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: Assignor shall indemnify Assignee and MetLife HCMJV 1, LP, and their respective affiliates, partners and participants, and the officers, directors, agents, employees of each of them, and the successors and assigns of each of them against and hold it harmless from any and all liability, claims, loss or damage which it may incur under the Leases or under this Agreement; provided, however, that the foregoing indemnity shall not apply to any such liability, claim, loss or damage caused by Assignee’s gross negligence or willful misconduct.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Consent is not obtained within forty five (45) days after the Effective Date, then either party may terminate this Sublease upon written notice at any time prior to Sublandlord obtaining the Consent.

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: Read the legal provision and list the applicable contract clause categories. Provision: The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 5 shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services under or in connection with, this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No statement, information, report, representation, or warranty made by Debtor in the Loan Documents or furnished to Lender in connection with the Loan Documents or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Debtor which could reasonably be expected to have a Material Adverse Effect that has not been disclosed in writing to Lender.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall promptly, at its sole cost and expense, execute and deliver to the Agents and the Lenders such further instruments and documents, and take such further action, as the Agents may, at any time and from time to time, reasonably request in order to carry out the intent and purpose of the Loan Documents and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of the Secured Parties hereby and thereby.

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 case excerpt and choose the best holding from the options. Case excerpt: that “individualized determinations,” as are contemplated by the holding in Dolan v. City of Tigard,, 512 U.S. 374, 114 S.Ct. 2309, 129 L.Ed.2d 304 (1994) for dedications or exactions of private land, are a part of the reasonableness test. See Matthews, 95 N.J. at 322, 471 A.2d 355 (noting and following the holding in Borough of Neptune City v. Borough of Avon-By-The-Sea, 61 N.J. 296, 294 A.2d 47 (1972) which did not rely “on the legal theory of dedication .... Instead, the Court depend ed upon the public trust doctrine, impliedly holding that full enjoyment of the foreshore necessitated some use of the upper sand, so that the latter came under the umbrella of the public trust.”) (emphasis added). See also Van Ness v. Borough of Deal, 78 N.J. 174, 179-80, 393 A.2d 571 (1978) (<HOLDING>). Thus, the reasonableness factors to be Options: A. holding that the borough of deals dedication of a portion of a beach for use by its residents only was immaterial given the public trust doctrines requirement that the public be afforded the right to enjoy all dry sand beaches owned by a municipality B. holding that public use of a beach was presumed to have originated by permission and to have continued as a license until some act of the public or public official asserted the use to be exercised as a matter of right rather than privilege C. holding that in order to exercise its rights under the public trust doctrine the public must be given both access to and use of privatelyowned dry sand areas as reasonably necessary D. holding that because public use of a beach was permissive the public was a licensee and as such could be excluded from the whole area at any time by the title owner E. holding the effect of a commonlaw dedication is to create only such an estate or right in the public as is necessary to enable it to enjoy the uses for which the dedication is made and to reserve the fee to the dedicator

