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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the documents executed pursuant hereto supersede all negotiations, agreements and understandings among the Parties with respect to the subject matter hereof(except for anyconfidentiality agreements signed between any of the Parties before execution of this Agreement, which the Parties agree will terminate as of the Closing) and constitute the entire agreement among the Parties with respect thereto.

assistant: Integration
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 Issuers and the Guarantors hereby submit to the non-exclusive jurisdiction of any U.S. federal or state court located in the Borough of Manhattan, the City and County of New York in any action, suit or proceeding arising out of or relating to or based upon this Agreement or any of the transactions contemplated hereby, and the Issuers and the Guarantors irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding in any such court arising out of or relating to this Agreement or the transactions contemplated hereby and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except to the extent that the failure to do so, other than with respect to the Borrower, would not reasonably be expected to result in a Material Adverse Effect ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.03 or any Disposition permitted by Section 7.04 .

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 case excerpt and choose the best holding from the options. Case excerpt: that HHB&T complied with the terms of the escrow agreement. Young, however, alleges that SAFIG orally agreed that the loan proceeds would remain on deposit at HHB&T until SAFIG issued the surety bond. The escrow agreement, which was in the bank’s official records, does not contain or reference the oral agreement, however. Nor does any other document in the bank’s records memorialize the oral agreement. The D’Oench doctrine, therefore, prevents Young from bringing a claim based on the unrecorded oral agreement. Young, however, argues that neither the D’Oench doctrine nor section 1823(e) bars his claims. He contends that the D’Oench doctrine does not apply because he falls under the “innocent borrower exception.” He contends that section 1823(e) does not apply beca (5th Cir.1994) (<HOLDING>); In re 604 Columbus Ave. Realty Trust, 968 Options: A. holding that the fifth circuit does not recognize an innocent borrower exception to the doench doctrine B. holding that claims that do not diminish or defeat the fdics interest in any specific asset are nevertheless doench barred in light of the established purpose of the doench doctrine to protect the fdics reliance on the banks records C. holding that the doench doctrine applies even when the customer is completely innocent of any bad faith recklessness or negligence D. holding that the doench doctrine protects the fdic even where the fdic does not have an interest in an asset E. holding that no complete innocence exception to the doench doctrine exists

assistant: The best answer is A. holding that the fifth circuit does not recognize an innocent borrower exception to the doench doctrine
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: S.W.2d 268, 272 (Tex.App.-San Antonio 1992, no pet.); Freeman v. State, 786 S.W.2d 56, 58 (Tex.App.-Houston [1st Dist.] 1990, no pet.). The order approving the revisions to the Texas Rules of Evidence stated that the amended rules take effect clusion by arguing that the retroactive application of current Rule 606(b) disturbs his substantive right to appellate review of his complaint. Although the defendant has a vested, substantive right to legislatively-granted appellate review, he has no vested right in the procedural mechanisms for reviewing his conviction or punishment. See Fowler v. State, 991 S.W.2d 258, 261 (Tex.Crim.App.1999) (procedural mechanisms for reviewing conviction not a vested and substantive right); Montez v. State, 975 S.W.2d 370, 372 (Tex.App.-Dallas 1998, no pet.) (<HOLDING>). Therefore, the trial court’s application of Options: A. holding rules of appellate procedure are obviously procedural in nature B. holding that procedural rules are presumptively nonretroactive C. recognizing appellate courts are not free to rewrite rules D. holding rules of procedure interpreted in same manner as statutes E. holding that new rules of criminal procedural are generally not retroactive

