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: Each Loan Party hereby remises, releases, acquits, satisfies and forever discharges the Arranger, the Administrative Agent, the Lenders and their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Arranger, the Administrative Agent or the Lenders (“ Releasees ”), of and from any and all manner of actions, causes of action, suits, damages, claims and demands, in each case, that as of the date hereof are known or reasonably should be known to such Loan Party, in law or in equity, which such Loan Party ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever through the date hereof (it being understood that nothing in this sentence shall release or otherwise affect the covenants of the Releasees under the Credit Agreement and the other Loan Documents, in each case, after the Fifth Amendment Effective Date). Without limiting the generality of the foregoing, each Loan Party hereby waives and affirmatively agrees not to allege or otherwise pursue any actions, causes of action, suits, damages, claims and demands that it shall or may have as of the date hereof against any Releasees in connection with the Credit Agreement or the other Loan Documents, including, but not limited to, the rights to contest (a) the right of the Arranger, the Administrative Agent and each Lender to exercise its rights and remedies described in the Credit Agreement, (b) any provision of the Credit Agreement or the other Loan Documents or (c) any conduct of the Arranger, the Administrative Agent, the Lenders or other Releasees relating to or arising out of the Credit Agreement or the other Loan Documents on or prior to the date hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will use the proceeds of Revolving Loans to finance working capital needs, Capital Expenditures, acquisitions permitted pursuant to Section 7.3(b) , Investments permitted pursuant to Sections 7.4(e) , (f) , (g) , (i) and (j) and for other general corporate purposes of the Borrower and its Restricted Subsidiaries after the Closing Date. On the date of the consummation of the Cordillera Acquisition, the Borrower shall use a portion of the proceeds of the Tranche B-1 Term Loans to finance the Fourth Amendment Transactions. If the Fourth Amendment Early Closing Date occurs, then on the Fourth Amendment Closing Date, a portion of the proceeds of the Tranche B-1 Term Loans shall be deposited in a segregated account of the Borrower with the Administrative Agent. Upon the occurrence of a Cordillera Special Mandatory Prepayment Trigger Date, the Borrower shall use a portion of the proceeds of the Tranche B-1 Term Loans to effect a Cordillera Special Mandatory Prepayment on the Cordillera Special Mandatory Prepayment Date. On the Fourth Amendment Closing Date, a portion of the proceeds of the Tranche B-1 Term Loans shall be deposited in a segregated account of the Borrower with the Administrative Agent. On the Taurus Effective Date, the Borrower shall use a portion of the proceeds of the Tranche B-1 Term Loans to finance a portion of the Taurus Acquisition. Upon the occurrence of a Taurus Special Mandatory Prepayment Trigger Date, the Borrower shall use a portion of the proceeds of the Tranche B-1 Term Loans to effect a Taurus Special Mandatory Prepayment on the Taurus Special Mandatory Prepayment Date. No part of the proceeds of any Loan will be used, whether directly or indirectly, (a) for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulation T, Regulation U or Regulation X, (b) to fund, finance or facilitate any activities of or business with any Sanctioned Person or in any Sanctioned Country, (c) that will result in a violation by any Person (including any Person participating in the transaction, whether as a Lead Arranger, the Administrative Agent, any Lender (including the Swingline Lender) or the Issuing Bank or otherwise) of Sanctions or (d) that would in any manner violate any Anti-Corruption Laws. All Letters of Credit will be used for general corporate purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material Taxes imposed upon the Borrower or its Subsidiaries, or upon the income or profits of the Borrower or its Subsidiaries, or upon any properties belonging to the Borrower or its Subsidiaries, in each case on a timely basis, and all lawful claims which, if unpaid, might become a lien or charge not otherwise permitted under Section 5.22(a) upon any properties of the Borrower or any such Subsidiary; provided that none of the Company or any such Subsidiary shall be required to pay any such material Tax which is being contested in good faith and by appropriate proceedings if the Borrower or any such Subsidiary has maintained adequate reserves with respect thereto 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 legal provision and list the applicable contract clause categories. Provision: Borrower shall use proceeds of the Loan (together with the proceeds of the Current Mezzanine Loan) to (i) pay and discharge any existing loans relating to the Property, (ii) pay all past-due Taxes, Insurance Premiums and Other Charges, if any, in respect of the Property, (iii) make initial deposits of the Reserve Funds, (iv) pay costs and expenses incurred in connection with the closing of the Loan (and the Current Mezzanine Loan), and (v) to the extent any proceeds remain after satisfying clauses (i) through (iv) above, for such lawful purpose as Borrower shall designate, including, without limitation, distributing proceeds to its direct or indirect equity holders.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: unless as otherwise stated in the agreements , should any provision of the agreements be held invalid or unenforceable for any reason or to any extent , such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the agreements , and the application of that provision shall be enforced to the extent permitted by law .

