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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Third Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts when taken together shall constitute but one and the same Third Amendment. Signatures to this Third Amendment transmitted in .pdf (portable document format), via electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Third Amendment. Seller and Buyer further agree that the acknowledgement of this Third Amendment by Escrow Agent is not required for this Third Amendment to be binding and effective as between Seller and Buyer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan will generally be administered by the Board. Subject to the express provisions of the Plan, the Board has discretion to interpret the Plan and to make all other policy decisions relating to the operations of the Plan. The Board may adopt any rules, regulations, guidelines, and forms relating to the Plan that it determines to be appropriate, and to make any other determination that it believes necessary or advisable for the proper administration of the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any claim or dispute between the Parties arising out of or relating to this Agreement, any other agreement between the Parties, Executive’s employment with the Company, or any termination thereof (collectively, “ Covered Claims ”) shall (except to the extent otherwise provided in Section 15(e) with respect to certain requests for injunctive relief) be resolved by binding confidential arbitration, to be held in Wilmington, Delaware, before a panel of three arbitrators in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association and this Section 29. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Pending the resolution of any Covered Claim, Executive (and his beneficiaries) shall continue to receive all payments and benefits due under this Agreement or otherwise, except to the extent that the arbitrators otherwise provide. The Company shall reimburse Executive for all costs and expenses (including, without limitation, legal, tax and accounting fees) incurred by him in any arbitration under this Section 29, to the extent he substantially prevails in any such arbitration.

assistant: Arbitration
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 Escrow Agent’s duties are entirely ministerial and not discretionary, and the Escrow Agent will be under no duty or obligation to do or to omit the doing of any action with respect to any Escrow Property, except to give notice, provide monthly reports, make releases, keep an accurate record of all transactions with respect to the Escrow Property, hold the Escrow Property in accordance with the terms of this Agreement and to comply with any other duties expressly set forth in this Agreement. The Escrow Agent shall not have any interest in any Escrow Property, but shall serve as escrow holder only and have only possession thereof. Subject to the following sentence, nothing contained herein shall be construed to create any obligation or liability whatsoever on the part of the Escrow Agent to anyone other than the parties to this Agreement. There are no third party beneficiaries to this Agreement, other than the express rights of the Company and Purchaser under this Agreement for periods until after the Closing, who the parties acknowledge are express third party beneficiaries of this Agreement until after the Closing.

assistant: Duties
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: has not imposed strict liability for disparate impact. Pfaff recognized that a defendant may rebut a plaintiffs showing of disparate impact by “supplying] a legally sufficient, nondiscriminatory reason.” 88 F.3d at 746-747 (noting that “the appropri ate standard of rebuttal in [Title VII] disparate impact cases normally requires a compelling business necessity”). The question here is what constitutes a legally sufficient reason for a municipality executing its congressionally mandated duties under TEFRA. While we are mindful of the guidance Title VII often provides in FHA,cases, the defense of “business necessity” in the employment discrimination arena does not transpose cleanly into the circumstances present here. Resident Advisory Bd. v. Rizzo, 564 F.2d 126, 148 (3rd Cir.1977) (<HOLDING>). Congress required the city council to hold a Options: A. recognizing that importing the defense of business necessity from the employment discrimination context to a claim under the fair housing act is of somewhat uncertain application B. holding that claims arising under the age discrimination in employment act may be subject to arbitration C. holding that the elements of a criminal necessity defense under 951 are the same as the civil privilege defense D. holding that the most analogous claim for relief under new york law is a claim for employment discrimination E. holding that city council is entitled to absolute legislative immunity from claim under the age discrimination in employment act

assistant: The best answer is A. recognizing that importing the defense of business necessity from the employment discrimination context to a claim under the fair housing act is of somewhat uncertain application
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon any distribution of shares of Common Stock in respect of the Performance Units, the Corporation shall automatically reduce the number of shares of Common Stock to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or any of its subsidiaries with respect to such distribution of shares at the applicable withholding rates. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Performance Units, the Corporation (or a subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment. The Participant agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 11.

