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: Any arbitration hereunder shall be confidential, and the Arbitration Parties and their agents and the arbitrators shall not disclose to any non-Arbitration Party the subject of the arbitration, any information about the arbitration or the substance of the proceedings thereunder except as may be required by Applicable Law, for insurance purposes, or as necessary to enforce this agreement to arbitrate or any award hereunder or in connection with a request for any Provisional Remedy.

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: Each Bank appoints and designates AgStar Financial Services, PCA as Agent hereunder. The Agent may, and each Bank authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Interest, for Agent's benefit and the pro rata benefit of Banks. Each Bank agrees that any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Banks. Each Bank hereby further appoints and authorizes the Agent to take such action as agent on its behalf and on behalf of each of its Affiliates who are owed Loan Obligations (each such Affiliate by acceptance of the benefits of the Loan Documents hereby ratifying such appointment) and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or the other Loan Documents (including enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Banks; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and postage prepaid, addressed to the Company at 7102 Commerce Way, Brentwood, Tennessee 37027, Attn: General Counsel, to the Executive at his then-existing payroll address, or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received: (a) if by personal delivery or nationally-recognized overnight courier, on the date of such delivery and (b) if by registered or certified mail, on the third postal service day following the date postmarked.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: her breast on numerous occasions starting in 2009, after the family moved to a residence on Shepherd Street. The mother of D.J. and M.J. also testified. On direct examination, the government asked her a series of questions about periods of time when she was separated from appellant and had children with other men. She testified that she had four children when she was separated from appellant, and that she and appellant had “started getting back involved with each other when he was released from jail in 2000.” That testimony prompted a motion for a mistrial, which was denied. The jury convicted appellant of seven counts of first-degree and six counts of second-degree child sexual abuse. Two of the original counts were dismissed at the government’s request, an 620, 623 (Ct.App.Div.1982) (<HOLDING>). These courts therefore do not permit the use Options: A. holding that government could not impeach witness with prior statement because he refused to answer any questions and thus gave no testimony in court with which the prior statement could be judged to be inconsistent B. holding that hearsay statement did not constitute competent evidence and thus could not be considered in opposition to motion for summary judgment C. holding that witness could not be impeached with prior statement because his silence did not constitute testimony D. holding witnesss prior consistent statement admissible where defense counsel implied in his opening statement that witness should not be believed because of the favorable consideration he received from the government in his plea bargaining agreement E. holding witnesss prior consistent statement admissible in part because defense counsel implied during opening statement that witness had fabricated her testimony

assistant: The best answer is C. holding that witness could not be impeached with prior statement because his silence did not constitute testimony
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 “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [the][each](1) Assignor identified in item 1 below ([the][each, an] “ Assignor ”) and [the][each](2) Assignee identified in item 2 below ([the][each, an] “ Assignee ”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees](3) hereunder are several and not joint.](4) Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Agreement identified below (as amended, the “ Term Loan Agreement ”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: would have a realistic opportunity to elect a candidate of their choice, albeit by a small margin. Furthermore, it is appropriate for a district court to consider the substantial increase in turnout of black voters that usually follows the creation of an opportunity district in its effectiveness analysis. See United States v. Euclid City Sch. Bd., 632 F.Supp.2d 740, 765 (N.D. Ohio 2009) ("[I]t is unreasonable to assume that minority turnout will not increase under a system in which that turnout is made meaningful, relative to a system in which that turnout was entirely ineffective.”) With the boost in turnout of black voters the district becomes substantially more effective. 188 . Miller v. Johnson, 515 U.S. 900, 115 S.Ct. 2475, 132 L.Ed.2d 762 (1995). 189 . Clark, 88 F.3d at 1406-07 (<HOLDING>): Davis v. Chiles, 139 F.3d 1414, 1425 (11th Options: A. holding that miller and its progeny did not work a change in the first gingles inquiry and rejecting the argument that a proposed district that violates miller does not satisfy the first gingles factor per se B. holding that the record must reflect both that the district judge considered the defendants argument and that the judge explained the basis for rejecting it C. holding that a change in the law of sentencing does not constitute a new factor D. 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 E. holding that an argument not raised before the bankruptcy court will not be considered for the first time on appeal

assistant: The best answer is A. holding that miller and its progeny did not work a change in the first gingles inquiry and rejecting the argument that a proposed district that violates miller does not satisfy the first gingles factor per se
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the compensation, if any, that may be payable by Borrower to the Broker pursuant to a written agreement between them to which Lender is not a party, no broker’s or finder’s fee, commission or similar compensation will be payable by or pursuant to any contract or other obligation of Borrower or Guarantor with respect to the making of the Loan or any of the other transactions contemplated hereby or by any of the Loan Documents.

