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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: vacancy caused by Balderas’s withdrawal, no similar vacancy existed for the Republican Party. {15} Reviewing our precedent, we conclude there is ample support for the Secretary of State’s position. See Skeen v. Hooper, 631 F.2d 707, 709, 711 (10th Cir.1980) (relying on the federal district court’s decision that, under Section l-8-8(A), a vacancy does not exist on the general election ballot unless the party ran a candidate in the primary election; also noting that a compelling state interest was served by ensuring “elections in New Mexico are conducted in a fair, honest and orderly fashion, unaccompanied by chaos, even when officials are confronted by a sudden change in events”); State ex rel. Van Schoyck v. Bd. of County Comm’rs, 46 N.M. 472, 475, 481-82, 131 P.2d 278, 280, 284 (1942) (<HOLDING>); N.M. Att’y Gen. Op. 80-31 (1980) (stating Options: A. recognizing that in any criminal trial the credibility of the prosecutions witnesses is central B. holding under previous version of section 188 that unless a candidate is nominated in the primary election there is no vacancy for the central committee to fill C. holding that federal election laws prohibiting corporations and unions from using general treasury funds to make independent expenditures for speech defined as electioneering communication or for speech expressly advocating the election or defeat of a candidate is unconstitutional suppression of political speech D. holding where there is no duty to defend there is no duty to indemnify E. holding that substantial evidence supports an adverse credibility determination when there is an inconsistency concerning events central to his version of why he was persecuted and fled iran

assistant: The best answer is B. holding under previous version of section 188 that unless a candidate is nominated in the primary election there is no vacancy for the central committee to fill
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 9.04(c) without regard to the existence of any participation.

assistant: Participations
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: Notwithstanding anything herein to the contrary, and for the mutual consideration set forth herein, the following provisions set forth in your Employment Agreement shall continue in full force and effect during your employment and for the post-employment periods as set forth therein: Section 8(c) (Non-Solicit), Section 9 (Non-Disparagement), Section 10 (Confidentiality), Section 11 (Clawback), Section 12 (Indemnification and Insurance), and Section 13 (Tax Delay in Payment). Further, notwithstanding anything herein to the contrary, (i) the Indemnification Agreement between you and the Company, dated January 27, 2014 shall be assumed under the Plan and continue in full force and effect pursuant to its terms and conditions and (ii) the Company shall maintain a level of D&O insurance coverage for you comparable to that which is in place for other officers of the Company. Any claims against the Company on account of such obligations shall be general unsecured claims payable in the ordinary course of business.

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: In the event either party requires the services of an attorney in connection with enforcing the terms of this Lease, or in the event suit is brought for the recovery of Base Rent, Additional Rent or any other sums payable under this Lease or for the breach of any covenant or condition of this Lease, or for the restitution of the Premises to Landlord or the eviction of Tenant during the Lease Term or after the expiration or earlier termination of this Lease, the prevailing party shall be entitled to a reasonable sum for attorney’s and paralegal’s fees, expenses and court costs, including those relating to any appeal. Tenant shall also reimburse Landlord for all costs incurred by Landlord in connection with enforcing its rights under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended, including without limitation, legal fees, experts’ fees and expenses, court costs and consulting fees. The prevailing party shall be determined under Civil Code section 1717(b)(1) or any successor statute.