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: Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not show that Tyson’s conduct was the sole cause of their injury in order to establish proximate cause; they need show only that the conduct was a substantial cause. See Schwartz v. Sun Co., 276 F.3d 900, 904 (6th Cir.2002) (“Where there is evidence, as in this case, which tends to show that [plaintiffs] losses were a result of [defendant’s] conduct, as well as evidence which tends to show that his losses were attributable to other factors, it is normally up to the trier of fact to decide which is the case.”); Cox v. Admin. United States Steel & Carnegie, 17 F.3d 1386, 1399 (11th Cir.1994) (“A proximate cause is not [] the same thing as a sole cause. Instead, a factor is a proximate cause if it is a substantial factor in the sequence of responsible causation.”) (quotation omitted); id. (<HOLDING>). That determination will require some evidence Options: A. holding that union members suit based on contract that was independent of a collective bargaining agreement was not preempted and not removable B. holding union members state law claims for defamation against union preempted C. holding that union members had standing to bring rico claims for reduced compensation under collective bargaining agreement D. holding that plaintiff had standing to bring a rico conspiracy claim despite his inability to bring a substantive rico claim E. holding that an employee may sue for breach of a collective bargaining agreement without the union

assistant: The best answer is C. holding that union members had standing to bring rico claims for reduced compensation under collective bargaining agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding on, and shall inure to the benefit of, the Company and any person or entity that succeeds to the interest of the Company (regardless of whether such succession does or does not occur by operation of law) by reason of a merger, consolidation or reorganization involving the Company or a sale of all or substantially all of the assets of the Company. The Company further agrees that, in the event of a sale of assets as described in the preceding sentence, it shall use its reasonable best efforts to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder in writing as a condition to any assignment thereof to such assignee or transferee. This Agreement shall also inure to the benefit of Executive’s heirs, executors, administrators and legal representatives and beneficiaries as provided in Paragraph 8(d).

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: This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The rights and obligations of the parties under this letter agreement shall survive, and remain binding and enforceable, notwithstanding any termination of your employment hereunder or any settlement of the financial rights and obligations arising from your employment with the Company, to the extent necessary to preserve the intended benefits of such provisions.

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 case excerpt and choose the best holding from the options. Case excerpt: at 993. B. The People next argue that the evidence discovered by the arresting officers is admissible under the good faith exception to the exclusionary rule. Subsection 16-3-308(1), 8A C.R.S. (1986), provides that “[ejvidence which is otherwise admissible in a criminal proceeding shall not be suppressed by the trial court if the court determines that the evidence was seized by a peace officer, as defined in subsection 18-1-901(3)(1), C.R.S., as a result of a good faith mistake or a technical violation.” “Good faith mistake” is defined in subsection 16-3-308(2)(a) as “a reasonable judgmental error concerning the existence of facts or law which if true would be sufficient to constitute probable cause.” See also United States v. Leon, 468 U.S. 897, 104 S.Ct. 3405, 82 L.Ed.2d 677 (1984) (<HOLDING>); Massachusetts v. Sheppard, 468 U.S. 981, 104 Options: A. recognizing good faith exception to fourth amendment exclusionary rule B. holding that the fourth amendment exclusionary rule should not bar the use of evidence obtained by police officers acting in good faith and with reasonable reliance on a facially valid search warrant C. holding that the exclusionary rule under the fourth amendment applies to civil forfeiture proceedings D. holding that an exception to the fourth amendment exclusionary rule applies where the police would have obtained the evidence if no illegality had occurred E. holding that with respect to the good faith exception to the exclusionary rule article 1 section 11 of the wisconsin constitution affords additional protection than that which is afforded by the fourth amendment

