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: Interpretations regarding the definition of Change in Control and whether or not a Change in Control has occurred shall be determined by applying the laws of the United Kingdom. The remainder of this Agreement shall be governed by and construed in accordance with the laws of [the State of Texas][France] 2 , without giving effect to any choice or conflict of law provision or rule (whether of [the State of Texas][France] or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than [the State of Texas][France].

assistant: Applicable 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: If any restriction set forth in Section 7.1 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as may be required by law, Employee agrees that she shall keep the existence and terms of this Agreement and Release and terms of settlement confidential and that she will not disclose, directly or indirectly, such terms to third persons, except that Employee may disclose the terms of this Agreement and Release to her legal advisors, accountants, and/or spouse, and as to all such persons to whom disclosure is made, the disclosure must be made with the condition that the persons receiving such information maintain the information in strict confidence. Except as may be required by law, Employee specifically agrees not to disclose the terms of this Agreement and Release to any present or former employees or contractors of the Company or the Released Parties. Except as required by law, Employee agrees to make no comment, either generally or specifically, regarding the Severance Payment or the other terms of the Agreement and Release. Nothing in this Section is intended to preclude the parties from disclosing the existence and terms of this Agreement and Release as necessary to enforce its terms or in connection with a claim for breach of this Agreement and Release.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither this CRADA nor any rights or obligations of any Party hereunder shall be assigned or otherwise transferred by either Party without written notification of the other Party in accordance with Paragraph 13.8. The Collaborator acknowledges the applicability of 41 U.S.C. § 15, the Anti Assignment Act, to this Agreement. The Parties agree that the identity of the Collaborator is material to the performance of this CRADA and that the duties under this CRADA are nondelegable.

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: the actor’s mental state. The statute requires that a person “willfully” expose the person’s body or private parts. Minn.Stat. § 617.23(a)(1) (1996). ‘Willfully” is not among the terms used to denote a specific intent. State v. Wickstrom, 405 N.W.2d 1, 6 (Minn.App.1987), review denied (Minn. June 30, 1987); see also State v. Green, 351 N.W.2d 42, 44 (Minn.App.1984) (“willful” generally means bad purpose or evil intent in statutes involving moral turpitude and in misdemeanor statutes denotes an intentional, as opposed to accidental, act). Thus, there is no language in Minn.Stat. § 617.23 indicating that a specific intent to offend the sensibilities of others is required. A statute must be construed according to its plain language. See Anker v. Little, 541 N.W.2d 333, 340 (Minn.App.1995) (<HOLDING>), review denied (Minn. Feb. 9, 1996). Although Options: A. holding that when a statutes terms are clear and unambiguous on their face there is no room for statutory construction and a court must apply the statute according to its literal meaning B. holding that if words of statute are unambiguous there is no room for judicial construction C. holding that if the statutory terms are unambiguous a courts review ends and the statute is construed according to the plain meaning of its words D. holding that a courts prior judicial construction of a statute trumps an agency construction otherwise entitled to chevron deference only if the prior court decision holds that its construction follows from the unambiguous terms of the statute and thus leaves no room for agency discretion E. holding that the term shall is mandatory for purposes of statutory construction when the statute is unambiguous

assistant: The best answer is B. holding that if words of statute are unambiguous there is no room for judicial construction
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: without limiting the foregoing , niantic , tpc , and tpci explicitly disclaim any warranties of merchantability , fitness for a particular purpose , quiet enjoyment , or non-infringement , and any warranties arising out of course of dealing or usage of trade .