assistant: The best answer is A. holding rules of appellate procedure are obviously procedural in nature
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: property. This testimony suggests that the flooding Zink experienced may have been caused by other events and not by the actions of the bog's owner. ¶ 10. The court also heard testimony from an engineer who was hired by Zink to analyze the drainage of surface water from Zink's property and the cranberry marsh. After the engineer admitted that the model he used to conduct his analysis was intended to be used on discernable waterways instead of standing surface water, and that he had to "assume" a flow of water in order to apply the model to the surface water on Zink's land, the court found that his study "lack[ed] credibility" and "fail[ed] to establish the proposition for which it [was] offered." See Schorer v. Schorer, 177 Wis. 2d 387, 396-97, 501 N.W.2d 916 (Ct. App. 1993) (<HOLDING>). ¶ 11. Based on the testimony of these Options: A. holding that it is the exclusive province of the judge in nonjury trials to assess the credibility of witnesses and to assign weight to their testimony B. holding that defendants truthfulness and the credibility of and weight to be given expert medical testimony are issues of fact for jury C. holding that the jury is the judge of the weight and credibility given to witness testimony D. holding that the weight and credibility to be given to the opinions of expert witnesses is uniquely within the province of the fact finder in this instance the trial court citation omitted E. holding that the postconviction court is the sole judge of the weight of the evidence and the credibility of witnesses

assistant: The best answer is D. holding that the weight and credibility to be given to the opinions of expert witnesses is uniquely within the province of the fact finder in this instance the trial court citation 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: all such third party travel products are provided by independent travel agents , airlines , hotels , tour operators or other third parties and are subject to the terms and conditions imposed by those third 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 legal provision and list the applicable contract clause categories. Provision: Except as otherwise permitted under Section 7.3 or Section 7.4 , at all times maintain and preserve in full force and effect (a) its existence (including being in good standing, to the extent such concept exists, in its jurisdiction of organization) and (b) all rights and franchises, licenses and permits material to its business; provided , however , that no Loan Party nor any of its Subsidiaries shall be required to preserve any such right or franchise, licenses or permits if (i) such Person shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to Agent or Lenders and (ii) the failure to do so would not reasonably be expected to result in a Material Adverse Change.

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: In addition, you will be eligible to participate in regular health insurance, bonus and other employee benefit plans established by the Company for its employees from time to time. A summary of the benefits currently offered is attached to this letter as Appendix A . The Company reserves the right to change or otherwise modify, in its sole discretion, the preceding terms of employment.

assistant: Benefits
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 Note may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. For the purposes of executing this Note, (a) a document signed and transmitted by facsimile, telecopier or electronic mail shall be treated as an original document; (b) the signature of any party on such document shall be considered as an original signature; and (c) the document transmitted shall have the same effect as a counterpart thereof containing original signatures.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive and the Company (including persons speaking with the authority of the Company whether or not speaking on behalf of the Company) agree to represent the other Party in a positive light and not to disparage or in any way communicate to any person or entity any negative information or opinion concerning the Executive or the Company, its subsidiaries and affiliates, or any of their partners, members, family members, shareholders, officers, directors, executives or agents, or any of them. This provision shall not prohibit either Party from making any statements or taking any actions required by law, or reporting any actions or inactions either Party believes to be unlawful. This provision shall not be interpreted to require or encourage either Party to make any misrepresentations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or indecent act to or in the presence of or with any child under the age of 16 years with the intent to arouse or satisfy the sexual desires of either the child or the person . . . .”). 6 DeLong, 310 Ga. App. at 519-20. 7 Id. at 520 (punctuation omitted). 8 OCGA§ 16-6-4 (a) (1). 9 See DeLong, 310 Ga. App. at 520-21 (1) (sufficient evidence of child molestation when, inter alia, child was found asleep with her underwear “pulled down”). 10 See Westbrooks v. State, 309 Ga. App. 398, 399-401 (1) (710 SE2d 594) (2011) (sufficient evidence to sustain child molestation conviction when, despite lack of detailed testimony by victim at trial, victim’s out-of-court statements describing molestation to others were admitted); Wilkerson v. State, 266 Ga. App. 721, 722 (1) (598 SE2d 364) (2004) (<HOLDING>). 11 See Cantu v. State, 304 Ga. App. 655, 658 Options: A. holding an unborn child is not a child for purposes of criminal prosecution of mistreatment of a child B. holding that simply exposing ones sexual organs to a child can be sufficient proof of child molestation C. holding an unborn child is a child for purposes of prosecuting chemical endangerment of a child D. holding that intentional acts exclusion applies to intentional act of child molestation E. holding that an abuse or molestation exclusion unambiguously covered claim of sexual touching even though terms abuse and molestation were not defined