assistant: The best answer is A. recognizing good faith exception to fourth amendment exclusionary rule
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: proceedings are not judicial in nature and thus fall outside the scope of the removal statute. Chicago, Rock Island & Pac. R.R. Co. v. Stude, 346 U.S. 574, 578-79, 74 S.Ct. 290, 98 L.Ed. 317 (1954) (stating that when the jurisdiction of the state district court is invoked, an eminent domain action becomes civil in nature); Boom Co. v. Patterson, 98 U.S. 403, 406-07, 25 L.Ed. 206 (1879) (stating that the task of commissioners appointed to appraise the value of condemned land was “not a suit at law in the ordinary sense of those terms”); City of Thibodaux v. La. Power & Light Co., 255 F.2d 774, 776 (5th Cir.1958) (stating that state condemnation proceedings may not be removable civil actions at all stages); Village of Walthill v. Iowa Elec. Light & Power Co., 228 F.2d 647 (8th Cir.1956) (<HOLDING>). Appealing as the logic of those cases may be Options: A. holding that an attorneys fees award is not appealable until the amount of the award is set B. holding a judgment of a district court does not become final by appeal within the meaning of the statute providing for registration of such judgments in another district until the case has been disposed of by appeal C. holding that a defendant that invokes the jurisdiction of a court as a plaintiff waives its personal jurisdiction defense in all actions related to the claim for which it invoked the courts jurisdiction D. holding that a case is not removable until the state district courts jurisdiction is invoked by the appeal of the condemnation award E. holding that the record supported the district courts award of damages

assistant: The best answer is D. holding that a case is not removable until the state district courts jurisdiction is invoked by the appeal of the condemnation award
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: posting , sending or otherwise making available via nintendo account service any content that infringes the rights of others , including any patent , trademark , trade secret , copyright , privacy rights , portrait rights or other intellectual property or proprietary rights ;

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 Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for a period of one (1) year commencing as of the Effective Date (such period, as it may be extended or renewed, the “Term”), which employment may be terminated in accordance with the provisions of Section 6. The Term shall be automatically renewed for successive one-year terms unless notice of non-renewal is given in writing by either party at least 30 days before the end of the Term.

assistant: Terms
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 a court of competent jurisdiction holds that any provision or sub-part thereof contained in this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect any other provision in this Agreement. Additionally, if any of the provisions, clauses or phrases in Section 6, Trade Secrets, Confidential Information, Company Property and Competitive Business Activities, are held unenforceable by a court of competent jurisdiction, then the parties desire that such provision, clause, or phrase be “blue-penciled” or rewritten by the court to the extent necessary to render it enforceable.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 5.8 you will not post , upload , publish , submit or transmit any member content that : ( i ) is fraudulent , false , misleading ( directly or by omission or failure to update information ) or deceptive ; ( ii ) is defamatory , libelous , obscene , pornographic , vulgar or offensive ; ( iii ) promotes discrimination , bigotry , racism , hatred , harassment or harm against any individual or group ; ( iv ) is violent or threatening or promotes violence or actions that are threatening to any other person ; ( v ) promotes illegal or harmful activities or substances ; or ( vi ) violates airbnb 's content policy or any other airbnb policy .

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: disturb any of these Family Court rulings. He has not applied for a vacatur of the temporary custody order or the placement of the child in his temporary custody. Instead, Plaintiff only seeks specified monetary damages, see id. ¶¶ 739-42, and injunctive relief holding that various sections and procedures of the N.Y. Dom. Rel. Law unconstitutional prospectively, see id. ¶¶ 451-464, 728-29. Consequently, the Court follows the Second Circuit’s reasoning in McNamara and Green and finds that Rooker-Feldman does not apply to Plaintiffs claims that only seek monetary damages or prospective injunctive relief and do not seek to overturn a child custody award. See also Pittman v. Cuyahoga County Dep’t of Children and Family Servs., No. 06-3312, 2007 WL 2050840, at *3 (6th Cir. July 16, 2007) (<HOLDING>). III. Domestic Relations Exception Several Options: A. holding that the federal claims which arose from state court criminal contempt proceedings were inextricably intertwined with the state court action and thus the federal district court lacked subject matter jurisdiction over the claims pursuant to the rookerfeldman doctrine B. holding rookerfeldman doctrine inapplicable to claims that do not require review of a judicial decision in a particular case C. holding rookerfeldman doctrine deprived district court of jurisdiction to review decision of west virginia state bar D. holding that the rookerfeldman doctrine is broad enough to bar all federal claims that were or should have been central to the state court decision E. holding that rookerfeldman does not bar plaintiff claims that do not focus on the outcome of state court custody proceedings or other wise request reversal of a juvenile court decision

