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: Except as disclosed in Schedule 3(c) or the SEC Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities of the Company or any of its Subsidiaries, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available to the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “ Certificate of Incorporation ”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “ Bylaws ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE PARTIES TO THIS AGREEMENT EACH HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

assistant: Waiver Of Jury Trials
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 term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver, unless specifically stated therein, and each waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than the act specifically waived.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which the Publishing Assets are located. Seller has the requisite power and authority to execute, deliver and perform this Agreement and all of the other agreements and instruments to be made by Seller pursuant hereto (collectively, the “Seller Ancillary Agreements”) and to consummate the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower will execute and deliver, and will cause each Subsidiary to execute and deliver, such further instruments as may be requested by Lender to carry out the provisions and purposes of this Agreement and the other Loan Documents and to preserve and perfect the Liens of Lender in the Collateral.

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 legal provision and list the applicable contract clause categories. Provision: All disclosure provided to the Stockholders regarding OHGI, its business and the transactions contemplated hereby, including the OHGI Disclosure Schedules to this Agreement, furnished by or on behalf of OHGI with respect to the representations and warranties made herein are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. In the event that the OHGI Disclosure Schedules are not delivered contemporaneously with the execution of this Agreement, they shall be delivered as soon as practicable prior to the Closing Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as: “bodily injury which ... involves a substantial risk of death, a substantial risk of serious permanent disfigurement, a substantial risk of protracted loss or impairment of the function of any part or organ of the body, or breaks, fractures, or burns of the second or third degree”. Colo. Rev. Stat. § 18-l-901(3)(p). Thus, Gonzalez contends the Colorado statute includes a different class of injuries (e.g., fractures) than the MPC. Although Gonzalez cites similar cases supporting his assertions, other case-law cuts against his position. Compare United States v. Calzada-Ortega, 551 Fed.Appx. 790, 792-93 (5th Cir. 2014) (concluding a similar Wisconsin statute was broader than the enumerated aggravated-assault offense), with United States v. Aluya, 590 Fed.Appx. 433, 434 (5th Cir. 2015) (<HOLDING>). Therefore, pursuant to our limited Options: A. holding on plainerror review an oklahoma statute for assault and battery was equivalent to the enumerated offense B. holding that under maryland common law an assault is an attempted battery an actual battery or a combination of the two C. holding that virginia domestic assault and battery statute did not qualify D. holding that the oklahoma statute like the california statute did not qualify as an enumerated offense because it lacked the elements of substantial interference with the victims liberty and risk of bodily injury E. holding that battery is an inherently included offense of aggravated battery

assistant: The best answer is A. holding on plainerror review an oklahoma statute for assault and battery was equivalent to the enumerated offense
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 has duly complied, and its properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Change. To the knowledge of the Borrowers after due inquiry, no Inventory has been produced in violation in any material respect of the Fair Labor Standards Act.

assistant: Compliance With 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 case excerpt and choose the best holding from the options. Case excerpt: nonetheless continued to suffer additional deterioration of his hearing in the higher frequencies. The Commission determined that because there were no medical opinions in the record to indicate that Rollon’s need fpr hearing aids developed more than two years prior to the date he filed his claim for benefits or that the additional loss of high-frequency hearing that developed within the two years prior to the claim being filed was not the reason he needed hearing aids, ALCOA had failed to establish by a preponderance of the evidence that Rollon’s claim for hearing aids was barred by the statute of limitations. We hold that this was an improper shifting of the burden of proof from the employee to the employer. In Petit Jean Air Serv. v. Wilson, 251 Ark. 871, 475 S.W.2d 531 41 (1955) (<HOLDING>); and Howard v. AP&L Co., 20 Ark. App. 98, 724 Options: A. holding that the burden rests upon the party seeking benefits to prove the injury sustained was the result of an accident arising out of and in the course of employment and the rule of liberal construction is not a substitute for the claimants burden of establishing his claim by a preponderance of the evidence B. holding that in determining whether an accident arose out of employment the issue is whether the employees employment brought him in contact with the risk that in fact caused his injuries C. holding that because the carrier contested the compensability of the claim and took the position that there was no evidence that the accident arose out of and in the course and scope of hernandezs employment there was no conclusion on the merits D. holding that where the employment of the injured employees was the occasion of the injury the injuries arose out of employment E. holding that it is the claimants burden to show that the injury was the result of an accident that not only arose in the course of the employment but that it also grew out of or resulted from the employment