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: The authorized capital stock of the Company consists of (3) 10,000,000 shares of preferred stock, par value $.0001 per share (“ Preferred Stock ”), and (4) 100,000,000 shares of Common Stock. As of the close of business on February 27, 2017, there were a. 24,387,793 shares of Common Stock outstanding, b. 0 shares of Series A Preferred Stock and 15,588 shares of Series B Preferred Stock outstanding, c. 15,307,682 shares reserved for issuance upon the exercise of outstanding warrants, and (iv) 10,000,000 shares reserved for issuance under the Company Stock Plan. Except as set forth in this Section 3.2 , there are no outstanding: (i) options, warrants or other rights to subscribe for, purchase or acquire from the Company any Common Stock or other equity interests in the Company (“ Equity Interests ”); (ii) securities of the Company convertible into or exchangeable or exercisable for Equity Interests, voting debt or other voting securities of the Company; and (iii) options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Company is a party or by which it is bound in any case obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any voting debt or other voting securities of the Company, or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: a person can establish standing “without meeting all the normal standards for redressability and immediacy.” 504 U.S. 555, 573 n. 7, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992). As an initial matter, in the very next footnote the Court dismissed any notion that the “special” nature of procedural rights disregard ed any causation requirement, see 504 U.S. at 573 n. 8, 112 S.Ct. 2130 (“If we understand [the dissent] correctly, it means that the Government’s violation of a certain (undescribed) class of procedural duty satisfies the concrete-injury requirement by itself, without any showing that the procedural violation endangers a concrete interest of the plaintiff.... We cannot agree.”), and thus plaintiffs’ failure to establish causation remains fatal. See Ctr. for Law, 396 F.3d at 1157 (<HOLDING>). Furthermore, the D.C. Circuit has rejected Options: A. holding that a plaintiffs claim of injury stemming from alleged procedural harm is insufficient to ground standing where the harm is uncoupled from any injury in fact or tied only to an undifferentiated injury common to all members of the public B. holding that to have standing a plaintiff must establish an injury in fact a casual connection between the injury and that the injury will be redressed by a favorable decision C. holding that because fact of injury was a distinct question from quantum of injury common proof could establish classwide injury even though amount of damage to each plaintiff was uncertain D. holding that use of tangible property must be proximate cause of injury and that property does not cause injury if it does no more than furnish the condition that makes the injury possible E. holding that allegation of procedural injury does not affect the issues of injury in fact or causation

assistant: The best answer is E. holding that allegation of procedural injury does not affect the issues of injury in fact or causation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to ‘afford!] insurers some financial protection’ from unwarranted claims.” Ladouceur v. Hanover Insurance Co., 682 A.2d 467, 470 (R.I.1996) (quoting Arnica Mutual Insurance Co. v. Streicker, 583 A.2d 550, 553 (R.I.1990)). Pursuant to § 27-7-2.1(e), an insured claimant can recover for property damage under the UIM coverage provisions in the policy when the claimant has provided the UIM insurer with “the name, address, and other means of identification to establish that the at-fault operator is without insurance.” In imposing such a limitation, the Legislature has determined that an insured may not recover under a UIM property-damage claim involving a hit-or-run driver unless the insured provides the UIM insurer with the identity of the tort-feasor. See also Ladouceur, 682 A.2d at 469 (<HOLDING>). Although such a requirement makes it more Options: A. holding that 27721 contains a requirement that the insured prove that an alleged third party tortfeasor is in fact an owner or operator of an uninsured underinsured or hit and run motor vehicle as a condition precedent to the recovery of uim benefits B. holding that language requiring insurer to pay all sums which the insured shall be legally entitled to recover as damages from the owner or operator of an uninsured automobile includes recovery of exemplary damages under uninsured motorist provision of policy C. holding that recovery from the tortfeasors insurer is a condition precedent to a claim for uim benefits D. holding that a hit and run or unknown driver is deemed to be uninsured for purposes of the uninsured motorist statute E. holding that under the plain and obvious meaning of the uim statute a prerequisite to the term underinsured motor vehicle is the existence of bodily injury liability insurance coverage which is less than the liability for damages imposed by law and where no such coverage existed tortfeasor was not underinsured under the statute but rather uninsured concluding that terms underinsured and uninsured are mutually exclusive as applied to the same motor vehicle and the combination of these two coverages by the insured was contrary to legislative intent

assistant: The best answer is A. holding that 27721 contains a requirement that the insured prove that an alleged third party tortfeasor is in fact an owner or operator of an uninsured underinsured or hit and run motor vehicle as a condition precedent to the recovery of uim benefits
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 ALL OTHER AGREEMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as listed on Schedule 3.07 , there is no Action pending, or, to the knowledge of the Company, threatened, against the Company, or to the knowledge of the Company is there any basis for any such Action. There is no outstanding Governmental Order against the Company. Schedule 3.07 lists all Actions that the Company has pending or threatened against other Persons.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the other agreements and documents referred to herein are intended by the parties hereto as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by any party hereto or any of their respective Affiliates set forth herein or therein. This Agreement and the other agreements and documents referred to herein supersede all prior agreements and understandings between the parties hereto with respect to such subject matter.

