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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the premiums or assessments have been held to be taxes, because there are no potential creditors with like claims. See, e.g., In re Metro Transp. Co., 117 B.R. 143, 154 (Bankr.E.D.Pa.1990) (distinguishing Pennsylvania’s workers’ compensation statute from monopolistic schemes in other states, where “premium payments” were held to be “excise taxes,” and holding that premium payments to Pennsylvania’s workers’ compensation fund were not “excise taxes,” because the Pennsylvania statute allowed a self-insurance option). Characterizations by courts of reimbursement claims, on the other hand, have been mixed. The following courts, applying Lorber, (or at least accepting the elements of the Lorber test), have held that reimbursement claims were not “excise taxes”: In re Payne, 27 B.R. at 817 (<HOLDING>); In re Chateaugay Corp., 153 B.R. at 640-41 Options: A. holding that kansas workers compensation reimbursement claims were not excise taxes because the nontax characteristics of the obligation outweighed the tax characteristics B. holding that claims for the breach of the duty of good faith and fair dealing against workers compensation insurance carrier did not arise under the state workers compensation statutes but are at most related to those statutes and thus do not come within the ambit of the nonremovability provision of 1445c good faith and fair dealing claims were created by texas common law not by the compensation statute C. holding that under the doctrine the district court should have stayed the diversityjurisdiction case pending the state workers compensation commissions final decision on whether the defendant properly paid certain workers compensation claims D. holding that constitutional challenge to controlled substance excise tax must pursue administrative routes followed by appeal in tax court E. holding that the trial courts authority to initiate workers compensation benefits before the final adjudication was not divested by the legislature and was consistent with the stated purpose of the workers compensation act

assistant: The best answer is A. holding that kansas workers compensation reimbursement claims were not excise taxes because the nontax characteristics of the obligation outweighed the tax characteristics
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: Immediately after the consummation of the transactions contemplated hereby, including (a) the payment of the Purchase Price and any other amounts required to be paid pursuant to Article II , and (b) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Buyer in connection with the transactions contemplated hereby, each of Buyer and its Subsidiaries, including the Company and the Company Subsidiaries, shall be solvent and shall (i) be able to pay its debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities) and (iii) have adequate capital to carry on its business. No transfer of property is being made by Buyer and no obligation is being incurred in connection with the transactions contemplated hereby by Buyer with the intent to hinder, delay or defraud present creditors of Buyer or any of its Subsidiaries. In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you understand and agree that spotify is not responsible or liable for any transaction between you and third party providers of third party applications or products or services advertised on or through the spotify service .

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: Keep its insurable properties insured at all times, against such risks, including fire and other risks insured against by extended coverage, as is customary with companies of the same or similar size in the same or similar businesses (subject to deductibles and including provisions for self-insurance); and maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by the Borrower or any Guarantor, as the case may be, in such amounts and with such deductibles as are customary with companies of the same or similar size in the same or similar businesses and in the same geographic area and in each case with financially sound and reputable insurance companies (subject to provisions for self-insurance). With respect to any Mortgaged Property that is at any time a Special Flood Hazard Property located in a community which participates in the National Flood Insurance Program, the Borrower shall, or shall cause each applicable Loan Party to, comply with the Flood Insurance Requirements. In connection with any Flood Compliance Event, the Administrative Agent shall provide to the Secured Parties evidence of compliance with the Flood Insurance Requirements, to the extent received from the Borrower. The Administrative Agent agrees to request such evidence of compliance at the request of any Secured Party. Unless the Borrower provides the Administrative Agent with evidence of the Flood Insurance as required by this Agreement, the Administrative Agent may purchase such Flood Insurance at the Borrower’s expense to protect the interests of the Administrative Agent and the Secured Parties. The Borrower and each Loan Party shall cooperate with the Administrative Agent in connection with compliance with the Flood Laws, including by providing any information reasonably required by the Administrative Agent (or by any Secured Party through the Administrative Agent) in order to confirm compliance with the Flood Laws. If a Flood Redesignation shall occur with respect to any Mortgaged Property, the Administrative Agent shall obtain a completed Flood Hazard Determination with respect to the applicable Mortgaged Property, and the Borrower shall comply with the Flood Insurance Requirements with respect to such Mortgaged Property by not later than 45 days after the date of the Flood Redesignation or any earlier date required by the Flood Laws.