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: (Second) of Conflict of Laws § 139. Applying the Restatement approach to this case, the state with the most significant relationship to the communication is the state where the communication occurred unless there is a prior relationship between the parties to the communication. Id. § 139 cmt. e. Here, the communication occurred in Wisconsin, the state with the most significant relationship to the communication, and there was no prior relationship between the hospital and Heaney. Furthermore, there is no strong public policy reason in Minnesota for excluding the evidence. On the contrary, the state’s interest in prosecuting those who violate the state’s criminal vehicular operation laws counsels admission of the evidence. See, e.g., State v. Oevering, 268 N.W.2d 68 (Minn.1978) (<HOLDING>); State v. Lee, 585 N.W.2d 378 (Minn.1998) Options: A. holding that a traffic stop is reasonable under the fourth amendment when police have probable cause to believe a traffic infraction has occurred B. holding that the natural exigency related to the collection of bloodalcohol evidence justifies a nonconsensual bloodalcohol test when a minnesota peace officer has probable cause to believe that criminal vehicular operation has occurred C. holding a warrantless arrest by a law officer is reasonable under the fourth amendment where there is probable cause to believe that a criminal offense has been or is being committed D. holding that if an officer smells the odor of marijuana in circumstances where the officer can localize its source to a person the officer has probable cause to believe that the person has committed or is committing the crime of possession of marijuana and thus has authority to arrest him without a warrant in a public place E. holding that a police officer had probable cause to arrest an alleged shoplifter based upon the uncorroborated report of a single security guard and stating that when an officer has received information from some person normally the putative victim or eye witness who it seems reasonable to believe is telling the truth he has probable cause

assistant: The best answer is B. holding that the natural exigency related to the collection of bloodalcohol evidence justifies a nonconsensual bloodalcohol test when a minnesota peace officer has probable cause to believe that criminal vehicular operation has occurred
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall pay prior to delinquency all taxes, assessments, levies and charges imposed by any public or quasi-public authority or utility company which are or which may become a lien upon or cause a loss in value of the Subject Property or any interest therein as provided in Section 5.01(e) of the Credit Agreement. Borrower shall also pay prior to delinquency all taxes, assessments, levies and charges imposed by any public authority upon Beneficiary by reason of its interest in any Security Obligation or in the Subject Property, or by reason of any payment made to Beneficiary pursuant to any Security Obligation; provided , however , Borrower shall have no obligation to pay taxes which may be imposed from time to time upon Beneficiary and which are measured by and imposed upon Beneficiary’s net income.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: • use , display , mirror or frame the site , or any individual element within the site or services , academia.edu 's name , any academia.edu trademark , logo or other proprietary information , or the layout and design of any page or form contained on a page , without academia.edu 's express written consent ;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties agree that any initial public announcement of the execution of this Agreement will be in the form of a mutual press release to be agreed upon by the Parties; provided, that the Parties will also agree on the timing of such public announcement. After such press release is published, each Party will be entitled to make or publish any public statement consistent with the contents thereof. Except as set forth in the preceding sentence, no press release, announcement, publicity or other form of public written disclosure related to this Agreement will be permitted by either Party unless the other Party has indicated its consent to the form of the release in writing. This Section 21 will not apply to any disclosure that is deemed necessary, in the reasonable judgment of the responsible Party, to comply with Applicable Laws or any securities exchange listing requirements.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: for purposes of this section , `` test issue '' means : ( i ) the inability to complete the test due to a failure in the websites or the apps , or ( ii ) test results are delivered more than 48 hours after the test is completed .

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: case in a court of law. The court of law would then have to decide whether the entire contract is valid simply in order to determine whether the arbitration clause is valid such that the case may be submitted to arbitration. Obviously, however, at this point res judicata would render any action taken by an arbitrator superfluous and irrelevant, and thus defeat the entire purpose of the arbitration clause, since the court of law would have already decided the larger substantive issue of contractual validity. The law under the FAA and Buckeye, therefore, mandates a different result. In the wake of Buckeye, courts have ruled that challenges to the entire contract, such as this one, are subject to arbitration. See, e.g., Sleeper Farms v. Agway, Inc., 506 F.3d 98, 102-03 (1st Cir.2007) (<HOLDING>); Community State Bank v. Strong, 485 F.3d 597, Options: A. holding that while the determination of the scope of an arbitration agreement is for the court the enforcement of pleading requirements before the arbitrator is a procedural matter for the arbitrator B. holding that the arbitrator was without jurisdiction to consider an issue which was not included in the written notice of arbitration and was added on the first day of the arbitration hearing C. holding if the claim is fraud in the inducement of the arbitration clause itself an issue that goes to the making of the agreement to arbitrate the federal court may proceed to adjudicate it otherwise claims involving the contract generally should be decided by the arbitrator D. holding that the issue of whether contract which contained arbitration agreement was illegal should be properly decided by arbitrator not court E. holding that a court should decide whether the arbitration contract bound parties who did not sign the agreement