assistant: Brokers
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: about what a presentence investigation report would have recommended would, if proven, warrant relief. In fact, Taylor’s factual assertion that he was sentenced beyond that which was or would have been recommended is indistinguishable from the similarly unpersuasive assertion in Lindsey that the trial court imposed a sentence nine times longer than that recommended by the State. 996 S.W.2d at 579. We are not persuaded, therefore, that Taylor’s Motion alleged sufficient facts to demonstrate that the trial court actually considered his judicial challenges in imposing the maximum sentence. In short, Taylor has not alleged facts that would, if proven, establish that retaliation was a “determinative factor” in the trial court’s imposition of sentence. See Morrow, 21 S.W.3d at 823-24 (<HOLDING>). Even were we to conclude that Taylor’s Motion Options: A. holding that the state courts determination that the petitioner could not show prejudice because he did not allege that the witness was available to testify was a reasonable application of federal law to the facts of the case B. holding that material for witnesses need not be produced to defendant where the witnesses were not called as government witnesses at trial C. holding petitioners failure to present any witnesses or submit the trial record into evidence at hearing led to conclusion that petitioner did not meet his burden of proof for postconviction relief D. holding that an evidentiary hearing was not required on a postconviction motion because the movant did not allege facts sufficient to establish each of the necessary elements of a claim of ineffective assistance of counsel based on an allegation of failure to investigate and call witnesses E. holding that where movant alleged the names of uncalled witnesses and them anticipated testimony which would have been relevant mitigation evidence in the penalty phase but did not allege that trial counsel knew of the witnesses or that the witnesses were available to testify at trial the movant was not entitled to an evidentiary hearing on his postconviction relief motion because he did not allege facts sufficient to satisfy the standard applicable to his claim

assistant: The best answer is E. holding that where movant alleged the names of uncalled witnesses and them anticipated testimony which would have been relevant mitigation evidence in the penalty phase but did not allege that trial counsel knew of the witnesses or that the witnesses were available to testify at trial the movant was not entitled to an evidentiary hearing on his postconviction relief motion because he did not allege facts sufficient to satisfy the standard applicable to his 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: this includes win trading and any other kind of manipulation of rankings , taking advantage of errors in the service to gain an unfair edge over other players and any other act that intentionally abuses or goes against the design of the 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 case excerpt and choose the best holding from the options. Case excerpt: the court deems appropriate in the circumstances (“such other equitable or remedial relief as the court might deem appropriate”). In contrast, the anti-alienation provision speaks only in the most general terms. Consequently, under Guidry’s reasoning, the more specific language of section 409(a) serves as a better indicator of congressional intent than the general language of section 206(d)(1). Thus, section 409(a) should “not be controlled or nullified” by the anti-alienation provision. See also Clifford F. MacEvoy Co. v. United States ex rel. Calvin Tompkins Co., 322 U.S. 102, 64 S.Ct. 890, 88 L.Ed. 1163 (1944) (applying rule that when a specific and general provision conflict, the specific terms and language prevail); Gallenstein v. United States, 975 F.2d 286, 290 (6th Cir.1992) (<HOLDING>); Markair, Inc. v. Civil Aeronautics Bd., 744 Options: A. holding that bribery must be given its ordinary meaning at the time of the enactment of the relevant statute B. holding that when two statutes are in conflict the more recent and specific statute should prevail so as to repeal the earlier general statute C. recognizing the principle that gives precedence to the terms of the more specific statute where a general statute and a specific statute speak to the same concern D. holding that when construing a general enactment and a more particular enactment within the same statute and when the plain language of the two subsections cannot be otherwise reconciled the more specific subsection should be given effect E. recognizing that where the statutory language is not ambiguous the plain and ordinary meaning of the statute must be given effect

