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: Executive agrees that at all times following the termination of his employment, Executive will cooperate in all reasonable respects (after taking into account his personal and professional schedule) with the Company and its Affiliates in connection with any and all existing or future litigation, actions or proceedings arising with respect to the period of Executive’s employment with the Company (whether civil, criminal, administrative, regulatory or otherwise) brought by or against the Company or any of its Affiliates, to the extent the Company reasonably deems Executive’s cooperation necessary, provided that the Company shall use reasonable efforts to limit Executive’s need to travel in connection with providing such cooperation. Executive shall be reimbursed for all reasonable out-of-pocket expenses incurred by Executive as a result of such cooperation. With respect to any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or otherwise) brought against Executive in connection with his employment by the Company, the Company will honor, and proceed in accordance with, its bylaws as in effect from time to time and any indemnification agreement, plan or policy in effect and applicable to Executive as of the date of his termination of employment with the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so could not reasonably be expected to result in a Material Adverse Effect. The Borrower will, and will cause each of its Subsidiaries to, maintain insurance coverage by such insurers and in such forms and amounts and against such risks as are generally consistent with the insurance coverage maintained by the Borrower and its Subsidiaries as of the Restatement Effective Date, or are of such types and amounts as are customarily carried by Persons engaged in the same or similar business as the Borrower and its Subsidiaries.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you agree to pay the host , or airbnb determines in its sole discretion that you are responsible for the damage claim , airbnb payments will collect any such sums from you and/or against the security deposit ( if applicable ) required to cover the damage claim pursuant to the payments terms .

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: 355 U.S. 484, 486, 78 S.Ct. 483, 2 L.Ed.2d 436 (1958): A state or locality may also constitutionally tax private lessees of tax exempt property (including property that is owned by the government) which is used in a business conducted for profit, even if the leasehold interest is calculated for purpose of the tax by meas uring the full value of the property. See United States v. City of Detroit, 355 U.S. 466, 469-70, 78 S.Ct. 474, 2 L.Ed.2d 424 (1958) (“City of Detroit ”). A state or locality may also constitutionally tax compensation received by a federal employee, whether that tax falls on income received or on a private citizen’s interest in housing on federal property provided the citizen as part of his or her compensation. See Jefferson County, 527 U.S. 435-36, 119 S.Ct. at 2077 (<HOLDING>); United States v. County of Fresno, 429 U.S. Options: A. holding texas franchise tax constitutional B. holding constitutional an occupational tax on a federal district judges compensation C. holding that when the united states held a senior tax lien it was an indispensable party under the controlling federal tax law D. holding constitutional a tax on a private citizens interest in housing on government property received as part of the private citizens compensation E. holding that a state trial court judges failure to instruct on a lesser included offense is not a federal constitutional matter

assistant: The best answer is B. holding constitutional an occupational tax on a federal district judges compensation
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: Illinois principles of contract construction. See LaSalle Nat’l Bank v. Service Merchandise Co., 827 F.2d 74, 78 (7th Cir.1987). Under Illinois law, a plaintiff must establish the following elements to prevail on a breach of contract claim: (1) the existence of a valid and enforceable contract; (2) performance by the plaintiff; (3) breach by the defendant; and (4) injury to the plaintiff resulting from the breach. See South Central Bank and Trust Co. v. Citicorp Credit Services, Inc., 863 F.Supp. 635, 640 (N.D.Ill.1994). Where there is no provision to the contrary in the contract, the customs and usages of the trade are presumed to form a part of the contract. See Fifteenth Ave. Christian Church v. Moline Heating and Construction Co., 131 Ill.App.2d 766, 265 N.E.2d 405, 408 (1970) (<HOLDING>). B. Good Faith and Fair Dealing In Illinois, Options: A. holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur B. holding courts should interpret the contract using the references of the particular customs and usages of the trade of the parties to the contract C. holding that the arbitrator did not exceed his authority because it was necessary to interpret the contract to resolve the parties dispute D. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract E. holding that when a contract is unambiguous the court will enforce the plain meaning of the contract as the intention of the parties