assistant: The best answer is D. holding that the issue of whether contract which contained arbitration agreement was illegal should be properly decided by arbitrator not court
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: indicate a seizure, including “ ‘some physical touching of the person of the citizen.’” Id at 781 (quoting United States v. Mendenhall, 446 U.S. 544, 554, 100 S.Ct. 1870, 1877, 64 L.Ed.2d 497 (1980)). In the process of waking Ries up, the officers grabbed his hands, placed him in handcuffs, rolled him over, and patted the outside of his clothing. We are convinced that a reasonable person, under the totality of these circumstances, would not feel free to leave. Accordingly, we conclude that a seizure occurred. Having determined that Ries was seized, we turn to whether the pat search falls within an exception to the warrant requirement. The district court concluded that the search fell within the emergency-aid exception. See State v. Lemieux, 726 N.W.2d 783, 788-90 (Minn. 2007) (<HOLDING>); see also Lopez, 698 N.W.2d at 23 (concluding Options: A. holding that officers warrantless entry was justified to assure safety of person who called 911 B. holding warrantless entry of residence was justified by need to search for intruders or injured occupants C. holding that it is permissible under the fourth amendment to detain occupants of a residence while executing a search warrant of the residence D. holding warrantless search of vehicle was improper where car was not stopped on a highway but was parked at a residence with no occupants inside or near the vehicle and capable of being driven away by the turn of an ignition key E. holding that in every warrantless entry into private residence state has burden to demonstrate that exigencies of situation made entry imperative

assistant: The best answer is B. holding warrantless entry of residence was justified by need to search for intruders or injured occupants
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 a contract mandated by statute or regulation, the claimant is subject to liability under the Act for submitting a false claim if that certification of compliance is known by the claimant to be false. The Defendants nonetheless contend that their certification could not have constituted a “false claim” because the government had knowledge of the falsity of the certification when it remitted payment. While we acknowledge that gov ernment knowledge of the falsity of a claim might, under limited circumstances, be a defense to an action under the FCA, see infra Part IV, we find it difficult to comprehend how the government’s awareness that a claimant’s submission was false would in any way affect the truth or falsity of the U.S. 414, 419-20, 110 S.Ct. 2466, 110 L.Ed.2d 387 (1990) (<HOLDING>). We decline to depart from this longstanding Options: A. holding that this court erred in concluding that richmond stands for the proposition that equitable estoppel will not lie against the government for any monetary claim and remanding for consideration of the facts supporting the estoppel claim B. holding in the case of complete subordination that no action lies against the debtor but that a separate action may lie against a guarantor C. recognizing difference between tolling and equitable estoppel D. recognizing cause of action for equitable estoppel under erisa E. recognizing that equitable estoppel will not lie against the government as it lies against private litigants and acknowledging merrill as the leading case in the courts modern line of estoppel decisions

assistant: The best answer is E. recognizing that equitable estoppel will not lie against the government as it lies against private litigants and acknowledging merrill as the leading case in the courts modern line of estoppel decisions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not be unreasonably withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or the NYSE MKT, without the prior written consent of such Investor, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by other law or regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

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: If any Borrower shall default in payment or performance of any of the Guaranteed Liabilities, whether principal, interest, premium, fee (including, but not limited to, loan fees and Attorney Costs), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of the Floorplan Credit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Floorplan Credit Agreement, then any or all of the Guarantors will, upon demand thereof by the Administrative Agent, fully pay to the Administrative Agent, for the benefit of the Floorplan Secured Parties, subject to any restriction on each Guarantor’s Obligations set forth in Section 1 hereof, an amount equal to all the Guaranteed Liabilities then due and owing or declared or deemed to be due and owing. For purposes of this Section 2 , the Guarantors acknowledge and agree that “Guaranteed Liabilities” shall be deemed to include any amount (whether principal, interest, premium, fees) which would have been accelerated in accordance with Section 8.02 of the Floorplan Credit Agreement but for the fact that such acceleration could be unenforceable or not allowable under any Debtor Relief Law.

