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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. , www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Supplier shall only manufacture the Product to Vericel's specifications and shall not change materials, specifications, design/configuration, procedures, packaging or labeling without Vericel’s prior written consent. Vericel may reject any Product lots that are defective or otherwise do not conform to Vericel's specifications, drawings, or to Vericel's purchase orders.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: An Employee whose employment is permanently terminated by the Company or a participating affiliate without Cause, or who voluntarily terminates employment for Good Reason within 90 days following the first occurrence of the condition constituting Good Reason, in either case outside the Protection Period, will be eligible to receive 52 weeks of the Employee’s base pay. In order to receive these severance benefits, the Employee must timely execute and deliver to the Company an agreement of separation that shall contain a waiver and release of all rights and claims relating to the Employee’s employment by the Company and its affiliates, and the termination of that employment by the Company or its affiliate, and that shall contain such other provisions as approved and required by the Company, in its sole discretion, within a time limit and in a form prepared by and acceptable to the Company.

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 case excerpt and choose the best holding from the options. Case excerpt: see id. at 74-75, 21 L.Ed. 394. The former include only rights the Federal Constitution grants or the national government enables, but not those preexisting rights the Bill of Rights merely protects from federal invasion. Id. at 76-80, 21 L.Ed. 394. The Second Amendment protects a right that predates the Constitution; therefore, the Constitution did not grant it. See, e.g., Heller, 128 S.Ct. at 2797 (“[I]t has always been widely understood that the Second Amendment, like the First and Fourth Amendments, codified a pre-existing right.”). It necessarily follows that the Privileges or Immunities Clause did not protect the right to keep and bear arms because it was not a right of citizens of the United States. See Cruikshank, 92 U.S. at 553; cf. Presser, 116 U.S. at 266-67, 6 S.Ct. 580 (<HOLDING>). 3 The final avenue for incorporation is that Options: A. recognizing a right to associate with others in pursuit of a wide variety of political social economic educational religious and cultural ends B. holding that the right to associate with others as a military company is not a privilege of citizens of the united states C. recognizing even federal constitutional right of association does not apply to the right of one individual to associate with another D. holding that the plaintiff must demonstrate that defendants contacts with the united states as a whole support the exercise of jurisdiction consistent with the constitution and laws of the united states E. holding that the fourteenth amendment which makes persons bom in the united states and subject to its jurisdiction citizens of the united states and requires that representatives be apportioned among the states based on population excluding indians not taxed did not make an indian a citizen of the united states

assistant: The best answer is B. holding that the right to associate with others as a military company is not a privilege of citizens of the united states
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: copyright validity created by the certificate. See Serv. & Training, Inc. v. Data Gen. Corp., 963 F.2d 680, 688 (4th Cir.1992) (citing 17 U.S.C. § 410(c); M. Kramer Mfg. Co. v. Andrews, 783 F.2d 421, 434 (4th Cir.1986)). Defendant’s only apparent argument in this regard is that “a large part of the alleged infringement relates to the copying of references to ‘useful articles,’ ... the generic purpose of the splints, ... and/or the medical conditions that are treated by such products, ... which cannot be copyrighted.” (Def.’s Resp. 10.) That useful articles and medical conditions cannot themselves be copyrighted, however, does not mean that original expression referring to such things is likewise uncopyrightable. See, e.g., Bouchat v. Balt. Ravens, Inc., 241 F.3d 350, 356 (4th Cir.2001) (<HOLDING>). If Defendant’s argument were accepted, the Options: A. holding that where some radio scripts from aradio show had entered the public domain and others were protected by copyright plaintiff was entitled to use the public domain material without a license B. holding that a drawing containing several uncopyrightable public domain elements was entitled to copyright protection because the elements were selected coordinated and arranged in such a way as to render the work original C. recognizing that patent protection extends to elements not protected adequately by copyright D. holding prior publication must not only disclose all elements of the claim within the four corners of the document but must also disclose those elements arranged as in the claim internal citations omitted E. holding that the two elements of a copyright infringement claim are 1 the plaintiff owns a valid copyright right and 2 the defendants copied constituent elements of the work that are original