assistant: The best answer is D. holding that when construing a general enactment and a more particular enactment within the same statute and when the plain language of the two subsections cannot be otherwise reconciled the more specific subsection should be given effect
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 reasonable [prisoner] would have done.” Id. Rather, the test is what a prisoner of ordinary firmness would have done in reaction to the death threats. Id. “Ultimately, this sort of question is usually best left to the judgment of a jury....” Id. In the circumstances before us, we conclude that a reasonable jury could find that threats of death, issued by a correctional officer tasked with guarding a prisoner’s segregated cell, would chill a prisoner of ordinary firmness from engaging in the prison grievance process. See Hill v. Lappin, 630 F.3d 468, 474 (6th Cir.2010) (“[T]hreats alone can constitute an adverse action if the threat is capable of deterring a person of ordinary firmness from engaging in protected conduct.”); Van Deelen v. Johnson, 497 F.3d 1151, 1157 (10th Cir.2007) (<HOLDING>). Further, there is sufficient evidence of a Options: A. holding that the remedies available under massachusetts law to challenge tax assessments were sufficient to preclude federal declaratory action B. holding that the plaintiffs allegations of physical and verbal intimidation including a threat by a deputy sheriff to shoot him if he brought any more tax appeals would surely suffice to chill a person of ordinary firmness from continuing to seek redress for allegedly unfair property tax assessments C. holding that state legislature should determine whether to cure discriminatory tax by enforcing tax as to all or forgiving tax in its entirety D. holding that property tax was a state tax and was thus disproportionate unreasonable and unfair because of discrepancies in tax rates of up to 400 between school districts E. holding that the tax was indirect even though the recipient could not shift the tax to others

assistant: The best answer is B. holding that the plaintiffs allegations of physical and verbal intimidation including a threat by a deputy sheriff to shoot him if he brought any more tax appeals would surely suffice to chill a person of ordinary firmness from continuing to seek redress for allegedly unfair property tax assessments
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: under U.S.S.G. § 5K2.13, but refused to do so because it interpreted the Guidelines to prohibit a departure where, as here, the crime involved actual violence. Because the district court rested its decision on an issue of law, this court has jurisdiction to review its decision, and its decision is subject to de novo review. Section 5K2.13 states that “the court may not depart below the applicable guideline range if ... (2) the facts and circumstances of the defendant’s offense indicate a need to protect the public because the offense involved actual violence or a serious threat of violence.” U.S.S.G. § 5K2.13 (1998) (emphasis added). The Guidelines thus prohibit departure where the offense involved actual violence. Accord United States v. Thames, 214 F.3d 608, 614 (5th Cir.2000) (<HOLDING>). The district court looked at all the Options: A. holding that under 5k213 no departure may be given where the crime was violent in nature B. holding that it was appropriate for the trial court to find that lack of a prior criminal record was not a mitigating factor in light of the violent nature of the crime committed C. recognizing that postoffense rehabilitative efforts while normally not grounds for departure may support departure in extraordinary circumstances and noting that the totality of the circumstances may justify a departure where a single circumstance is not alone sufficient D. holding that a reference to the violent crime sentencing statute in the second degree assault statute required automatic imposition of violent crime sentencing for a defendant convicted of second degree assault E. holding that the force necessary to constitute a crime of violence must actually be violent in nature quotation and alteration omitted

assistant: The best answer is A. holding that under 5k213 no departure may be given where the crime was violent 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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Sponsor hereby waives notice of Servicer’s and each Participant’s acceptance of this Agreement and the creation, extension or renewal of any Loans or other Guaranteed Obligations. Sponsor hereby consents and agrees that, at any time or times, without notice to or further approval from Sponsor, and without in any way affecting the obligations of the Sponsor hereunder, Servicer and the Participants may, with or without consideration (i) release, compromise with, or agree not to sue, in whole or in part, any Borrower or any other obligor, guarantor, endorser or surety on any Loans or any other Guaranteed Obligations, (ii) renew, extend, accelerate, or increase or decrease the principal amount of any Loans or other Guaranteed Obligations, either in whole or in part, (iii) amend, waive, or otherwise modify any of the terms of any Loans or other Guaranteed Obligations or of any mortgage, deed of trust, security agreement, or other undertaking of any of the Borrowers or any other obligor, endorser, guarantor or surety in connection with any Loans or other Guaranteed Obligations, and (iv) apply any payment received from Borrowers or from any other obligor, guarantor, endorser or surety on the Loans or other Guaranteed Obligations to any of the liabilities of Borrowers or of such other obligor, guarantor, endorser, or surety which Servicer may choose, subject, however, to the rights of the Sponsor to bring a separate action for any breach of the Operative Documents pursuant to Section 10.10 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to be enforceable, or if such modification is not practicable, such provision shall be deemed deleted from this Agreement, and the other provisions of this Agreement shall remain in full force and effect, and shall be liberally construed in favor of Lender.