assistant: The best answer is B. holding that simply exposing ones sexual organs to a child can be sufficient proof of child molestation
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 agrees to pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment to First Amendment and Limited Waiver, including without limitation the reasonable and documented fees and expenses of the Administrative Agent’s legal counsel, in each case, in the manner set forth in Section 10.04 of the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: time for filing objections to discharge, see In re Gaines, 932 F.2d 729 (8th Cir.1991)—are not final. See, e.g., In re Rebear, 89 B.R. 314 (Bankr.N.D.N.Y.1988)(incidental procedural matters not immediately appealable). Those orders pose much less risk of leaving the bankruptcy estate with unwarranted assets or liabilities, or of denying creditors their lawful rights. C. The Finality of the Order in this Case Given the understanding of finality developed above, it is clear that the bankruptcy court’s denial of the motion to convert this ease from Chapter 13 to Chapter 7 is not a final order for purposes of § 158(a)(1). See Stewart v. Kutner, 656 F.2d 1107 (5th Cir. Unit A1981); In re Hebb, 53 B.R. 1003, 1005 (D.Md.1985); In re Klein/Ray Broadcasting, 100 B.R. 509 (9th Cir. BAP 1987)(<HOLDING>). An order denying a motion to convert does not Options: A. holding that a bankruptcy courts decision to convert or dismiss a chapter 11 case is a matter within its discretion B. holding denial of motion to convert from chapter 11 to chapter 7 is interlocutory C. holding that a bankruptcy court is given wide discretion to convert a chapter 11 case to chapter 7 for cause and an order for conversion is reviewed for an abuse of discretion D. holding that an order striking a standing trustees motion to convert a chapter 13 petition to a chapter 7 is interlocutory not final E. holding that a debtors right to convert his or her chapter 7 case is not absolute

assistant: The best answer is B. holding denial of motion to convert from chapter 11 to chapter 7 is interlocutory
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 breach of the Spec Unit Inventory Test shall specifically not be an Event of Default or a Default under this Agreement (except that the same shall result in the exclusion of certain assets from the Borrowing Base to the extent provided for in Section 6.19(f)).

assistant: No Defaults
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: matter jurisdiction is defined as “the power to hear and determine cases of the general class to which any particular proceeding belongs.” K.S., 849 N.E.2d at 540. Here, it is clear that the Marion Superior Court possessed jurisdiction over the general class of cases to which this petition belonged. First American filed a petition for review of an order issued by the Commissioner, head of an administrative agency, as contemplated by the AOPA. See Ind.Code § 4-21.5-5-2. The Commissioner’s argument that First American failed to exhaust its administrative remedies as set forth in Indiana Code section 4-21.5-5-4 goes towards the jurisdiction of this particular case, and is thus a procedural and not jurisdictional error. See Kennedy v. Town of Gaston, 923 N.E.2d 988, 994 (Ind.Ct.App.2010) (<HOLDING>). Because the Commissioner raises this alleged Options: A. holding that the juvenile courts alleged failure to approve by written order the filing of a delinquency petition was a procedural error and not a jurisdictional one and thus could not be attacked collaterally B. holding that claims not presented to the ij and bia should be dismissed for failure to exhaust administrative remedies C. holding that partys failure to file a timely internal administrative appeal as required by regulations of the department of agriculture constituted failure to exhaust administrative remedies and precluded judicial action D. holding that the alleged failure to exhaust administrative remedies under the unsafe building act was a procedural rather than jurisdictional error and was thus waived when it was not raised in a timely fashion E. holding that the petitioner failed to exhaust his administrative remedies with regard to his claim involving a procedural error correctable by the bia

