheriffs and deputy sheriffs enforcing motor vehicle laws were required to meet the training requirements of the former municipal police officers education and training act 53 ps 7417491 repealed E. holding that the selective training and service act of 1940 is to be liberally construed for the benefit of those who left private life to serve their country in its hour of great need

assistant: The best answer is A. holding that benefits were to be construed expansively and ineluded employer training and evaluation
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: Subject to the terms and conditions of this Agreement, each of the Parties shall use reasonable best efforts to take or cause to be taken all actions and to do or cause to be done all things reasonably necessary, proper or advisable under applicable Laws to consummate and make effective the Transactions, including (a) contesting any legal proceeding relating to the Transactions and (b) executing any additional instruments necessary to consummate the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Sellers shall have delivered evidence reasonably acceptable to Buyers of (i) pending Lien releases in respect of all Debt under the Credit Agreement, and (ii) releases of the Company and the Company Subsidiaries as guarantors under the Guarantees entered into pursuant to the Credit Agreement and Indentures; provided , however , that all costs required to procure any and all such releases shall be exclusively borne by Sellers and, to the extent that Buyers or any of their Affiliates incur legal or other third-party costs to procure any such releases, Sellers shall promptly indemnify and hold harmless Buyers for the same.

assistant: Liens
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: Tenant acknowledges that late payment by Tenant of any Rent will cause Landlord to incur administrative costs not contemplated by this Lease, the exact amount of which is extremely difficult and impracticable to ascertain based on the facts and circumstances pertaining as of the Lease Date. Accordingly, if any Rent is not paid by Tenant when due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of such Rent. Any Rent, other than late charges, due Landlord under this Lease, if not paid when due, shall also bear interest at the Interest Rate from the date due until paid. The parties acknowledge that such late charge and interest represent a fair and reasonable estimate of the administrative costs and loss of use of funds Landlord will incur by reason of a late Rent payment by Tenant, but Landlord’s acceptance of such late charge and/or interest shall not constitute a waiver of an Event of Default with respect to such Rent or prevent Landlord from exercising any other rights and remedies provided under this Lease. Notwithstanding the foregoing, before assessing a late charge or late interest the first time in any twelve (12) month period, Landlord shall provide Tenant written notice of the delinquency, and shall waive such late charge and interns Tenant pays such delinquency within five (5) days thereafter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 11 hereof, Recipient agrees not to make negative comments or otherwise disparage the Company Group or any of its products or services. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: liable for this deprivation of Gross’ constitutional rights. “Liability may be imposed under § 1983 upon one who has a duty to act to prevent a deprivation of another’s constitutional rights, and who fails to do so in reckless disregard of the other’s constitutional rights.” Hathaway v. Stone, 687 F.Supp. 708, 712 (D.Mass.1988) (citing Clark v. Taylor, 710 F.2d 4, 9 (1st Cir. 1983). “Thus courts have held that a police officer who fails to prevent the use in his presence of excessive force by another may be held liable under § 1983.” Id. at 712 (citing Byrd v. Brishke, 466 F.2d 6 (7th Cir.1972); see Bruner v. Dunaway, 684 F.2d 422, 426 (6th Cir.1982); Bibbo v. Mulhern, 621 F.Supp. 1018, 1025 (D.Mass. 1985)); see also, Gutierrez-Rodriguez v. Cartagena, 882 F.2d 553, 560 (1st Cir.1989) (<HOLDING>). The plaintiffs allege that the defendant Options: A. recognizing affirmative duty of a police officer to prevent the violation of constitutional rights by another officer B. holding that an alcoholic beverage control officer was a public officer within the meaning of the statute C. holding officer liable for deprivation of constitutional rights despite argument that officer although present was not in control of the situation D. holding that although jury found officer not to have had probable cause for arrest officer was entitled to immunity because law was not clearly established as to circumstances in which officer found himself E. holding that the initial stop by officer was based on reasonable suspicion that defendant was impersonating a police officer although another officer arrested defendant for privacy act violation