assistant: The best answer is B. holding that a drawing containing several uncopyrightable public domain elements was entitled to copyright protection because the elements were selected coordinated and arranged in such a way as to render the work original
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: papers, and effects, against unreasonable searches and seizures, shall not be violated, and no warrants shall issue, but upon probable cause, supported by oath or affirmation, and particularly describing the place to be searched, and the persons or things to be seized. 10 . Neither Lindsey nor the State argues that Officer Kruse's actions do not constitute a search. The State's brief states, "Arguably, this was not even a search," Appellee's Br. p. 19, but includes no further discussion on the point. Any such argument is thus waived for failure to present a cogent argument. See Ind. Appellate Rule 46(A)(8)(a) ("'The argument must contain the contentions of the appellant on the issues presented, supported by cogent reasoning.") Lyles v. State, 834 N.E.2d 1035, 1050 (Ind.Ct.App.2005) (<HOLDING>), reh'g denied, trans. denied. 11 . Article 1, Options: A. holding that failure to develop a cogent argument waives the issue for appellate review B. holding that the defendant waived argument on appeal by failing to develop a cogent argument C. holding that the failure to obtain a ruling on a motion for new trial waives the issues raised for appellate review D. recognizing that the specific argument regarding an issue must be made in the trial court to preserve that issue for appellate review E. holding that partys failure to develop issue in argument section constitutes waiver of issue

assistant: The best answer is A. holding that failure to develop a cogent argument waives the issue for appellate review
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All Loan Parties have made all required tax filings and are not delinquent in the payment of any federal, state and local taxes, assessments, impositions or other governmental charges applicable to them and/or their respective assets, except to the extent same are being contested in a manner which complies with the requirements of Section 8.2.4 .

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 436 U.S. 850 98 S.Ct. 3063 56 L.Ed.2d 751 David B. TERKv.Ladd S. GORDON, etc., et al No. 77-1042 Supreme Court of the United States June 12, 1978 June 12, 1978. PER CURIAM. 1 This case originated as a challenge, under the Privileges and Immunities Clause, U.S.Const., Art. IV, § 2, cl. 1, and under the Fourteenth Amendment, to New Mexico's statutes requiring licenses to hunt game in that State. A three-judge United States District Court upheld the State's statutory provisions insofar as they imposed higher license fees for nonresidents than for residents, but the court also ruled that the statutes governing the allocation of licenses to hunt certain rare species of game were unconstitutional. Plaintiff-appellant Terk, a Texas resident, appeals from that portion of the District Court's judgment that upheld the New Mexico fee discrimination. The defendant-appellees, who are the Director of the State's Department of Game and Fish and the members of the State Game Commission, did not seek review of that portion of the judgment that held the allocation of licenses to be unconstitutional. 2 The issue as to the fee discrimination between residents and nonresidents is controlled by this Court's recent decision in Baldwin v. Montana Fish and Game Comm'n, 436 U.S. 371, 98 S.Ct. 1852, 56 L.Ed.2d 354 (1978). On appellant Terk's appeal, therefore, the judgment of the United States District Court is affirmed. We express no view, however, on the allocation issue as to which no review was sought. 3 Affirmed.

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 legal provision and list the applicable contract clause categories. Provision: This Plan will bind any successor (a “ Successor ”) to all or substantially all of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would have been obligated under this Plan if no such succession had taken place. In the case of any transaction in which a Successor would not, pursuant to the foregoing provision or by operation of law, be bound by this Plan, the Company will require such Successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would have been required to perform such obligations if no such succession had taken place. The term “Company”, as used in this Plan, will mean the Company as hereinbefore defined and any Successor and any assignee to such business or assets that by reason hereof becomes bound by this Plan.