assistant: The best answer is E. holding that it is the claimants burden to show that the injury was the result of an accident that not only arose in the course of the employment but that it also grew out of or resulted from the employment
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: You will continue to be bound by the restrictive covenants set forth in Section 8 of the Existing Agreement in accordance with their terms, as well as the restrictive covenants set forth in your applicable award agreements under the Bunge Equity Plan. In addition, Sections 5.1.2, 5.1.3, 7.1 through 7.5, 9, 10.10, 10.11 and 10.12 of the Existing Agreement are hereby incorporated by reference herein and form a part hereof and shall continue and survive following the Effective Date and any termination of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the issue of Bolden’s guilt or innocence on the charge of second degree murder. Numerous courts have held, applying the “issues necessarily adjudicated” test that in previous trials on other charges, juries necessarily pass upon the veracity of a defendant in reaching a verdict of acquittal. United States v. Hernandez, 572 F.2d 218 (9th Cir.1978) (acquittal in first trial on charge of billing the government for more hours spent providing legal services than were actually spent; second trial for perjury); United States v. Nash, 447 F.2d 1382 (4th Cir.1971) (acquitted in first trial on mail theft charge, subsequently charged with perjury on basis of the impossibility of defendant’s having ob tained money as she testified in first trial); Jay v. State, 15 Ala.App. 255, 73 So. 137 (1916) (<HOLDING>); Youngblood v. United States, 266 F. 795 (8th Options: A. holding that further inquiry into falsity of defendants prior testimony in a rape case is barred B. holding that application of the rape shield law to a case in which the underlying events occurred prior to the enactment of the rape shield law was not a violation of the constitutional prohibition against ex post facto laws C. holding that the trial court in a sexual assault case erred by refusing to allow evidence of prior testimony by the complainant in an unrelated rape prosecution D. holding that the defendants offer of the affiants sworn testimony to establish falsity of the warrant affidavit did not amount to a substantial preliminary showing of falsity under franks E. holding that a rape shield statute was not ex post facto when it barred evidence of a prior sexual relationship that was admissible before enactment of the statute

assistant: The best answer is A. holding that further inquiry into falsity of defendants prior testimony in a rape case is barred
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: 183, 189, 500 P.2d 771 (1972) (question of abolition of rule of interspousal tort immunity is properly a matter for the courts and need not await legislative action since "the rule is not one made or sanctioned by the legislature, but rather is one that depends for its origins and continued viability upon the common law"). Every jurisdiction that has thus far abolished the tort of alienation of a spouse's affections has done so legislatively. However, the mere fact that the legislatures in these other states abolished the cause of action before the question of abolition was properly presented to the respective courts, does not mean that every state court must wait for the legislature to focus its attention on this subject. See, e.g., Doe v. Doe,_Mass__, 390 N.E.2d 730, 732-33 (1979) (<HOLDING>); see also Bearbower v. Merry, 266 N.W.2d 128, Options: A. recognizing the supervisory power of appellate courts B. holding that the legislature which created the state board of education has the power to abolish modify and control it and therefore had the power to do away with the prerequisite that the senate affirm the governors appointments of all commissioners serving on the board C. recognizing the inherent power of the courts to issue warrants D. recognizing that the state courts have the power to abolish the tort of alienation of affections E. recognizing inherent power of courts of appeals