assistant: The best answer is C. holding officer liable for deprivation of constitutional rights despite argument that officer although present was not in control of the situation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (i) The Company is not in violation of its articles of incorporation, as amended, or bylaws, and (ii) no other Debtor is in violation of its respective charter or bylaws, certificate of formation or limited liability company operating agreement or similar organizational document in any material respect. To the Knowledge of the Company, none of the Debtors is or has been at any time since January 1, 2016 in violation of any Law or Order, except for any such violations that have not had and would not reasonably be expected to have, individually or in the aggregate, 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 case excerpt and choose the best holding from the options. Case excerpt: Judge. This matter came before the court on the motion of Jonathan Jerome Bardell (the “Debtor”) requesting that Branch Banking & Trust, Riverside Trustee Company, and Draper & Goldberg, PLLC (the “Creditor”) be held in contempt of court for rejecting the Debtor’s post-petition mortgage payments. The Creditor filed a response to the motion asserting that refusal to accept payments was not a contemptuous act because the property subject to the mortgage had been sold at a foreclosure sale; therefore, the Debtor no longer had any right, title, or interest in the property. Argument was heard from the parties on April 18, 2006, and the parties subsequently supplemented their respective arguments with written briefs. The Creditor subsequently filed a motion for relief from the auto 1996) (<HOLDING>); In re Barham, 193 B.R. 229, 232 Options: A. holding that the debtor is entitled to cure the arrearage until entry of an order confirming the foreclosure sale completes the foreclosure process under oklahoma law B. holding that the debtor had the right to cure the default because the foreclosure sale was not complete under state law until it was confirmed by a court C. holding that the debtors could cure their arrearage until the expiration of the 10day upset bid period which would render the foreclosure sale complete under north carolina law D. holding that 1322c1 is not ambiguous that the debtors cure right terminates on the date of the foreclosure sale regardless of the intricacies of the state foreclosure sale process and refusing to attach significance to the legislative record indicating that more extensive cure rights under state law persevere E. holding that after a judgment entry grants a decree of foreclosure and order of sale the foreclosure action cannot be dismissed as the judgment is final

assistant: The best answer is A. holding that the debtor is entitled to cure the arrearage until entry of an order confirming the foreclosure sale completes the foreclosure process under oklahoma law
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 dispute resolution provisions set forth in this Schedule D shall apply to any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, and any claim in tort, in equity or pursuant to any statute (“ Dispute ”).

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: review the district court’s order denying plaintiff anonymity pursuant to the collateral order doctrine. To be appealable under the collateral order doctrine, a district court decision “must conclusively determine the disputed question, resolve an important issue completely separate from the merits of the action, and be effectively unreviewable on appeal from a final judgment.” Coopers & Lybrand v. Livesay, 437 U.S. 463, 468, 98 S.Ct. 2454, 57 L.Ed.2d 351 (1978); see also Cohen v. Beneficial Indus. Loan Corp., 337 U.S. 541, 546, 69 S.Ct. 1221, 93 L.Ed. 1528 (1949). We are satisfied that the district court’s denial of plaintiffs motion to proceed under a pseudonym meets all three of these requirements. See Does I Thru XXIII v. Advanced Textile Corp., 214 F.3d 1058, 1066 (9th Cir.2000) (<HOLDING>); James v. Jacobson, 6 F.3d 233, 237-38 (4th Options: A. holding that the issue of whether the attorney general was entitled to qualified immunity is immediately appealable under the collateral order doctrine B. holding that order dismissing action for failure to include plaintiffs names but giving leave to amend complaint is immediately appealable under collateral order doctrine C. holding that dismissal with leave to amend is not a final order D. holding such denial to be an immediately appealable collateral final order E. holding that a bankruptcy court order denying a trustees claim to immunity was final and appealable under the collateral order doctrine

assistant: The best answer is B. holding that order dismissing action for failure to include plaintiffs names but giving leave to amend complaint is immediately appealable under collateral order doctrine
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 otherwise permitted under Section 9.13 of the Credit Agreement, without the prior written consent of the Administrative Agent, the Company shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Administrative Agent is not named as the sole secured party for the benefit of the Lenders.

