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: None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, at the time of and in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time prepared.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. The parties hereto acknowledge that this Agreement has been negotiated, executed, and delivered in the State of New York and is to be wholly performed within New York, and each party’s actions in connection with the negotiation, execution, and delivery of this Agreement constitutes transacting business in 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: This Employment Agreement contains the entire agreement of the parties with respect to the subject matter hereof. It supersedes all other representations , understandings , undertakings , or agreements (whether written or oral), in their entirety, including (but not limited to) the Offer Letter.

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: Note-holders’ claims. 3. Contract Terms An indenture trustee has a fiduciary duty to the noteholders and is required to act with the same care as if it owned the investment. See, e.g., Flight Transp. Corp., 874 F.2d at 578 (citing Trust Indenture Act of 1939, 15 U.S.C. § 77aaa-ooo(c)). The Indenture in this case incorporates this standard by mandating that WTC’s services be performed with “the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of his own affairs.” (See Indenture at § 7.1(a).) If the indenture trustee fulfills its duties, it is entitled to reimbursement of its expenses, including attorneys’ fees, in accordance with the terms of the indenture. See, e.g., Flight Transp. Corp., 874 F.2d at 583 (<HOLDING>); In re W.T. Grant Co., 119 B.R. 898, 900 Options: A. holding that the indenture trustee has a separate contractual claim for its fees and expenses B. holding that the bankruptcy court abused its discretion in awarding opposing counsels attorneys fees and expenses as sanctions without affording the sanctioned party the right to examine question or provide argument against the claimed fees and expenses C. holding that a trustee in a proceeding under chapter x of the bankruptcy act did not have standing to assert on behalf of the holders of debentures issued by the bankrupt in reorganization various negligence claims against an indenture trustee D. holding parties agreement provided clear contractual justification for the award of costs and expenses including attorneys fees to the prevailing party E. holding that the relevant indenture agreement allowed the trustee to bring tort and fraud claims on behalf of the bondholders

assistant: The best answer is A. holding that the indenture trustee has a separate contractual claim for its fees and 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 case excerpt and choose the best holding from the options. Case excerpt: 113 S.Ct. 2338 (1993); McAndrews v. Fleet Bank of Massachusetts, 989 F.2d 13, 19 n.7 (1st Civ. 1993). The first is a direct, physical intrusion into the property. Loretto v. Teleprompter Manhattan CATV Corp., 458 U.S. 419, 432-33 n.9 (1982). A second type of per se regulatory taking is a regulation which denies all economically beneficial or productive use of the interest in property. Lucas v. South Carolina Coastal Council, 112 S.Ct. 2886, 2893 (1992). The situation at hand falls into neither category. While contractual rights may be considered properly rights, the fact that valid legislation disregards or destroys existing contractual rights, does not always transform the regulation into an illegal taking. See Connolly v. Pension Benefit Guaranty Corp., 475 U.S. 211, 224 (1986) (<HOLDING>); Liberty Mutual Ins. Co. v. Whitehouse, 868 Options: A. holding that the aafes was an agency under the apa where by statute its contracts were considered contracts with the federal government and any judgments against it were paid out of the federal treasury B. holding that private contracts cannot avoid the effects of valid federal legislation C. holding that at will contracts of employment are subject to tortious interference with contracts claims D. holding that contracts should be interpreted to avoid absurd results E. recognizing state laws can be preempted by federal regulations as well as by federal legislation

assistant: The best answer is B. holding that private contracts cannot avoid the effects of valid federal legislation
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: Tax . To the extent required by any applicable Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.01 , each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payment in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12 . The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.12 , include each L/C Issuer and Swingline Lender.