assistant: The best answer is A. holding that the borough of deals dedication of a portion of a beach for use by its residents only was immaterial given the public trust doctrines requirement that the public be afforded the right to enjoy all dry sand beaches owned by a municipality
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: dispute. 342 So.2d at 106. Sunshine Associates filed various defensive pleadings including an answer with affirmative defenses. Sunshine Associates also responded to discovery requests. Id. It was only after B & H Sales moved for summary judgment that Sunshine Associates revealed that the correct name of the defendant was The Fusco Corporation, which had been doing business as Sunshine Associates. Id. at 106-07. On those facts, we concluded that applying the statute of limitations to bar the amended complaint would be “manifestly unjust” because the mistake in naming the defendant was merely a misnomer. Id. at 107. Thus, we held that the amended complaint related back to the original pleading. Id.; see also Schwartz v. Metro Limo, Inc., 683 So.2d 201, 203-04 (Fla. 3d DCA 1996) (<HOLDING>); Galuppi v. Viele, 232 So.2d 408, 410-11 (Fla. Options: A. holding that the trial court did not violate due process in considering the defendants motion to dismiss because the defendant had corrected its error in not serving its motion to dismiss on the plaintiff and because the plaintiff had received adequate time to consider and respond to the arguments made in the motion B. holding that where incorrectly named defendant filed a motion to dismiss and an answer with affirmative defenses and actively participated in discovery it led the plaintiff to believe that the correct defendant had been sued and that the plaintiff was therefore entitled to amend its complaint to correct the misnomer C. holding that plaintiff failed to state a securities fraud claim based on a duty to correct since an alleged duly to correct did not appear anywhere in the amended complaint and did not enter the case until wright mentioned it for the first time in her opposition memoranda to the motion to dismiss D. holding that a misnomer does not render a summary judgment void provided the intention to sue the correct defendant is evident from the pleadings and process such that the defendant could not have been misled E. holding that the defendant could not raise affirmative defenses initially in its dispositive motion but remanding the case to the trial court to determine if leave to amend answer to incorporate affirmative defenses was appropriate so that the defendant could then properly raise those defenses in its dispositive motion

assistant: The best answer is B. holding that where incorrectly named defendant filed a motion to dismiss and an answer with affirmative defenses and actively participated in discovery it led the plaintiff to believe that the correct defendant had been sued and that the plaintiff was therefore entitled to amend its complaint to correct the misnomer
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: below the 50 percent mark, but such mathematical uncertainty is not fatal to the guideline’s validity, and we have previously concluded that criminal provisions featuring the “substantial” language survive facial challenge. See Doctor John’s, Inc. v. City of Roy, 465 F.3d 1150, 1159 (10th Cir.2006) (ordinance requiring licensing of store selling “ ‘significant or substantial’ ” amount of sexually oriented merchandise was not void for vagueness); see also VIP of Berlin, LLC v. Town of Berlin, 593 F.3d 179, 187-88 (2d Cir.2010) (language of zoning ordinance defining sexually oriented business as establishment with “substantial or significant portion” of goods in adult merchandise not unconstitutionally vague); ILQ Invs., Inc. v. City of Rochester, 25 F.3d 1413, 1418-19 (8th Cir.1994) (<HOLDING>). Moreover, we cannot say the sentencing court Options: A. holding that safety standards regarding the safe design and use of trampolines including astm standards were admissible on the issue of the defendants negligence even though the defendants were unaware of the standards B. holding that determining legislative intent is a question of law C. holding that the title of legislation is relevant to legislative intent D. holding that legislative consent to suit must be by clear and unambiguous language in either a statute or by other express legislative permission E. holding that substantial or significant is not devoid of meaningful legislative standards

assistant: The best answer is E. holding that substantial or significant is not devoid of meaningful legislative standards
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: Infinity will be responsible for 75%, and Intellikine will be responsible for 25%, of any expenses incurred by Infinity or any of its Affiliates in connection with the sale of the Royalties (the “ Royalty Transaction Expenses ”), provided, however that, as between Infinity and Intellikine, such Royalty Transaction Expenses shall be capped at four million dollars ($4,000,000).

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: Any disclosure of any Confidential Information to the Receiving Party made during the Initial Term shall continue to be subject to this Agreement for a period of 2 years thereafter, provided that any trade secret shall be entitled to protection for the life of the trade secret. 5.4 Notwithstanding anything in section 5.3, the Receiving Party shall not be obliged to return or destroy any derivative materials or reports prepared by the Receiving Party for the Permitted Purpose, which materials and reports shall nonetheless remain subject to the confidentiality obligations in this Agreement.