assistant: The best answer is B. holding courts should interpret the contract using the references of the particular customs and usages of the trade of the parties to the contract
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 the application of such provision to any Person or circumstance will be held invalid, the remainder of this Agreement or the application of such provision to Persons or circumstances other than those to which it is held invalid will 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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and provisions set forth in this Agreement, during the Term of Employment, Executive shall be employed as the Chief Executive Officer and President of Parent and Company and in such other positions with Company and its Affiliates (for no additional compensation) as may be determined by the Board or its designee from time to time. Executive shall report in such capacity to the Parent’s Board of Directors. Executive shall also be an executive officer of Company and report to the Board. The Company agrees that Executive will be nominated to serve on the Board during his employment with the Company and Executive agrees to serve in this role with the understanding that he will submit his resignation from the Board if he ceases to be employed by the Company for any reason. Executive shall have the duties, responsibilities and authority normally associated with such position and such position and such other duties and responsibilities as are assigned by the Board or its designee from time to time. Executive agrees to be responsible for such duties as are commensurate with and required by such position and any other duties as may be assigned to Executive by Company from time to time. Executive further agrees to perform Executive’s duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use Executive’s best efforts to advance the business and goodwill of Company and its Affiliates. Executive further agrees to devote all of Executive’s business time, skill, energy and attention exclusively to the business of Company and to comply with all rules, regulations and procedures of Company. During the Term of Employment, Executive will not engage in any other business for Executive’s own account or accept any employment from any other business entity, or render any services, give any advice or serve in a consulting capacity, whether gratuitously or otherwise, to or for any other person, firm or corporation, other than as a volunteer for charitable organizations, without the prior written approval of Company, which shall not be unreasonably withheld. Executive’s duties shall be performed at Company’s offices in Chicago, Illinois with regular visits to Company’s offices in Pittsburgh, Pennsylvania, reasonable periods of other business travel excepted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During Executive’s employment with the Company and its subsidiaries and thereafter, Executive will not divulge, transmit or otherwise disclose (except as legally compelled by court order), directly or indirectly, any confidential knowledge or information with respect to the operations, finances, organization or employees of the Company or its affiliates or with respect to trade secret, intellectual property, confidential processes, services, techniques, customers or plans with respect to the Company and its affiliates, and Executive will not use, directly or indirectly, any confidential or trade secret information of the Company and its affiliates for the benefit of anyone other than the Company or its affiliates; provided , however , that Executive’s employment by a subsequent employer while Executive still has knowledge of any such confidential or trade secret information shall not constitute a breach of this provision so long as Executive does not disclose the same to any third party. All new processes, techniques, know-how, inventions, plans, products, patents and devices developed, made or invented by Executive, alone or with others, while an employee of the Company and its subsidiaries that are related to the business of the Company or its affiliates shall be and become the sole property of the Company, and Executive hereby assigns any and all rights therein or thereto to the Company. All files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company and its affiliates, whether prepared by Executive or otherwise coming into his possession in the course of the performance of his services, shall be the exclusive property of the Company and shall be delivered to the Company and not retained by Executive (including, without limitation, any copies thereof) upon termination of employment for any reason whatsoever.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 64 L.Ed.2d 702 (1980); 13A Charles Alan Wright et al., Federal Practice and Procedure § 3533.2 & n. 31 (1984 & 2003 Supp.) (“Partial relief in another action, on the other hand, does not moot an action seeking additional relief.”). Id. at 745. Even assuming C. Line is correct that it was not afforded “complete” relief by the Iowa Court of Appeals decision due to Defendants’ continued refusal to issue a paper adult entertainment license, the Court nonetheless finds C. Line’s enforcement request moot. As C. Line acknowledges, the Iowa Supreme Court held on July 27, 2012, that all municipal ordinances regulating live nude dancing are null and void because they are expressly preempted by Iowa Code § 728.11. See Mall Real Estate L.L.C. v. City of Hamburg, 818 N.W.2d 190, 195-97 (Iowa 2012) (<HOLDING>). Thus, the question of whether Defendants must Options: A. holding that chapter 504 waives the governmental immunity of political subdivisions for retaliatory discharge claims under chapter 451 B. holding that chapter three of agricultural code 3 pacs 311318 authorizes attorney general to bring preenforcement action to invalidate or enjoin enforcement of local ordinance even if ordinance existed on chapter threes effective date C. holding that these exceptions apply in any event only to the states and not to local governments D. holding that definition in iowa code chapter 321 1995 was expressly confined to that chapter and did not apply to iowa code section 36412 1995 E. holding that iowa code chapter 728 applies to live nude dancing and that 72811 restricts governmental subdivisions from enacting any local ordinance regulating conduct covered in chapter 728 and noting that the plain language of section 72811 also creates an exception for a local governments zoning authority not for its licensing or permitting authority emphasis added