assistant: Successors
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 Administrative Agent shall have received a Notice of Borrowing from the Borrowing Agent in accordance with Section 2.2(a) , Section 4.2 or Section 5.2 , as applicable.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: these terms of service , any supplemental policies and any documents expressly incorporated by reference herein ( including the supercell privacy policy ) , contain the entire understanding of you and supercell , and supersede all prior understandings of the parties hereto relating to the subject matter hereof , whether electronic , oral or written , or whether established by custom , practice , policy or precedent , between you and us with respect to the service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Tenant hereby indemnifies and agrees to defend, save and hold Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease signators (collectively, “ Landlord Indemnified Parties ”) harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises or the Project arising directly or indirectly out of use or occupancy of the Premises or the Project by Tenant or any Tenant Parties (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s Parties in or about the Premises or at the Project) or the a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by the willful misconduct or gross negligence of Landlord Indemnified Parties. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party or Tenant Parties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Following the Closing, each party hereto shall, and shall cause its Affiliates and Representatives to, hold in strict confidence and not utilize in its respective business any information and documents concerning any other party hereto or any of its respective Affiliates (“ Confidential Information ”), including all confidential or proprietary documents or information regarding the Compound in the possession of Seller and its Affiliates even though such documents and information were first developed by, made known to, or obtained from, Seller and its Affiliates, except where disclosure may be necessary for any such party to enforce its rights under this Agreement or any Transaction Document or to comply with applicable Law. In the event a party is required to disclose Confidential Information to comply with any applicable Law, the party proposing to disclose such information shall give the original disclosing party with respect to whom such information is Confidential Information reasonable advance notice of such disclosure (to the extent not prohibited by applicable Law) and to cooperate with such disclosing party in seeking a protective order or other appropriate means for limiting the scope of the disclosure. Notwithstanding the foregoing, the following will not constitute “ Confidential Information ” for purposes of this Agreement: (a) other than confidential or proprietary documents and information regarding the Compound, (i) information that is independently developed by the receiving party or any Affiliate thereof without the use of the Confidential Information, and (ii) information that is obtained or was previously obtained by the receiving party or its Affiliates from a third party who is not known by the receiving party after due inquiry to be subject to obligations of confidentiality with respect thereto, and (b) information that is or becomes generally available to the public other than as the result of a disclosure by the receiving party or any Affiliate thereof or their respective agents or employees. Notwithstanding the foregoing, following the Closing, the foregoing restrictions in this Section 7.6 shall not apply to the use by Acquirer or its Affiliates and its or their successors, assigns and Representatives of any documents or information concerning the Compound or the Purchased Assets furnished or transferred by Seller or its Affiliates hereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: indispensable party. Id. This aspect of the opinion must not be overstated, as the court ultimately held that the patent owner did not transfer all of the substantial rights in the patent to the plaintiff; rather, it transferred only the right to license the patent to one specific (sub)lieensee. Id. at 1379-80. While the case was decided in the context of a Rule 19 dispute, the decision rested on the fact that none of the named plaintiffs had rights of ownership that created standing to sue. Alternatively, in one case requiring Rule 19 joinder of the holder of a reversionary right, the reversionary right was triggered upon the expiration of an agreement transferring all of the substantial rights of the patent. Moore U.S.A. Inc. v. Standard Register Co., 60 F.Supp.2d 104 (W.D.N.Y.1999) (<HOLDING>). In Moore, any extension of the agreement Options: A. holding patent policy incorporated by reference into patent agreement B. holding that the assignor of a patent retained substantial rights in the patent and must be added as an indispensable party C. holding that 1338a jurisdiction inures when a complaint establishes that federal patent law creates the cause of action or that the plaintiffs right to relief necessarily depends on resolution of a substantial question of federal patent law in that patent law is a necessary element of one of the wellpleaded claims D. holding a nonparty to a patent infringement suit who funded an unsuccessful challenge to a patent could not file a subsequent lawsuit again challenging the patent E. holding in a patent infringement case that plaintiff lacked standing where it held a conditional right to license a patent and enforce license agreements but did not have the right to transfer the patent

assistant: The best answer is B. holding that the assignor of a patent retained substantial rights in the patent and must be added as an indispensable party
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices provided for in this Agreement shall be in writing and shall be given either (i) by actual delivery of the notice to the party entitled thereto or (ii) by depositing the same with the United States Postal Service, certified mail, return receipt requested, postage prepaid, to the address of the party entitled thereto. The notice shall be deemed to have been received in case (i) on the date of its actual receipt by the party entitled thereto and, in case (ii), two days after the date of its deposit with the United States Postal Service.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: • utah code annotated § 70a-2-401 ( 2 ) and uniform commercial code § 2-401 ( 2 ) apply to the transfer of ownership between the buyer and the seller , unless the buyer and the seller agree otherwise .