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: This Agreement shall become effective when it shall have been executed by Borrower, the other Credit Parties signatory hereto and Agent and when Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of Borrower, the other Credit Parties hereto (in each case except for Article 7 ), Agent, each Lender, and, to the extent provided in Section 7.11 , each other Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 7.9 ), none of Borrower, any other Credit Party, or Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

assistant: Binding Effects
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: Effective as of July 1, 2017 Executive will be entitled to receive a base salary (“ Base Salary ”) of $300,000. Executive will receive a three percent (3%) annual salary increase in each subsequent year that this Agreement remains in effect (i.e., effective July 1, 2018, Executive’s salary will be $309,000, effective July 1, 2019, Executive’s salary will be $318,270).

assistant: Base Salary
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 Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

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: All payments hereunder shall be subject to any required withholding of federal, state and local taxes pursuant to any applicable law or regulation. Unless otherwise expressly provided, the Company shall not be required to reimburse Executive for any adverse tax consequences for associated with any payment or reimbursement hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split‑up, spin‑off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and (iv) the limitations contained in Sections 4(d)(i) and (ii) below; provided , however , that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.

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 legal provision and list the applicable contract clause categories. Provision: The Committee may determine, in its discretion, the timing of the delivery of any payment for Stock Units and the form such payment shall take. Delivery may be promptly after vesting or the restrictions with respect to the Stock Units have lapsed or at such later time, as determined by the Committee. Payment may be made in cash, Stock, other Awards, other property or any combination of the foregoing, as determined by the Committee, either at the time of grant and memorialized in the Award Agreement or at any time prior to delivery.

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: from the common pleas court. Although Ap-pellees challenged the common pleas court’s order in this regard, as well as its order precluding Ms. Fleck from intervening in the termination proceedings, these issues are not currently being pursued before the Court. 7 . However, Rule of Appellate Procedure 311 specifically allows an appeal as of right, without reference to Pa.R.A.P. 341(c), from an order granting peremptory judgment in mandamus. See Pa.R.A.P. 311(a)(5). 8 . Apparently, the majority recognized that an appeal as of right from the interim suspension would not lie by virtue of the interlocutory character of the decision. See generally Pa. R.A.P. 341(a) (interposing finality as a prerequisite to appealability, as a general rule). 9 . Accord Kaplan, 388 Pa. at 220, 130 A.2d at 676 (<HOLDING>). Although the Commonwealth Court dissent was Options: A. holding that a school acted impermissibly when a public school teacher was not rehired because allegedly he had relayed to a radio station the substance of a memorandum relating to teacher dress and appearance B. recognizing application of sovereign immunity to school districts C. recognizing a school districts implied authority to suspend a tenured teacher in circumstances where he could become an influence inimical to the best welfare of the children D. holding school districts had standing to bring claims against the state asserting that school financing system had become unconstitutional E. recognizing the districts duty of care for the protection of school children in its schools

assistant: The best answer is C. recognizing a school districts implied authority to suspend a tenured teacher in circumstances where he could become an influence inimical to the best welfare of the children
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 Amendment, together with the Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 11.02 of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of the Transaction Documents, and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws, and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Securities, (ii) the issuance of the Shares upon due conversion of the Debenture, and (iii) the other transactions contemplated by the Transaction Documents from the provisions of any shareholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Articles of Incorporation or By-laws that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.