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: no coercive or extortionate objective.” Framingham Auto Sales, Inc. v. Workers’ Credit Union, 41 Mass.App.Ct. 416, 418 (1996). While the jury did find that Killian breached some aspects of the parties’ contract causing the defendant $10,648 in damages, a breach of contract is insufficient as a matter of law to establish liability under c. 93A. At best, “[t]his [is] an ordinary contract dispute!.]” Kobayashi v. Orion Ventures, Inc., 42 Mass.App.Ct. 492, 505 (1997). There is no evidence of any “conduct that was unethical, immoral, oppressive, or unscrupulous.” Id. (finding mere breach of lease insufficient to establish 93A violation); accord, Madan, 26 Mass.App.Ct. At 762-63 (rejecting 93A claim resting upon breach of lease); Gopen v. Am. Supply Co., Inc., 10 Mass.App.Ct. 342, 348 (1980) (<HOLDING>); Dowse, Inc. v. Brockunier, No. 9129, 1992 Options: A. holding that a limitation of liability provision in a sales contract was enforceable to bar a breach of warranty claim brought pursuant to glc 93a 11 B. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees C. holding tenants leasing house by oral agreement were coinsureds both landlord and tenants had liability insurance D. holding that tenants had standing to bring fourth amendment claim where tenants were threatened with eviction unless they consented to allegedly unreasonable warrantless searches E. holding tenants vacating premises allegedly in breach of a lease was not enough to trigger c 93a liability

assistant: The best answer is E. holding tenants vacating premises allegedly in breach of a lease was not enough to trigger c 93a liability
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 warranties, representations, certifications and covenants made by or on behalf of the Loan Parties herein shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the execution of this Agreement, regardless of any investigation made by or on behalf of the Administrative Agent and the Lenders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries maintain, and have maintained without interruption for the last three (3) years, policies covering risks and events and in amounts adequate for the Company and its Subsidiaries and customary in the industry in which the Company and its Subsidiaries operate. There are no outstanding material unpaid claims under any such policy, and neither the Company nor any of its Subsidiaries has received (a) any refusal of coverage or any notice that a defense will be afforded with reservation of rights, or (b) any notice of cancellation or non-renewal of any such policy or binder.

assistant: Insurances
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: During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Entities as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Entities.

assistant: Vacations
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 legislature's instream flow and RICD provisions," maj. op. 125. One of the problems the legislature sought to address in limiting the availability of RICDs was the concern that private parties could tie up excessive amounts of water in the stream, with little financial outlay. See Upper CGun-nison, 109 P.8d at 600-01. Diverting water for purposes of a flow-through right, by contrast, requires an appropriator to invest in a diversion structure. Thus, despite its concerns about the notion of instream appropriations, the legislature did not abrogate this court's holding in City of Fort Collins that an appropriator may divert water from a natural stream for beneficial uses including recreational, piscatorial, and wildlife uses. Compare City of Fort Collins, 830 P.2d at 920, 930-31 (<HOLDING>), with § 87-92-103(7) (defining "[dliversion" Options: A. holding that fort collinss nature dam which diverted water from the poudre river into its historic channel past a nature center removes water from its natural course and puts that water to a beneficial use B. holding that a water courts historic use determinations may not be reviewed under the retained jurisdiction provision C. holding that article x 2 of the california constitution dictates the basic principles defining water rights that no one can have a protectible interest in the unreasonable use of water and that holders of water rights must use water reasonably and beneficially D. holding that simply because claimants had diverted the entire run of the water at issue did not give them the ability to claim a right to all the water when they could not and had not put it to beneficial use E. holding that a water right is a property right created by a person appropriating unappropriated water and applying it to a beneficial use

assistant: The best answer is A. holding that fort collinss nature dam which diverted water from the poudre river into its historic channel past a nature center removes water from its natural course and puts that water to a beneficial use
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 PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(m) .