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: Except to the extent superseded or preempted by federal U.S. law, the rights and obligations of the parties and the terms of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Wisconsin, but without regard to the State of Wisconsin’s conflict of laws rules. The parties further agree that the state and federal courts in Madison, Wisconsin, shall have exclusive jurisdiction over any claim which in any way arises out of Executive’s employment with the Company, including but not limited to any claim seeking to enforce the provisions of this Agreement.

assistant: Jurisdictions
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 of its Subsidiaries (i) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) has all necessary powers, licenses, authorizations, consents and approvals required to carry on its business as now conducted and to own and lease its properties; and (iii) is duly qualified to do business as a foreign corporation, and is in good standing, in every jurisdiction in which its business or properties require such qualification, except, in the case of clause (ii) or (iii), to the extent that the failure to have such powers, licenses, authorizations, consents or approvals or to be so qualified and in good standing could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This letter agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflict of laws provisions thereof). Any action, suit, or other legal proceeding that is excluded from arbitration under Section 16 or 19 hereof shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within the Commonwealth of Massachusetts), and the Company and you each consents to the jurisdiction of such a court, and further hereby irrevocably waives any right to a trial by jury in any such action, suit or other legal proceeding.

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: Actavis admits, solely with respect to the Actavis ANDA, the Actavis Product and the Pending Litigation, that the Litigated Patents, and all the claims contained therein, are valid and enforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: judge expressly stated in his sentencing order that he gave “due regard against inappropriate double consideration” and found that this aggravator merged with another aggravator, i.e., that the murders were committed during the course of a burglary, arson, or robbery; therefore, both aggravators were only “considered as one” by the trial court. See Sentencing Order at 4, 10, State v. Looney, No. 97-215 (Fla.2d Cir.Ct. Feb. 18, 2000). Having merged the two, the trial court was correct in setting forth the basis for doing so, as there is ample evidence in the record to prove Looney benefitted financially from these murders. 32 . Moreover, any argument that this Court should unilaterally reject Dempsey's testimony is also without merit. See Brown v. State, 721 So.2d 274, 282 (Fla.1998) (<HOLDING>). Here, the judge and the jury were made aware Options: A. holding that the function of the trial court on a motion for summary judgment is to determine whether issues of fact exist and not to decide the merits of the issues themselves B. holding that the jury is the judge of the weight and credibility given to witness testimony C. holding the question of whether an accomplice is credible and the weight to be given to the testimony are issues for the jury to determine D. holding that defendants truthfulness and the credibility of and weight to be given expert medical testimony are issues of fact for jury E. holding that the applicable rule of procedure vests a successor judge with judicial discretion to review the jury verdict on a motion for new trial on the ground that such verdict was contrary to the weight of the evidence where the record clearly discloses that no question of the credibility of the witnesses or the weight to be given to their testimony will require resolution by him

assistant: The best answer is C. holding the question of whether an accomplice is credible and the weight to be given to the testimony are issues for the jury to determine
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: Steven D. Orr, a Nevada state prisoner, appeals pro se the district court’s summary judgment for defendants in his action alleging that defendants violated his civil rights by failing to protect his identity as a confidential informant, providing him with defective slippers, and reneging on a deal for parole. We have jurisdiction pursuant to 28 U.S.C. § 1291. We review de novo the district court’s summary judgment, Margolis v. Ryan, 140 F.3d 850, 852 (9th Cir.1998), and we affirm. The district court properly granted summary judgment on Orr’s failure to protect claim because the record did not present a triable issue as to whether Fauliss was deliberately indifferent to Orr’s safety. Cf. Wood v. Ostrander, 879 F.2d 583, 588 (9th Cir.1989) (<HOLDING>). Furthermore, Orr failed to create a triable Options: A. holding therefore that although defendants failure to provide plaintiff with sufficient notice of termination and a pretermination hearing violated his right to procedural due process defendants motion for summary judgment should be granted insofar as it seeks to bar plaintiff from recovering more than a nominal amount B. recognizing emotional distress claim brought by patient who argued that sexual intimacy with psychotherapist provided sufficient evidence of actual physical injury to withstand motion for summary judgment C. holding that a plaintiff may not raise a new legal claim in response to summary judgment D. holding that plaintiff who provides evidence of acts more severe than a lack of due care may withstand summary judgment motion on a failure to protect claim E. holding conclusory statements in affidavits and deposition testimony standing alone are insufficient to withstand a properlysupported motion for summary judgment