assistant: The best answer is E. holding that rookerfeldman does not bar plaintiff claims that do not focus on the outcome of state court custody proceedings or other wise request reversal of a juvenile court decision
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: to grant relief on such claim, we next address Appellant’s remaining allegations, which were preserved in his supplemental PCRA petition. Arguing in the alternative, Appellee contends that a Batson claim does not fit within the eligibility requirements of Section 9543(a)(2) of the PCRA and therefore he is entitled to state habeas corpus relie aim alleging ineffective assistance of counsel for failing to file an appeal is cognizable under the PCRA). We find that Appellee’s Batson claim, which essentially attacks his underlying murder conviction, is akin to the aforementioned claims which have been held to be within the ambit of the PCRA and is unlike those unique claims which fall outside the PCRA’s statutory scheme. See Commonwealth v. West, 595 Pa. 483, 938 A.2d 1034 (2007) (<HOLDING>); Commonwealth v. Judge, supra, (holding that Options: A. holding claim is not cognizable B. holding that substantive due process challenge to continued validity of defendants judgment of sentence after a nineyear delay is not cognizable under the pcra C. holding that claim alleging counsels ineffectiveness during the plea bargaining process is cognizable under the pcra D. recognizing 1983 substantive due process claim E. holding claim is cognizable

assistant: The best answer is B. holding that substantive due process challenge to continued validity of defendants judgment of sentence after a nineyear delay is not cognizable under the pcra
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: view of its decision on the merits, the Court need not address. Rule 35(a) on its face does not provide a time limit for when a motion must be filed, but a time limit within which the Court must act. The circuits are split on how to deal with this language. Compare United States v. Barragan-Mendoza, 174 F.3d 1024, 1030 (9th Cir.1999) (timely motion filed pursuant to Rule 35(c) [the predecessor to Rule 35(a) ] does not give jurisdiction to court for so long as it takes to dispose of motion because court itself is required to act within the prescribed time limit by plain language of the Rule); United States v. Morillo, 8 F.3d 864, 869 (1st Cir.1993) (same); United States v. Turner, 998 F.2d 534, 536 (7th Cir.1993) (same) with United States v. Cannouche, 138 F.3d 1014, 1016 (5th Cir.1998) (<HOLDING>); United States v. Corey, 999 F.2d 493, 496 Options: A. holding that the only question on a rule 35a motion is whether the sentence imposed was illegal on its face emphasis added B. holding that motion for reconsideration renders deportation order nonfinal despite language of the 1990 amendments C. holding that time limit in rule 35c predecessor to rule 35a is jurisdictional D. holding that timely filing of rule 35c predecessor to rule 35a motion renders otherwise final order of district court nonfinal until disposition of that motion E. holding that because the finality of judgment is effectively postponed by the timely filing of a motion under rule 59 the deadline for filing a motion for attorneys fees is tolled until the postjudgment motion is resolved