assistant: Waiver Of Jury Trials
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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: Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose; provided that this Section 7.10 shall not restrict (a) Borrower from using such proceeds to purchase, redeem or otherwise acquire its Equity Interests in accordance with the restrictions thereon set forth in Section 7.06(e) , provided that Borrower immediately retires and cancels any such Equity Interests (and, to the extent such Equity Interests consist of Borrower’s capital stock, shall not retain such capital stock as treasury stock) or (b) Borrower or its Subsidiaries from using such proceeds to acquire at least ninety (90%) of all of the issued and outstanding margin stock of a Person to effectuate a short form merger with such Person permitted by Section 7.02 and Section 7.04 , provided that Borrower shall immediately de‑list and de‑register all such margin stock immediately following such acquisition thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on or after June 30, 1994, to register as sex offenders. Id. at 373. In 2001, the Act was amended to require all offenders con-vieted of certain sex offenses to register as sex offenders regardless of conviction date. Id. The State determined that Wallace was required to register under the Act, but our supreme court held that the Act, as applied to Wallace, violated the prohibition on ex post facto laws contained in the Indiana Constitution "because it impose[d] burdens that [had] the effect of adding punishment beyond that which could have been imposed when his erime was committed." Id. at 384. We note that Herron has waived his ex post facto argument because he did not present the issue to the trial court. See Saunders v. State, 848 N.E.2d 1117, 1122 (Ind.Ct.App.2005), trams. demied (<HOLDING>). Waiver notwithstanding, the Act is not an ex Options: A. holding that an issue not presented to the trial court will not be considered on appeal B. holding that a party may not raise a claim on appeal that was not presented to the trial court C. holding that a party may not raise an issue for the first time on appeal D. holding that complaint on appeal must be the same as that presented in the trial court E. holding that a deposition that was not presented to the trial court could not be considered on appeal

assistant: The best answer is B. holding that a party may not raise a claim on appeal that was not presented to the trial court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “(a) his failure to exercise reasonable care increases the risk of such harm, or “(b) he has undertaken to perform a duty owed by the other to the third person, or “(c) the harm is suffered because of reliance of the other or the third person upon the undertaking.” 32 . Hart v. Ludwig, 347 Mich. 559, 79 N.W.2d 895 (1956); see also Forwell v. Keaton, 396 Mich. 281, 240 N.W.2d 217 (1976) reversing 51 Mich.App. 585, 215 N.W.2d 753 (1974); see Ray v. TransAmerica Insurance Co., 46 Mich. App. 647, 208 N.W.2d 610 (1973) (Mich, adoption of § 324A). 33 . See In re Franklin National Bank Securities Litigation, 445 F.Supp. 723, 731 (E.D.N.Y.1978). 34 . 350 U.S. 61, 76 S.Ct. 122, 100 L.Ed. 48 (1955). 35 . Neal v. Bergland, 646 F.2d 1178 (6th Cir. 1981). 36 . 447 F.Supp. 1160, 1187-8 (E.D.Pa.1978) (<HOLDING>). Judge Lively makes a similar analysis in Options: A. holding no liability existed under the circumstances B. holding no individual liability under the adea C. holding that no consideration existed for part of the settlement D. holding that standing existed E. holding no defamation existed