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: States v. Archer, 486 F.2d 670, 676-677 (2d Cir.1973) (noting that it would be “unthinkable ... to permit government agent to instigate robberies and beatings merely to gather evidence to convict other members of a gang of hoodlums”)). Since Hampton and Russell were decided, the United States Court of Appeals for the Fourth Circuit has had a number of occasions to consider the applicability of the due process clause to convictions of defendants who are shown to be predisposed. E.g., United States v. Milam, 817 F.2d 1113 (4th Cir.1987) (discussing due process argument in relation to counterfeiting case); United States v. Akinseye, 802 F.2d 740, 742-743 & n. 2 (4th Cir.1986) (making distinction between entrapment and due process claim); United States v. Hunt, 749 F.2d 1078 (4th Cir.1984) (<HOLDING>), cert. denied, 472 U.S. 1018, 105 S.Ct. 3479, Options: A. recognizing that a due process claim may exist apart from entrapment issue B. recognizing due process right to notice and informal hearing in school disciplinary process C. holding that a reduction in punitive damages to comply with the due process clause is a federal constitutional issue not a fact issue requiring jury consideration D. recognizing 1983 substantive due process claim E. holding that similar allegations were insufficient to state a due process claim

assistant: The best answer is A. recognizing that a due process claim may exist apart from entrapment issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any payments hereunder shall be made out of the general assets of Teradyne. The Employee shall have the status of general unsecured creditor of Teradyne, and this Agreement constitutes a mere promise by Teradyne to make payments under this Agreement in the future as and to the extent provided herein. Unless otherwise determined by Teradyne in an applicable plan or arrangement, no amounts payable hereunder upon a Termination Event shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of Teradyne for the benefit of its employees. Teradyne shall be entitled to withhold from any payments or deemed payments any amount of tax withholding required by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in McLean. We unanimously agree that the sua sponte order of the trial judge now before us was a departure from the essential requirements of law. 2 . Williams v. State, 110 So.2d 654 (Fla.1959), codified as explained in, Kulling v. State, 827 So.2d 311, 314 (Fla. 2d DCA 2002). CANADY, Judge, concurring. I fully concur with the conclusion and the analysis set forth in the majority opinion. I write separately for the sole purpose of expressing my view that fingerprint-type similarity should not be required for the admission of similar fact evidence concerning modus operandi that is relevant to corroborate a victim’s testimony that an offense occurred and not to establish the identity of the defendant as the perpetrator. See Shapiro v. State, 696 So.2d 1321, 1324 (Fla. 4th DCA 1997) (<HOLDING>). I agree that in the case under review the Options: A. holding that similar fact evidence regarding prior act of sexual misconduct by defendant was properly admitted to show the defendants common scheme plan or design to sexually exploit his patients and that such evidence is relevant even if it is not uniquely similar B. holding that a defendant must show that the victim had previously been exposed to a sexual act and that the prior sexual act was sufficiently similar to the present sexual act to give the victim the experience and ability to contrive or imagine the molestation charge C. holding that error if any in excluding portion of defendants statement to police was harmless because similar evidence was admitted through the testimony of another witness D. holding in similar bus bid rigging trial that evidence of another conspiracy was properly admitted to show defendants knowledge and general intent E. recognizing that the common scheme or plan exception is generally applied in cases involving sexual crimes where evidence of acts prior and subsequent to the act charged in the indictment is held admissible as tending to show continued illicit intercourse between the same parties