assistant: Liens
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 Board may, at any time, amend the Plan in whole or in part provided, however, that no amendment shall be effective to decrease or restrict the amount credited to any Account maintained under the Plan as of the date of amendment, nor shall any amendment be effective to decrease the Earnings Rate at which amounts are credited to any Account balance existing as of the date of amendment. Changes in the definition of “Earnings Rate” shall not become effective before the first day of the calendar year which follows the adoption of the amendment and at least 30 days written notice of the amendment has been given to each Participant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will not, nor will it permit any of its Subsidiaries to, in the Case, directly or indirectly, (i) seek, support, consent to or suffer to exist any modification, stay, vacation or amendment of any Lending Order or any other order of the Bankruptcy Court for which the Borrower obtained the Secured Parties’ approval in accordance with this Agreement prior to its entry, except for (A) any such modification, stay, vacation or amendment that is stayed or reversed within five (5) Business Days, (B) modifications and amendments that do not adversely affect the interests of the Secured Parties (in their capacities as such) and (C) any modifications and amendments agreed to in writing by the Secured Parties, (ii) apply to the Bankruptcy Court for authority to take any action prohibited by this Agreement, any other Loan Document or the Finance Documents (as defined in the NOK Facility) (except to the extent (A) such application and the taking of such action is conditioned upon receiving the written consent of the Secured Parties or (B) requesting authority to incur Indebtedness the proceeds of which shall be used to repay the Obligations in full in cash and terminate the Commitments on the date such Indebtedness is incurred) or (iii) seek authorization for, or permit the existence of, any claims other than that of the Secured Parties hereunder, and the Finance Parties (as defined in the NOK Facility) entitled to superpriority status under Section 364(c)(1) of the Bankruptcy Code that is senior or pari passu with such Person’s claim under Section 364(c)(1) of the Bankruptcy Code, except for the Carve-Out.

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: This Sublease and Exhibits A – C attached hereto contains all of the agreements of the parties, and there are no verbal or other agreements which modify or affect this Sublease. This Sublease and Exhibits A – C attached hereto supersedes any and all prior agreements made or executed by or on behalf of the parties hereto regarding the Sublease Premises.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or the union membership for authorization, negotiation or ratification, in the absence of an express requirement in the agreement, or in the constitution, bylaws or rules and regulations of the union.” Id. Though the rights guaranteed by § 101(a)(1) are generally meant to insure that members are able to mount effective support or opposition to the leadership’s position, Cupid v. Local 116, 1993 WL 21794, at *7-8, 1993 WL 21794, 1993 U.S. Dist. LEXIS 744, at *22 (E.D.Pa. Jan. 27, 1993), “[t]he statute does not require submission of proposed agreements or any segments thereof to membership; nor grant members the right to vote on negotiating, executing and approving contracts.” Rockwell-Standard Co., 465 F.2d at 1140. See also White v. White Rose Food, 237 F.3d 174, 182 (2d Cir.2001) (<HOLDING>); Talbot v. Robert Matthews Distrib. Co., 961 Options: A. recognizing violations of section 101a1 where union officials circulated inadequate or misleading information about matters to be voted upon B. holding that an infringement on the right to vote necessarily causes irreparable harm C. holding that a fair referendum assuring the equal right to vote under 101a1 includes the right of members to have the vote scheduled at a time when they can exercise their vote and the right to be free from intimidation or fear of reprisal D. holding that the right to vote is fundamental E. holding no right under section 101a1 to vote on matters relating to collective bargaining agreements

assistant: The best answer is E. holding no right under section 101a1 to vote on matters relating to collective bargaining 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: The Seller shall, at its expense and in compliance with all Applicable Requirements, (i) prepare and record or cause to be prepared and recorded, as required by the applicable Investor, all prior intervening Assignments of Mortgage Instruments; (ii) prepare or cause to be prepared all Assignments of Mortgage Instruments to the applicable Investor or as otherwise required by the applicable Investor; and (iii) endorse or cause to be endorsed the Mortgage Notes in blank without recourse or as otherwise required by the applicable Investor. The Seller shall deliver to the Document Custodian all original recorded Assignments of Mortgage Instruments (or a recorded copy if the county register does not return an original) promptly upon receipt of the same from the applicable recording office or otherwise.