assistant: Withholdings
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: not already been disclosed. See supra Part VI.A. Contrary to petitioner’s contention, by rendering the plea conditional with respect to the revelation of new information “of a serious nature” previously “unknown” to the court,” the court was not prevented from considering information other than the presentence report. See supra Part V.B.2.a; see also Aug. 13, 2015 Hr’g Tr. The double jeopardy claim is dismissed. VII. Improper Sentencing A. Law The Supreme Court has stated that “[t]he Eighth Amendment’s prohibition of cruel and unusual punishment ‘guarantees individuals the right not to be subjected to excessive sanctions.’ ” See Miller v. Alabama, — U.S. -, 132 S.Ct. 2455, 2463, 183 L.Ed.2d 407 (2012) (quoting Roper v. Simmons, 543 U.S. 551, 560, 125 S.Ct. 1183, 161 L.Ed.2d 1 (2005)) (<HOLDING>). This right “flows from the basic ‘precept of Options: A. holding the eighth and fourteenth amendments forbid imposition of the death penalty on offenders who were under the age of eighteen when their crimes were committed B. holding that life without parole sentences for nonhomicide offenses violates the eighth amendment C. holding that mandatory life imprisonment without parole for those under the age of eighteen at the time of their crimes violates eighth amendment D. holding the death penalty unconstitutional for defendants under age eighteen at the time of the crime E. holding that sentences imposing mandatory life imprisonment without the possibility of parole on individuals who committed their crimes when under the age of 18 violates the eighth amendment to the united states constitution

assistant: The best answer is C. holding that mandatory life imprisonment without parole for those under the age of eighteen at the time of their crimes violates eighth amendment
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 validity, interpretation, construction and effect of the Plan and any rules and regulations relating to the Plan shall be governed by the laws of the Commonwealth of Pennsylvania (without regard to the conflicts of laws thereof), and applicable Federal law.

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: L.Ed. 755, 760-762 (1934); Hill v. Marston, 13 F.3d 1548, 1550 (11th Cir.1994). “[T]he fact that federal law may be the source or basis of the plaintiffs state-law claims does not support removal.” Austin v. American Gen. Fin., Inc., 900 F.Supp. 396, 399 (M.D.Ala.1995). In a case similar to the instant action, the Eleventh Circuit held that the district court did not have jurisdiction over the action. Hill, 13 F.3d at 1550. In Hill, the plaintiff alleged negligence, breach of contract, and state securities violations. The court determined that while the state claims involved some interpretation of related federal securities law, the existence of federal issues was insufficient to create federal jurisdiction. Id.; see also Meinders v. Refco Sec., Inc., 865 F.Supp. 721, 723 (D.Colo.1994)(<HOLDING>). In this case, the claimed violations of Options: A. holding that alleged violations of a state statute did not give rise to federal constitutional claims B. holding that federal courts have exclusive jurisdiction over securities act class actions C. recognizing a duty of best execution under federal securities law D. holding that a state securities claim which alleged federal mail wire and securities violations as the predicate acts did not arise under federal law and thus did not create federal jurisdiction E. recognizing that every theory of relief must raise federal issue for claim to arise under federal law

assistant: The best answer is D. holding that a state securities claim which alleged federal mail wire and securities violations as the predicate acts did not arise under federal law and thus did not create federal 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: darkened the oval in front of other candidate’s names in which individual votes were cast, as well as the constitutional amendments and initiated measure included on the ballot. Furthermore, the voter also darkened ovals in front of the only Republican candidate for presidential electors and the only Republican candidate for the Public Utilities Commission. These marks are contrary to an intention to vote a straight party ticket. The voter’s choice not to vote for candidates in the local legislative and county offices does not imply a choice to vote a straight party ticket in those races. Rather, it is just as likely the mark appearing in front of the Republican Party straight ticket is the result of hesitation or inadvertence by the voter. See Church, 10 S.D. at 451, 74 N.W. at 199 (<HOLDING>). Exhibit 22 is a valid ballot. This Options: A. holding a 1 signature requirement as within the outer boundaries of support the state may require before affording political parties ballot position B. holding marks inadvertently made by a voter do not invalidate the ballot C. holding that a court cannot do indirectly what it cannot do directly D. holding that the use of the term protection in the ballot title did not constitute impermissible political or emotional rhetoric E. holding that duress or coercion would invalidate a contract if the coercion comes from the opposing party not the claimants attorney

assistant: The best answer is B. holding marks inadvertently made by a voter do not invalidate the ballot
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 Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application, as applicable, from the Borrower in accordance with Section 2.3(a) or Section 3.2 , as applicable.