assistant: The best answer is A. holding no liability existed under the circumstances
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: Supreme Court precedent prohibits states from taxing Indian reservation lands or Indian income from activities carried on within the boundaries of the reservation absent congressional consent. McClanahan v. Arizona State Tax. Comm’n, 411 U.S. 164, 93 S.Ct. 1257, 36 L.Ed.2d 129 (1973); Mescalero Apache Tribe v. Jones, 411 U.S. 145, 148, 93 S.Ct. 1267, 1270, 36 L.Ed.2d 114 (1973); Moe v. Salish and Kootenai Tribes, 425 U.S. 463, 475-81, 96 S.Ct. 1634, 1642-45, 48 L.Ed.2d 96 (1976). However, similarly well established Supreme Court precedent permits states to require that Indian retailers on reservations collect and remit sales tax earned on sales made to non-Indians or to Indians who are not members of the tribe governing the reservation. See Moe, 425 U.S. at 481-83, 96 S.Ct. at 1645-46 (<HOLDING>); Oklahoma Tax Comm’n v. Potawatomi Tribe, 498 Options: A. holding that a states interest in the integrity of its property tax system lies at the core of the states sovereignty it is impossible to imagine that a state government could continue to exist without the power to tax B. holding that states have authority to tax sales of cigarettes to nonmembers of the tribe C. holding that montana could require indians who sold cigarettes to nontribal members to add the states tax to the sale price of the cigarettes and thereby aid the states collection and enforcement of the tax D. holding that registration requirements that aid in the collection of taxes are valid exercise of congress power to tax E. holding that state could require indian tribe to affix tax stamps purchased from the state to individual packages of cigarettes prior to the time of sale to nonmembers of the tribe and that state has power off the reservation to seize unstamped cigarettes as contraband

assistant: The best answer is C. holding that montana could require indians who sold cigarettes to nontribal members to add the states tax to the sale price of the cigarettes and thereby aid the states collection and enforcement of the tax
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: diversity between adverse parties that arises from a single accident." 28 U.S.C. § 1441(e)(1)(A) permits removal of a civil action to a federal district court if "the action could have been brought in a United States district court under 1369 of this title ...." 7 . Nor do we, as we affirm the district court's jurisdiction under CAFA. 8 . 28 U.S.C. § 1332(d)(1)(B); see also 28 U.S.C. § 1453(a) (“Definitions. — In this section, the terms 'class’, ‘class action’, 'class certification order’, and ‘class member’ shall have the meanings given such terms under section 1332(d)(1).”). 9 . See, e.g., Wilson v. Omaha Indian Tribe, 442 U.S. 653, 658, 666-67, 99 S.Ct. 2529, 61 L.Ed.2d 153 (1979) (citing United States v. Cooper Corp., 312 U.S. 600, 604-05, 61 S.Ct. 742, 85 L.Ed. 1071 (1941)) (<HOLDING>); see also Will v. Mich. Dep’t of State Police, Options: A. holding that under 28 usc 194 applying to land disputes between a tribe and a white person a state was not a person but observing that there is nevertheless no hard and fast rule of exclusion and much depends on the context the subject matter the legislative history and executive interpretation B. holding that a state agency is not a person subject to suit under federal false claims act C. holding that a state is not a person under 42 usc 1983 D. holding that a state is not a person within the meaning of 1983 E. holding that a person who cut and removed timber pursuant to the direction of the person in possession of the property but without the written consent of the company holding legal title to the land could be held liable under the gtccs

assistant: The best answer is A. holding that under 28 usc 194 applying to land disputes between a tribe and a white person a state was not a person but observing that there is nevertheless no hard and fast rule of exclusion and much depends on the context the subject matter the legislative history and executive interpretation
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: one caveat, however, which turns out to be important in this case. The claimant cannot invoke the presumption by producing an X-ray that simply constitutes evidence of the presence of pneumoconiosis. Mullins Coal, 484 U.S. at 147, 108 S.Ct. at 433-34; Cook v. Director, OWCP, 816 F.2d 1182, 1185 (7th Cir.1987). The chest X-ray produced by the claimant must show the presence of pneumoconiosis by a preponderance of the evidence. Mullins Coal, 484 U.S. at 147-52, 108 S.Ct. at 433-36. The effect of the presumption is to shift both the burden of production and of persuasion to the employer. Amax Coal Co. v. Director, OWCP, 772 F.2d 304, 305 (7th Cir.1985); Peabody Coal Co. v. Hale, 771 F.2d 246, 248 n. 2 (7th Cir.1985). But see Underhill v. Peabody Coal Co., 687 F.2d 217, 222 (7th Cir.1982) (<HOLDING>). The presumption may be rebutted by showing Options: A. holding without extended discussion that the presumption shifts only the burden of production B. holding that section 523a2c shifts the burden of production and not the burden of proof on the issue of intent only C. holding employer satisfied its burden of production D. holding that burden shifts to nonmovant to raise issue of fact E. holding that the presumption of legitimacy shifts the burden of persuasion to the putative father to establish that he did not father the child