assistant: The best answer is A. holding that similar fact evidence regarding prior act of sexual misconduct by defendant was properly admitted to show the defendants common scheme plan or design to sexually exploit his patients and that such evidence is relevant even if it is not uniquely similar
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: wrongfully terminated contract because Government’s breach not material); Allan Const. Co. v. United States, 227 Ct.Cl. 193, 646 F.2d 487 (1981) (not allowing contractor to win quantum meruit on losing contract because Government did not materially breach, thereby requiring contractor to continue performance under contract); Burroughs Corp. v. United States, 225 Ct.Cl. 63, 634 F.2d 516 (1980) (not excusing Government’s material breach because contractor’s prior breach found not material); Litchfield Mfg. Corp. v. United States, 167 Ct.Cl. 604, 338 F.2d 94 (1964) (excusing contractor from performing contract where Government materially breached by failing to deliver equipment essential to contractor’s performance); Pa. Exch. Bank v. United States, 145 Ct.Cl. 216, 170 F.Supp. 629 (1959) (<HOLDING>). The Federal Circuit followed this rationale Options: A. holding that mere delay in payment for a while would not be a material breach B. holding that the government was liable for partial breach of contract C. holding that the measure of damages for the breach of a contract of sale where no fraud is shown is the difference between the contract price and the market price of the goods on the date of the breach D. holding the government liable to plaintiffs for breach of contract E. holding contractor liable for total or material breach thus excusing government from payment of contract price

assistant: The best answer is E. holding contractor liable for total or material breach thus excusing government from payment of contract price
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: Privileges and Immunities Clause. The final interest advanced by Defendants to justify Section 470 is the availability of the remedy of attachment against nonresident attorneys. See Def. Mem. Supp. S.J. at 7 (citing Matter of Tang, 39 A.D.2d 357, 333 N.Y.S.2d 964 (App.Div.1972); Matter of Fordan, 5 Misc.2d 372, 158 N.Y.S.2d 228 (Surrogates Ct.N.Y.Co.1956)). The remedy of attachment is a disciplinary measure involving a seizure on a defendant’s property in order to secure the enforcement of a money judgment. See N.Y. C.P.L.R. § 6201 (McKinney 2011). Under Section 470’s current construction, however, an attorney need only maintain an “of counsel” relationship with an in-state office to satisfy the office requirement. Austria v. Shaw, 143 Misc.2d 970, 542 N.Y.S.2d 505 (N.Y.Sup.Ct.1989) (<HOLDING>). Based on this standard, the remedy of Options: A. holding that an employee had a legitimate expectation of privacy in his office even though the papers seized from the office were not the property of the employee B. recognizing that a prosecutors office is an entity and that information in the possession of one attorney in the office must be attributed to the office as a whole C. holding that the district where the defendant attorneys office was located was the proper venue because the defendants omissions related to their failure to communicate from their office in savannah the details of the ongoing case D. holding that when a judicial office is created by legislative act or municipal ordinance the office is regarded as a de facto office until the act or ordinance is declared invalid E. holding that an outofstate attorney paying rent for a desk in an attorneys instate office had satisfied the office requirement

assistant: The best answer is E. holding that an outofstate attorney paying rent for a desk in an attorneys instate office had satisfied the office requirement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Partnership or the Employer (as applicable) shall provide the Executive with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days following the Date of Termination. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Partnership, the Employer and the Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Partnership, the Employer and the Affiliated Companies and their families.

assistant: Disability
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: Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Consent or any other Loan Document entered into in connection with this Consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Letter of Intent shall be governed by, and construed in accordance with the laws of Nebraska without regard to the principles of conflicts of laws applied thereby, and shall supersede any and all prior written or oral agreements between the parties hereto. No change, modification, alteration, or addition to any provision of this Letter of Intent shall be binding unless in writing and signed by an authorized representative of each of the parties hereto.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 517 U.S. 343116 S.Ct. 1311134 L.Ed.2d 464 LIANG-HOUH SHIEHv.EDWARD KAKITA et al. No. 95-7587 LIANG-HOUH SHIEH v. UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT No. 95-7588 LIANG-HOUH SHIEH v. JEROLD KRIEGER et al. No. 95-7589 On motions for leave to proceed in forma pauperis Nos. 95-7587, 95-7588 and 95-7589. Supreme Court of the United States Decided April 1, 1996 Per Curiam. 1 In these three petitions for certiorari, pro se petitioner Liang-Houh Shieh requests leave to proceed in forma pauperis under Rule 39 of this Court. We deny his requests pursuant to Rule 39.8. Shieh is allowed until April 22, 1996, within which to pay the docketing fees required by Rule 38 and to submit his petitions in compliance with this Court's Rule 33.1. We also direct the Clerk not to accept any further petitions for certiorari from Shieh in noncriminal matters unless he pays the docketing fee required by Rule 38 and submits his petition in compliance with Rule 33.1. 2 Shieh has abused this Court's certiorari process. In March 1996, we invoked Rule 39.8 to deny Shieh in forma pauperis status. See Shieh v. State Bar of California, 516 U. S. ___. To date, Shieh has filed 10 petitions in this Court in less than three years. All have been both patently frivolous and denied without recorded dissent. 3 We enter the order barring prospective filings for the reasons discussed in Martin v. District of Columbia Court of Appeals, 506 U. S. 1 (1992). Shieh's abuse of the writ of certiorari has been in noncriminal cases, and so we limit our sanction accordingly. The order will not prevent Shieh from petitioning to challenge criminal sanctions which might be imposed against him. The order will, however, allow this Court to devote its limited resources to the claims of petitioners who have not abused our certiorari process. 4 It is so ordered. 5 djq Justice Stevens, dissenting. 6 For the reasons I have previously expressed, I respectfully dissent. 7 See Jones v. ABC-TV, 516 U. S. ___, ___ (1996) (Stevens, J., dissenting); Attwood v. Singletary, 516 U. S. ___, ___ (1996) (Stevens, J., dissenting); Martin v. District of Columbia Court of Appeals, 506 U. S. 1, 4 (1992) (Stevens, J., dissenting); Zatko v. California, 502 U. S. 16, 18 (1991) (Stevens, J.,dissenting).