assistant: The best answer is D. recognizing that the state courts have the power to abolish the tort of alienation of affections
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: (“inadvertent miscalculation of the date by which [plaintiffs] were required to respond to defendants’ filings” not excusable neglect); Ramseur v. Barreto, 216 F.R.D. 180, 182 (D.D.C.2003) (“inadvertently overlooking] a filing deadline [and later] to be reminded of it only by a show cause order some three weeks later [does not] constitute[] excusable neglect”) (internal quotations omitted); Wilson & Co. v. Ward, 1 F.R.D. 691, 691 (D.D.C.1941) (no excusable neglect where demand for jury trial was “inadvertently overlooked” by counsel, even where opposing party consented to enlargement). Courts outside of this jurisdiction have routinely come to similar conclusions concerning excusable neglect and mistake. See, e.g., Silivanch v. Celebrity Cruises, Inc., 333 F.3d 355, 370 (2d Cir.2003) (<HOLDING>) cert. denied, 540 U.S. 1105, 124 S.Ct. 1047, Options: A. holding that the district court abused its discretion when it decided that defense counsels determination of the wrong date by which defendant had to file a notice of appeal constituted excusable neglect B. holding district court abused its discretion in admitting state court findings of fact C. holding that district court abused its discretion by denying plaintiffs motion to file fourth amended complaint D. holding that the district court abused its discretion when it imposed a belowguidelines sentence in part because it disagreed with the jurys finding that the defendant had the intent to defraud E. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint

assistant: The best answer is A. holding that the district court abused its discretion when it decided that defense counsels determination of the wrong date by which defendant had to file a notice of appeal constituted excusable neglect
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 and the Exhibits hereto, each of which is incorporated herein, constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior agreements, representations, statements, understandings, customs and trade usage, if any, whether written or oral. Distributor and Daikyo agree that the English language version of this Agreement shall control over translations of this Agreement into any other language.

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: inconsistent with Jacobson because they equate a person already willing to commit a crime with a person predisposed to commit a crime prior to being approached by the government. Under the district court’s instructions, the jury could have reasonably found that Williams was predisposed because he was willing to sell crack at the time Richardson arranged the crack deal. The jury could have made this finding without regard to whether Williams was willing to sell crack before he met Richardson. Therefore, because Jacobson and our subsequent decisions dictate that a defendant cannot lawfully develop a disposition during the course of dealing with the government, cf. United States v. North, 746 F.2d 627, 630 (9th Cir.1984), cert. denied, 470 U.S. 1058, 105 S.Ct. 1773, 84 L.Ed.2d 832 (1985) (<HOLDING>), the district court’s instructions misstate Options: A. holding that a government agency seeking to enforce a prior order regarding prepetition acts of a debt or is not bound by a confirmed plan a if such agency fails to participate in the confirmation of such plan b if the obligations that such agency seeks to impose upon such debtor do not constitute claims c notwithstanding that such plan purports to treat such debtors obligations to such agency and d since it thus is not a named entity within 1141a B. holding summary judgment motions in abeyance for possible evidentiary hearing C. recognizing such an exception D. holding that such a decision was within the trial courts discretion E. holding prejacobson that such development was possible