assistant: The best answer is D. holding that timely filing of rule 35c predecessor to rule 35a motion renders otherwise final order of district court nonfinal until disposition of that motion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed on Exhibit C , there is no (a) action, suit, arbitration proceeding, claim, demand, citation, summons, subpoena, investigation or other proceeding (whether civil, criminal, administrative, regulatory, investigative or informal) pending or, to the Knowledge of Seller, threatened in respect of the Purchased Receivables, the Product or otherwise, at law or in equity, or (b) inquiry or investigation (whether civil, criminal, administrative, regulatory, investigative or informal) by or before a Governmental Entity pending or, to the Knowledge of Seller, threatened against Seller or any of its Subsidiaries in respect of the Product, the Purchased Receivables or otherwise, that, in either case, (i) if adversely determined, could reasonably be expected to result in a Seller Material Adverse Effect, or (ii) challenges or seeks to prevent or delay the consummation of any of the transactions contemplated by any of the Transaction Documents. To the Knowledge of Seller, no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such action, suit, arbitration, claim, investigation, proceeding or inquiry.

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: The execution, delivery and performance by such Investor of the Transaction Documents and the consummation by such Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

assistant: No Conflicts
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: because, whereas the latter is necessarily satisfied out of, and thus constitutes a property interest in, marital property, the former is not satisfied out of, and thus cannot constitute a property interest in, marital property — instead, the former will be satisfied out of property that either no longer constitutes, or never constituted, marital property. The Court notes that its holding regarding the dichotomy that exists between in kind relief and equalization relief vis-a-vis the classification of a pre-petition equitable distribution right is not all that novel since at least one other court has also found such a dichotomy to exist, see In re Emelity, 251 B.R. 151, 154-157 (Bankr.S.D.Cal.2000), although such court’s analysis differs from this Court’s in other regards, see Id. (<HOLDING>). Also, so as to compare this Court’s decision Options: A. holding that when a creditor files a proof of claim the bankruptcy court has core jurisdiction to determine that claim even if it was a prepetition contract claim arising under state law B. holding that every prepetition debt is discharged subject to the provisions of 523 C. holding that creditors cannot allow postpetition funds to be automatically applied to a prepetition indebtedness absent some positive indication that debtors indeed intend to voluntarily assume their prepetition debts D. holding that a prepetition equitable distribution right to equalization relief constitutes a discharged prepetition claim and distinguishing while agreeing with in re marriage of seligman 14 calapp4th 300 18 calrptr2d 209 214215 1993 wherein it was held that a prepetition equitable distribution right to in kind relief does not constitute a prepetition claim E. holding that provision in prepetition agreement which precluded sale of assets by debtor was not a bar to a sale under section 363 because prepetition agreements purporting to in terfere with a debtors rights under the bankruptcy code are not enforceable