assistant: 2
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 your compliance with these terms , niantic grants you a limited nonexclusive , nontransferable , non-sublicensable license to download and install a copy of the app on a mobile device and to run such copy of the app solely for your own personal , noncommercial purposes .

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: deprived the defendant of a fair trial and resulted in a deprivation of the defendant’s liberty without due process of law, see People v Jones, 468 Mich 345, 354; 662 NW2d 376 (2003) (improper questioning by the prosecutor is nonconstitutional error); People v Mezy, 453 Mich 269, 285-286; 551 NW2d 389 (1996) (plurality opinion of WEAVER, J.) (applying the nonconstitutional harmless-error standard to review a claim of prosecutorial misconduct), while others hold that it constitutes constitutional error, People v Abraham, 256 Mich App 265, 272, 276; 662 NW2d 836 (2003) (“Generally, a claim of prosecutorial misconduct is a constitutional issue____”), citing People v Pfaffle, 246 Mich App 282, 288; 632 NW2d 162 (2001); but cf. People v Taylor, 159 Mich App 468, 471; 406 NW2d 859 (1987) (<HOLDING>). Thus, domestic decisions do not settle this Options: A. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law B. holding that nonconstitutional error is harmless if it did not have substantial and injurious effect or influence in determining the jurys verdict C. holding that a nonconstitutional error is harmless where an appellate court has a fair assurance that the error did not substantially affect the verdict D. holding that prosecutorial noncompliance with a discovery order is an error of nonconstitutional magnitude E. holding that where appellant challenges a nonconstitutional error the criminal appeals reform act requires that he demonstrate that there is a reasonable possibility that the error affected the verdict

assistant: The best answer is D. holding that prosecutorial noncompliance with a discovery order is an error of nonconstitutional magnitude
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: 833 (5th Cir. 1997) (although "the district court should consider each intermediate criminal history category before arriving at the sentence it settles upon[,]... the district court need not mechanically discuss each intermediate criminal history category” where the "reasons for rejecting the intermediate categories will clearly be implicit”) (internal quotation omitted); United States v. Collins, 104 F.3d 143, 145 (8th Cir.1997) ("Although the district court did not specifically mention that it had considered each intermediate criminal history category, its findings were adequate to explain and support the departure in this particular case.”); United States v. Maurice, 69 F.3d 1553, 1559 (11th Cir.1995) (quoted in text below); United States v. Harris, 44 F.3d 1206, 1212 (3d Cir.1995) (<HOLDING>) (internal quotation and citation omitted); Options: A. holding a court may consider a defendants criminal history even if that history is included in the defendants criminal history category B. holding that a resentencing court may reconsider a defendants criminal history category as long as the appellate court did not expressly or implicitly limit the remand to only a portion of the sentence C. holding that circuit does not require the district court to go through a ritualistic exercise in which it mechanically discusses each criminal history category it rejects en route to the category that it selects as long as the reasons for rejecting each lesser category are clear from the record as a whole D. holding that request for departure in sentencing based on a criminal history category that overstated defendants record violated plea agreement that prohibited departure requests but did not stipulate to a specific criminal history category E. holding that when a defendant qualifies as a career felon it is not necessary to ascertain the defendants criminal history category because the sentencing guidelines mandate a criminal history category of vi