assistant: The best answer is E. holding prejacobson that such development was possible
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: 1 Stat. 73, 78 (1789), in order to further the objective, also inherent in the Commerce Clause, Art. I § 8, cl. 3, of avoiding risks of local prejudice or restrictions harmful to the Union. This does not affect the content of applicable law, be its source state or federal, which is to be applied evenhandedly by all courts. Erie R. Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938). 3 . Charlebois involved a contract specifying that the work was to be done by a licensed party; such a written provision is an additional safeguard but hardly a sine qua non. 4 . For discussion of medieval guild restraints leading to substitution of the concept of the open market, see Hoover v. Ronwin, 466 U.S. 558, 582-601, 104 S.Ct. 1989, 2002-2012, 80 L.Ed.2d 590 (1984) (dissenting opinion) (<HOLDING>). For more modern applications, see, e.g., FMC Options: A. holding habitual sentence rendered guidelines scoresheet irrelevant B. holding irrelevant here C. holding defendant sentenced to term equal to maximum guidelines sentence under improperly calculated sentencing guidelines scoresheet was not entitled to be resentenced because defendant was habitualized such that sentencing guidelines score sheet was irrelevant and the sentence imposed was not illegal D. holding that the plaintiffs assertion that he neither knew nor in the exercise of reasonable diligence could have known about the governments possible liability for his injury was irrelevant to accrual of his ftca claim E. holding that trial court did not abuse its discretion in not allowing defendant to present evidence of his subjective belief regarding his status as habitual offender because his belief was irrelevant to offense of driving as habitual offender

assistant: The best answer is B. holding irrelevant here
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 agreements, representations and warranties made herein and in every other Financing Document, other than those made in Section 3.26, which shall expire 6 months following the Closing Date, shall survive the execution and delivery of this Agreement and the other Financing Documents and the other Operative Documents. The provisions of Section 2.10 and Articles 11 and 12 shall survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: outline two methods for dealing with thirdparty liability: “cost avoidance” and “pay and recover later.” 42 C.F.R. § 433.139(a)(2) (2005). When the probable liability of a third party is established at the time a claim is filed, the state Medicaid agency is required to practice cost avoidance by rejecting the claim and returning it to the provider for a determination of the amount of third-party liability. See 42 C.F.R. § 433.139(b) (2005). When, on the other hand, probable thirdparty liability is established or other benefits become available after the claim is filed, the state Medicaid agency is required to use the pay and recover later method, see 42 C.F.R. § 433.139(c) (2005), also known as “pay and chase,” Atlanticare Med. Center v. Com’r of Div., 785 N.E.2d 346, 353 (Mass. 2003) (<HOLDING>). When a state Medicaid agency is obligated to Options: A. holding that a state is not a person under 42 usc 1983 B. holding that the court does not examine legislative history when the statutes text and context are not subject to more than one plausible reading C. holding that 42 usc 1396aa13a which requires states to make reasonable reimbursement to providers was enforceable by the providers pursuant to section 1983 D. holding that neither the language nor the legislative history of the fcpa indicates the congressional intent to create a private right of action E. holding that natural reading of 42 usc 1396a25b and legislative history demonstrate congressional intent that state medicaid agencies seek reimbursement from liable third parties rather than providers

assistant: The best answer is E. holding that natural reading of 42 usc 1396a25b and legislative history demonstrate congressional intent that state medicaid agencies seek reimbursement from liable third parties rather than providers
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 shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (ii) to the extent that such payments may be made in compliance with the terms of the agreements governing the Company’s debt obligations and applicable law, the Company shall pay or reimburse the Managing Member for (A) all costs, fees or expenses incurred by the Managing Member in connection with the IPO, other than the payment obligations of the Managing Member under the Tax Receivable Agreement and the income, franchise (except as provided in this Section 8.6 ) or similar tax obligations of the Managing Member, and (B) all costs, fees or expenses incurred by the Managing Member in connection with serving as the Managing Member. To the extent that the Managing Member determines in good faith that such expenses are related to the business and affairs of the Company or any of its subsidiaries (including expenses that relate to the business and affairs of the Company or any of its subsidiaries and that also relate to other activities of the Managing Member), the Managing Member may cause the Company to pay or bear all expenses of the Managing Member, including costs of securities offerings not borne directly by Members, compensation and meeting costs of the board of directors of the Managing Member, costs relating to periodic reports to stockholders of the Managing Member, litigation costs and damages arising from litigation, accounting and legal costs incurred by the Managing Member and franchise taxes arising from the existing or business activities of the Managing Member, provided that the Company shall not pay or bear any income or similar tax obligations of the Managing Member.