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: All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent, any Issuing Lender or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid (except for Unliquidated Obligations) or any Letter of Credit is outstanding (unless such Letter of Credit has been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Bank may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company and the Bank determine are required or authorized to be withheld pursuant to any applicable law or regulation. Except for any tax amounts withheld by the Company and the Bank from any compensation that Executive may receive in connection with Executive’s employment with the Company and the Bank and any employer taxes required to be paid by the Company and the Bank under applicable laws or regulations, Executive is solely responsible for payment of any and all taxes owed in connection with any compensation, benefits, reimbursement amounts or other payments Executive receives from the Company or the Bank under this Agreement or otherwise in connection with Executive’s employment with the Company and the Bank. The Company and the Bank do not guarantee any particular tax consequence or result with respect to any payment made by the Company or the Bank under this Agreement. In no event should this Section 10 or any other provision of this Agreement be construed to require the Company or the Bank to provide any gross-up for the tax consequences of any provisions of, or payments under, this Agreement, and the Company or the Bank has no responsibility for tax or legal consequences to Executive resulting from the terms or operation of this Agreement.

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: The terms and conditions of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous communications or agreements, either oral or written, between the parties. There are no understandings, representations or warranties of any kind whatsoever, except as expressly set forth herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and citation omitted). Relating a warning theory in terms of “warranty” or “fraud” does not avoid the implications of an adequate warning. See, e.g., In re Norplant Contraceptive Prods. Liab. Litig., 955 F.Supp. 700, 709 (E.D.Tex.1997) (granting summary judgment on all claims because “[t]he gravamen of all of Plaintiffs’ causes of action ... is that Wyeth failed to adequately warn of or disclose the severity of Norplant’s side effects”), aff'd 165 F.3d 374 (5th Cir.1999); Ames, 431 F.Supp.2d at 567-68 (D.Md.2006) (granting summary judgment based on proximate cause and stating defective design, marketing defect, breach of implied warranty, and negligence claims can be “reduce[d] down” to failure to warn claims); Jack v. Glaxo Wellcome Inc., 239 F.Supp.2d 1308, 1320-22 (N.D.Ga.2002) (<HOLDING>). In addition, all of Plaintiffs’ additional Options: A. holding that the hospital was fraudulently joined because hospitals are not sellers of medical devices and therefore there was no basis in illinois law to support the plaintiffs claims for strict liability and breach of implied warranty against the hospital B. holding that a commercial buyer of defective goods cannot maintain a strict liability or negligence suit for economic loss to the product as the remedy is a breach of warranty suit under the ucc C. holding warranty liability and strict liability were both shown by proof a product was defective D. holding the learned intermediary doctrine as adopted by georgia courts insulated a defendant from liability for negligence strict liability and breach of implied warranty claims E. recognizing strict product liability actions

assistant: The best answer is D. holding the learned intermediary doctrine as adopted by georgia courts insulated a defendant from liability for negligence strict liability and breach of implied warranty 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: In the event of the death of a Participant while the Participant holds outstanding Options to purchase shares of Stock under the Plan, the legal representatives of such Participant’s estate (or, if the Administrator permits a beneficiary designation, the beneficiary or beneficiaries most recently designated by the Participant prior to his or her death) may, within three (3) months after the Participant’s death (but no later than the last Trading Day of the Offering Period (or if an Offering Period has multiple Purchase Periods, the last Trading Day of the then-current Purchase Period)) by written notice to the Company (or the Company’s designee), elect one of the following alternatives. In the event the Participant’s legal representatives (or, if applicable, beneficiary or beneficiaries) fail to deliver such written notice to the Company (or the Company’s designee) within the prescribed period, the alternative in Section 11(b)(ii) shall apply.

assistant: Death
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: by participating in a decision to treat all cash received from shares held by the estate in thoroughbred race horses as income rather than creating a depreciating reserve. The circuit court noted that the daughters did not raise this argument until tlieir posttrial brief; thus, it considered the argument untimely. The daughters do not respond to the reason the circuit court gave for rejecting their argument. Instead, they argue on appeal the merits of the issue, which the circuit court did not reach, and they provide no legal authority ■as to the timeliness ground on which the circuit court relied. Based on well settled principles of appellate review, we will not reverse a judgment of a trial court under such circumstances. See, e.g., Tucker v. Nichols, 431 So.2d 1263, 1264 (Ala.1983)(<HOLDING>). D. Award of Attorney Fees to. the Personal Options: A. holding to warrant reversal the appellant must show both the error of the ruling and resulting prejudice B. holding that where the appellant has failed to demonstrate error the court is not required to search the record for an error C. holding that a valid plea requires an affirmative showing of voluntariness on the record in order to conclude that a defendant has waived his constitutional rights D. holding that the fee applicant bears the burden of showing that an adjustment is necessary to the determination of a reasonable fee E. holding that in order to secure a reversal the appellant has an affirmative duty of showing error upon the fee ord