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: of summary judgment, we will affirm the district court’s decision “when the • record shows that there is .no; genuine issue as to any material fact and that the moving party is .entitled to a judgment as a matter of law.” Id. (citation and internal quotation marks omitted), ¶ 8 On appeal, McCamey claims that the district court erred in determining that the 2013 charges were not barred by the statute of limitations. McCamey does not specifically address the district court’s determination that the claim was precluded' by section 78B-9-106(l)(c) of the PCRA, See Utah Code Ann. § 78B-9-106(1)(c) (Lexis-Nexis 2012). The district court stated, that in an October 2014 letter that was attached to the petition, “McCamey brought his concern regarding the statute of limitations defense pp.1998) (<HOLDING>). ■ ¶ 10. The district court next ■ addressed Options: A. holding that a defendant must have knowledge of the likely consequences of entering the guilty plea in order for a plea to be voluntary and knowing B. holding that time limits in title vii are not jurisdictional but are instead like statutes of limitations C. holding that a guilty plea must be both knowing and voluntary and must be a voluntary and intelligent choice among the alternative courses of action available to a defendant D. holding statute of limitations is not jurisdictional and can be waived by a voluntary plea of guilty E. holding that criminal statutes of limitations are not jurisdictional but are a bar to prosecution which can be waived by a knowing and voluntary guilty plea

assistant: The best answer is E. holding that criminal statutes of limitations are not jurisdictional but are a bar to prosecution which can be waived by a knowing and voluntary guilty plea
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: even if he were to prevail on the merits, it is far from clear to us that he would be entitled to withdraw only one portion of his plea. A plea agreement is a bargain, and generally, a defendant is not entitled to change only one part of that bargain. See State v. Turley, 149 Wn.2d 395, 400, 69 P.3d 338 (2003) (recognizing that, generally, a plea agreement is a package deal). The arguments before us have been couched in terms of whether the trial court erred in accepting the plea, not in terms of whether Easterlin should be allowed to withdraw some portion of his plea. Our disposition makes it unnecessary for us to resolve these perplexities. 2 We recognize that this was not so clear at the time Easterlin filed his appeal. See State v. Holt, 119 Wn. App. 712, 728, 82 P.3d 688 (2004) (<HOLDING>) (citing State v. Eastmond, 129 Wn.2d 497, 503, Options: A. holding the connection is an element B. holding that an antitrust injury is a necessary element of a 2 claim C. holding that failure to instruct on an essential element was harmless error because the element was so clearly established D. holding that reasonable reliance is not an element of the defense E. holding that some federal connection to the misconduct is required

assistant: The best answer is A. holding the connection is an element
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 may be necessary to ensure that they do so. (Affidavit of Bernard H. Oxman, ¶ 21). However, that UNCLOS constitutes customary international law does not end the inquiry for us. An individual defendant is afforded standing to assert rights under an international treaty only if the treaty is self-executing, see infra, and we do not believe that under the law in this Circuit customary international law can be regarded as self-executing. A “violation of international common law, which obviously could not be self-executing in the sense that a treaty might be, would not affect the legality or constitutionality of the Coast Guard’s actions and would not affect the court’s jurisdiction.” U.S. v. Williams, 617 F.2d 1063, 1090 (5th Cir.1980), citing U.S. v. Postal, 589 F.2d 862 (5th Cir.1979) (<HOLDING>). While the Defendant does attempt to Options: A. 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 B. holding inter alia that a united states court retains jurisdiction over persons arrested on a foreign ship beyond the us navigable waters when said arrest violates a treaty to which the united states and the foreign country are parties C. holding that foreign states are not persons entitled to rights under the due process clause D. holding that the commandant of the united states disciplinary barracks and the united states are identical parties E. holding that the land under navigable waters was not granted by the constitution to the united states but was reserved to the states respectively and that new states have the same rights jurisdiction and sovereignty over the soil under navigable water as the original states

assistant: The best answer is B. holding inter alia that a united states court retains jurisdiction over persons arrested on a foreign ship beyond the us navigable waters when said arrest violates a treaty to which the united states and the foreign country are parties
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: Deed of Trust and therefore whose rights under these instruments are affected by the filing of the Debtor’s Chapter 13 petition. 6 . In fact, Schedule D identifies an entity called “Homeq Servicing.” As already noted in Finding of Fact No. 6, this is the same entity as Barclays. 7 . The Court concurs that the Debtor’s obligation is to the Morgans under the Second Lien Note because the Debtor never signed the First Lien Note and therefore is not liable to Wells Fargo. Although the Court agrees with the Debtor on this particular point, the Court nevertheless rejects the Debtor’s arguments as to why the stay should be kept in place so that foreclosure on the Property continues to be enjoined. 8 . See also Howell v. Murray Mortg. Co., 890 S.W.2d 78, 87 (Tex.App.—Amarillo 1994, writ denied)(<HOLDING>); Home Sav. of America, F.A. v. South Green Options: A. recognizing the test set forth in strickland as clearly established law for aedpa purposes B. holding that plea in bar may be based only on grounds set forth in statute C. holding that the 1996 personal restraint petition of an individual committed in 1980 pursuant to an insanity plea was procedurally barred because it was filed after the oneyear time bar set forth in rcw 1073090 and because the grounds for relief did not fall within the exceptions to the limitation period D. holding that it is generally sufficient that an indictment set forth the offense in the words of the statute itself E. holding clause was not an undue restraint on alienation for the reasons set forth in sonny arnold