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 case excerpt and choose the best holding from the options. Case excerpt: her 2011 EEOC charge of age and race discrimination, it does not grow out of the subject matter of the original charge.”); Marshall v. Honeywell Tech. Solutions, Inc., 536 F.Supp.2d 59, 67 (D.D.C.2008) (“[W]here administrative complaints for discrimination based on sex, race and retaliation do not mention critical facts relevant to an age discrimination claim, the later filed age claims do not relate back.”); Thrash v. Library of Cong., No. 04-0634, 2006 WL 463251, at *6 (D.D.C. Feb. 24, 2006) (”[T]he court determines that the defendant did not have notice of the plaintiff s' charges of age discrimination for a refusal to transfer the plaintiff based on her administrative charges of race and gender discrimination.”); Wilson v. Commc’ns Workers of Am., 767 F.Supp. 304, 306 (D.D.C.1991) (<HOLDING>). For Title VII claims, the failure to properly Options: A. holding that because the amendment added a new substantive theory which is fundamentally distinct from the original race discrimination charge it did not relate to or grow out of the plaintiffs original eeoc charge B. holding that where the writings on file were insufficient to constitute an effective charge a charge had not been effectively filed despite the fact that the eeoc had assigned the case a charge number C. holding that an original eeoc charge is sufficient to support a civil suit under the act for any discrimination developed in the course of a reasonable investigation of that charge provided such discrimination was included in the reasonable cause determination of the eeoc D. holding that claimant exhausted administrative remedies only as to the complaints made in the original charge and factually related claims that reasonably could be expected to grow out of the administrative investigation of that charge E. holding eeoc could maintain an action alleging discrimination against women and minority groups although the original charge alleged only discrimination against males

assistant: The best answer is A. holding that because the amendment added a new substantive theory which is fundamentally distinct from the original race discrimination charge it did not relate to or grow out of the plaintiffs original eeoc charge
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 shall maintain an insurance policy or policies against liability arising out of this Agreement or otherwise providing coverage that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. In all such policies maintained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Escrow Agent acts hereunder as a depository only. The Escrow Agent shall not be liable, except for willful misconduct, breach of trust, or gross negligence, for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person(s). The Escrow Agent shall not be held liable for any error in judgment made in good faith by an officer or employee of either unless it shall be proved that such officer or employee was grossly negligent or reckless in ascertaining the pertinent facts or acted intentionally in bad faith or engaged in willful misconduct or a breach of trust. The Escrow Agent shall not be bound by any notice of demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 468 (quoting Sumner v. United States Postal Service, 899 F.2d 203, 209 (2d Cir.1990)). It is undisputed that Johnson complained to Cort Furniture’s management about what she believed constituted discriminatory practices at Cort Furniture. Thus, Johnson’s numerous complaints about discrimination and her refusal to “gather” more derogatory information to place in Aman’s file following Aman’s termination, separate and apart from her failure to attend the deposition, represent activities protected under Title VII. But the fact that her discharge did not immediately follow these activities does not undermine her claim. We have held that the “mere passage of time is not legally conclusive proof against retaliation.” Robinson v. S.E. Pa. Transp. Authority, 982 F.2d 892, 894-95 (3d Cir.1993) (<HOLDING>). The issue remains whether a reasonable jury Options: A. holding that interference and retaliation are two separate theories that can be advanced under the fmla and that termination is evidence of retaliation B. holding that the indictment was sufficient to satisfy the continuity requirement since it alleged that the defendants conduct occurred over a period of eight years C. holding that discrimination and retaliation claims are considered distinct types of claims that must be raised independently if the retaliation occurred prior to the filing of the administrative charge D. holding that alleged whistleblowing action that took place five years before the plaintiffs termination was not close enough in time to support a claim of retaliation E. holding that the evidence was sufficient to demonstrate retaliation for activities that occurred two years prior to the termination

assistant: The best answer is E. holding that the evidence was sufficient to demonstrate retaliation for activities that occurred two years prior to the termination
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: Immediately when all conditions set forth in Section II.C have been fully satisfied, Company will sell 4,000,000 Shares to Investor by issuing and delivering the Shares to a DTC account designated by Investor, and Investor will purchase the Shares by payment to Company of $2,000,000.00 in cash, by wire transfer of immediately available funds to an account designated by Company.