assistant: The best answer is E. holding that in order to secure a reversal the appellant has an affirmative duty of showing error upon the fee ord
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 Termination of Employment is by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of the Special Termination Amount, the timely payment or provision of Other Benefits, and the full vesting of the Inaugural Awards. The Special Termination Amount shall be paid to the Executive at the same time and in the same manner as the payment would be made pursuant to Section 5(a). With respect to the provision of 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 Company and its 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 90-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 Company and its Affiliated Companies and their families. The Inaugural Awards shall be settled within 30 days following the Date of Termination (subject to delay under Section 409A of the Code if the Executive is a Specified Employee).

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: 2.1. A Receiving Party agrees: 2.1.3. not to disclose any Confidential Information to any person or entity other than to such of its employees who need to know for the Purpose (“Permitted Disclosees”), provided that the Receiving Party shall ensure that its Permitted Disclosees keep all Confidential Information confidential and only use it on the terms of this Agreement, as if such Permitted Disclosees were party to this Agreement.

assistant: No
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 Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense (in each case as reasonably determined by such Lender) that such Lender may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement (except as a result of a notice by the Administrative Agent pursuant to Section 2.17), (b) default by such Borrower in making any prepayment of or conversion from Eurocurrency Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement, (c) the making of a prepayment of Eurocurrency Loans on a day that is not the last day of an Interest Period with respect thereto (including as a result of an Event of Default) or (d) the assignment of a Eurocurrency Loan on a day that is not the last day of an Interest Period with respect thereto as a result of a request by the Parent Borrower pursuant to Section 2.24. Without limiting the generality of the foregoing, such indemnification shall include the costs and expenses of each Lender that are attributable to the premature unwinding of any hedging agreement entered into by such Lender in respect of the foreign currency exposure attributable to such actual or proposed Eurocurrency Loan. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurocurrency market. A certificate as to any amounts payable pursuant to this Section 2.21 submitted to the relevant Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

assistant: Indemnity
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: need for a strong and healthy family relationship”); see also Weintraub v. Brown, 98 A.D.2d 339, 470 N.Y.S.2d 634, 641 (1983) (“We are loath to adopt a rule, the primary effect of which is to encourage, indeed reward, the parents’ disparagement or outright denial of the value of their child’s life.”). Finally, because the amount of emotional distress experienced as a result of unintended parenthood would vary greatly among different individuals, mental-anguish damages in wrongful pregnancy cases have been characterized as too speculative to be recoverable. See, e.g., Crawford, 929 S.W.2d at 637 (denying as speculative parents’ claim for emotional suffering against physician who negligently performed sterilization procedure); cf. Jacobs v. Theimer, 519 S.W.2d 846, 849 (Tex. 1975) (<HOLDING>); but see Flax, 896 S.W.2d at 841, 843-45 Options: A. holding that in order to support a termination of parental rights based on prospective abuse it is necessary to show that the behavior of the parent was beyond the parents control likely to continue and placed the child at risk and citing as an example the parents mental illness B. recognizing policy and ruling that person who failed to file counterclaim when childs paternity was being determined in earlier litigation should not be allowed to bring later suit to establish that he was childs natural father as this would not be in the childs best interests C. holding that parents who sued doctor for negligent failure to diagnose childs affliction in utero could not recover mentalanguish damages because such award would be based upon speculation as to the quality of life and as to the pluses and minuses of parental mind and emotion D. holding that courts may look to parental conduct both before and after childs birth to determine whether termination is appropriate that parents conduct need not be directed at child and that danger to childs wellbeing may be inferred from parental misconduct standing alone E. holding that the emotional benefits to the parents resulting from the childs birth could be applied to offset any damage award

assistant: The best answer is C. holding that parents who sued doctor for negligent failure to diagnose childs affliction in utero could not recover mentalanguish damages because such award would be based upon speculation as to the quality of life and as to the pluses and minuses of parental mind and emotion
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: out-of-country usage may in any event lead to significantly higher costs than regular usage , and you are solely responsible for keeping yourself informed and paying for possible roaming and other applicable charges levied by your mobile network operator .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 6.1 although we aim to offer you the best service possible , we make no promise that the products will meet your requirements and we can not guarantee that the products will be fault free .

