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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: intent.”). To make matters worse, we have not required an actual duplication of benefits when an owned-but-not-insured exclusion is contained in underinsured motorists (UIM) coverage. We have said that, in the context of UIM coverage, there is “no duplication of benefits until the victim has been fully compensated.” McClure v. Northland Ins. Co., 424 N.W.2d 448, 450 (Iowa 1988) (applying section 516A.2(1)’s duplieation-of-benefits provision). Yet in Kluiter v. State Farm Mutual Automobile Insurance Co., 417 N.W.2d 74 (Iowa 1987), we upheld an owned-but-not-insured exclusion with no discussion of whether the insured had been fully compensated for his injuries. 417 N.W.2d at 76. Instead, we merely found “potential duplication.” Id.(emphasis added); see also Hornick, 511 N.W.2d at 374 (<HOLDING>). Our inconsistent application of the statute’s Options: A. holding that prospective buyer of used car could not recover under dealers uim endorsement because uim insurance is not for protection of vehicles but of persons B. holding that insurers failure to deny existence of insurance coverage under policy at issue was to admit that coverage existed C. holding the uim policy provision at issue may be viewed as an attempt to avoid duplication of insurance coverage and is therefore permitted under iowa code section 516a2 emphasis added D. holding that the plain meaning of the uim policy language was clear and not contrary to public policy E. holding plaintiffs uim claims did not accrue until his lawsuit against the underinsured driver was resolved where insurance policy provided for uim coverage only after liability policies had been exhausted

assistant: The best answer is C. holding the uim policy provision at issue may be viewed as an attempt to avoid duplication of insurance coverage and is therefore permitted under iowa code section 516a2 emphasis added
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 reflected in the SEC Filings or in the Disclosure Schedule, t he execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods.

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: Debtor has filed all tax returns and reports required by any governmental authority to be filed by Debtor, and such returns and reports are true and correct. Debtor has paid all taxes, assessments, and other government charges imposed upon it or its income, profits or properties, or upon any part thereof, other than those presently payable without penalty or interest.

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 legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized capital stock of the Company consists of, 50,000,000 shares of the Common Stock, par value $.001 per share, of which 24,657,360 were issued and outstanding as of October 12, 2017. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Furthermore, in lieu of any invalid, illegal, or unenforceable provision, there shall be automatically added to this Agreement a provision as similar to the illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and 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 case excerpt and choose the best holding from the options. Case excerpt: as Aladdin argues, to only section 29, it could just as reasonably be read to refer, as Bayerische argues, to the PMA as a whole. Indeed, the latter interpretation seems more likely. The clause at issue comes at the end of a sentence that states “no other person shall have any right ... under ... this Agreement, except as otherwise specifically provided herein.” (emphasis supplied). The following sentence, which identifies the Swap Counterparty as “an intended third party beneficiary” (emphasis supplied) has no language of limitation and could reasonably be read as clarification that, whomever else might be a third-party beneficiary, the Swap Counterparty is for certain. See also Sony Computer Entm’t Inc. v. Nippon Express U.S.A. (Ill), Inc., 313 F.Supp.2d 333, 336-38 (S.D.N.Y.2004) (<HOLDING>). By contrast, in one of the cases the district Options: A. holding that a rule requiring an excess carrier to drop down upon the insolvency of the primary carrier would impermissibly shift the risk of the primary carrier to the excess carrier and would require insurance companies to scrutinize one anothers financial stability before issuing secondary policies B. holding that bill of lading not charterparty governed contract dispute between carrier and shipper C. holding specifically provided otherwise herein broad enough to refer to full contract between sony and common carrier but not to provision in separate contract between a subcontracted carrier and railway company D. holding the only lawful interstate common arrangement or through ticketing is an arrangement between a motor carrier and the air carrier E. recognizing a breachofduty action by an employee against a workers compensation carrier even though the carrier issued its policy to the employer