assistant: Closings
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 not market, attempt to sell or sell or permit or justify any sales or attempted sales of any Timeshare Interests except in compliance with the applicable Timeshare Act and all applicable Legal Requirements in each other jurisdiction where marketing, sales or solicitation activities occur in a manner that Borrower’s failure to so comply would not be reasonably expected to result in a Material Adverse Change.

assistant: Sales
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 Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action to authorize (i) the borrowings on the terms and conditions of the Loan Documents and Transaction Documents to which such Person is a party, (ii) the execution, delivery and performance of this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and (iii) the remittance of payments in the applicable currency of all amounts payable hereunder and thereunder.

assistant: Authorizations
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 Joinder may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Joinder shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Joinder by facsimile or other electronic imaging means (e.g. "pdf" or "tif") shall be effective as delivery of a manually executed counterpart of this Joinder.

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 the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the Company shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s Qualified Beneficiaries shall be those set forth in Section 6(a) and 6(c) regarding severance compensation.

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 legal provision and list the applicable contract clause categories. Provision: The Borrower agrees to, and shall cause the Subsidiary Guarantors to, execute and deliver such other Security Documents (including, without limitation, Foreign Subsidiary Pledge Agreements for each Material First-Tier Foreign Subsidiary) and, to the extent required by the Loan Documents, make, execute and deliver all such additional and further acts, things, deeds, instruments and documents as the Administrative Agent may reasonably require for the purposes of implementing or effectuating the provisions of this Amendment and the other Loan Documents.

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 legal provision and list the applicable contract clause categories. Provision: No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

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: ” Edelman v. Jordan, 415 U.S. 651, 673, 94 S.Ct. 1347, 39 L.Ed.2d 662 (1974) (citation omitted); cf. College Sav. Bank v. Florida Prepaid Postsecondary Educ. Expense Bd., — U.S. —, — - — & n. 2, 119 S.Ct. 2219, 2226-28 & n. 2, — L.Ed.2d — (1999) (overturning the constructive or implied waiver principle set out in Parden v. Terminal Ry. of Ala. Docks Dep’t, 377 U.S. 184, 84 S.Ct. 1207, 12 L.Ed.2d 233 (1964)). 1. We be Constitution. Accordingly, KSU has not waived its immunity by th 2d — (1999); see Gardner v. New Jersey, 329 U.S. 565, 574, 67 S.Ct. 467, 91 L.Ed. 504 (1947) (“When the State becomes the actor and files a claim against the [bankruptcy] fund, it waives any immunity which it otherwise might have had respecting the adjudication of the claim.”); Straight, 143 F.3d at 1389-90 (<HOLDING>); Dekalb County Div. of Family & Children Options: A. holding that state could not assert sovereign immunity defense where the state had waived immunity in state court and agreed to remove suit to federal court B. recognizing that immunity may be waived C. holding that a claim that sovereign immunity has been waived is itself waived if not argued on appeal D. holding that state defendant waived eleventh amendment immunity to a federal claim by removing to federal court E. holding that state waived its immunity by filing proofs of claim

assistant: The best answer is E. holding that state waived its immunity by filing proofs of claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party will bear its own costs and expenses in connection with this Agreement; provided that conditioned upon the Closing: (i) the Company will reimburse the Purchasers for their reasonable outside legal fees incurred in connection with this Agreement and the transactions contemplated hereby in an amount not to exceed $75,000 in the aggregate, and (ii) the Company shall reimburse the Purchasers for reasonable financing related fees and expenses incurred in connection with the Purchasers’ funding of the Purchase Price in an amount not to exceed $50,000 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: This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the State of New York. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