assistant: The best answer is C. holding that circuit does not require the district court to go through a ritualistic exercise in which it mechanically discusses each criminal history category it rejects en route to the category that it selects as long as the reasons for rejecting each lesser category are clear from the record as a whole
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: During the Term, each Party shall promptly disclose to the other Party in writing any registerable or potentially registerable Foreground IP (whether or not patentable) conceived or reduced to practice by or for the disclosing Party in the course of performance of this Agreement. Disclosure will be made via designated patent representatives for each Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Promptly following the execution of this Agreement, the Company shall reimburse Engine for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with seeking Board representation at the Company at the 2016 Annual Meeting and the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $150,000 in the aggregate.

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: Aurora agrees to keep all sensitive information pertaining to the Company confidential and not to disclose to third parties such information (to the extent it has not become public without regard to disclosure by Aurora), absent the authorization of the Company. If Aurora receives a subpoena or other court process compelling disclosure of any information pertaining to the engagement under this Agreement, Aurora will provide the Company as much notice as is practicable in the circumstances so as to allow the Company to attempt to preclude or condition the disclosure of any confidential information.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to such holidays, sick leave, personal leave and other paid leave as is allowed under the Company’s policies applicable to senior executives generally, the Executive shall be entitled to participate in the Company’s vacation policy in accordance with the Company’s policy generally applicable to senior executives. The duration of such vacations and the time or times when they shall be taken will be determined by the Executive in consultation with the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the date hereof (the “Effective Date”) and shall continue for a period of 24 months (the “Term”) and shall be automatically renewed for successive one (1) year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement at least 30 days prior to the expiration of the initial term or any renewal term of this Agreement.

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: Each of the Loan Parties and their Restricted Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower, without violation of the rights of any Person, except to the extent such violations, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no such IP Rights infringe upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any such IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Restricted Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

assistant: Intellectual Property
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: was convicted of an offense involving 50 grams or more of crack (Neal’s Counts One and Two), the statutory minimum sentence of imprisonment was ten years and the statutory maximum was life. See 21 U.S.C. § 841 (b)(l)(A)(iii) (2007). The FSA lowers the mandatory minimum sentence to five years of imprisonment and lowers the statutory maximum to 40 years. See § 841(b)(l)(B)(iii). The 360-month (30-year) sentences Neal received on Counts One and Two do not exceed the lower statutory maximum under the FSA, and there is no indication in the record that the district court would have imposed a lesser sentence had the lower statutory minimum and maximum sentences of imprisonment been in place at the time of sentencing. Cf. United States v. Hernandez-Gonzalez, 405 F.3d 260, 262 (5th Cir.2005) (<HOLDING>). Therefore, Neal’s substantial rights were not Options: A. holding that sentencing under the mandatory guidelines regime creates a presumption of prejudice that the government must rebut with clear and specific evidence that the district court would not have sentenced the defendant to a lower sentence if it had treated the guidelines as advisory B. holding that the fact that the defendant was sentenced to the bottom of the mandatory guidelines range without more was insufficient to satisfy the third prongs requirement that the defendant show a reasonable probability of a lesser sentence under an advisory guideline system C. holding that the fact that a sentence imposed under the prebooker mandatory guideline regime was at the bottom of the mandatory range is not enough to create a reasonable probability that the defendant would have received a different sentence upon resentencing under an advisory guidelines system D. holding that even in the absence of a sixth amendment violation the imposition of a sentence under the former mandatory guidelines regime rather than under the advisory regime outlined in booker is plain error E. holding that the fact that the defendant was sentenced at the bottom of the mandatory guideline range without more is insufficient to satisfy the third prongs requirement that the defendant show a reasonable probability of a lesser sentence under an advisory guideline system accord united states v cartwright 413 f3d 1295 1301 11th cir2005

assistant: The best answer is C. holding that the fact that a sentence imposed under the prebooker mandatory guideline regime was at the bottom of the mandatory range is not enough to create a reasonable probability that the defendant would have received a different sentence upon resentencing under an advisory guidelines system
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 Facility, the manufacturing and supply activities contemplated herein, and all Product supplied hereunder shall comply with all Applicable Laws. Without limiting the foregoing, at the time of delivery to Company, none of the Product shall be adulterated or misbranded within the meaning of the FDCA, as amended and in effect at the time of shipment.