assistant: The best answer is D. holding that plaintiff who provides evidence of acts more severe than a lack of due care may withstand summary judgment motion on a failure to protect claim
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 provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Board, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Board, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower, the Grantors (as defined in the Collateral Trust Agreement) and the Collateral Trustee acting as directed by an Act of Instructing Debtholders set forth in Section 1.4 below agree on the Restatement Effective Date, that the Guarantee and Collateral Agreement shall hereby be amended and restated in the form of the Second Amended and Restated Guarantee and Collateral Agreement attached hereto as Exhibit C (including the schedules and exhibits thereto) (the “ Restated GCA ”) such that, on the Restatement Effective Date, the terms and provisions set forth in the Restated GCA shall replace the terms and provisions of the Guarantee and Collateral Agreement in their entirety.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: using a formula based on the employee’s salary and years of service. See Otero-Burgos v. Inter Am. Univ., 558 F.3d 1, 7-9 (1st Cir.2009) (providing overview of content and purpose of Law 80). Any claim that Law 80 does more than create a right to severance pay for covered employees is foreclosed by our precedent. See Rodriguez v. E. Air Lines, Inc., 816 F.2d 24 (1st Cir.1987) (rejecting district court’s holding that Law 80 imposed a duty on employers to retain employees with greater seniority when lay-offs became necessary, id. at 25, 28, and holding that “severance pay is the only remedy available under Law 80,” id. at 29). Soto concedes that new employment is valid consideration for the execution of an arbitration agreement, see Hadnot v. Bay, Ltd., 344 F.3d 474, 477 (5th Cir.2003) (<HOLDING>), but argues that continued employment is Options: A. holding that offer of atwill employment is valid consideration to support an arbitration agreement B. holding that a valid contract requires acceptance of an offer C. holding that the faa requires arbitration of age discrimination claims when a valid arbitration agreement exists D. holding offer of continued atwill employment did not constitute consideration for the arbitration agreement E. holding that under new york law employment is atwill unless the duration of an employment contract is set forth explicitly

assistant: The best answer is A. holding that offer of atwill employment is valid consideration to support an arbitration agreement
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 Bank employs Executive as Chief Operating Officer and Treasurer, and Executive accepts such employment, subject to the terms and conditions set forth in this Agreement. Executive also agrees to serve, if appointed or elected, as a member of the Board of Directors (the “Board”) of the Bank or the Company, and as an officer and/or director of any subsidiary or affiliate of the Bank or the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: proof on an insanity acquittee at a release hearing did not violate due process. Id. at 1491-92. 30 . See 18 U.S.C. § 4243(b) (providing that prior to the § 4243 hearing, a court-ordered psychiatric or psychological examination of the insanity acquittee shall be completed and a report shall be filed with the court). 31 . See State v. Platt, 143 Wash.2d 242, 19 P.3d 412, 417 (2001) (en banc) ("If the State had the burden of proof, an insanity acquittee could refuse to participate in testing, prevent the State from obtaining critical information about his mental health, and then seek release because the State cannot prove that he is mentally ill.") (internal quotation marks omitted), cert. denied, - U.S. -, 122 S.Ct. 161, 151 L.Ed.2d 110 (2001). 32 . See, e.g., Williams, 734 F.2d at 1440 (<HOLDING>). 33 . Despite Wattleton's argument to the Options: A. recognizing that the states interest in preventing the premature release of individuals who have already proven their dangerousness to society by committing a criminal act outweighs the acquittees interest in avoiding continued confinement B. recognizing the continued interest of a criminal defendant in frozen property prior to forfeiture C. holding that the government interest in preventing crime is compelling D. recognizing the states interest in preventing deception of consumers E. recognizing the individuals interest in avoiding disclosure of personal matters