assistant: Consents
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 shall be deemed to be made under and shall be construed in accordance with the laws of the State of New Jersey without giving effect to the principals of conflict of laws thereof. Each of the parties consents to the jurisdiction of the U.S. District Court sitting in the District of the State of New Jersey or the state courts of the State of New Jersey sitting in Hudson County, New Jersey in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: are no plaintiffs and defendants in a will contest, and it is not instituted by the filing of a complaint. This was the case in the Civil Code, which applied to probate courts only in civil actions and had separate provisions governing will contests. See Civil Code ss 24, 806, s 513. While those provisions governing will contests have been superseded by the Probate Code of 1949, the nature of the proceedings has not. Coleman, 257 Ark. at 408, 520 S.W.2d at 242. Here, the will was not probated, and the Estate did not seek to contest the will under the probate statutes. Rather, the Estate’s state court complaint asserted a claim pursuant to Arkansas’s declaratory judgment act. That act provides, in pertinent part: “Any person interes , 485, 41 Ill.Dec. 633, 407 N.E.2d 1131, 1134 (1980) (<HOLDING>). Assuming, without deciding, that an action to Options: A. holding that an action challenging the validity of a will may not be brought under ohios declaratory judgment act B. holding that a plaintiffs declaratory judgment petition with a copy of the third codicil attached was sufficient to initiate a will contest in a probate proceeding C. holding that the trial courts determination that the invalidity of an unprobated will under texass declaratory judgment act was not error where the action was joined with a probate action and multiple wills were before the court D. holding that an action under the illinois declaratory judgment act to void a will must be construed as a will contest that is governed by the laws controlling such contests in probate proceedings E. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment

assistant: The best answer is D. holding that an action under the illinois declaratory judgment act to void a will must be construed as a will contest that is governed by the laws controlling such contests in probate proceedings
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 "unrelated topics appearing in the motion for summary judgment may also be reviewed via the same proceeding”; (3) the Johnsons created a fact issue by certifying through their counsel that they had exhausted all administrative remedies; and (4) "claims of malicious prosecution inherently involve activity or misconduct outside the administrative avenues created by the workers’ compensation laws,” nothing in the Act "purports to regulate such conduct or remedy ... damages unrelated to the amount of workers’ compensation benefits to which an employee may be entitled,” and "because at least one cause of action continues to exist, despite Ruttiger, we cannot say that the trial court abused its discretion in r , 2013 WL 5853747, at *4 (Tex.App.-Austin Oct. 18, 2013, no pet.) (mem.op.) (<HOLDING>); Bean v. Tex. Mut. Ins. Co., No. Options: A. holding that mere negligence does not implicate the right to due process B. holding that ruttiger eliminates claims because there is no evidence of any conduct that does not implicate the claimsettlement process and all claims are limited to complaints about delays claim handling and disputes regarding entitlement to benefits C. holding that carrier was entitled to summary judgment on claim regarding false statements that claimants were not entitled to coverage because the claim was limited to complaints about delays claim handling and disputes regarding entitlement to benefits D. holding that ruttiger precludes claims for breach of contract breach of the duty of good faith and fair dealing insurance code and dtpa violations and negligence because all claims arise out of the carriers handling of the workers compensation claim E. holding that claims are within the exclusive jurisdiction of the texas department of insurance because they concern the claims handling process

assistant: The best answer is B. holding that ruttiger eliminates claims because there is no evidence of any conduct that does not implicate the claimsettlement process and all claims are limited to complaints about delays claim handling and disputes regarding entitlement to 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: In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

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: On the date hereof, VCI hereby makes the following representations and warranties to the Purchaser. Such representations and warranties will survive the conveyance of the Purchased Assets to the Purchaser pursuant to this Agreement, the sale of the Purchased Assets to the Issuer under the Sale and Servicing Agreement and the Grant of the Purchased Assets by the Issuer to the Indenture Trustee pursuant to the Indenture.

assistant: Representations
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: removing the road would be about the same as the cost of building it. Similarly, Bailey does not argue on appeal that he cannot afford the restoration, but rather contends that the district court should have required more evidence. If Bailey had wished to contest this factor, he should have submitted evidence to the district court. The finding that restoration was within Bailey’s financial means was not clearly erroneous. Bailey also argues that he did not know that the site was wetland before or during the construction of the road. Civil liability under the Clean Water Act is strict, and the government was not required to show that Bailey knew that his act of building a road violated the Act. 33 U.S.C. § 1319(b); see also United States v. Sinskey, 119 F.3d 712, 715-16 (8th Cir.1997) (<HOLDING>). Even assuming that knowledge was required, Options: A. holding that the government did not have to prove that the defendant knew that his acts violated the clean water act but merely that he was aware of the conduct that resulted in the permits violation B. holding that the limitation act does not apply to claims brought under the clean water act C. holding that government must merely show that defendant knew that it was a bank that he intended to influence D. holding that the government must prove the defendant knew of the features of the firearm that brought it within the scope of the act E. holding that while the government was required to prove that the defendants phone call crossed a state line the government did not need to prove that the defendant knew of the interstate nexus