assistant: The best answer is D. holding that the alleged failure to exhaust administrative remedies under the unsafe building act was a procedural rather than jurisdictional error and was thus waived when it was not raised in a timely fashion
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 superior court. The harm that could result to US West because of the Commission’s decisions exempting the Competitors from fair value rate base scrutiny or carrier-of-last-resort obligations, to the extent that these decisions are unconstitutional as alleged, is not abstract. The Competitors are now recruiting customers and competing for local and intra-LATA telecommunications business unconstrained by the procedures and obligations with which US West must comply. Thus, the Commission’s decisions directly and profoundly affect US West’s ability to compete for a market share of its former monopoly. Therefore, we conclude that US West has standing to pursue its claims. Cf. City of Scottsdale v. McDowell Mountain Irrigation & Drainage Dist., 107 Ariz. 117, 122, 483 P.2d 532, 537 (1971) (<HOLDING>); City of Tucson v. Woods, 191 Ariz. 523, 526, Options: A. holding that a city may be held liable on account of the unconstitutional conduct of city officials only if the citys policy or custom played a part in the violation B. holding district court had no jurisdiction over citys decision to shut off customers water C. holding that the city had standing to challenge the formation of a water improvement district that might impede the citys expansion D. holding that citys enforcement of the entire state penal code would not constitute a city policy because the city was required to follow state law E. holding that the city had standing to challenge the constitutionality of a statute allowing certain communities within the same county as the city to incorporate as towns without the citys consent

assistant: The best answer is C. holding that the city had standing to challenge the formation of a water improvement district that might impede the citys expansion
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: different. Morales v. American Honda Motor Co., 151 F.3d 500, 514 (6th Cir.1998). Kinnard has failed to make such a showing. 2. The August 8, 2001 Letter from Morgan Branch Morgan Branch, an employee with the State of Tennessee Department of Education, allegedly sent an August 8, 2001 Letter (the “Letter”) to Kinnard. The Letter allegedly concerned the student-teacher ratio within the Rutherford County School System. J.A. at 350-51. Reviewing the alleged content of the Letter, this court finds that it was irrelevant because it failed to make the relevant comparison — i.e., between the percentage of African-American teachers in the school system to the percentage of African-Americans in the relevant labor market who might apply for a teaching job. Cf. Bell v. E.P.A., 232 F.3d 546, 553 (<HOLDING>). An absolute mismatch between the two groups Options: A. holding that general employment practices are relevant to eeoc investigation of individual disparate treatment claim B. holding that eeoc established prima facie disparate impact case in presenting statistical evidence comparing work force of employer with labor pool consisting of geographical area from which applications were received C. holding that in title vii disparate impact case an employer may rebut prima facie case of disparate impact by demonstrating that the employment policy at issue is related to the employees job performance and justified by business necessity D. holding that the plaintiff made out a prima facie case of disparate impact despite a lack of statistical significance based on past discrimination which reduced the number of africanamericans eligible to sit for the promotional exam E. holding that statistical evidence that was too broad to support a prima facie case of systemic disparate treatment was nevertheless admissible in plaintiffs individual disparate treatment case but noting that a valid statistical analysis must encompass the rel evant labor market

assistant: The best answer is E. holding that statistical evidence that was too broad to support a prima facie case of systemic disparate treatment was nevertheless admissible in plaintiffs individual disparate treatment case but noting that a valid statistical analysis must encompass the rel evant labor market
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 undersigned Authorized Officer or chief financial officer or chief accounting officer of Borrower certifies that the Credit Parties are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Default has occurred and is continuing. Attached hereto is a Borrowing Base Availability Certificate setting forth a calculation of the Borrowing Base Availability after giving effect to the Loan requested hereby. Except as set forth on Schedule 1 attached hereto, no condemnation proceedings are pending or, to the undersigned knowledge, threatened against any Pool Property.