assistant: Yes
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: remained subject to antitrust action by the Department of Justice. Although we are not unmindful of the disfavor with which antitrust exemption is generally regarded, see, e. g., California v. Federal Power Commission, 369 U.S. 482, 82 S.Ct. 901, 8 L.Ed.2d 54 (1962), we perceive significant differences between Philadelphia National Bank and the case which we today decide. AVe note that the history of the Bank Merger Act evidenced a congressional intent not to immunize bank mergers from at least Sherman Act attack, see 374 U.S. at 352, 83 S.Ct. 1715, whereas the 1934 Act entrusts the SEC with supervision of rate-fixing, a practice which outside the confines of the 1934 Act is a per se violation of the Sherman Act. Cf. Silver v. New York Stock Exchange, 373 U.S. at 347-349, 86 S.Ct. 1246 Options: A. recognizing that a group boycott carried out within the framework of the 1934 act is not a per se antitrust violation B. holding that violation of city ordinance does not constitute negligence per se C. holding that the per se rule does not apply to a vertical agreement between a buyer and supplier and noting that precedent limits the per se rule in the boycott context to cases involving horizontal agreements among direct competitors D. holding that violation of state law was not a per se constitutional violation E. holding a concerted boycott to be a per se violation of 1 of the sherman act

assistant: The best answer is A. recognizing that a group boycott carried out within the framework of the 1934 act is not a per se antitrust 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: interfere with , or attempt to interfere with , the access of any user , host , or network , including , without limitation , sending a virus , overloading , flooding , spamming , or mail-bombing the services ;

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: U.S. at 599, 115 S.Ct. 2357). The indictment in this case sufficiently alleges the elements of obstructing justice under the omnibus clause of § 1503: that Spadoni (1) endeavored (2) corruptly (3) to influence or obstruct the due administration of justice. See 18 U.S.C. § 1503; United States v. Fasolino, 586 F.2d 939, 940 (2d Cir.1978). Whether the government can prove that Spadoni knew his actions were likely to affect the grand jury will depend on the evidence at trial. See United States v. Furkin, 119 F.3d 1276, 1282 (7th Cir.1997). The fact that the indictment alleges that Spadoni believed that the grand jury would likely order the production of the documents does not compel a contrary conclusion. Cf. United States v. Miller, 471 U.S. 130, 136, 105 S.Ct. 1811, 85 L.Ed.2d 99 (1985) (<HOLDING>). Finally, because the statute is not ambiguous Options: A. holding that defendants prior possession of the physical means of committing the crime is some evidence of the probability of his guilt and is therefore admissible B. holding that if a crime is broadly defined the court can look beyond the elements of the crime C. holding that an indictment is sufficient as long as it fully and clearly sets out the crime and the elements of the offense even if the evidence consists of proof of other means of committing the same crime D. holding that an allegation as to the time of the offense is not an essential element of the offense charged in the indictment and within reasonable time limits proof of any date before the return of the indictment and within the statute of limitations is sufficient E. holding that an indictment gave sufficient notice when the indictment charged the elements of the offense

assistant: The best answer is C. holding that an indictment is sufficient as long as it fully and clearly sets out the crime and the elements of the offense even if the evidence consists of proof of other means of committing the same crime
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: v. Federal Reserve Bank of New York (S.D.N.Y. 1989) 704 F.Supp. 441, 447-448 (same); White v. Fed. Res. Bank (1995) 103 Ohio App.3d 534, 538-539 [660 N.E.2d 493, 496] (same); Osei-Bonsu v. Federal Home Loan Bank of New York (S.D.N.Y. 1989) 726 F.Supp. 95, 97-98 (dealing with section 12 of the Federal Home Loan Bank Act, as amended, as codified at section 1432(a) of title 12 of the United States Code, its common designation, which, in line with the model of section 24, Fifth, grants a federal home loan bank the power to “dismiss” any of its officers, among others, “at pleasure” by its board of directors: holding to the effect that section 1432(a) has been impliedly amended by Title VII). But compare Bollow v. Federal Reserve Bank of San Francisco (9th Cir. 1981) 650 F.2d 1093, 1100 (<HOLDING>). 5 In stating that section 24, Fifth, as Options: A. holding that even when applied retroactively the reexamination statute does not violate the due process clause of the fifth amendment the jury trial guarantee of the seventh amendment or article iii of the constitution B. holding in the context of section 341 fifth that the mere existence of federal agediscrimination laws apparently including the adea does not create a property interest protected by the due process clause of the fifth amendment to the united states constitution in the form of job entitlements for government employees over a certain age C. holding outside of the context of title vii or the adea to the effect that section 341 fifth preempts conflicting state law D. holding that the contracts clause article i section 10 clause 1 to the united states constitution does not apply to the actions of the federal government E. holding that entitlement to benefits is a property interest protected by the due process clause of the fifth amendment to the united states constitution