assistant: The best answer is C. holding specifically provided otherwise herein broad enough to refer to full contract between sony and common carrier but not to provision in separate contract between a subcontracted carrier and railway company
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the evidence. Hicks, 509 U.S. at 511, 113 S.Ct. at 2749. In interpreting Hicks, supra, the Second Circuit has stated definitively as follows: [Defendant] misreads the Supreme Court’s statement in Hicks that once a defendant produces evidence of a legitimate, nondiscriminatory reason for his or her action, the plaintiff must then establish that the defendant’s actions were intentionally discriminatory. [Defendant] takes this statement as requiring the plaintiff to adduce additional evidence after the defendant’s production — evidence beyond that presented in the plaintiffs prima facie case. Justice Scalia took pains to preclude such an interpretation of the Court’s decision when he observed that, upon rejection of the defendant’s proffered reasons for its action , 142 (2d Cir.1993) (<HOLDING>), cert. denied, — U.S. -, 114 S.Ct. 1189, 127 Options: A. holding the plaintiff satisfies the burden of a prima facie case by a preponderance of the evidence B. holding that former employer met its burden of proof that ubc exception applied C. holding that the burden of proof is on the claimant D. holding plaintiffs ultimate burden of proof can be met by combining proof submitted in its prima facie case with evidence that defendants proffered reasons for its acts were false E. recognizing that a plaintiffs burden in establishing a prima facie case is not onerous

assistant: The best answer is D. holding plaintiffs ultimate burden of proof can be met by combining proof submitted in its prima facie case with evidence that defendants proffered reasons for its acts were false
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall continue to serve as the Company’s Chief Executive Officer. The Executive shall be responsible for all duties customarily associated with a Chief Executive Officer in a publicly-traded company. The Executive shall report directly to the Company’s Board of Directors (the “Board”) and shall be subject to reasonable policies established by the Board. During the Term of Employment the Executive will also serve on the Company’s Board of Directors to the extent elected by the stockholders of the Company.

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 legal provision and list the applicable contract clause categories. Provision: Seller and Buyer each acknowledge that it has been represented by its own legal counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it, has no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of Seller and Buyer.

assistant: Interpretations
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 pay all reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges of Cahill Gordon & Reindel LLP , counsel for the Administrative Agent).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party shall be entitled to seek, in addition to any other right or remedy it may have, at Law or in equity, a temporary injunction or other injunctive relief, without the posting of any bond or other security, enjoining or restraining the other Party from any violation or threatened violation of this ARTICLE VI .

assistant: Remedies
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: legal right to possess that property for a set period of time_”); Def.’s Reply Ex. B at 4 (Master Lease art. II ¶ 1 (providing that Dallas “hereby leases and rents to Lessee for Lessee’s exclusive use, and Lessee hereby agrees to hire and take, ... the Premises”)). As the Court of Appeals of Texas further noted, the ownership of a leasehold interest has a measurable fair market value because there are people who are willing to purchase and do purchase that right to possess the property under the terms of the lease. Furthermore, the assignee of the leasehold may in turn convey his or her ownership right to another person and obtain the fair market value existing at that time. Panola County Appraisal Dist., 69 S.W.3d at 284. See generally Gen. Motors Corp., 323 U.S. at 373, 65 S.Ct. 357(<HOLDING>); see also U.S. Trust Co. of N.Y., 431 U.S. at Options: A. holding that abandonment requires that tenant vacate the leased premises B. recognizing when a lease terminates upon condemnation tenant is entitled to no compensation for loss of leasehold interest C. holding that after township acquired property entered into lease with tenant that was renewable absent notice of termination and terminated lease tenant was not displaced person because tenant will be moving not as a result of the acquisition of such real property but rather because township having already acquired the property has merely declined to renew the lease quotation omitted D. recognizing that just compensation was required by the fifth amendment in a ease where the federal government deprived a tenant which held a longterm lease of occupancy of portions of a leased building E. holding that former employees of a brokerage firm who had a contractual right to a share of any commission received by the firm upon extension of a lease were not entitled to a share of the commission received when the landlord and tenant entered an amendment to the lease which extended the duration but also added new terms this was a new lease not an extension of the prior lease

assistant: The best answer is D. recognizing that just compensation was required by the fifth amendment in a ease where the federal government deprived a tenant which held a longterm lease of occupancy of portions of a leased building
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries have good and marketable title to all personal property (exclusive of Intellectual Property Rights, which are addressed in Section 3(v) ), owned by them which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all Encumbrances, except for (i) Encumbrances that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Encumbrances for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries. There is not, under any such real property lease, any material default or breach by the Company or any of its Subsidiaries, nor, to the knowledge of the Company, by any other party thereto. The Company and its Subsidiaries lease four properties as disclosed in the SEC Documents, and there are no other real property leases to which the Company or any of its Subsidiaries is a party. No portion of such real property leased by the Company or any of its Subsidiaries is sublet or licensed for use to any third party other than the sublease of Suite 210 of the building located at 50 Jericho Quadrangle, Jericho, New York by NAPW, Inc. to Intercontinental Capital Group, Inc. There is not, under any such real property lease or sublease, any material default or breach by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party thereto. None of the Company or any of its Subsidiaries owns any real property.