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: 825 (2010). Broom’s challenge does not fit neatly into either category. {¶ 37} In noncapital cases, the Eighth Amendment proportionality principle is narrow and “ ‘forbids only extreme sentences’ ” that are grossly disproportionate to the crime. Graham at 59-60, quoting Harmelin v. Michigan, 501 U.S. 957, 1001, 111 S.Ct. 2680, 115 L.Ed.2d 836 (1991) (Kennedy, J., concurring). In capital cases, proportionality analysis involves two subsets, “one considering the nature of the offense, the other considering the characteristics of the offender.” Id. at 60. With respect to the nature of the offense, proportionality in capital cases merely stands for the proposition that the punishment must fit the crime. See, e.g., Kennedy v. Louisiana, 554 U.S. 407, 128 S.Ct. 2641, 171 L.Ed.2d 525 (2008) (<HOLDING>). {¶ 38} As for the second category, the United Options: A. holding that a death sentence for a conviction for the rape of a child where the crime did not result and was not intended to result in death of the victim was barred by the eighth amendment B. holding that the death penalty was categorically prohibited for juvenile offenders C. holding that an offenders death sentence for the rape of a child who did not die is unconstitutionally disproportionate D. holding a wrongful death action may not be maintained for the death of an unborn child E. holding the death penalty excessive punishment for the crime of rape

assistant: The best answer is C. holding that an offenders death sentence for the rape of a child who did not die is unconstitutionally disproportionate
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, this Agreement and the Executive's employment are for the period beginning on the Effective Date and ending on January 31, 2019 (the " Term "), unless earlier terminated pursuant to an event described in paragraph 6 hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that all claims, disputes, and/or controversies arising under this Agreement and/or related to your employment hereunder (whether or not based on contract, tort or upon any federal, state or local statute, including but not limited to claims asserted under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, any state fair employment practices act, and/or the Americans with Disabilities Act), shall be resolved exclusively through mediation/arbitration by JAMS, in the County of New York in the State of New York, in accordance with the JAMS Rules and Procedures for Mediation/Arbitration of Employment Disputes; provided, however, that in the event that the Company alleges that you are in breach of any of the provisions contained in Section 6 or 7 of this Agreement, the Company shall not be exclusively required to submit such dispute to mediation/arbitration. In such event, the Company may, at its option, seek and obtain from any court having jurisdiction, injunctive or equitable relief, in addition to pursuing at arbitration all other remedies available to it (including without limitation any claims for relief arising out of any breach of Section 6 or 7 of this Agreement). In the event that the Company chooses to bring any such suit, proceeding or action for injunctive or equitable relief in an appropriate court, you hereby waive your right, if any, to trial by jury, and hereby waive your right, if any, to interpose any counterclaim or set-off for any cause whatever and agree to arbitrate any and all such claims.

assistant: Arbitration
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 set forth in the SEC Documents, no current or former employee, partner, director, officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through an Eligible Market (as defined in the Notes)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of the Buyer's execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company's other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement or the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plan description. The district court granted the defendants summary judgment on this claim. James then filed a motion to reconsider, arguing for the first time that the defendants also breached their fiduciary duty by not informing him of the out-of-network status of the Rush providers during his April 7, telephone conversations with Concert. The district court denied James’s motion to reconsider, holding that it was too late to raise an argument premised on the April 7 telephone conversations. By not presenting a timely argument to the district court premised on the April 7 telephone calls, James waived any argument that the defendants breached their fiduciary duty based on those telephone calls. Publishers Res., Inc. v. Walker-Davis Publ’ns, Inc., 762 F.2d 567, 561 (7th Cir.1985) (<HOLDING>). The en banc court, though, holds that the Options: A. holding that arguments not raised in opposition to a motion for summary judgment are waived B. holding that a defendant who fails to raise a specific issue as the basis for suppression in a motion to suppress to the district court has waived the right to raise that issue on appeal C. holding that claims raised for the first time in an opposition to a motion for summary judgment are not properly before a court D. holding that a litigant who fails to raise an argument in opposition to a properly raised motion for summary judgment will not be permitted to raise that same argument later either in a motion for reconsideration or on appeal E. holding that government lost right to raise lack of expectation of privacy argument on appeal when it failed to raise argument below