assistant: The best answer is B. holding in the context of section 341 fifth that the mere existence of federal agediscrimination laws apparently including the adea does not create a property interest protected by the due process clause of the fifth amendment to the united states constitution in the form of job entitlements for government employees over a certain age
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 financial statements attached hereto fairly and accurately present the consolidated financial condition, results of operations and cash flows of Guarantor (and its Subsidiaries, on a consolidated basis), in accordance with GAAP, consistently applied, as at the end of, and for, the date hereof (subject to normal year-end adjustments).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Larry Donnell Dunlap, an Arizona state prisoner, appeals pro se from the district court’s order dismissing his 42 U.S.C. § 1983 action against multiple defendants alleging violation of his Fourteenth Amendment rights. We have jurisdiction under 28 U.S.C. § 1291. We review de novo the district court’s dismissal for failure to state a claim under the screening provisions of 28 U.S.C. §§ 1915A, Resnick v. Hayes, 213 F.3d 443, 447 (9th Cir.2000), and 1915(e)(2)(B)(ii), Barren v. Harrington, 152 F.3d 1 U.S. 43, 69, 117 S.Ct. 1055, 137 L.Ed.2d 170 (1997) (<HOLDING>). AFFIRMED. ** This disposition is not Options: A. holding private actors are not acting under the color of state law for the purposes of section 1983 liability B. holding that states and state officials acting in their official capacities are not persons subject to liability under 1983 C. holding that states and state officials acting in their official capacity are not persons under 1983 D. holding states are not persons for the purposes of section 1983 E. holding as a matter of law that police departments are purely instrumentalities of the municipality with no separate identity thus they are not persons for purposes of 1983 and not capable of being sued under 1983

assistant: The best answer is D. holding states are not persons for the purposes of section 1983
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: here. The Parke-Davis Court was critical of the absence of an original complaint by the injured plaintiff and proper joinder of all parties in a unitary action. The case sub judice proceeded exactly as contemplated for the bringing of a contribution claim: "The procedural mechanism for invoking [a] non-statutoiy right of contribution ... is by means of third-party joinder.... [W]hether the inchoate right of contribution can be asserted in a given case will generally be determined based upon compliance with the procedural requirements necessary to invoke such right.” Parke-Davis, 217 W.Va. at 20, 614 S.E.2d at 20. The only procedural irregularity was created by the subsequent' settlement of Mr. Smith. 9 . See In re Rural/Metro Corp. Stockholders Litig., 102 A.3d 205, 223 (Del.Ch.2014) (<HOLDING>) Robarts v. Diaco, 581 So.2d 911, 915 Options: A. holding that the rights conferred to a joint account holder by massachusetts statutes and case law in fact give a joint account holder legal title in a joint account B. recognizing ability of one or more joint tortfeasors to settle on behalf of themselves and another joint tortfeasor and then pursue that joint tortfeasor for its share of the settlement payment C. recognizing necessity of release of joint tortfeasor against whom contribution is sought D. holding that right of one joint tortfeasor to implead a second joint tortfeasor and have the jury apportion the damages according to their relative degrees of fault was not merely a procedural right but a substantive right E. recognizing right of contribution against joint tortfeasor where release is obtained on his behalf