assistant: The best answer is A. holding that the government did not have to prove that the defendant knew that his acts violated the clean water act but merely that he was aware of the conduct that resulted in the permits violation
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 Key Unit Holder has the power and authority and has taken all required action on its part necessary to permit it to execute and deliver and to carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by the Key Unit Holder, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes the legal, valid and binding obligation of the Key Unit Holder, enforceable against the Key Unit Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

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 visitation rights in dissolution proceedings); 752.01(1) (relating to circumstances where (a) the marriage of the parents has been dissolved; (b) a parent has deserted the child; or (c) the child was born out of wedlock); of. § 61.13(7) (providing that “the court may recognize the grandparents as having the same standing as parents for evaluating what custody arrangements are in the best interest of the child” when “the child is actually residing with a grandparent in a stable relationship”), Fla., Stat. (2004). The Florida Supreme Court has, however, “consistently held all 'statutes that have attempted to compel visitation or custody with a grandparent based solely on the best interest of the child standard ... to be unconstitutional.” Sullivan v. Sapp, 866 So.2d 28, 37 (Fla.2004) (<HOLDING>); see Richardson v. Richardson, 766 So.2d 1036, Options: A. holding that person challenging statute as facially vague must show that the challenged law is unconstitutional in every possible application B. holding section 61132b2c facially unconstitutional C. holding texas flagdesecration statute facially unconstitutional D. holding facially unconstitutional provision in 1993 version of section 75201 which provided for visitation where one or both parents of a child were deceased E. holding that declaring statute facially unconstitutional deprives trial court of subjectmatter jurisdiction

assistant: The best answer is B. holding section 61132b2c facially unconstitutional
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: 8.1.1 the rates for calling landlines and mobile phones outside of the viber community consist of a per-minute rate as set out on http://account.viber.com/ .

assistant: Unilateral change
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: provides that a statement made by a child is admissible only if, inter alia, “the child has at some time before the making of the statement received from the magistrate a warning that the child may remain silent and not make any statement at all and that any statement the child makes may be used in evidence against [him].” Tex. Fam.Code Ann. § 51.095(a)(1)(A) (emphasis added); see also § 51.095(a)(5). In Sosa v. State, the Court of Criminal Appeals held that a warning of rights made to any adult defendant that differs only slightly from the language of the statute governing the admissibility of evidence — in that case, article 38.22 of the Code of Criminal Procedure — complies with the statute as long as it conveys its exact meaning. 769 S.W.2d 909, 915-16 (Tex.Crim.App.1989) (<HOLDING>). Subsequent criminal cases, many unpublished Options: A. holding that defendants prior arrests were insufficient to establish that defendant was aware of his right to appointed counsel even though he told dea officers that he understood his rights B. holding that defendants written statement was voluntarily made when he was read his rights three times during course of evening in accordance with miranda and article 3822 and on each occasion defendant acknowledged that he understood his rights that he wished to waive them and that he wished to talk with fbi agents C. holding that even though defendant stated he did not read and discuss psr with his counsel he could not show any error that affected his substantial rights D. holding that defendant received requisite notice under rule 11 where inter alia he acknowledged at plea hearing that he had read the information understood it and discussed it with his attorney E. holding the defendant voluntarily consented to a search of his bedroom based upon evidence that defendant 1 did not contest the fact that he had voluntarily given verbal consent to the search 2 did not appear to be nervous or scared and was cooperative with the officers 3 led officers to his bedroom and 4 was present for the search and did not indicate at any time that he wished to revoke his consent

assistant: The best answer is B. holding that defendants written statement was voluntarily made when he was read his rights three times during course of evening in accordance with miranda and article 3822 and on each occasion defendant acknowledged that he understood his rights that he wished to waive them and that he wished to talk with fbi agents