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: and declares that “the denial of Plaintiff[’]s export license” is “the very heart of this matter.” Id. at ¶ 157. We have no doubt that issuance of a license permitting the removal of uranium from Kazakhstan is a sovereign act. As we have previously held in the context of the FSIA, the “right to regulate imports and exports is a sovereign prerogative.” Millen Indus., Inc. v. Coordination Council for North Am. Affairs, 855 F.2d 879, 885 (D.C.Cir.1988) (internal quotation marks and alteration omitted); see Int’l Ass’n of Machinists v. OPEC, 649 F.2d 1354, 1361 (9th Cir.1981) (affirming “the principle of supreme state sovereignty over natural resources” in applying the act of state doctrine); cf. Rush-Presbyterian-St. Luke’s Med. Ctr. v. Hellenic Republic, 877 F.2d 574, 578 (7th Cir.1989) (<HOLDING>); MOL, Inc. v. Peoples Republic of Bangladesh, Options: A. holding that a contract whereby a foreign state grants a private party a license to exploit the states natural resources is not a commercial activity under the fsia since natural resources to the extent they are affected with the public interest are goods in which only the sovereign may deal B. holding the michigan department of natural resources liable under cercla for remedial actions which exacerbated the contamination at a site C. holding that foreign states are not persons entitled to rights under the due process clause D. holding that an individual is presumed to intend the natural consequences of the individuals actions E. holding that licensing the exploitation of natural resources is a sovereign activity under the fsia

assistant: The best answer is A. holding that a contract whereby a foreign state grants a private party a license to exploit the states natural resources is not a commercial activity under the fsia since natural resources to the extent they are affected with the public interest are goods in which only the sovereign may deal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature to this Agreement is delivered by facsimile or by e-mail delivery of a “.pdf” format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the Party executing the same with the same force and effect as if such facsimile or “.pdf” format signature page was an original thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No delay or omission to exercise any right, power or remedy accruing upon the occurrence of any Default, Event of Default or any other breach or default by the Borrower under this Agreement shall impair any such right, power or remedy of the Disbursement Agent, the Collateral Agent, the Administrative Agent or any Lender nor shall it be construed to be a waiver of any such Default, Event of Default, breach or default, or an acquiescence therein, or in any similar Default, Event of Default, breach or default thereafter occurring, nor shall any waiver of any single Default, Event of Default or other breach or default be deemed a waiver of any other Default, Event of Default or other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any of the Disbursement Agent, the Collateral Agent, the Administrative Agent or any Lender of any Default, Event of Default or other breach or default under this Agreement, or any waiver on the part of any of the Disbursement Agent, the Collateral Agent, the Administrative Agent or any Lender of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent in such writing specifically set forth and any such waiver shall not constitute a continuing waiver of similar or other Defaults, Events of Default, breaches or defaults, nor shall any such waiver constitute a waiver by any other party with respect to such breach or default. All remedies under this Agreement or by law or otherwise afforded to any of the Disbursement Agent, the Collateral Agent, the Administrative Agent or any Lender shall be cumulative and not alternative.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of procedurally defaulted claims, but is rather a rule of administrative convenience. (See People v. Owens (1989), 129 Ill. 2d 303, 317.) Thus, the strict application of res judicata and waiver will be relaxed "where fundamental fairness so requires.” (People v. Gaines (1984), 105 Ill. 2d 79, 91; People v. Hamby (1968), 39 Ill. 2d 290, 291.) Further, where the alleged waiver stems from incompetency of appointed counsel on appeal, the doctrine is also relaxed. (People v. Barnard (1984), 104 Ill. 2d 218, 229; People v. Frank (1971), 48 Ill. 2d 500, 503.) The rule is also relaxed in instances where the facts relating to the claim do not appear on the face of the original appellate record (see People v. Eddmonds (1991), 143 Ill. 2d 501, 528; see also People v. Thomas (1967), 38 Ill. 2d 321 (<HOLDING>)) and could not have been supplemented to that Options: A. holding that res judicata did not preclude the subsequent filing of an action which was a permissive claim in a prior action B. holding that res judicata does not bar reconsideration of the constitutionality of a petitioners death sentence during postconviction relief proceedings C. holding that res judicata applies in deportation proceedings D. holding res judicata does not preclude consideration of constitutional questions in postconviction proceedings which by their nature depended upon facts not found in record E. holding that a defendant does not have the right to be represented by counsel in postconviction proceedings which are civil proceedings