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 case excerpt and choose the best holding from the options. Case excerpt: advertising regarding the digestive benefits of “Align,” a daily food supplement. Plaintiff alleged that although Procter & Gamble promoted the “clinically proven” digestive benefits of “Align,” in fact, there was no clinical data showing that Align improved digestion. The Rikos court held that the plaintiff had alleged “injury in fact” in the form of economic injury: “Plaintiff purchased Align in reliance on P & G’s claims that the product provides defined health benefits, when these advertisements were allegedly false and deceptive.... Accordingly, Plaintiff maintains that [his] purchase of the product is the economic harm, because it was not provided as advertised.” Id. at 530, at *5. See also In re Celexa and Lexapro Mktg. and Sales Practices Litig., 751 F.Supp.2d 277 (D.Mass.2010) (<HOLDING>). Defendants’ reliance on “no-injury” products Options: A. holding that the plaintiff sufficiently alleged injuryinfact where he alleged that the product an antidepression drug was unsatisfactory because it was inappropriate and not efficacious for his son B. holding that the plaintiff had sufficiently alleged injuryinfact based on impact to sites that the plaintiff had visited in the past and planned to revisit each year in the future C. holding that police chiefs son who alleged that he was denied an interview for a position because his father had criticized the local officials did not have standing to assert the first amendment rights of his father D. holding that evidence of prior drug sales was sufficiently similar to the crimes charged to be probative of the fact that the defendant was not merely an innocent driver who was involved in the drug transaction by accident E. holding that the plaintiff alleged sufficient facts in his complaint to state a claim for wrongful discharge where he alleged he was discharged due to his political affiliation and activities

assistant: The best answer is A. holding that the plaintiff sufficiently alleged injuryinfact where he alleged that the product an antidepression drug was unsatisfactory because it was inappropriate and not efficacious for his son
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: (Thompson. J.) (“The court must carefully weigh several competing interests, including the interest in finality, the interest in conservation of judicial resources, the interest in adjudication on the merits, and the interest that justice be done.”) (citations omitted). It was now time that this case went to trial. To be sure, state immunity (state-agent immunity and discretionary-function immunity) is not abrogated for negligent or wanton behavior. Ex parte Randall, 971 So.2d 652, 664 (Ala.2007) (“[P]oor judgment or wanton misconduct, an aggravated form of negligence, does not rise to the level of willfulness and maliciousness necessary to put the State agent beyond the immunity recognized in [earlier case law].”) (citing Giambrone v. Douglas, 874 So.2d 1046, 1057 (Ala.2003) (<HOLDING>)); Hinson v. Holt, 776 So.2d 804, 811 Options: A. holding that a state agent was entitled to immunity notwithstanding the fact that there was sufficient evidence for a jury to return a verdict for malicious prosecution because malice for purposes of malicious prosecution can be based upon a lack of probable cause but such malice in law is not enough to satisfy the ex parte cranman exception for acts committed willfully maliciously fraudulently in bad faith beyond his or her authority or under a mistaken interpretation of the law B. holding that a bad faith claim is a tort C. holding that for a defendant to recoup attorneys fees under 706k of title vii a court must find that the plaintiff litigated his or her claim beyond the point where it became frivolous unreasonable or groundless or where plaintiff acted in bad faith D. holding that stateagent immunity is not abrogated for negligent and wanton behavior instead immunity is withheld only upon a showing that the state agent acted willfully maliciously fraudulently in bad faith or beyond his or her authority E. holding that awarding fees under 35a is inappro priate absent an explicit finding that the losing party acted willfully or in bad faith

assistant: The best answer is D. holding that stateagent immunity is not abrogated for negligent and wanton behavior instead immunity is withheld only upon a showing that the state agent acted willfully maliciously fraudulently in bad faith or beyond his or her authority