assistant: The best answer is A. recognizing that the states interest in preventing the premature release of individuals who have already proven their dangerousness to society by committing a criminal act outweighs the acquittees interest in avoiding continued confinement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive agrees, at all times following the Effective Date, not to, directly or indirectly, on his behalf or on behalf of any other person or entity, (a) take any action which is intended, or could reasonably be expected, to harm, disparage, defame, slander, or lead to unwanted or unfavorable publicity for the Company, its subsidiaries or any of their respective affiliates, or its or their respective equityholders, directors, officers, members, managers, partners, employees, representatives or agents, or otherwise take any action which could reasonably be expected to detrimentally affect the reputation, image, relationships or public view of any such person or entity or (b) attempt to do any of the foregoing, or assist, entice, induce or encourage any other person or entity to do or attempt to do any activity which, were it done by Executive, would violate any provision of this Section 7.3; provided, however, that Executive shall not be prohibited by this Section 7.3 from (i) making truthful statements when required by order of a court or other body of competent jurisdiction or as required by law or (ii) solely within the context of seeking judicial enforcement of legal or contractual rights against a person or entity.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you guarantee that any information and other content , such as your profile information and information regarding the contacts contained in your device 's phone book , that you may share with truecaller as a user of the services ( together `` content '' ) , to the best of your knowledge , is correct , not in violation of applicable law , will not corrupt or disrupt the services , and that you have the right to share the content with truecaller in order for truecaller to provide the services and share the content with other users .

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: a level of presumed prejudice and does not require a showing of prejudice as required under Strickland; it imposes the lesser burden of having to prove some adverse impact. 4 . In Dixson v. Quarles, 627 F.Supp. 50 (E.D.Mich.1985), the district court utilized this standard. On appeal, this court approved the district court’s holding and analysis under that standard. Dixson v. Quarles, 781 F.2d 534 (6th Cir.1985), cert. denied, — U.S. -, 107 S.Ct. 411, 93 L.Ed.2d 362 (1986). 5 . Assistant Prosecutor Schigur testified at the magistrate’s evidentiary hearing that he would have considered accepting a plea from a single defendant under those conditions. 6 . But see Baty v. Balkcom, 661 F.2d 391, 396-97 (Former 5th Cir.1981), cert. denied, 456 U.S. 1011, 102 S.Ct. 2307, 73 L.Ed.2d 1308 (1982) (<HOLDING>). This holding of Baty has since been Options: A. recognizing conflict B. recognizing the conflict C. holding the existence of a possible conflict required remand for a determination of whether an actual conflict of interest existed and holding a new trial would be required if an actual conflict existed D. holding that to demonstrate that a conflict of interest violated his sixth amendment rights a defendant must establish that an actual conflict of interest adversely affected his lawyers performance E. holding that habeas petitioner need not demonstrate adverse effect on representation but need only prove an actual conflict to justify habeas relief on account of a conflict of interest

assistant: The best answer is E. holding that habeas petitioner need not demonstrate adverse effect on representation but need only prove an actual conflict to justify habeas relief on account of a conflict of interest
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The audited consolidated financial statements referred to in Section 4.01(b)(i) and the audited financial statements most recently delivered pursuant to Section 6.01(a) give a true and fair view of the consolidated financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: proceedings following the entry of a final judgment. Id. at ¶3. The opposing party filed a motion pursuant to Rule 60(b) seeking relief from the final judgment. Id. The district court granted the motion noting that the discharge of debt created a “terrible disparity between the financial situations of the parties.” Id. at ¶ 11. [¶ 48] A motion under Rule 60(b) would not disrupt our general rule that assets are to be valued as of the date of trial. Rule 60(b) is the proper vehicle uqder which the district court should be asked to determine whether the judgment has been rendered unjust by the change in asset values subsequent to trial. Rule 59(j), N.D.R.Civ.P., is not an appropriate vehicle for considering events occurring after trial. Porter v. Porter, 274 N.W.2d 235, 242 (N.D. 1979) (<HOLDING>); Piper v. Piper, 239 N.W.2d 1, 4 (N.D. 1976) Options: A. holding that the statement of specific grounds in a motion for a new trial waives all other grounds not specified B. holding that trial court did not abuse its discretion in overruling motion for new trial on perjury grounds C. holding that where specific grounds for an objection are stated at trial all other grounds are waived and will not be considered for the first time on appeal D. holding that superior court erred in reversing trial courts order granting new trial and remanding for a new trial limited to apportionment of damages E. holding events occurring after trial are not grounds for a new trial