assistant: The best answer is D. holding res judicata does not preclude consideration of constitutional questions in postconviction proceedings which by their nature depended upon facts not found in record
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 Obligor and its Subsidiaries owns or is licensed to use all Intellectual Property material to its respective business, and neither the use thereof nor the conduct of their respective businesses infringes, misappropriates or otherwise violates the Intellectual Property rights of any other Person, except for any such infringements, misappropriations and other violations that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except as disclosed on Schedule 9.1.11 , no Borrower or Subsidiary pays or owes in excess of $250,000 in any Fiscal Year any royalty or other compensation to any Person with respect to any Intellectual Property. All Intellectual Property registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office owned by any Obligor or Subsidiary is shown on Schedule 9.1.11 .

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: At the Closing, Purchaser shall pay the Company the applicable Aggregate Purchase Price by wire transfer of immediately available funds to such account or accounts as the Company shall designate in writing to Purchaser at least five (5) business days prior to the Closing Date .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: immunity are cases where the court is asked to determine the rights or liabilities of that entity. See, e.g., Franceschi v. Schwartz, 57 F.3d 828 (9th Cir.1995) (determining whether municipal court commissioner violated civil rights laws); Greater Los Angeles Council on Deafness, Inc. v. Zolin, 812 F.2d 1103 (9th Cir,1987) (determining whether court and jury, commissioners were liable for not providing sign-language interpreters); O’Connor v. Nevada, 686 F.2d 749 (9th Cir.1982) (determining whether State Bar of Nevada violated civil rights laws). Conversely, the Eleventh Amendment does not apply in cases where the entity invoking the immunity is sued only in its representative capacity. See Excess and Casualty Reinsurance Ass’n v. Insurance Comm’r of Cal., 656 F.2d 491 (9th Cir.1981) (<HOLDING>); Finkielstain v. Seidel, 857 F.2d 893 (2d Options: A. holding that a public corporation in that case a commission created to provide information about the tva is an entity separate from the state and its acts are not acts of the state within the meaning of the state constitutions prohibition against the state creating new debts B. holding that an official capacity suit should be treated as a suit against the entity C. holding that there is no private right of action against a state governmental entity for violations of the texas constitution D. holding a state agency as an arm of the state cannot constitute a person under 1983 because it is a sovereign entity E. holding that an action naming a state entity as a defendant did not constitute an action against the state because the state entity was sued in its capacity as receiver

assistant: The best answer is E. holding that an action naming a state entity as a defendant did not constitute an action against the state because the state entity was sued in its capacity as receiver
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 also represent and warrant that ( i ) neither you nor your host service ( s ) are located or take place in a country that is subject to a u.s. government embargo , or that has been designated by the u.s. government as a `` terrorist supporting '' country , and ( ii ) you are not listed on any u.s. government list of prohibited or restricted parties .