assistant: The best answer is D. holding that a litigant who fails to raise an argument in opposition to a properly raised motion for summary judgment will not be permitted to raise that same argument later either in a motion for reconsideration or on appeal
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 there aré no American workers available “at the time of application for a visa and admission” and that admission will not adversely affect labor conditions is likely accurate only for a limited time. See Maceren, 509 F.2d at 939. In fact, one of the DOL’s motivations in enacting the 180-day validity period was that “[l]abor market conditions are subject to rapid change.” 2007 Labor Certification Notice, 72 Fed. Reg. at 27924. The Court agrees that “it is consistent with DOL’s mandate under INA section 212(a)(5)(A) to require a retest of the market after the passage of that time.” Id. The new regulation is aimed at reducing abuse of the administrative process which the DOL is charged with administering. Id. at 27904, 27931; see Industrial Holographics, 722 F.2d at 1366 (<HOLDING>). In sum, the regulation falls squarely within Options: A. holding that the secretary had inherent authority to issue regulations which simplify the administrative task and help guard against arbitrary agency action B. holding that agency is bound by its regulations C. holding that plaintiff failed to exhaust administrative remedies where plaintiff sent a letter to the attorney general grieving the initial agency determination instead of following the administrative appeal process specified by agency regulations D. holding that the secretary is not entitled to deference when construing the acts implementing regulations E. holding that agency regulations cannot be applied retroactively unless congress has so authorized the administrative agency and the language of the regulations require it

assistant: The best answer is A. holding that the secretary had inherent authority to issue regulations which simplify the administrative task and help guard against arbitrary agency action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

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

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: their fourth issue, Appellees assert that legally and factually insufficient evidence exists to support the jury’s finding in question 6 that a joint enterprise existed between LMS and Hospital. Specifically, Appellees challenge the sufficiency of the evidence to support the second two elements of joint enterprise: (3) a community of pecuniary interest in the common purpose of the enterprise among the members; and (4) an equal right to a voice in the direction of the enterprise, which gives an equal right of control. The Texas Supreme Court has addressed legal sufficiency challenges to the third element, the eommunity-of-pecuni-ary-inter est-in-the-common-purpose-of-the-enterprise element, of a jury’s joint enterprise finding in several cases. See St. Joseph Hosp., 94 S.W.3d at 531-33 (<HOLDING>); Tex. Dep’t of Transp. v. Able, 35 S.W.3d 608, Options: A. holding evidence was legally insufficient to support conviction for violation of sex offender registration requirement B. holding evidence legally sufficient under sections d and e C. recognizing that evidence may be legally insufficient where there is variance between indictment allegations and proof D. holding evidence legally sufficient E. holding evidence legally insufficient

assistant: The best answer is E. holding evidence legally insufficient
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 set forth in this Agreement, the Company may request the issuance of Letters of Credit on behalf of itself and its Subsidiaries denominated in Dollars or in one or more Alternate Currencies in a form reasonably acceptable to the Administrative Agent and the Issuing Banks, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement, and from and after the Closing Date shall be subject to, and governed by, the terms and conditions of this Agreement.

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: The Seller Parties will not, directly or indirectly, use the proceeds of any Incremental Purchase or Letter of Credit for any purpose which would breach, in any material respect, any Anti-Corruption Law.

assistant: Anti-Corruption 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: if you have a late or delayed arrival on the check-in date or only arrive the next day , make sure to ( timely/promptly ) communicate this with the supplier so they know when to expect you to avoid cancellation of your reservation or room or charge of the no-show fee .