assistant: The best answer is E. holding events occurring after trial are not grounds for a new trial
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: Analysis ¶ 13 Oklahoma law reflects this State's strong public policy in favor of arbitration. See 12 O.S8. Supp.2006 § 1857(A); see also Towe, Hester & Erwin, Inc. v. Kansas City Fire & Marine Ins. Co., 1997 OK CIV APP 58, ¶ 24, 947 P.2d 594, 599. Section 1857(A) of the New Act declares arbitration agreements "valid, enforceable, and irrevocable except upon a ground that exists at law or in equity for the revocation of a contract." This provision reveals "a clear legislative intent that any disputes arising from the interpretation or application" of such agreements "shall have an immediate and speedy resolution by required arbitration." Voss v. City of Oklahoma City, 1980 OK 148, ¶ 8, 618 P.2d 925, 928; see Bruner v. Timberlane Manor Ltd. P'ship, 2006 OK 90, ¶ 23, 155 P.3d 16, 25 (<HOLDING>). "[Clourts generally look with favor upon Options: A. recognizing a liberal federal policy favoring arbitration in the faa B. recognizing 1857a is a clear expression of oklahomas policy favoring arbitration agreements C. recognizing the supreme courts repeated reaffirmation of new mexicos strong public policy favoring resolution of disputes through arbitration D. recognizing oklahomas policy of allowing regulation instead of competition in waste disposal services E. recognizing oklahomas policy of allowing regulation instead of competition in electricity sales

assistant: The best answer is B. recognizing 1857a is a clear expression of oklahomas policy favoring arbitration agreements
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Payment to the Assignor by the Assignee in respect of the settlement of the assignment of the Assigned Interest shall be paid by Assignee directly to the Assignor and shall include all unpaid interest that has accrued in respect of the Assigned Interest through the Affiliate Assignment Effective Date. No interest shall accrue with respect to the Assigned Interest from and after the Affiliate Assignment Effective Date and such Assigned Interest shall, from and after the Affiliate Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding.

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: grants the Trustee — as successor to the Debtor — discretion to pay proceeds for an indemnifiable loss either to the D/O’s directly or to himself on behalf of the estate. See Motion, ¶ 13. ProFutures reads the Policy differently. It maintains that the Policy gives complete priority to non-indemniflable claims over indemnifiable or other claims. See Objection ¶¶ 20, 23. As the claims it raises give rise to a non-indemnifiable loss, ProFutures concludes, the proceeds are payable directly to the D/O’s for ProFutures’ benefit. This excludes the proceeds from the definition of property of the estate. Insurance Policies, Proceeds and Property of the Estate Because corporations pay for and own insurance policies, courts considering the question have concluded that the pol (Bankr.S.D.Fla.2001) (<HOLDING>). Regardless of which methodology this Court Options: A. holding that because no claims had been filed against the debtor existence of entity coverage did not make proceeds property of the estate B. holding that entity coverage inapplicable because there were no remaining securities claims against the debtor C. holding that claims alleging that the debtor fraudulently induced the claimants to retain securities they had purchased from the debtor arise from the purchase or sale of those securities for purposes of 510b D. holding that existence of entity coverage was sufficient to bring proceeds into estate notwithstanding absence of claim against debtor corporation E. holding that when governmental entity asserts affirmative claim for monetary damages against party entity does not have immunity from partys claims germane to connected to and properly defensive to claims asserted by the entity to the extent any recovery on those claims will offset any recovery by entity