assistant: The best answer is B. recognizing ability of one or more joint tortfeasors to settle on behalf of themselves and another joint tortfeasor and then pursue that joint tortfeasor for its share of the settlement payment
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 other benefit by reason of such violation ...; and (C)such violation, practice, or breach— (i) involves personal dishonesty on the part of such party; or (ii) demonstrates willful or continuing disregard by such party for the safety or soundness of such ... institution.... 12 U.S.C. § 1818(e)(1) (1994). That is, the statute requires: misconduct, with certain adverse effects, committed with a culpable state of mind. Landry argues that each of these three factors is absent. Misconduct. The Board ruled that Landry’s actions constituted both unsafe and unsound banking practices under § 1818(e)(l)(A)(ii) and breaches of his fiduciary duty under § 1818(e)(l)(A)(iii). Because there is significant overlap between the two categories, see Kaplan v. OTS, 104 F.3d 417, 421 & n. 2 (D.C.Cir.1997) (<HOLDING>), it is unsurprising that the Board found that Options: A. holding only a party to the partnership agreement can breach it and be liable for a breach of fiduciary duty relating to partnership obligations B. holding that claim of breach of fiduciary duty can be resolved under connecticut law C. holding that breach of fiduciary duty claim was preempted by fehba D. recognizing that both involve undue risk and that a fiduciary breach can qualify as an unsafe or unsound practice E. recognizing the right of a creditor to sue a corporate director for breach of fiduciary duty

assistant: The best answer is D. recognizing that both involve undue risk and that a fiduciary breach can qualify as an unsafe or unsound practice
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: 10.4 the cooling-off period and refunds do not apply to paid-for-products that are ( i ) purchased via a third party partner of skype ( please contact the partner directly , who may decide in its sole discretion whether or not to pay a refund ) , ( ii ) not directly acquired online from skype ( e.g. vouchers or pre-paid cards ) ( iii ) paid for in cash using third party payment methods ( such as a cash payment wallet ) and ( iv ) paid for and allocated to your skype account by a skype manager administrator .

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: Sivitz and Lebed Assoc., 798 A.2d 281, 237 (Pa.Super.2002) (indicating that “the fact that a plaintiff is not aware that the defendant’s conduct is wrongful, injurious or legally actionable is irrelevant to the discovery rule analysis”), but the general rule is most often stated in terms of the plaintiffs actual or constructive awareness of an injury caused by another. Even the limited focus on injury and cause is subject to reasonable controversy, since this Court, on occasion, has suggested a broader focus on the plaintiffs knowledge of the fact of a cause of action. See, e.g., Pastierik, 514 Pa. at 524, 526 A.2d at 327. Finally, different decisions may be read as suggesting differing litmuses in the application of the terms “injury” and “cause.” Compare, e.g., Caro, 867 A.2d at 538 (<HOLDING>), with Fine, 582 Pa. at 272-73, 870 A.2d at Options: A. holding that the statute of limitations for an attorney malpractice suit did not begin to run until the client had suffered some actual damage B. holding at least under the facts of the case that the statute of limitations in a medical malpractice action did not begin to run until the plaintiff secured a specific medical diagnosis C. holding that a notice of claim period did not begin to run until discovery of the injury D. holding that the statute of limitations for attorney malpractice may begin to run before the plaintiff knows the full extent of his damages E. holding that plaintiffs claim that medical providers did not comply with baker act was not subject to medical malpractice statutes ajlthough a medical diagnosis is necessary in order to involuntarily commit a patient the process of complying with the statute does not require medical skill or judgment

assistant: The best answer is B. holding at least under the facts of the case that the statute of limitations in a medical malpractice action did not begin to run until the plaintiff secured a specific medical diagnosis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Seller has (i) been served or threatened in writing with any court filing in any litigation with respect to any Property in which Seller is named a party which has not been resolved, settled or dismissed and which could result in a material or adverse impact on the Property or Seller’s title to the Property or (ii) received written notice of any claim, charge or complaint from any governmental authority pursuant to any administrative, arbitration, or similar adjudicatory proceeding with respect to any Property which has not been resolved, settled or dismissed.