assistant: The best answer is E. holding clause was not an undue restraint on alienation for the reasons set forth in sonny arnold
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $5,000,000 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“ DVP ”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the 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 case excerpt and choose the best holding from the options. Case excerpt: became illegal. His brief is equivocal on this point, and at oral argument, his counsel suggested that it might have become illegal after the license checks were completed at 8:49 a.m., after the criminal history checks were completed at 9:05 a.m., or after the vehicle’s registration was confirmed at 9:10 a.m. Because Pack did not clearly present arguments in favor of one time over any of the others, we will presume he asserts that his detention became illegal at 9:10 a.m., after the last of Worley's computer checks was completed. See Sanders v. Unum Life Ins. Co. of Am., 553 F.3d 922, 926 (5th Cir.2008) (" ‘A party waives an issue if he fails to adequately brief it' on appeal.”) (quoting Audler v. CBC Innovis Inc., 519 F.3d 239, 255 (5th Cir. 2008)). Cf. Brigham, 382 F.3d at 508 (<HOLDING>). 7 . Probable cause exists where the facts and Options: A. holding that although officers observation and stop of the defendants vehicle occurred outside of the officers geographical jurisdiction the officer still had jurisdiction where the officer was requested by a state trooper to stop the suspects vehicle B. holding that an officer may run computer checks as part of his investigation of the circumstances that originally caused him to stop a vehicle C. holding that an officer may order a passenger out of a vehicle during a stop for a traffic infraction D. holding that it is permissible for an officer to order the occupants out of a vehicle during a lawful stop E. holding that a conclusion that reasonable suspicion supported the stop of a vehicle was subsumed within the trial courts ruling that the officer had probable cause for the stop

assistant: The best answer is B. holding that an officer may run computer checks as part of his investigation of the circumstances that originally caused him to stop a vehicle
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: uber may give notice by means of a general notice on the services , electronic mail to your email address in your account , or by written communication sent to your address as set forth in your account .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: monitor their users’ activities on their servers. But, the Circuits that have addressed the question uniformly reject the government agent theorem. See United States v. Cameron, 699 F.3d 621, 638 (1st Cir. 2012) (“[I]f Yahoo! chose to implement a policy of searching for child pornography, it presumably did so for its own interests.”); United States v. Stevenson, 727 F.3d 826, 831 (8th Cir. 2013) (“AOL’s decision on its own initiative to ferret out child pornography does not convert the company into an agent or instrument of the government for Fourth Amendment purposes.... AOL’s voluntary efforts to achieve a goal that it shares with law enforcement do not, by themselves, transform the company into a government agent.”); United States v. Richardson, 607 F.3d 357, 366 (4th Cir. 2010) (<HOLDING>). But defendant argues that Sony acted as a Options: A. holding that absent consent or exigent circumstances law enforcement officers cannot legally search for the subject of an arrest warrant in the home of a third party without first obtaining a search warrant B. holding that the sca violates the fourth amendment to the extent that it allows government agents to obtain the contents of emails without a warrant C. holding that aols scanning of email communications for child pornography did not trigger the fourth amendments warrant requirement because no law enforcement officer or agency asked the provider to search or scan the defendants emails D. holding that an arrest warrant without a search warrant does not permit law enforcement authorities to enter a third partys home to legally search for the subject of the arrest warrant E. holding that in the absence of consent or exigent circumstances a law enforcement officer must procure a search warrant before searehing for the subject of an arrest warrant in the home of a third party

assistant: The best answer is C. holding that aols scanning of email communications for child pornography did not trigger the fourth amendments warrant requirement because no law enforcement officer or agency asked the provider to search or scan the defendants emails
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and delivery of this Agreement and the other Transaction Documents to which it is a party, the performance of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in any breach of its organizational documents or any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Custodian is a party or by which it or any of its property is bound.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the supervision of the Board, all rights and powers to manage and control the day-to-day business and affairs of the Company and its Subsidiaries shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company and its Subsidiaries to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the Charter.