assistant: Applicable 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: List Fusion understands and agrees that the List is a very valuable asset of Raphael and at all times the exclusive property of Raphael. Nothing contained in this Agreement shall, by express grant, implication, estoppel or otherwise, create in either party any right, title, interest or license in or to the inventions, patents, technical data, computer software or software documentation of the other party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the basis of the following...Cruz~Gramajo, 570 F.3d at 1172 (“Section 1B1.3 does not create a scope of relevant conduct that has independent significance. Rather, it merely defines the scope of conduct considered in determining the base offense level, specific offense characteristics, cross references, and adjustments involved.”). For losses resulting from a fraudulent conspiracy as extensive and long-lasting as the present Ponzi scheme—and for which Sluder and Saturday were both convicted—all that § 1B1.3 requires is that, in the context of calculating the amount of loss under § 2B1.1, the district court make factual determinations establishing the scope of each defendant’s joint undertaking and the amount of losses reasonably foreseeable to each defendant. See Riley, 335 F.3d at 928 (<HOLDING>). To require anything greater would make Options: A. holding that the defendants presence at two meetings for purchases of large amounts of cocaine was sufficient to establish his participation in the conspiracy B. holding that the district court made sufficient factual findings and adequately determined the scope of defendants participation in a conspiracy under 1b13 even though the district court did not expressly determine the scope of the defendants participation C. holding that there was a sufficient basis for joinder of seven defendants in a single trial where all the defendants were charged with participation in a single overarching drug conspiracy D. holding that evidence tending to show knowing participation in the conspiracy is sufficient to sustain conspiracy conviction E. holding that the sentencing court erred in failing to make a factual determination as to the amount of drugs attributable to the defendant after his participation in the charged conspiracy

assistant: The best answer is B. holding that the district court made sufficient factual findings and adequately determined the scope of defendants participation in a conspiracy under 1b13 even though the district court did not expressly determine the scope of the defendants participation
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: attorney is considered a state official in Mississippi....”). Finally, even if Appellees’ failure to identify C.G. Smith and produce her statement was untimely, this conduct is not sanctionable, as the evidence is not germane to the merits of this case. As discussed above, because the evidence shows that C.G. Smith did not provide her statement to the District Attorney until after Ard’s assault, the statement has no bearing on whether Rushing or Lincoln County acted with deliberate indifference. “An appellate court need be involved [in discovery rulings] only when a party’s substantial rights have been prejudiced and the proceeding would have turned out differently had the evidence been disclosed.” Bass v. City of Jackson, 540 F. App’x 300, 302 (5th Cir.2013) (per curiam) (unpublished) (<HOLDING>). For these same reasons, Ard has failed to Options: A. holding that there is no indication that the district court abused its discretion in denying the discoverysanction motion B. holding that district court abused its discretion by denying plaintiffs motion to file fourth amended complaint C. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint D. holding that district court abused its discretion in denying rule 60b1 motion without conducting equitable analysis E. holding that bia abused its discretion in denying motion to reopen

assistant: The best answer is A. holding that there is no indication that the district court abused its discretion in denying the discoverysanction 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 case excerpt and choose the best holding from the options. Case excerpt: May 1998. This claim is time-barred under both the ADA and FEHA because Shea did not file either an administrative charge with the EEOC within 300 days of this allegedly unlawful conduct or a complaint with the DFEH within a year of this conduct. See 42 U.S.C. §§ 12117(a), 2000e-5(e)(l) (stating that under the ADA, an aggrieved party must file a complaint within either 180 or 300 days after an alleged unlawful employment practice has occurred); Cal. Gov’t Code § 12960 (stating that under the FEHA, a complainant must file an administrative charge within one year after the alleged unlawful practice occurred). Shea’s ADA and FEHA claims are not saved by the continuing violations doctrine. See Nat’l R.R. Passenger Corp. v. Morgan, 536 U.S. 101, 122 S.Ct. 2061, 2068, 153 L.Ed.2d 106 (2002) (<HOLDING>); see also Richards v. CH2M Hill, Inc., 26 Options: A. holding that retaliation claims are not cognizable under 42 usc 1981 B. holding that 42 usc 2000e5el precludes recovery for discrete acts of discrimination or retaliation that occur outside the statutory time period C. holding that the limitations period for a title vii claim for pay discrimination begins with the first discrete act D. holding that the court may only consider the discrete acts that occurred within the appropriate time period E. holding that an individual could recover for acts occurring outside the statutory time period if at least one act occurred within the time period and the acts were part of the same hostile work environment