assistant: Titles
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: Rule tolerates a certain margin of error by parties. Specifically, the Rule emphasizes a duty of candor by subjecting litigants to potential sanctions for “insisting upon a position after it is no longer tenable” but generally provides for “protection against sanctions if [litigants] withdraw or correct contentions after a potential violation [of the Rule] is called to their attention.” Fed.R.Civ.P. 11 (Notes of Advisory Committee on 1993 Amendments). In fact, parties have a duty under Rule 11 not to persist with a contention that lacks evidentiary support once it is clear that no such support exists. Id. The U.S. Court of Federal Claims retains jurisdiction to impose Rule 11 sanctions even after resolution of the case on the merits. See Cooter & Gell, 496 U.S. at 384, 110 S.Ct. 2447 (<HOLDING>). Like the imposition of costs, attorneys’ Options: A. holding that a district court may impose sanctions for abuse of judicial process pursuant to rule 11 even after it is determined that the court lacked subject matter jurisdiction over the plaintiffs claims B. holding that a motion for rule 11 sanctions is dispositive C. holding that a district court had jurisdiction to impose rule 11 sanctions regardless of the existence of subjectmatter jurisdiction D. holding that a plaintiffs voluntary dismissal of a complaint does not deprive the trial court of jurisdiction to entertain a motion for sanctions under rule 11 E. holding that trial court abused its discretion by denying a motion for rule 11 sanctions without adequate explanation

assistant: The best answer is D. holding that a plaintiffs voluntary dismissal of a complaint does not deprive the trial court of jurisdiction to entertain a motion for sanctions under rule 11
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: Project. The plaintiffs amended motion for judgment asserts two counts against the Commonwealth Transportation Commissioner (“Commissioner”): a declaratory judgment action pursuant to Virginia Code § 8.01-187 and a common law action to directly enforce the takings clause of Article I, § 11, of the Constitution of Virginia. Following oral argument on November 28, 2007, this Court sustained the Commissioner’s motion to dismiss Count II of the plaintiffs amended complaint. In a case of first impression, the Court held that Virginia Code § 8.01-187 provides the exclusive mechanism to obtain just compensation from the Commonwealth for damage to private property under Article I, § 11, of the Virginia Constitution. Cf. Chaffinch v. C. & P. Tel. Co., 227 Va. 68, 73, 313 S.E.2d 376 (1984) (<HOLDING>). Because of that ruling, this case will Options: A. holding that a statutory remedy does not preempt common law remedies against a nonsovereign entity vested with the power of eminent domain unless the statute expressly or by necessary implication so provides B. holding that because common law provides remedies an impued cause of action is not necessary C. recognizing that new mexico has adopted the common law unless otherwise abrogated by specific statutory provisions and that the power of a trial court to change venue on its own motion if necessary to assure the defendant a fair trial is part of that common law D. recognizing that commission is not bound by statutory or common law rules of evidence E. holding section 10 of faa is procedural and does not preempt state common law

assistant: The best answer is A. holding that a statutory remedy does not preempt common law remedies against a nonsovereign entity vested with the power of eminent domain unless the statute expressly or by necessary implication so provides
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: applies to illegal contraband, the court found it “almost impossible to conceive of an object which may be lawfully possessed, but has no legitimate use.” Id. at 424. Therefore, the court determined that under the amended statute, “criminal instrument” is not limited to objects that can be used only for criminal purposes. Id. Having concluded that it was not bound by Universal or Fronatt, the court proceeded to reject Eodice’s interpretation of section 16.01 as well. The court believed that Eodice presented the exact type of scenario envisioned by the Legislature when it adopted section 16.01. Id. at 424-25. And, in stark contrast to Andrews, the court held that “the gravamen of the crime remains the actor’s intended use of the instrument.” Id. at 425. Contra Andrews, 814 S.W.2d at 841 (<HOLDING>). The court concluded that “the ontological Options: A. holding that the gravamen of the offense is the physical adaptation of the instrument B. holding that the florida offense of attempted lewd assault on a child under the age of sixteen is a crime of violence even though the offense might be accomplished without use of physical force C. holding that an offense is factually lesser included if the charging instrument alleges that the means used to commit the crime charged include all of the elements of the alleged lesser included offense D. holding that the deferential standard of review of a plan interpretation is appropriate only when the trust instrument allows the trustee to interpret the instrument and when the trust ee has in fact interpreted the instrument E. holding an indictment legally insufficient when it failed to inform the defendant of the gravamen of the alleged offense

assistant: The best answer is A. holding that the gravamen of the offense is the physical adaptation of the instrument
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 waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of the Loan during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein. Any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved will have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any Loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties to this Agreement.

assistant: Specific Performance
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 each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (b) will not violate any Requirement of Law, (c) will not violate or result in a default under any Contractual Obligation upon the Borrower and its Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, in the case of this clause (c), except to the extent such violation or default count not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than any Lien permitted under Section 7.02) on any asset of the Borrower or any of its Subsidiaries.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: tripadvisor urges passengers to investigate and review travel prohibitions , warnings , announcements and advisories issued by the uk government , the european union ( eu ) and destination country governments prior to booking travel to international destinations .