assistant: No Defaults
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, Biomet shall sell to BioCardia at the Transfer Price (as defined below) such quantities of the Product as may be specified in purchase orders submitted by BioCardia to Biomet pursuant to Section 2.2 below from time to time during the Term. For clarity, prior to BioCardia’s achievement of Milestone 2 and the granting of exclusive Distribution rights pursuant to Section 3.1, such supply shall be for BioCardia’s own use of the Product in the Field and Territory. After achievement of Milestone 2 and the granting of exclusive Distribution right pursuant to Section 3.1, BioCardia may continue to purchase the Product from Biomet at the Transfer Price pursuant to this Agreement for its own use in accordance with Section 4.1, in addition to purchasing the Product for Distribution in the Field and Territory.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: influence (“OUI”). In response to Hart’s pre-trial motion to preclude use of this conviction, the court had initially limited Verizon’s cross-examination to the facts of his OUI arrest and prohibited Verizon from eliciting the fact of his conviction. In response to questions about his arrest, however, Hart volunteered that a juror had told him “You have grounds for a mistrial.” Hart later said that the arrest was upsetting but the trial “was vindication for me after what happened.” The court then permitted Verizon to inquire into the result of that trial, without objection from Hart’s counsel. Because Hart opened the door to the actual result of his OUI trial, the court did not err in allowing the inquiry into his conviction. See, e.g., Beck v. Haik, 377 F.3d 624, 642 (6th Cir. 2004) (<HOLDING>). Hart also argues that the court erred by Options: A. holding that the trial court properly refused to permit the defendant to question the nineyearold victim as to whether he had been sexually abused in the past because indianas rape shield statute shields the victim of a sex crime from a general inquiry into the history of past sexual conduct B. holding the harmed victim need not be the victim of the offense of conviction C. holding that before a defendant is entitled to introduce evidence of the victims character for violence there must be sufficient evidence to support a finding that the victim was the first aggressor and that once the defendant testified that he was attacked and cut by the victim without provocation before using the victims utility tool to stab the victim the defendant was clearly entitled to question the victim about past acts of violence reflected in court documents from the state of oregon D. holding that testimony of drowning victims mother that victim wasnt convicted when asked on crossexamination in civil rights action whether he had ever gotten into trouble opened door to question regarding whether victim had ever gone to prison E. holding that argument regarding victim of prior offense was improper

assistant: The best answer is D. holding that testimony of drowning victims mother that victim wasnt convicted when asked on crossexamination in civil rights action whether he had ever gotten into trouble opened door to question regarding whether victim had ever gone to prison
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: long been recognized “to possess independent vitality, separate and apart from the guarantees provided by the United States Constitution.” City of Sherman, 928 S.W.2d at 473; In the Interest of J.W.T., 872 S.W.2d 189, 197 (Tex.1994); LeCroy, 713 S.W.2d at 339. Thus, it is no surprise that the Texas Supreme Court concluded long ago that article I, section 16 of the Texas Constitution gives additional protection against retroactive lawmaking — in the form of an express bar on the passage of any “retroactive law” — not found in the U.S. Constitution. See Mellinger, 3 S.W. at 252. In the face of this express constitutional prohibition, little if any presumption of constitutionality remains. See United States v. Carolene Prods. Co., 304 U.S. 144, 152 n. 4, 58 S.Ct. 778, 82 L.Ed. 1234 (1938) (<HOLDING>). In shielding individual rights from the Options: A. recognizing presumption B. holding that state appropriation to ports authority violated constitutional prohibition against state debt and other constitutional provisions C. recognizing constitutional right to be present when sentence is imposed D. recognizing a presumption against retroactive legislation E. recognizing that scope of constitutional presumption is much narrower when legislation appears on its face to fall within express constitutional prohibition

assistant: The best answer is E. recognizing that scope of constitutional presumption is much narrower when legislation appears on its face to fall within express constitutional prohibition
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 the Borrower may not 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 (f) 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 Issuer 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: The number or kind of shares of stock covered by this Award may be adjusted pursuant to the Plan in order to prevent dilution or expansion of the Grantee’s rights under this Agreement as a result of events such as stock dividends, stock splits, or other changes in the capital structure of Occidental, or any merger, consolidation, spin-off, liquidation or other corporate transaction or event having a similar effect. If any such adjustment occurs, Grantee will receive written notice of the adjustment containing an explanation of the nature of the adjustment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court’s conclusion that the Jarvisons had a traditional ceremonial marriage under the Navajo Code. Moreover, because the Jarvi-sons had not completed the procedure under Navajo law to validate a traditional or common law marriage, the government argues that their marriage was invalid. In evaluating the government’s contentions, we observe that the district court could have produced a more robust order detailing its findings of fact and evidentia-ry basis similar to the detailed findings of fact and conclusions of law in Beller v. United States, 221 F.R.D. 679 (D.N.M.2003). Nonetheless, on our review of the record, we conclude that the evidence in the record is sufficient to establish a valid marriage between the Jarvisons. See United States v. Taylor, 97 F.3d 1360, 1364 (10th Cir.1996) (<HOLDING>). In this case, Esther testified to having Options: A. holding that despite a trial courts failure to make specific factual findings an appellate court is free to affirm on any grounds for which there is sufficient record to permit conclusions of law B. holding an appellate court is not limited to the grounds offered by the trial court in support of its decision and may affirm on any ground on which additional factual findings are not required C. holding that an appellate court can affirm a district courts order on any basis for which there is a record sufficient to permit conclusions of law including grounds upon which the district court did not rely D. holding this court may affirm on any grounds supported by the record even if different from the district courts grounds E. holding that it is not an appellate courts function to make findings of fact