assistant: The best answer is B. holding that 42 usc 2000e5el precludes recovery for discrete acts of discrimination or retaliation that occur outside the statutory time period
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 Member exercises its right to Transfer its Membership Interest or acquire the other Member’s Membership Interest in accordance with this Section 7.2, each Member shall execute and deliver all related documentation and take such other action in support of the Transfer as shall be reasonably requested by the Company or the other Member in order to carry out the terms and provisions of this Article 7, including, without limitation, the disclosure to a third party acquirer of due diligence materials with respect to the Company or the Assets reasonably requested by a Member subject to execution by such third party acquirer of a customary non-disclosure agreement in a form reasonably acceptable to all Members.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for New Trial A. Attorney Coercion In her second point of error, Viki asserts the trial court erred by denying her motion for new trial because her attorney coerced her into agreeing to the stipulation that awarded Andy the seven lots. In support of her motion for a new trial, Viki filed an affidavit in which she asserted that her former attorney coerced her to agree to the stipulation by telling her that, if she refused, the trial judge would have told her to accept, anyway. Even if we accept Viki’s evidence, however, her claim would still fail. To invalidate an agreement based on undue influence or duress, the coercion must come from the opposing party to the agreement, not the claimant’s attorney. See Kosowska v. Khan, 929 S.W.2d 505, 508 (Tex.App.—San Antonio 1996, writ denied) (<HOLDING>). Accordingly, we overrule Viki’s second point Options: A. holding that speech must be a threat or coercion to be actionable B. holding that whether a consent to a search was in fact voluntary or was the product of duress or coercion express or implied is a question of fact to be determined from the totality of all the circumstances C. holding that the crime of knowingly and willfully threatening the president required only that the threat be made under circumstances where a reasonable person would foresee that the statement would be interpreted by those to whom it is addressed as a serious threat and not be the result of mistake duress or coercion D. holding that duress or coercion would invalidate a contract if the coercion comes from the opposing party not the claimants attorney E. holding that the question whether the defendants consent to accompany the agents was in fact voluntary or was the product of duress or coercion express or implied is to be determined by the totality of all the circumstances

assistant: The best answer is D. holding that duress or coercion would invalidate a contract if the coercion comes from the opposing party not the claimants attorney
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On and after the Closing Date, the Parties will take all appropriate and commercially reasonable actions and execute all documents, instruments or conveyances of any kind that may be reasonably necessary or advisable to put Buyer in possession and operating control of the Acquired Assets and the Business, or to otherwise carry out any of the provisions hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: interest under the first prong of the Mathews test, 424 U.S. at 335, 96 S.Ct. 893, would carry slightly more gravity assuming her Second Amendment rights were implicated than they would otherwise, but the difference would be marginal — the Court takes Hightower’s interest in self-defense seriously regardless of whether it is seen as “constitutionalized” or “extra-constitutional,” see Section IV. B.ii above — and the final two prongs of the Court’s Mathews analysis, as well as the ultimate outcome of that analysis, would remain the same. As to the substantive due process claim, the presence of a valid Second Amendment claim would preclude the Court from engaging in a substantive due process analysis. Albright v. Oliver, 510 U.S. 266, 273, 114 S.Ct. 807, 127 L.Ed.2d 114 (1994) (<HOLDING>) (quoting Graham v. Connor, 490 U.S. 386, 395, Options: A. holding that the constitutional rights in a termination proceeding are derived from the due process clause of the fourteenth amendment of the united states constitution and not the sixth amendment B. holding that when a prisoners deliberate indifference claim is covered by the eighth amendment the substantive due process claims are duplicative and thus the substantive due process claims should be dismissed C. holding that where a particular amendment provides an explicit textual source of constitutional protection against a particular sort of government behavior that amendment not the more generalized notion of substantive due process must be the guide for analyzing these claims D. holding in five separate opinions that 1983 claim based on persons arrest cannot be brought under substantive due process where more specific constitutional provision fourth amendment applies E. holding that a substantive due process challenge is unavailable where there is an explicit textual source of constitutional protection

assistant: The best answer is C. holding that where a particular amendment provides an explicit textual source of constitutional protection against a particular sort of government behavior that amendment not the more generalized notion of substantive due process must be the guide for analyzing these claims