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 case excerpt and choose the best holding from the options. Case excerpt: did not engage in a drug sale the evening of April 19. As the Investigating Officers claim to have observed him exchange money with the Cl on the porch of Defendant’s mother’s home that night, they must, therefore, be lying. The Government asserts that Defendant’s evidence is not sufficient to make a preliminary Franks showing because it does not constitute proof of a lack of veracity on the part of the affiant, Officer Gramlich, and that only Gramlich’s state of mind is relevant to the Franks inquiry. In order to make a preliminary showing with respect to the first prong of the Franks test, a defendant must challenge the affiant’s state of mind as well as the truth of the affidavit. See Franks, 438 U.S. at 155-56, 98 S.Ct. 2674; United States v. Brown, 3 F.3d 673, 676-78 (3d Cir.1993) (<HOLDING>). Defendant must, therefore, make a preliminary Options: A. holding that because the information omitted from the affidavit was immaterial to the investigation there was no error in denying defendants motion for a franks hearing B. holding that a challenge to the truth of the affidavit was not sufficient for a franks hearing where defendant offered no evidence that the affiant knowingly or recklessly gave false statements C. holding that although affiantofficer filed affidavit in good faith the conduct of police officers who relayed the facts to the affiant was relevant to the franks showing D. holding allegation that false affidavit was basis for arrest warrant is sufficient to state 1983 fourth amendment claim against affiant officer E. holding that a statement that the affiant is president of the company asserting a claim on an account is sufficient to affirmatively show how the affiant has personal knowledge of the affidavit statements regarding the account

assistant: The best answer is B. holding that a challenge to the truth of the affidavit was not sufficient for a franks hearing where defendant offered no evidence that the affiant knowingly or recklessly gave false statements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed or telecommunicated (if telecommunicated electronically, be followed by delivery via overnight courier or U.S. Mail ), or delivered as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or communication is addressed.

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: Mills denied any intent to use his children to similar effect, the district court was free to reject this disclaimer, particularly in light of tape recorded conversations in which Mills insisted that his mother deliver the drugs on the August 4 visit—when she would be accompanied by the children—rather than on the August 3 visit—when she would come to the prison without them. In sum, the district court could fairly have inferred that Mills’s children were not simply coincidentally present at the time their father and grandmother attempted to smuggle drugs into the prison. Rather, the adults had deliberately chosen to commit their crime on the single day when the children’s presence would provide a further distraction. Compare United States v. Jimenez, 300 F.3d 1166, 1169 (9th Cir.2002) (<HOLDING>), with United States v. Castro-Hernandez, 258 Options: A. holding mothers due process rights were not violated when her appointed counsel was allowed to withdraw and hearing was held without mother because the record showed mother did not inform counsel of her whereabouts after moving thereby frustrating counsels efforts to contact her and because mother was properly served with notice of the termination hearing B. holding that mother did not waive the defense of lack of personal jurisdiction by failing to raise it in her first responsive pleading ie her answer to dhrs petition to terminate her parental rights because the mother sought leave to amend her answer to include the defense of lack of personal jurisdiction dhr did not object to that motion and the juvenile court allowed the mother to amend her answer C. holding that evidence was sufficient to support trial courts best interest finding where mother allowed child to be in contact with individual who had physically abused her mother was not capable of caring for child on her own mother admitted at trial she had not found stable employment and child was doing well in her current placement D. holding that a child who routinely accompanied his mother on family trips to mexico was not used by her in smuggling drugs when it would have been highly unusual for her to have left him with some other person E. holding that fundamental error occurred in the prosecution of a mother for aggravated manslaughter of her child when the prosecutor commented on the fact that the mother had contemplated having an abortion during the course of her pregnancy with the child