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: Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local, and foreign taxes that are required to be withheld by applicable laws or regulations. All cash amounts required to be paid hereunder shall be paid in United States dollars. Except as otherwise specifically provided herein, the Executive shall be responsible for all federal, state and local taxes on all compensation and benefits provided hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that all governmental and third party approvals necessary in connection with this Agreement and the continuing operations of the Parent and its Subsidiaries have been obtained and remains in full force and effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to plead generally at the outset and amend the complaint at the 12(b)(6) stage after discovery would be at odds with the FCA’s procedures for filing a qui tam action and its protections for the government (which is, of course, the real party in interest in a qui tam action). Other courts have repeatedly refused to allow qui tam relators to rely on later discovery to comply with Rule 9(b)’s pleading requirements. See, e.g., Clausen, 290 F.3d at 1313 n. 24. (noting that allowing a plaintiff “to learn the complaint’s bare essentials through discovery ... may needlessly harm a defendants] goodwill and reputation by bringing a suit that is, at best, missing some of its core underpinnings, and, at worst, [contains] baseless allegations used to extract settlements”); Russell, 193 F.3d at 308 (<HOLDING>). The reluctance of courts to permit qui tam Options: A. holding a qui tam relator may not present general allegations in lieu of the details of actual false claims in the hope that such details will emerge through subsequent discovery B. holding that a special relaxing of rule 9b is a qui tam plaintiffs ticket to the discovery process that the statute itself does not contemplate C. holding that a discovery exception to a statute of limitation applies only to the discovery of facts not discovery of the law D. holding that plaintiff could not maintain a qui tam fca action against a municipal entity E. holding that rule 9b applies to fca

assistant: The best answer is B. holding that a special relaxing of rule 9b is a qui tam plaintiffs ticket to the discovery process that the statute itself does not contemplate
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 continuance of any Event of Default, Administrative Agent may, and, at the request of the Required Lenders, shall, in each case by notice to Borrowers and in addition to any other right or remedy provided under any Loan Document or by any applicable Requirement of Law, do each of the following: (a) declare all or any portion of the Revolving Credit Commitments terminated, whereupon the Revolving Credit Commitments shall immediately be reduced by such portion or, in the case of a termination in whole, shall terminate together with any obligation any Lender may have hereunder to make any Loan and any L/C Issuer may have hereunder to Issue any Letter of Credit, and (b) declare immediately due and payable all or part of any Obligation (including any accrued but unpaid interest thereon and the Termination Fee), whereupon the same shall become immediately due and payable, without presentment, demand, protest or further notice or other requirements of any kind, all of which are hereby expressly waived by the Loan Parties (and, to the extent provided in any other Loan Document, other Loan Parties); provided , however , that, effective immediately upon the occurrence of any of the Events of Default specified in Section 9.1(g) or (h) (x) the commitments of each Lender to make Loans and the commitment of each L/C Issuer to Issue Letters of Credit shall automatically be terminated and (y) each Obligation (including in each case any accrued all accrued but unpaid interest thereon) shall each automatically become and be due and payable, without presentment, demand, protest or further notice or other requirement of any kind, all of which are hereby expressly waived by the Loan Parties (and, to the extent provided in any other Loan Document, any other Loan Party).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each of its subsidiaries, including the Significant Subsidiary, will use commercially reasonable efforts to maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company and each of its subsidiaries, including the Significant Subsidiary, shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and authorizations would not reasonably be expected to result in a Material Adverse Change.

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 legal provision and list the applicable contract clause categories. Provision: All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guarantee and Collateral Agreement or, if not defined therein, in the Loan Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1.4 of the Loan Agreement, which rules of construction are incorporated herein by this reference, mutatis mutandis .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and its Subsidiaries and each other Person for whose taxes the Borrower or any of its Subsidiaries could become liable have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are anticipated.