assistant: The best answer is D. holding that a prepetition equitable distribution right to equalization relief constitutes a discharged prepetition claim and distinguishing while agreeing with in re marriage of seligman 14 calapp4th 300 18 calrptr2d 209 214215 1993 wherein it was held that a prepetition equitable distribution right to in kind relief does not constitute a prepetition claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Parties acknowledges that such Party has reviewed this Agreement in its entirety and has had a full and fair opportunity to negotiate its terms and to consult with counsel of such Party’s own choosing concerning the meaning and effect of this Agreement. Each Party therefore waives all applicable rules of construction that any provision of this Agreement should be construed against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language used.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Article 18 sets forth certain provisions that are applicable if a Member (the “ Acquiring Member ”) or its assignee purchases all or a portion of the entire Membership Interest of the other Member in the Company (the “ Exiting Member ”). The date on which the Acquiring Member or its assignee acquires the Membership Interest of the Exiting Member is herein called the “ Acquisition Date .” The provisions of this Article 18 are intended to supplement any other provisions of this Agreement that give a Member the right to purchase or sell a Membership Interest. Nothing contained in this Article 18 shall be deemed to give to any Member any right to purchase or sell a Membership Interest, such rights, if any, being contained in the other Articles of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: are recoverable irrespective of the NCP. Gache v. Town of Harrison, N.Y., 813 F.Supp. 1037, 1046 (S.D.N.Y.1993). Weyerhaeuser can be held liable so long as it caused defendants to incur response costs, even if no actual migration of contaminants from the Wolcott Site or Canal D to the Damen Site is shown. See Matter of Chicago, Milwaukee, St. Paul & Pac. R. Co., 78 F.3d 285, 289-90 (7th Cir.1996), cert. denied, — U.S. -, 117 S.Ct. 763, 136 L.Ed.2d 710 (1997), (observing that “CERCLA unequivocally imposes strict liability on the current owner of a facility from which there is a release or threat of release, without regard to causation.”); Dedham Water Co. v. Cumberland Farms Dairy, Inc., 889 F.2d 1146, 1154 (1st Cir.1989) (same); United States v. Wade, 577 F.Supp. 1326 (E.D.Pa.1983) (<HOLDING>). Thus, Weyerhaeuser’s arguments that there is Options: A. holding that when an indictment charges several acts conjunctively under a statute which subjects several alternative acts to the same punishment the government need only prove violation of one of the alleged acts to prove violation of the statute B. holding that the injury was inflicted by the defendant when it occurred while the defendant applied force directly to the victims person C. holding that predicate acts need not be in furtherance of the enterprise D. holding that a cercla plaintiff need not directly link acts of each generator defendant to the environmental harm that prompted the cleanup E. holding that the underlying suit did not seek to prevent unjust enrichment or to deprive defendant of the net benefit of its allegedly wrongful act but rather the underlying settlement was calculated by determining the individual harm suffered by each plaintiff

assistant: The best answer is D. holding that a cercla plaintiff need not directly link acts of each generator defendant to the environmental harm that prompted the cleanup
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: Timely file (after giving effect to any extensions) complete and correct United States federal and state income Tax returns and all other material Tax returns required by law and pay when due all United States federal and state income Taxes and all other material Taxes upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings, with respect to which adequate reserves have been set aside in accordance with GAAP.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: prosecutor began his rebuttal direct examination by asking Sergeant DeGraff whether Turbe had asked him to call the F.B.I., and whether Turbe had called the F.B.I. himself. The prosecutor properly posed these questions in order to disprove Turbe’s statement that he had asked the police to call the F.B.I. for him after he was arrested. See United States v. Chrzanowski, 502 F.2d 573 (3d Cir. 1974) (“The proper function and purpose of rebuttal testimony is to explain, repel, counteract or disprove the evidence of the adverse party.”). Sergeant DeGraff responded to both questions in the negative. Without any further questioning by the for the prosecutor to question Turbe regarding the prior seizure of weapons from his house. See United States v. Jackson, 339 F.3d 349, 357 (5th Cir. 2003) (<HOLDING>); United States v. Vallie, 284 F.3d 917, 921-22 Options: A. holding that the prosecutors question to the defendant about a prior unrelated offense was improper B. holding prosecutors reference in closing argument to defendants prior conviction constituted an introduction of evidence so extremely unfair as to violate fundamental conceptions of justice and thus a deprivation of defendants right to due process C. holding that the prosecutors indirect reference to a defendants prior conviction was improper D. holding that prosecutors reference to cooperation agreements with government witnesses was not plain error E. holding that the prosecutors reference to the nonexistence of mitigating evidence was not a comment on the defendants failure to testify

assistant: The best answer is C. holding that the prosecutors indirect reference to a defendants prior conviction was improper
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 Credit Party hereby acknowledges and agrees that (a) no failure or delay by Agent or any Lender in exercising any right, power or remedy under this Agreement or under any of the other Transaction Documents shall operate as a waiver thereof, (b) no failure or delay by Agent or any Lender to insist upon the strict performance by such Credit Party of any term, condition, covenant or agreement or to exercise any right, power or remedy as a result of the breach thereof shall constitute a waiver of any such term, condition, covenant or agreement or of any breach thereof or preclude Agent or any Lender from insisting on the strict performance thereof, and (c) no single or partial exercise of any right, power or remedy of Agent or any Lender shall preclude further exercise of any right, power or remedy.