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: This Agreement shall terminate upon the earlier of (i) one day after the end of the Exercise Period or, if and to the extent applicable, the delivery by the Company to the Holders of all shares of Common Stock and other securities or property in respect of all Warrants duly exercised during the Exercise Period and (ii) when all Warrants have been exercised upon the delivery to the Holders of all shares of Common Stock and other securities or property in respect of all Warrants duly exercised. Notwithstanding the foregoing, Section 13(b) shall survive the termination of this Agreement and the resignation or removal of the Warrant Agent.

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 case excerpt and choose the best holding from the options. Case excerpt: Rash was argued but before it was issued, the court focused, as we did in Rash, on the second sentence of § 506(a) in declaring that in a chapter 13 proceeding where, as here, the collateral is being retained by the debtor, no hypothetical costs of sale should be deducted, because “ ‘a disposition of the property is not reasonably in the offing.’ ” Id. at 404 (quoting Brown & Co. Sec. Corp. v. Balbus (In re Balbus), 933 F.2d 246, 251 (4th Cir.1991)). This holding, tantamount to declaring replacement, or retail, value, to be appropriate, is cited in the passage from Winthrop that we have quoted above. It is so ORDERED. 1 . The court also cites, in addition to the four circuit cases (Rash, McClurkin, Lomas, and Balbus), the following: In re Case, 115 B.R. 666, 670 (9th Cir. BAP 1990) (<HOLDING>); In re Arnette, 156 B.R. 366, 368 Options: A. holding that a retained equity interest is property even if it has no market value B. holding that motor vehicle to be retained by chapter 13 debtor should be valued at the price the debtor could get for it in a free and open market ie its fair market value C. holding that for chapter 12 plan confirmation purposes hypothetical costs should not be deducted from fair market value in valuing collateral to be retained by debt or D. holding that second sentence of 506a precludes deduction of hypothetical costs of sale in valuing chapter 13 debtors real property to be retained by debt or E. holding that second sentence of 506a precludes deduction of hypothetical costs of sale in valuing chapter 13 debt ors real property to be retained by debtor

assistant: The best answer is C. holding that for chapter 12 plan confirmation purposes hypothetical costs should not be deducted from fair market value in valuing collateral to be retained by debt or
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 Loan Parties shall indemnify the Lender and each Related Party (each such Person being called an " Indemnitee ") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions con templated hereby or thereby, or the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01 ), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

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 case excerpt and choose the best holding from the options. Case excerpt: 523(a)(4). With the corporate veil pierced, Lupo is denied the protection of the corporate shield for his own actions. Therefore, the debt is held to be his own, rather than merely a corporate one, and nondischargeable. IV. Willful and Malicious Injury Under 11 U.S.C. § 523(a)(6) Section 523(a)(6) of the Bankruptcy Code provides the following: (a) A discharge under section 727, 1141, 1228(a), 1228(b), or 1328(b) of this title does not discharge an individual debtor from any debt — ■ (6) for willful and malicious injury by the debtor to another entity or to the property of another entity. 11 U.S.C. 523(a)(6). A creditor has the burden of proving by a preponderance of the evidence that a debt is nondischargeable. Grogan v. Garner, 498 U.S. 279, 291, 111 S.Ct. 654, 112 L.Ed.2d 755 (1991) (<HOLDING>); In re Stern, 345 F.3d 1036, 1043 (9th Options: A. holding that the standard of proof for dischargeability exceptions under section 523a is preponderance of the evidence B. holding that the standard of proof for dischargeability actions is the preponderance of the evidence standard C. holding that the preponderance of the evidence standard applied to all of the 523 dischargeability exceptions including the fraud discharge exception D. holding that the standard of proof for the dischargeability exceptions in 11 usc 523a is the preponderance of the evidence standard E. holding that the preponderance of the evidence standard applies to 523 claims

assistant: The best answer is C. holding that the preponderance of the evidence standard applied to all of the 523 dischargeability exceptions including the fraud discharge exception
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 Agent shall not have objected to any transfer tax, deed tax, conveyance tax or similar tax which may be payable as a result of the foreclosure by the Agent on behalf of the Lenders of the Equity Interests relating to such Real Estate.