assistant: The best answer is B. holding that entity coverage inapplicable because there were no remaining securities claims against the debtor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree that in the event you incur any damages , losses or injuries that arise out of instagram 's acts or omissions , the damages , if any , caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any web site , service , property , product or other content owned or controlled by the instagram parties , and you will have no rights to enjoin or restrain the development , production , distribution , advertising , exhibition or exploitation of any web site , property , product , service , or other content owned or controlled by the instagram parties .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are using the services on behalf of any entity , you represent and warrant that you are authorised to accept these terms on such entity 's behalf and that such entity agrees to be responsible to us if you or that entity violate these terms .

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 execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the premises on which the proffered expert witness based his or her analysis; (2) by authoritative scientific and legal writings indicating that the scientific community accepts the premises underlying the proffered testimony; and (3) by judicial opinions that indicate the expert’s premises have gained general acceptance. [Kelly, supra, 97 N.J. at 210, 478 A.2d 364 (citing State v. Cavallo, 88 N.J. 508, 521, 443 (admitting hypnotically refreshed testimony when subjected to strict safeguards ensuring reliability of hypnotic procedure); State v. King, 215 N.J.Super. 504, 518-20, 522 A.2d 455 (App.Div.1987) (finding isoenzyme test, which detects presence in blood of six distinct enzyme systems, held scientifically reliable); Williams, supra, 252 N.J.Super. at 378-83, 599 A.2d 960 (<HOLDING>). 3. General Acceptance Proof of general Options: A. holding that dq alpha and polymarker testing are sufficiently reliable under daubert and have achieved general acceptance within relevant scientific community B. holding that blood tests do not infringe significant privacy interests C. holding that the best interest of the child was the proper standard to apply in determining whether blood tests should be conducted D. holding blood test taken for independent medical purpose is not same as blood test taken pursuant to section 3755a E. holding pcrdq alpha test and gmkm blood tests sufficiently reliable to be admitted at trial

assistant: The best answer is E. holding pcrdq alpha test and gmkm blood tests sufficiently reliable to be admitted at trial
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: Eastman Kodak Co. v. Photaz Imports Ltd., Inc., 853 F.Supp. 667, 679 (W.D.N.Y.1993) (finding venue proper where infringement occurred and denying transfer because of insufficient showing of inconvenience), aff'd, 28 F.3d 102 (2d Cir.1994); Radical Products, Inc. v. Sundays Distrib., 821 F.Supp. 648, 649-50 (W.D.Wash.1992) (citing Sidco, infra, for the proposition that venue was proper in either of two districts in which infringement occurred); Habitat Wallpaper & Blinds, Inc. v. K.T. Scott, Ltd., 807 F.Supp. 470, 474 (N.D.Ill.1992) (having concluded that venue in either of two districts was proper because infringement occurred in both, court then considered convenience issues to determine proper venue); NLC, Inc. v. LENCO Electronics, Inc., 798 F.Supp. 1419, 1423 (E.D.Mo.1992) (<HOLDING>); Dave Guardala Mouthpieces, Inc. v. Sugal Options: A. holding venue proper where proper when the action was commenced B. holding without comment that venue in a trademark infringement case is proper where infringement occurred C. holding that venue is proper in any judicial district in which the corporation is doing business D. holding that venue was proper in district where underlying transactions and investments occurred and was not limited to district where party filed arbitration request E. holding that a patent infringement action is essentially a tort