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: No failure on the part of Buyer to exercise, or delay in exercising, any right or remedy under the Repurchase Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy thereunder preclude any further exercise thereof or the exercise of any other right. The rights and remedies in the Repurchase Documents are cumulative and not exclusive of any rights and remedies provided by law. Application of the Default Rate after an Event of Default shall not be deemed to constitute a waiver of any Event of Default or Buyer’s rights and remedies with respect thereto, or a consent to any extension of time for the payment or performance of any obligation with respect to which the Default Rate is applied. Except as otherwise expressly provided in the Repurchase Documents, no amendment, waiver or other modification of any provision of the Repurchase Documents shall be effective without the signed agreement of the applicable Seller and Buyer. Any waiver or consent under the Repurchase Documents shall be effective only if it is in writing and only in the specific instance and for the specific purpose for which given.

assistant: Amendments
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 Holder shall be entitled to receive, and Borrower shall pay, simple interest on the outstanding principal amount of this Note at the annual rate of eight (8%) percent per annum payable in cash on the Maturity Date.

assistant: Interests
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: any number of reasons to “hold back” and not call a potential witness. For instance, the witness’s testimony might be cumulative, or the existence of impeaching evidence may detract too greatly from the probative value of the testimony and taint the party’s case. B The “Opened Door” Doctrine Although we hold that the “invited response” doctrine is inapplicable, because defense counsel did not make an improper argument and no impermissible missing witness inference was made, our analysis does not end here. The State contends that several federal court cases and cases from other jurisdictions support its position that the “invited response” doctrine applies and that Mitchell’s convictions ought to be affirmed. See, e.g., United States v. Hernandez, 145 F.3d 1433, 1439 (11th Cir.1998) (<HOLDING>); United States v. Molovinsky, 688 F.2d 243, Options: A. holding that comment by prosecutor in closing argument that defense counsel did not produce evidence of the defendants innocence was not a comment on the defendants failure to testify B. holding the prosecutors statements were not an inappropriate comment on the defendants failure to testify but rather a comment on the defendants failure to present convincing evidence to support his defense C. holding that it is not improper for a prosecutor to comment on a defendants subpoena power particularly when done in response to a defendants argument about the prosecutors failure to call a specific witness quoting united states v blackman 66 f3d 1572 1578 n 7 11th cir1995 D. holding that the prosecutors comment regarding the defendants failure to call a potential witness did not shift the burden of proof because it did not implicate the defendants fifth amendment right not to testify E. holding that prosecutors remarks regarding the defendants subpoena power were a justified defensive response

assistant: The best answer is C. holding that it is not improper for a prosecutor to comment on a defendants subpoena power particularly when done in response to a defendants argument about the prosecutors failure to call a specific witness quoting united states v blackman 66 f3d 1572 1578 n 7 11th cir1995
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: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Attached hereto as Schedule 5(a) is a schedule setting forth all of each Company’s United States Patents and United States Trademarks registered with and published by (or applied for in) the United States Patent and Trademark Office (excluding, for the avoidance of doubt, any United States Patent or United States Trademark that has expired or been abandoned, but including United States Trademarks that would constitute Collateral upon the filing of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto), including the name of the registered owner and the registration or publication number (or, if applicable, the applicant and the application number) of each such United States Patent and United States Trademark.

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 legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Employer shall pay to the Executive a base salary (the “ Base Salary ”) at the rate of no less than $375,000 per calendar year, less applicable deductions, and prorated for any partial year. Beginning with the first quarter of 2019, the Base Salary shall be reviewed for increase by the Employer no less frequently than annually, and shall be increased in the discretion of the Employer and any such adjusted Base Salary shall constitute the “Base Salary” for purposes of this Agreement. The Base Salary shall be paid in substantially equal installments in accordance with the Employer’s regular payroll procedures. The Executive’s Base Salary may not be decreased during the Employment Period.

assistant: Base Salary