assistant: Litigations
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 of the Credit Parties shall have performed and complied with all agreements and conditions contained in this Agreement and the other Transaction Documents to which such Credit Party is a party required to be performed or complied with by it prior to or at such Closing Day, and immediately before and immediately after giving effect to the issue and sale of the applicable Series of Notes (and the application of the proceeds thereof pursuant to the requirements of Section 5.14) no Default or Event of Default shall have occurred and be continuing.

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: If either party breaches or violates this Agreement and Release and/or the continuing provisions of the Employment Agreement, the Intellectual Property Agreement or the Equity Grant Agreements applicable to Scribante pursuant to Section 4 in any way (a “Breach”), or if either party brings an action asking that this Agreement and Release be revoked, declared invalid or unenforceable, then if either party’s action against the other party is unsuccessful, or if either party successfully brings an action against the other party for such other party’s Breach, the unsuccessful party hereby agrees that he or it will pay all costs, expenses and reasonable attorneys’ fees incurred by the successful party in its successful defense against the action that the unsuccessful party brought or in the successful party’s successful prosecution of the action it brought against the unsuccessful party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in multiple counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute but one agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, portable document format or other electronic means shall be effective as delivery of a manually executed counterpart to this Amendment.

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 case excerpt and choose the best holding from the options. Case excerpt: argued that the monetary sanctions violated § 14. The Supreme Court held: “ ‘Section 14 prohibits actions against state officers in their official capacities when those actions are, in effect, actions against the State. Lyons v. River Road Constr., Inc., 858 So.2d 257, 261 (Ala.2003); Mitchell v. Davis, 598 So.2d 801, 806 (Ala.1992). “In determining whether an action against a state officer or employee is, in fact, one against the State, [a] [c]ourt will consider such factors as the nature of the action and the relief sought.” Phillips v. Thomas, 555 So.2d 81, 83 (Ala.1989). Such factors include whether “a result favorable to the plaintiff w in light of § 14, the commissioner, in his official capacity, may be assessed civil sanctions for his failur 8, 153 So.2d 234, 236 (1963) (<HOLDING>). Thus, we hold that the trial court’s order Options: A. holding that 14 prevents an action against the state when a result favorable to the plaintiff would directly affect a contract or property right of the state B. holding that an action cannot be maintained under young in unique circumstances where the suit against the state officer affects an essential attribute of state sovereignty in a manner that the action must be understood as one against the state C. holding that a declaratoryjudgment action against the state that would affect property in which the state had an interest was barred by 14 D. holding that an action against an officer was not an action against the state because the relief sought would not take away any property of the state or fasten a lien on it or interfere with the disposition of funds in the treasury E. holding a suit against an agency of the state is a suit against the state

assistant: The best answer is D. holding that an action against an officer was not an action against the state because the relief sought would not take away any property of the state or fasten a lien on it or interfere with the disposition of funds in the treasury
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: we may notify you by posting something on www.zynga.com , or in the zynga game ( s ) you play , and sending you an e-mail or using other ways of communicating with you based on the contact information you provide to us .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The terms of this Agreement, collectively with the Offer Letter, the Confidentiality Agreement between the Company and Executive entered into on or about the date herewith (the “Confidentiality Agreement” ), and the Indemnification Agreement, is intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements (but not the Confidentiality Agreement or the Indemnification Agreement), whether written or oral. The parties further intend that this Agreement, collectively with the Offer Letter, the Confidentiality Agreement, and the Indemnification Agreement, shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this 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: All notices and other communications provided for herein shall be by telephone, telecopier, electronic mail or in writing and telephoned, telecopied, mailed (electronic or otherwise) or delivered to the intended recipient at the telephone or telecopier number or “Address for Notices” specified in its Administrative Questionnaire or on the signature pages to this Agreement; or, as to any party, at such other telephone, electronic mail or telecopier number or address as shall be designated by such party in a notice to each other party. Except as otherwise provided in Sections 2.3 , 5.5 and 5.6 , all notices and other communications hereunder shall be deemed to have been duly given when transmitted by electronic mail or telecopier, or personally delivered or, in the case of a mailed notice, five Business Days after the date deposited in the mails, airmail postage prepaid, in each case given or addressed as aforesaid.