assistant: The best answer is B. holding without comment that venue in a trademark infringement case is proper where infringement 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 case excerpt and choose the best holding from the options. Case excerpt: Casino, 464 F.3d 1044, 1047 (9th Cir. 2006) (reasoning that a tribe’s statements in an employment application "[a]t most ... might imply a willingness to submit to federal lawsuits, but waivers of tribal sovereign immunity may not be implied”). 8 . C & L Enterprises’s clarification that a tribe need not use any particular words to effect a clear waiver did not alter the settled principle that the waiver must be explicit and cannot be implied. See 532 U.S. at 420, 121 S.Ct. 1589 (rejecting the view that a waiver of tribal immunity “is implicit rather than explicit only if [the] waiver ... use[s] the words 'sovereign immunity' ” (quoting Sokaogon Gaming Enter. Corp. v. Tushie-Montgomery Assocs., Inc., 86 F.3d 656, 659-60 (7th Cir. 1996))); see also Demontiney, 255 F.3d at 812-13 & n.5 (<HOLDING>). 9 . Bodi has not argued that any language in Options: A. holding that provisions in a contract established only the tribes willingness to face suit in tribal court and not an explicit waiver of tribal immunily like that in c l enterprises emphasis added internal quotation marks omitted B. recognizing that tribes have an interest in a uniform body of federal law in the area of tribal immunity C. holding that a tribal housing authority established by tribal council pursuant to its powers of selfgovernment was a tribal agency rather than a separate corporate entity created by the tribe D. holding that federal courts do not have jurisdiction to interpret a tribal constitution or tribal laws E. holding that disputes involving questions of interpretation of a tribal constitution and tribal law is not within the jurisdiction of the district court

assistant: The best answer is A. holding that provisions in a contract established only the tribes willingness to face suit in tribal court and not an explicit waiver of tribal immunily like that in c l enterprises emphasis added internal quotation marks omitted
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: From and after the date hereof, Purchaser shall, and shall cause its Representatives to maintain in confidence, not disclose to any third party, except as necessary to effect the Contemplated Transactions, without the prior written consent of Sellers, and not use to the detriment of any Seller, any Seller Confidential Information relating to or obtained from any Seller or its Representatives; provided , however , if Purchaser, its Representatives or anyone to whom such parties have transmitted any Seller Confidential Information become legally compelled to disclose any such Seller Confidential Information, Purchaser shall provide the respective Seller with prompt notice of such legal obligation. Upon the Closing by Purchaser, the restrictions contained in this Section 7.6 shall not apply to confidential or proprietary information related primarily to the Purchased Assets, the Assumed Liabilities or the Business and shall not apply to Purchaser’s actions to enforce any rights or claims of Purchaser under this Agreement or performing Purchaser’s obligations under this Agreement. Purchaser may disclose any Seller Confidential Information to its Representatives who need to know it for the purpose of effectuating the Contemplated Transactions. Purchaser shall inform its Representatives having access to Seller Confidential Information of such obligation of confidentiality.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized capital stock of the Company consists of: (i) authorized shares of Common Stock, $ par value per share, of which shares are issued and outstanding; and (ii) Series A preferred stock - $.001 par value; 200,000,000 shares authorized; 474,000 shares issued and outstanding; and (iii) Series B preferred stock - $.00001 par value; 10 shares authorized; 1 share issued and outstanding; and (iv) Series C preferred stock - $.00001 par value; 50,000,000 shares authorized; 2,406,191 shares issued and outstanding; (v) Series D preferred stock - $.00001 par value; 10,000,000 shares authorized; no shares issued and outstanding; no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Security Agreement and the other Loan Documents (i) are valid, binding and enforceable against Grantor and Secured Party in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof; and (iii) are the final expression of the intentions of Grantor and Secured Party. No promises, either expressed or implied, exist between Grantor and Secured Party, unless contained herein or therein. This Security Agreement, together with the other Loan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Security Agreement and the other Loan Documents. This Security Agreement and the other Loan Documents are the result of negotiations between Secured Party and Grantor and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties. Accordingly, this Security Agreement and the other Loan Documents shall not be construed more strictly against Secured Party merely because of Secured Party's involvement in their preparation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subtenant shall not assign, sublease, mortgage, pledge or hypothecate its subleasehold interest or any part thereof, whether by operation of law or otherwise, without the prior written approval of Sublandlord, which approval shall not be unreasonably withheld conditioned or delayed. Any purported assignment, sublease or other pledge or conveyance in violation of this provision shall be null, void and of no legal effect. The merger of Subtenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Subtenant, or the assignment of a substantial portion of the assets of Subtenant, whether or not located at the Premises, shall not constitute an assignment hereunder.

assistant: Assignments