assistant: The best answer is A. holding that despite a trial courts failure to make specific factual findings an appellate court is free to affirm on any grounds for which there is sufficient record to permit conclusions of law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the payment and performance in full of all of the indebtedness, liabilities and obligations under this Agreement and the Notes of any Designated Subsidiary then, so long as at the time no Borrowing Notice in respect of such Designated Subsidiary is outstanding, such Subsidiary’s status as a “Designated Subsidiary” shall terminate upon notice to such effect from the Administrative Agent to the Lenders (which notice the Administrative Agent shall give promptly upon its receipt of a request therefor from the Parent). Thereafter, the Lenders shall be under no further obligation to make any Advance hereunder to such Designated Subsidiary.

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

user: Representative(s): means employees, agents, officers, professional advisers and Affiliates of the Recipient Party. In consideration of the mutual disclosure of Confidential Information the Recipient Party undertakes:- (d) not at any time, whether the negotiations proceed or not, to copy, disclose or otherwise make available to any third party without the written consent of the Disclosing Party, any of the Confidential Information of the Disclosing Party other than to its Representatives who are required for the Purpose to receive and consider the Confidential Information provided that the Recipient Party informs its Representatives of the confidential nature of the Confidential Information before disclosure and procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient Party and the Recipient Party shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement;

assistant: No
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: Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Transferee has full power, capacity and authority necessary to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any payment to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Plan Sponsor, the Plan Administrator and the Trustee under the Plan, and the Plan Administrator may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or Beneficiary is determined by the Plan Administrator to be incompetent by reason of physical or mental disability (including not being the age of majority) to give a valid receipt and release, the Plan Administrator may cause payment or payments becoming due to such person to be made to a legal guardian, trustee, or other proper representative of the Participant or Beneficiary without responsibility on the part of the Plan Administrator, the Plan Sponsor or the Trustee to follow the application of such funds.

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 case excerpt and choose the best holding from the options. Case excerpt: 154 L.Ed.2d 464 (2002); Zeitvogel v. Bowersox, 103 F.3d 56 (8th Cir.1996) (per curiam) (published order denying certificate in appeal from denial of Rule 60(b) motion seeking relief from order denying habeas petition), cert. denied, 519 U.S. 1036, 117 S.Ct. 604, 136 L.Ed.2d 530 (1996). Our decision in Zeitvogel has been cited by other circuit courts for the proposition that this circuit interprets § 2253(c)(1) to require a certificate in Rule 60(b) cases. See Vargas, 393 F.3d at 174; Reid v. Angelone, 369 F.3d 363, 369 n. 2 (4th Cir.2004); Kellogg v. Strack, 269 F.3d 100, 103 (2d Cir.2001), cert. denied, 535 U.S. 932, 122 S.Ct. 1306, 152 L.Ed.2d 216 (2002). Finally, the weight of authority from other circuits favors requiring a certificate in these cases. See Vargas, 393 F.3d at 174 (<HOLDING>). It is well-established that inmates may not Options: A. holding that appeal from denial of rule 60b motion raised for review only the district courts order of denial and not the underlying judgment itself B. holding in an appeal from the denial of a rule 32 petition that the appellants claim that the circuit court erred in not ruling on his motion to subpoena a transcript of his guilty plea proceedings was not preserved for review because the circuit court never ruled on the motion and the appellant never objected to the circuit courts failure to rule on the motion C. holding that certificate is required to appeal denial of rule 60b motion challenging denial of habeas application and stating that eight circuit courts including eighth circuit are in accord on this issue D. holding that the law in this circuit is that errors of law are cognizable under rule 60b E. holding that a coa is required to appeal the denial of a rule 60b motion from a judgment in a 2254 proceeding