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: Subject to compliance with the Corporation’s policies as from time to time in effect regarding the incurrence, substantiation, verification, and reimbursement of business expenses, the Corporation will pay or reimburse Executive for all reasonable expenses incurred in connection with the performance of Executive’s duties hereunder or for promoting, pursuing, or otherwise furthering the Business of the Corporation, including Executive’s reasonable expenses for travel, entertainment, and similar items. Executive acknowledges and agrees that the provisions of Section 2.5(d) below provide the exclusive reimbursement terms for Executive’s use of any personal vehicles in connection with the performance of his duties as an employee of the Corporation. All expenses eligible for reimbursements in connection with Executive’s employment with the Corporation must be incurred by Executive during the term of employment or service to the Corporation and must be in accordance with the Corporation’s expense reimbursement policies. The amount of reimbursable expenses incurred in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year. Each category of reimbursement shall be paid as soon as administratively practicable, but in no event shall any such reimbursement be paid after the last day of Executive’s taxable year following the taxable year in which the expense was incurred. No right to reimbursement is subject to liquidation or exchange for other benefits.

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 case excerpt and choose the best holding from the options. Case excerpt: court has reached the opposite conclusion in a case involving similar facts, we are not bound to follow the decision of another court of appeals. See Delamora v. State, 128 S.W.3d 344, 359 (Tex.App.-Austin 2004, pet. ref'd); see also Shook v. State, 156 Tex.Crim. 515, 244 S.W.2d 220, 221 (1951) (court not bound to follow a decision of a court of equal jurisdiction); Lambert v. Affiliated. Foods, Inc., 20 S.W.3d 1, 8 (Tex.App.Amarillo 1999), aff'd sub nom. Lawrence v. C.D.B. Services Inc., 44 S.W.3d 544 (Tex.2001). 18 . The dissent reasons that Crown Cork raised the issue in its reply. But Crown Cork may not use its reply to assert new grounds for summary judgment. See Tex.R. Civ. P. 166a(c); see also Sanders v. Capitol Area Council, 930 S.W.2d 905, 911 (Tex.App.-Austin 1996, no writ) (<HOLDING>); Sams v. N.L. Indus., Inc., 735 S.W.2d 486, Options: A. holding that nonmovants failure to except or respond cannot supply by default the grounds for summary judgment or the summary judgment proof necessary to establish the movants right B. holding that a party may not raise a new claim in its response to a dispositive motion C. holding movant may not raise new grounds for summary judgment in reply to nonmovants response D. holding where movant asserts several grounds in support of its summary judgment motion and the trial court does not specify the grounds on which judgment was granted the reviewing court can affirm the judgment if any of the grounds are meritorious E. holding that a plaintiff may not raise a new legal claim in response to summary judgment

assistant: The best answer is C. holding movant may not raise new grounds for summary judgment in reply to nonmovants response
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “pending” status for the period between when the lower court issued its decision and the higher court takes up or dismisses the appeal. But the record in Hernandez-Alberto’s case includes no indication that Hernandez-Alberto failed to satisfy any appellate procedural requirements in appealing the trial court’s competency determination and its dismissal of his postconviction petition. Until the Florida trial court dismissed his petition with prejudice, Hemandez-Alber-to could not appeal those issues and resolve his postconviction proceedings. See, e.g., Christner v. State, 984 So.2d 561, 562 (Fla. 2d DCA 2008) (“[A]n unfavorable ruling on one or more postconviction claims with leave to amend is not an appealable, final order.”); Howard v. State, 976 So.2d 635, 636 (Fla. 5th DCA 2008) (<HOLDING>). And AEDPA insists that we respect these Options: A. holding such denial to be an immediately appealable collateral final order B. holding that denial of a postconviction motion without prejudice and with leave to amend is not a final appealable order C. holding that dismissal with leave to amend is not a final order D. holding that a district courts dismissal that expressly grants leave to amend is not final and that a final judgment must be obtained before such a case becomes appealable E. holding that when a district court expressly grants leave to amend it is plain that the order is not final