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: efforts on the part of the party committing the fraud to conceal it from the knowledge of the other party.” Id. at 397, 66 S.Ct. 582 (quoting Bailey v. Glover, 21 Wall. 342, 88 U.S. 342, 22 L.Ed. 636 (1874)). The Supreme Court went on to note that “[t]his equitable doctrine is read into every federal statute of limitation.” Id. The relatively few courts that have addressed whether equitable tolling may be applied to 11 U.S.C. § 727(e)(1) are virtually unanimous in holding that it may not. E.g., Roost v. Reynolds (In re Reynolds), 189 B.R. 199 (Bankr.D.Or.1995); International State Bank v. Fresquez (In re Fresquez), 167 B.R. 973 (Bankr.D.N.M.1994); Malloy v. Frank (In re Frank), 146 B.R. 851 (Bankr.N.D.Okla.1992). See also Gordon v. Bulbin (In re Bulbin), 122 B.R. 161 (Bankr.D.C.1990) (<HOLDING>); Santos v. Mast Construction Company (In re Options: A. holding that lack of knowledge of state court decision may provide basis for equitable tolling when prisoner acts diligently B. holding that the filing deadline under title vii is not a jurisdictional prerequisite to suit in federal court but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling C. holding that the 120day filing period is subject to equitable tolling and addressing circumstances warranting equitable tolling D. holding that plaintiffs lack of knowledge of the bankruptcy case doesnt affect the deadline in 727e1 for filing a 727d1 complaint but not expressly discussing equitable tolling E. holding 727d1 complaint was untimely and noting the one year period for filing runs from discharge rather than discovery of the fraud but not addressing expressly equitable tolling

assistant: The best answer is D. holding that plaintiffs lack of knowledge of the bankruptcy case doesnt affect the deadline in 727e1 for filing a 727d1 complaint but not expressly discussing equitable tolling
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: Customer shall pay fees to CDS for the Services provided under this Agreement in accordance with the “ Pricing Schedule ” attached hereto as Exhibit “B” . For each calendar month after March 1, 2015 (i.e., inclusive of the month of March 2015) during which CDS provides the Processing Services (during the term of this Agreement or after its termination, including during the Deconversion Period (as defined in Section 6.5 )), such fees for the Processing Services shall be an amount at least equal to the “ Minimum Monthly Fee ” as set forth on such Pricing Schedule (as prorated for any partial calendar month) . All Network fees, financial sponsorship fees and other pass-through expenses relating to a Network or transactions initiated at the Terminals (“ Pass-Through Expenses ”) shall be the responsibility of Customer . CDS will render a billing invoice for the fees for all Services and Pass-Through Expenses incurred by Customer in each calendar month no later than the 15 th day of the following month . Such invoice shall include an itemized summary of all transactions processed, all fees and Pass-Through Expenses incurred in such calendar month and such other information as reasonably requested by Customer . All undisputed amounts shall be due and payable [****] after receipt of the applicable invoice . All undisputed amounts invoiced and outstanding after the due date shall bear interest from the due date to the date of payment at a rate equal to the lesser of [****] per annum or the highest legally allowable rate . All fees and other amounts due by Customer hereunder are subject to dispute in accordance with Section 5.4 and reduction for Service Levels credits pursuant to Exhibit “C”.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Shareholder understand and acknowledge that the Acquiror Company may refuse to transfer the Acquiror Company Shares, unless the Shareholder comply with this Section 4.2.3. The Shareholder consent to the Acquiror Company making a notation on its records or giving instructions to any transfer agent of the Acquiror Company’s Common Stock in order to implement the restrictions on transfer of the Acquiror Company Shares.