assistant: The best answer is C. holding that certificate is required to appeal denial of rule 60b motion challenging denial of habeas application and stating that eight circuit courts including eighth circuit are in accord on this issue
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: (2010 Amendments). However, the "standard for granting summary judgment remains unchanged.” Id. 9 . Effective January 1, 2009, 42 U.S.C. § 12112(a) was amended by replacing the phrase "with a disability because of the disability of such individual” with the phrase "on the basis of disability.” See Pub.L. No. 110-325, § 5(a), 122 Stat. 3557 (Sept. 25, 2008). This statutory amendment does not affect our analysis of the issues presented on appeal. 10 . The parties acknowledge that in order to prevail on his ADA discrimination claim, Mr. Watson must demonstrate some sort of "adverse” action or "adverse” effect on his employment. See EEOC Opening Br., No. 09-4207, at 49 (stating that C.R. England’s actions "adversely affected [Mr. Watson’s] status”); Watson Opening Br., No. 09-4217, at 31 (<HOLDING>); C.R. England Br., No. 09-4217, at 29 (arguing Options: A. recognizing that employment actions can be adverse even if such actions are subsequently withdrawn B. holding that termination is an adverse employment action C. holding that adverse employment actions include poor evaluations D. recognizing that his claim is one for discrimination based on adverse employment actions and arguing that mr watson has provided evidence that shows that defendant england discriminated against him by taking adverse job actions against him E. recognizing that a set of actions may constitute an adverse employment action when considered collectively even though some actions do not rise to the level of an adverse employment action individually

assistant: The best answer is D. recognizing that his claim is one for discrimination based on adverse employment actions and arguing that mr watson has provided evidence that shows that defendant england discriminated against him by taking adverse job actions against him
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: magistrate judge denied the motion, explaining that Mr. Schueller’s subjective perceptions did not demonstrate judicial bias and his claims were not based on any extrajudicial source to support a bias or partiality challenge. We generally review the denial of a recusal motion for abuse of discretion. ClearOne Comm’cns, Inc. v. Bowers, 651 F.3d 1200, 1217 (10th Cir.2011). For the reasons stated in the magistrate judge’s order denying recusal, we determine that recusal was not warranted and we find no abuse of discretion in the denial of the motion to recuse. To the extent Mr. Schueller now claims that the district judge was biased against him, he did not raise this issue to the district court, so we do not address it. See Koch v. Koch Indus., Inc., 203 F.3d 1202, 1239 (10th Cir.2000) (<HOLDING>). III. CONCLUSION Wells Fargo’s motion for Options: A. holding plaintiffs waived their bias argument on appeal because they failed to timely move for disqualification B. holding that the defendant waived argument on appeal by failing to develop a cogent argument C. holding that party waived argument by failing to brief it on appeal D. holding argument not asserted before district court is waived on appeal E. holding the government waived its argument on appeal that the defendant did not have standing to challenge a search when it failed to raise the argument to the district court

assistant: The best answer is A. holding plaintiffs waived their bias argument on appeal because they failed to timely move for disqualification
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 Tenant is a corporation, trust, limited liability company or partnership, each individual executing this Amendment on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Amendment and that each person signing on behalf of Tenant is authorized to do so. In such event, Tenant shall, within ten (10) days after Landlord’s written request, deliver to Landlord satisfactory evidence of such authority, and, upon demand by Landlord, Tenant shall also deliver to Landlord satisfactory evidence of: (i) good standing in Tenant’s state of formation; and (ii) qualification to do business in California.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms on a timely basis or were otherwise breached. It is accordingly agreed that, in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement, the non-breach party shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain (on behalf of themselves and the third-party beneficiaries of this Agreement) (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction, restraining such breach or threatened breach. No party or any other person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 2.11 , and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

assistant: Enforcements