assistant: The best answer is B. holding that denial of a postconviction motion without prejudice and with leave to amend is not a final appealable order
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Loan Party and each of its Restricted Subsidiaries has timely filed all Tax returns and reports required to be filed, and have timely paid all Taxes (including satisfying its withholding tax obligations) levied or imposed on their properties, income or assets (whether or not shown in a Tax return), except those which are being contested in good faith by appropriate actions diligently taken and for which adequate reserves have been provided in accordance with GAAP.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any fixed or capital assets by the Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 90 days after the Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

assistant: Sales
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 remedial measures in [Title VII] to serve as a spur or catalyst to cause employers to self-examine and to self-evaluate their employm .Ed.2d 217 (1987). Because the limitation on remedies found in the Circuit City arbitration agreement significantly undermines Title VII’s remedial purpose of making victims of discrimination whole and its deterrent purposes of forcing employers to eliminate and prevent discriminatory practices in the workplace, we hold that the provision at issue in this case was not enforceable. See Paladino, 134 F.3d at 1062 (noting that the arbitrability of discrimination “claims rests on the assumption that the arbitration clause permits relief equivalent to court remedies”) (emphasis added); Trumbull v. Century Mktg. Corp., 12 F.Supp.2d 683, 688 (N.D.Ohio 1998) (<HOLDING>); cf. Perez, 253 F.3d at 1286 (holding that Options: A. holding a court may not award punitive damages B. holding that arbitration agreement that did not provide for award of attorney fees to successful title vii claimant was unenforceable because the right to attorneys fees is central to the ability of persons to seek redress from violations of title vii C. holding that title vii claim was subject to compulsory arbitration D. holding that under a severability clause arbitration provision was not rendered unenforceable because it contained an invalid limitation on punitive damages E. holding that an arbitration clause was unenforceable because it prohibited an award of punitive damages which was available to the plaintiff under title vii

assistant: The best answer is E. holding that an arbitration clause was unenforceable because it prohibited an award of punitive damages which was available to the plaintiff under title vii
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: homesteads under the TT government could be given a specific parcel of land, but that it could not be more than five hectares in area. Richard G. Emerick, Land Tenure in the Marianas, in 1 Office of the Staff Anthropologist, Trust Territory of the Pacific Islands, Land Tenure Patterns, Trust Territory of the Pacific Islands 233-34 (1958). 45 See Pelisamen, 3 CR at 794-95; see also Cruz v. Johnston, 6 TTR 354, 357-58 (Trial Div. 1973) (noting that homesteaders who received certificates of compliance were entitled to deeds of conveyance, and holding that the issuance of such deeds may be compelled). 46 Reply Brief for Appellant MPLC at 5. 47 Conclusions of Law, supra note 16, ¶ 5. 48 Brief for Appellant MPLC at 8-9. 49 Cf. McCullen v. Sproles, 28 So. 2d 218, 220 (Miss. 1946) (en banc) (<HOLDING>). 50 See 67 TTC § 208 (1970 Ed.) ("Deeds of Options: A. holding that in action by property owner to recover land taken by eminent domain current titleholder to land might be necessary party if district court were to restore land to plaintiff B. holding that recitals in land patent were affirmative evidence that patentee paid requisite price for land C. holding that land sales contracts were not securities because they involved no investment in an enterprise even if land was bought on expectation that development of the area would increase the value of the land D. holding that animal husbandry operations were included in the definition of farm even if the animals do not touch the ground graze on the land or feed from crops grown on the land and holding that land used to support buildings used in the production of agricultural products is a productive use of the land E. holding where exempt organization was in possession of real property under land contract obligating organization to pay the purchase price and use land for exempt purpose the association was the owner of the land within the meaning of the statute

assistant: The best answer is B. holding that recitals in land patent were affirmative evidence that patentee paid requisite price for land