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: Each Party and each Edge Indemnitee or Oakwood Indemnitee, as applicable, shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to each Party to, and reasonable retention by the Edge Indemnitee or Oakwood Indemnitee, as applicable, of, records and information that are reasonably relevant to such Third Party Claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, that neither Party nor any Edge Indemnitee or Oakwood Indemnitee, as applicable, shall be required to disclose legally privileged information unless and until procedures reasonably acceptable to such Party are in place to protect such privilege.

assistant: Cooperation
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: Purchaser is a limited company duly organized, validly existing and in good standing under the Laws of Brazil. ABI is a corporation orgazined, validly existing and in good standing under the Laws of Delaware, United States of America.

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: Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, in any manner that might cause the Credit Extension or the application of such proceeds to violate Regulations T, U or X of the FRB, in each case as in effect on the date or dates of such Credit Extension and such use of proceeds, or otherwise use proceeds of any Credit Extension in violation of Section 7.12 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Uniform Partnership Act, provides that dissolution is caused “by the express will” of any partner ceasing association with the continued operation of the business. TUPA § 31. Palmer contends that the June 1995 letter conclusively established the partnership’s dissolution as of that date. Palmer cites a single Texas court of appeals case, Woodruff v. Bryant, 558 S.W.2d 535, 539-40 (Tex.Civ.App.—Corpus Christi 1977, writ ref'd n.r.e.), in support of the proposition that dissolution occurs “automatically” upon a partner’s expression of intent to dissolve. But in every Texas case cited by Palmer or the court of appeals, the court only held that the mere expression of will to dissolve is legally sufficient evidence of dissolution. See Thomas v. Am. Nat’l Bank, 704 S.W.2d 321, 324 (Tex.1986) (<HOLDING>); Woodruff, 558 S.W.2d at 539-40 (holding a Options: A. holding that at the summary judgment stage there must be sufficient evidence on which the jury could find for the plaintiff B. holding that unsupported contentions do not preclude summary judgment C. holding a single conversation to be sufficient evidence of dissolution to preclude summary judgment D. holding that an affidavit denying what is established by ones own evidence does not preclude summary judgment E. holding that inconsistencies in the summary judgment evidence of a single witness create a fact issue

assistant: The best answer is C. holding a single conversation to be sufficient evidence of dissolution to preclude summary judgment
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: Article 18 of the Lease is amended to provide that the parties recognize the following parties as the brokers who negotiated this Amendment, and agree that Landlord shall be responsible for payment of brokerage commissions to such brokers pursuant to its separate agreements with such brokers: Irvine Realty Company and CBRE, Inc. (collectively, “ Landlord’s Broker ”) is the agent of Landlord exclusively and Newmark Cornish & Carey (“ Tenant’s Broker ”) is the agent of Tenant exclusively. By the execution of this Amendment, each of Landlord and Tenant hereby acknowledge and confirm (a) receipt of a copy of a Disclosure Regarding Real Estate Agency Relationship conforming to the requirements of California Civil Code 2079.16, and (b) the agency relationships specified herein, which acknowledgement and confirmation is expressly made for the benefit of Tenant’s Broker. If there is no Tenant’s Broker so identified herein, then such acknowledgement and confirmation is expressly made for the benefit of Landlord’s Broker. By the execution of this Amendment, Landlord and Tenant are executing the confirmation of the agency relationships set forth herein. The warranty and indemnity provisions of Article 18 of the Lease, as amended hereby, shall be binding and enforceable in connection with the negotiation of this Amendment.

assistant: Brokers