assistant: The best answer is D. holding that a child who routinely accompanied his mother on family trips to mexico was not used by her in smuggling drugs when it would have been highly unusual for her to have left him with some other person
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 OA says FedEx directs the results, but not the manner and means, of the Plaintiffs’ work. (OA, ¶ 1.15) More specifically, the OA provides that FedEx cannot “prescribe hours of work, whether or when the Contractor is to take breaks, what route the Contractor is to follow, or other details of performance.” (Id.) The contractual designation of the work status of a person is not conclusive for purposes of determining whether he is an employee or an independent contractor, when there is evidence to overcome such designation. Nunn, 151 S.W.3d at 401. See also, Williams, 2009 WL 2592312, at *3-4 (the mere characterization in a con tract of a party as an independent contractor is not controlling, especially when other contractual provisions evidence control); Burgess, 923 S.W.2d at 454 (<HOLDING>). Simply characterizing a party as an Options: A. holding that the agreement was not illusory because it was supported by consideration insofar as the employee and employer were equally bound by a promise to arbitrate disputes B. holding that even though certain corporate formalities had not been complied with in the execution of the subject contract the corporation had knowledge of the existence of the contract and treated it as a valid and binding contract and thus ratified the contract by accepting the benefits thereunder C. holding that the fact that the defendant maintained employment records was insufficient to establish that she was a joint employer under the economic reality test D. holding that the plaintiff was an employee of the defendant and declining to permit the reality of that status to be obscured by illusory formalities in the employment contract E. holding that an agreement to arbitrate is illusory if as here the employer can unilaterally modify the contract

assistant: The best answer is D. holding that the plaintiff was an employee of the defendant and declining to permit the reality of that status to be obscured by illusory formalities in the employment contract
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 Executive's death, the Company shall pay (i) Executive's Base Salary due through the date of Executive's death, (ii) plus a pro-rata portion of any Bonus or other compensation to which Executive is otherwise entitled as of the time of Executive's death, which Bonus amount will be determined and paid after the end of the fiscal year for which the Bonus was in place. Base Salary due shall be paid to Executive's designated beneficiary on a date chosen by the Company at its sole discretion; provided, that such date shall be within thirty (30) days of Executive's death. All outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall be treated in accordance with the terms of the award agreements to which the Company and Executive are parties at the time of Executive's death. All Company contributions to the Capital Accumulation Plan ("CAP") for the benefit of Executive shall be treated in accordance with the terms of the CAP in effect at the time of Executive's death. The Company shall pay to Executive's estate or beneficiaries, as the case may be, amounts payable under the Company's life insurance policies and other plans as they relate to benefits following Executive's death. Except as expressly stated in this Section VI.B., the Company shall have no further obligation to any of Executive's representatives, estate, or heirs .

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 case excerpt and choose the best holding from the options. Case excerpt: in the form of an opinion or otherwise.” In his brief to this Court, Deardorff acknowledges that the duct-tape comparison was an area beyond the understanding of an average juror. There is no dispute that Carter examined the tape from the crime scene and the roll of tape from the warehouse facility. Deardorff appears to argue that the State did not establish Carter’s qualification to render an expert opinion about the duct tape comparison. However, the Advisory Committee’s Notes to Rule 702, Ala. R. Evid., provide: “[U]nder Rule 702 'qualification’ should continue to be defined broadly, so that one may gain an expertise through practical experience as well as through formal training or education. See, e.g., International Telecommunications Sys. v. State, 359 So.2d 364 (Ala.1978) (<HOLDING>).” Carter’s testimony established that he had Options: A. holding that the judge and jury may rely upon common knowledge and experience without proof B. recognizing that experience and practical knowledge as fully as formal education qualify one to make technical judgments C. recognizing that duty to warn of dangerous conditions could be based on constructive knowledge of that condition as well as actual knowledge D. holding that lay opinion testimony on the technical subject of asbestos in the workplace was inadmissible when the witness failed to demonstrate sufficient personal experience or technical knowledge to qualify him to offer an opinion E. recognizing that the constitutional right to appeal must be given a practical construction

assistant: The best answer is B. recognizing that experience and practical knowledge as fully as formal education qualify one to make technical judgments