assistant: The best answer is A. holding without extended discussion that the presumption shifts only the burden of production
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the fees payable to Citigroup Global Markets Inc. and Goldman, Sachs & Co., which shall be paid by Parent, none of Parent, the Sellers, the Companies or the Subsidiaries have paid or become obligated to pay any fee or commission to any broker, finder or other intermediary who might be entitled to any fee or commission in connection with the transactions provided for herein or in connection with the negotiation thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Parent MLP, nor the Borrower nor any other Restricted Subsidiary will enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Parent MLP) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Americans with Disabilities Act may be waiveable, it is unnecessary for the court to make this determination because the collective bargaining agreement “does not contain a clear and unmistakable waiver of the covered employees’ rights ....” Id. at 82, 119 S.Ct. 391 (emphasis added). Of particular relevance to this case is the Court’s statement wherein it indicated that protection from ambiguous or unclear waivers is even more necessary when a “substantive right” is involved, as here. See id. at 80, 119 S.Ct. 391 (stating although the right to a judicial forum “is not a substantive right ... [it] is of sufficient importance to be protected against less-than-explicit union waiver in a CBA”) (citing Metro. Edison Co. v. NLRB, 460 U.S. 693, 709-10, 103 S.Ct. 1467, 75 L.Ed.2d 387 (1983)) (<HOLDING>) (emphasis added). Underlying both of these Options: A. holding that although a union may waive a members substantive statutory right under the national labor relations act to be free from having a private employer discourage membership in any labor organization such waiver did not occur because such waiver must be established clearly and unmistakably B. holding that two entities were a single employer and therefore that their gross receipts could be totaled together to establish jurisdiction under the national labor relations act C. holding that a district court may have jurisdiction over action taken by the national labor relations board despite an express statutory finality provision when the agency has acted in excess of its delegated powers and contrary to a specific prohibition in the national labor relations act D. holding ports authority was not an employer subject to the jurisdiction of the national labor relations board E. holding that the but for test applied in a mixed motive case under the national labor relations act

assistant: The best answer is A. holding that although a union may waive a members substantive statutory right under the national labor relations act to be free from having a private employer discourage membership in any labor organization such waiver did not occur because such waiver must be established clearly and unmistakably
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall create a continuing collateral assignment, pledge and first priority security interest in, and Lien on, the Pledged Collateral and shall continue in full force and effect until all of the Secured Obligations (other than any contingent obligations that survive the termination of this Agreement, the Credit Agreement and the other Loan Documents) shall have been paid and performed in full and satisfied, and the commitments of the Pledgee (and Lenders) under the Credit Agreement shall have terminated. Subject to any sale or other disposition by the Pledgee of the Pledged Collateral or any part thereof pursuant to this Agreement, the Pledged Collateral shall be returned to the Pledgors upon full payment, satisfaction and termination of the Secured Obligations . To the extent that any Pledgor or any other Person on behalf of a Pledgor makes a payment or payments of the Secured Obligations to the Pledgee, or the Pledgee enforces the security interests or exercises its set-off rights, and such payment(s) or the proceeds of such enforcement or set-off are subsequently rescinded or must otherwise be restored by any holder of any Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Secured Obligations and this Agreement and all Liens, rights and remedies therefor, shall be automatically reinstated to such extent. Upon termination of this Agreement, the Pledgee shall forthwith assign, transfer and deliver to the Pledgors such of the Pledged Collateral as may be in the possession of the Pledgee and as shall not have been sold or otherwise applied pursuant to the terms hereof, and shall promptly execute and deliver to the Pledgors such documents as are reasonably necessary to evidence the termination of the Liens created hereby.

assistant: Terminations