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: Interest shall be payable monthly, in advance, on the first day of each month and on the Maturity Date. All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, at or before 11:00 a.m. Pacific Time on the date when due. Payments received after 11:00 a.m. Pacific Time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. Each payment made by Borrowers under a Loan Document is in addition to any payment or distribution to which Lender may be entitled or may receive pursuant to Borrowers’ Organization Documents, and nothing in any Loan Document shall be construed as limiting, reducing or in any way diminishing any payment or distribution to which Lender may be entitled or may receive under or with respect to such Borrowers’ Organization Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: “[t]he existence of a ‘public interest in having the legality of the practices settled ... militates against a mootness conclusion.’ ” Id. at 1517 (quoting United States v. W.T. Grant Co., 345 U.S. 629, 632, 73 S.Ct. 894, 897, 97 L.Ed. 1303 (1953)). This action is one of those extraordinary cases in which the complained of activity may be repeated and yet evade review. First, the cooperative agreements challenged in this action were of only one year’s duration. It is difficult to obtain judicial review during the duration of a one-year agreement. Second, we find that the Conservation Fund has met its burden of showing a sufficient likelihood that there will continue to be injurious actions relating to the official sanctioning of closed-season hunting. See Olagues, 797 F.2d at 1516 (<HOLDING>). See generally, Sample v. Johnson, 771 F.2d Options: A. holding state of the law must be determined at time of challenged action B. holding that a sentencing decision will be affirmed if challenged factor is permissible and other factors are not challenged C. holding that the burden is on the defendant when the validity of the warrant is challenged D. holding that voluntary cessation of the challenged activity is insufficient to render a case moot if the legality of the challenged practices is still disputed because the official is free to return to his old ways quoting wt grant co 345 us at 362 73 sct at 897 E. holding that a physical or theoretical possibility that the government actor would repeat challenged actions is insufficient to demonstrate that the challenged action is capable of repetition

assistant: The best answer is D. holding that voluntary cessation of the challenged activity is insufficient to render a case moot if the legality of the challenged practices is still disputed because the official is free to return to his old ways quoting wt grant co 345 us at 362 73 sct at 897
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 provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: affidavit is not the affidavit of the witness with personal knowledge of the events described in the affidavit; rather, it is the hearsay testimony of Williams’s trial counsel about a witness who is Williams’s brother and was presumably available to execute an affidavit based upon personal knowledge, not hearsay. At best, this hearsay “evidence” referenced in trial counsel’s affidavit might be useful for impeaching the defense’s own witness (which carries with it a host of other issues), but it is clearly not substantive evidence warranting a new trial. State v. Westcott, 857 S.W.2d 393, 398 (Mo.App.W.D.1993) (“[Af-fiant’s] testimony is hearsay, useful perhaps for impeach[ment] ..., but not as substantive evidence.”). See also State v. Gatewood, 965 S.W.2d 852, 859 (Mo.App.W.D.1998) (<HOLDING>). Second, the affidavit does not indicate that Options: A. holding that an order granting a new trial in a civil action is appealable B. holding impeachment evidence falls within the brady rule C. holding that superior court erred in reversing trial courts order granting new trial and remanding for a new trial limited to apportionment of damages D. holding evidence insufficient to support finding of implied contract E. holding an affidavit containing impeachment evidence is insufficient to support the granting of a new trial

assistant: The best answer is E. holding an affidavit containing impeachment evidence is insufficient to support the granting of a new trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not copyrightable. See 17 U.S.C. § 102(b) (providing that no copyright protection for an original work of authorship extends to any “idea, procedure, process, system, method of operation, concept, principle, or discovery, regardless of the form in which it is described, explained, illustrated, or embodied in such work”). However, even ignoring these erroneously identified acts of selection, coordination, or arrangement, BAPCO’s other acts of selection and arrangement in compiling the 198k Yellow Pages were sufficient originality to merit copyright protection under Feist. A Selection of Classified Headings The clearest example of BAPCO’s original selection is its choice of the classified headings that would be included in the 1984 Yellow Pages. Accord Key Publications, 945 F.2d at 514 (<HOLDING>). BAPCO selected the approximate 7,000 Options: A. holding that the outcome of the case could have been different if the trial court had imposed the appropriate burden B. holding that a publishers selection of 260 different categories even if including particular categories that have been used in other directories involved sufficient creativity to contribute to the overall originality of a classified directory C. recognizing copyrightability of specialty directory but concluding no infringement by smaller competing publication that utilized significantly different principles of listing selection D. holding that even in separate trial other crimes evidence would not have been admissible and identification testimony would have been admissible E. holding that the term individual in the torture victim protection act meant natural person but reiterating that courts should respect congress decision to use different terms to describe different categories of people or things citation omitted

assistant: The best answer is B. holding that a publishers selection of 260 different categories even if including particular categories that have been used in other directories involved sufficient creativity to contribute to the overall originality of a classified directory
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3( l ) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect . Any real property and facilities held under lease by the Company and any of its Subsidiaries , to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

assistant: Titles