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 legal provision and list the applicable contract clause categories. Provision: This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts or federal courts located in New York. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY . The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, including obtaining an injunction to prevent any continuing violation thereof, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will be difficult to ascertain and will not provide adequate remedy to the Company.

assistant: Specific Performance
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: judgment is granted as to Count II. IV. Remaining State Law Claims Defendants have met their burden of establishing that no rational trier of fact could find that the phrase “Box Packaging” warrants trademark protection as either a suggestive mark, or alternatively, as a descriptive mark that acquired a secondary meaning. Defendants also establish that no genuine issue of material facts exist as to the other federal claims brought under the Lanham Act. Plaintiff fails to meet its burden of showing through specific evidence that a triable issues of fact remain. As such, this Court grants summary judgment as to Plaintiffs common law and statutory claims because all are resolved under the same analysis as the federal claims. (Counts VI through IX). See Spex, Inc., 847 F.Supp. at 579 (<HOLDING>). CONCLUSION For the foregoing reasons, this Options: A. holding that the airline deregulation act preempts claims under the illinois consumer fraud and deceptive business practices act but does not preempt state breach of contract actions B. holding that the same legal standards and analysis apply to cases brought under maryland and federal trademark infringement statutes C. holding that tort actions brought against a state actor must be brought in the illinois court of claims and the district courts dismissal of such claims was proper D. holding consumer claims under the texas deceptive trade practices act nonassignable E. holding that cjlaims for unfair competition and deceptive business practices involving trade names brought under illinois statutes are to be resolved according to the principles set forth under the lanham act and noting that illinois courts look to federal case law and apply the same analysis to state infringement claims

assistant: The best answer is E. holding that cjlaims for unfair competition and deceptive business practices involving trade names brought under illinois statutes are to be resolved according to the principles set forth under the lanham act and noting that illinois courts look to federal case law and apply the same analysis to state infringement claims
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 set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $50,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary, and (iii) other employee benefits, including stock option agreements under the Stock Option Plan or any other plan of the Company except as disclosed on Schedule 3.1(g).

assistant: Transactions With Affiliates
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: 9gag , inc and the site disclaim : ( a ) all responsibility and liability for content on third party websites and ( b ) any representations or warranties as to the security of any information ( including , without limitation , credit card and other personal information ) you might be requested to give any third party , and you hereby irrevocably waive any claim against the site or 9gag , inc with respect to such sites and third party content .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an " Action ") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under provincial, federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or, to the knowledge of the Company, any director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any subsidiary under the Exchange Act or the Securities Act.

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 Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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 case excerpt and choose the best holding from the options. Case excerpt: affairs. Id. at 152, 508 S.E.2d at 866. Needs urged trial courts to avoid using such language but ultimately upheld the conviction because the circuit court reiterated the “beyond a reasonable doubt” standard twenty-six times and the rest of the charge did not contain other disfavored language—particularly the “moral certainty” and “real reason” language found in State v. Manning. See Needs, 333 S.C. at 154-55, 508 S.E.2d at 867-68. In Pradubsri’s case, the circuit court used truth-seeking language almost identical to that challenged in Needs. However, the circuit court referenced the “beyond a reasonable doubt” standard at least twenty times during its instruc tions. Further, the instructions did not contain Manning’s disfavored language. See Needs, 333 S.C. at 155, 508 S.E.2d at 867 (<HOLDING>); see also State v. Kirkpatrick, 320 S.C. 38, Options: A. holding it was error to include language from geesa but such error was harmless B. holding that failure to charge jury that state had burden of proving beyond a reasonable doubt that defendant did not act in the heat of passion was harmless because the evidence did not support a charge on passionprovocation manslaughter C. holding that an erroneous charge on sanity was harmless because it was beneficial to appellant D. holding that although portion of trial courts jury charge was inapplicable any error in providing it was harmless in light of the fact that charge considered as a whole was not likely to confuse or mislead the jury E. holding a charge was harmless partly because it did not contain troubling language identified in manning

assistant: The best answer is E. holding a charge was harmless partly because it did not contain troubling language identified in manning
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 capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section, exhibit and schedule references in this Amendment refer to sections, exhibits or schedules of the Credit Agreement.

assistant: Defined 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: The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement, including any such provisions, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

assistant: Severability