assistant: No 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: subject to the foregoing , you use this website at your own risk and in no event shall the tripadvisor media group companies ( or their officers , directors and affiliates ) be liable for any direct , indirect , punitive , incidental , special , or consequential lossses or damages or any loss of income , profits , goodwill , data , contracts , use of money , or loss or damages arising from or conntected in any way to business interruption of any type arising out of , or in any way connected with , your access to , display of or use of this website or with the delay or inability to access , display or use this website ( including , but not limited to , your reliance upon reviews and opinions appearing on this website ; any computer viruses , information , software , linked sites , products , and services obtained through this website ; or otherwise arising out of the access to , display of or use of this website ) whether based on a theory of negligence , contract , tort , strict liability , or otherwise , and even if tripadvisor has been advised of the possibility of such damages .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Government knew that the Contract was in an overrun position, there was no evidence that the Government did not want the prototype CLINs performed. 35. Northrop Grumman, with the Government’s encouragement, continued performance and continued to incur costs in excess of the obligation limitation due to the various constructive changes, extra work, defective specifications, delays, acceleration, and interference. Glinka Deck UH 28, 35. Plaintiff also cites documents showing that the Government was aware, not only of the nature and extent of the work plaintiff performed, but also of funding overruns. In spite of this knowledge, plaintiff hat the Government intended to create an objective expectation of an intent to provide further funding. Cf. American Electronic Labs., 774 F.2d at 1115 (<HOLDING>). Mr. Glinka’s declaration is dispositive Options: A. holding that immunity applies to suit for declaratory judgment that plaintiff was entitled to continue paying for mudshell at the price specified in its contract with the government B. holding that the government can use prearrest silence for impeachment purposes against a defendant because no government action induced the silence C. holding that the alien was entitled to performance by the government of its promise that the government would not oppose any of his motions for relief from deportation D. holding that government consistently induced plaintiff to continue its performance by making representations that it would fund the overrun E. holding that a mutual fund magellan cannot be held primarily liable on a theory of respondeat superior for the alleged misstatements of its fund manager notwithstanding plaintiffs contention that the market understood that the fund manager

assistant: The best answer is D. holding that government consistently induced plaintiff to continue its performance by making representations that it would fund the overrun
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 Second Amendment and Limited Waiver, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

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: No action, suit or proceeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent the carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reasonable opinion of CSI, a materially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of the Company.

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: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: out to pin the crime on someone who, by his own account, had absolutely nothing to do with it. Applying the second prong of the Gaither test, we think that the issue which Ms. Bradford was ready to address — an admission by Armstrong that he was the man who shot the victims — goes to the central issue in the case. By all accounts, only one man did the shooting. Any admission by Armstrong that he was that man made it less likely that Ford did it. “[The] principle which states that an average person will not acknowledge the existence of a fact that is counter to his interest unless he knows it to be true [applies], as a matter of logic, [to] declarations against penal interest ... as well as [to] ... statements against pecuniary or proprietary interest.” Laumer, supra, 409 A.2d at 196 (<HOLDING>). There was, however, substantial other Options: A. holding that nonself inculpatory statements are not statements against penal interest under fedrevid 804b3 B. holding that exclusion of hearsay statements violated due process even though statements were not admissible under mississippi law which did not recognize declarations against penal interest as a exception to the rule against hearsay C. holding declarations against penal interest admissible where certain conditions are met D. holding in a criminal case that a statement by an unavailable declarant was not admissible as a declaration against his penal interest and was not admissible under rule 804b5 either E. holding that only selfinculpatory aspects of hearsay statement but not other parts of statement are admissible under exception for statements against penal interest

assistant: The best answer is C. holding declarations against penal interest admissible where certain conditions are met