assistant: The best answer is E. holding that iowa code chapter 728 applies to live nude dancing and that 72811 restricts governmental subdivisions from enacting any local ordinance regulating conduct covered in chapter 728 and noting that the plain language of section 72811 also creates an exception for a local governments zoning authority not for its licensing or permitting authority emphasis added
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Inc., No. 08 Civ. 5653(PAC), 2011 WL 3874821 (S.D.N.Y. Aug. 16, 2011) ("NJ v. DLJ"); NJ Carpenters, 272 F.R.D. 160 (finding Rule 23(a) requirements were met, but not Rule 23(b)(3) requirements). 59 . DI 294, at 30-33. 60 . Pub. Emps.' Ret. Sys. v. Merrill Lynch & Co. Inc., 714 F.Supp.2d 475, 484 (S.D.N.Y.2010) (stating Section 12(a)(2) standing is limited to “persons who have directly purchased the securities from underwriting defendants in the subject public offering(s), and not in the secondary market”); In re Sterling Foster & Co., Inc., Sec. Litig., 222 F.Supp.2d 216, 244 (E.D.N.Y.2002) ("[P]urchasers in private or secondary market offerings are precluded from bringing actions under Section 12(a)(2).”). 61 . DI 294, at 30; DI 300, at 17. 62 . See IndyMac I, 718 F.Supp.2d at 513 (<HOLDING>). 63 . This of course means that it does not Options: A. holding that a party waived the claims she failed to pursue in her merit brief B. holding that because 544b1 provides only the power of avoidance it does not confer authority on the trustee to pursue state law damage claims but that the trustee could pursue such claims under 544a1 or 2 if the claims could have been asserted by the debtor corporation C. holding pinter analysis to apply to claims arising under 12a2 D. holding that a trustee had no standing to pursue claims of fraud against the debtors accountant because under connecticut law those claims belonged to investors E. holding wyoming only had standing to pursue section 12a2 claims as to indx 2006ar11

assistant: The best answer is E. holding wyoming only had standing to pursue section 12a2 claims as to indx 2006ar11
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: submitted to a jury. Hale, like the cases before it, recognized that courts can rule on whether a statement is capable of a defamatory meaning as a matter of law. Even if the Montana Constitution did establish a rule that defamation plaintiffs are entitled to a jury trial in state court, that rule would not bind a federal court exercising its diversity jurisdiction. Under the doctrine of Erie R.R. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938), federal courts sitting in diversity must apply the Federal Rules of Civil Procedure. Hanna v. Plumer, 380 U.S. 460, 470-71, 85 S.Ct. 1136, 14 L.Ed.2d 8 (1965) (“The Erie rule has never been invoked to void a Federal Rule [of Civil Procedure].”); see also Herron v. S. Pac. Co., 283 U.S. 91, 94-95, 51 S.Ct. 383, 75 L.Ed. 857 (1931) (<HOLDING>). And as every trial lawyer knows, federal Options: A. holding that a state law requiring the jury to decide the issue of contributory negligence cannot interfere with authority of a federal court to direct a verdict where there are no facts in dispute B. holding that in a fela case where the jury found negligence per se the defendant railroad could not challenge the validity of the verdict through postverdict discussions indicating that the jury believed the total award would be reduced by the plaintiffs contributory negligence C. holding that defendants bear the burden of proving contributory negligence by a preponderance of the evidence D. holding that district court could not decide after jury returned verdict to treat jury verdict as advisory on issue not triable of right by jury but which was tried by consent of parties to nonadvisory jury E. holding that a federal court must decide an issue regarding the interpretation of a state law according to its anticipation of how the highest state court would hold

assistant: The best answer is A. holding that a state law requiring the jury to decide the issue of contributory negligence cannot interfere with authority of a federal court to direct a verdict where there are no facts in dispute
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: its claim and now argues, in its response to defendant’s cross-motion for summary judgment, that the Coast Guard delayed the design process by not complying with the review procedures and deadlines set forth in the contract specifications. This argument is appreciably different from the claim it presented to Ms. Broussard, and there is no evidence in the record before the court that plaintiff formally requested a contract modification from the Coast Guard based on the Coast Guard’s purported noncompliance with the submittal review procedures described in the contract. Because plaintiffs current position was not presented to the Coast Guard, as required under the CDA, the court must disregard it. See Contract Cleaning Maint., Inc. v. United States, 811 F.2d 586, 592 (Fed.Cir.1987) (<HOLDING>). Plaintiff is therefore left with the claim it Options: A. holding that a contractor must provide the contracting officer with adequate notice of the basis and amount of the claim B. holding that the contracting officer effectively made a final decision on the government claim for set off by declining to pay the contractor the balance due on the contract C. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim D. holding that submissions qualified as cda claims when the contractor asserted in writing and with sufficient specificity a right to additional compensation and the contractor communicated his desire for a contracting officer decision E. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim

assistant: The best answer is A. holding that a contractor must provide the contracting officer with adequate notice of the basis and amount of the 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 case excerpt and choose the best holding from the options. Case excerpt: excluded from the type of claims that § 24-10-106(1) authorizes to be asserted, the trial court properly dismissed them."). Such injuries are attributable solely to inadequate, or risky, re than a duty to hold the status quo. Some risk is inherent in every design. The state's maintenance obligation only requires it to ensure that this risk does not increase, due to degradation of the highway, beyond the general state of being, repair, or efficiency of the road as initially constructed. Thus, we hold that it is the development of a dangerous condition of a highway, subsequent to its initial design and construction, that creates in the state a duty to return the road to "the same general state of being, repair, or efficiency as initially constructed." Swieckowski, 934 P.2d at 1385 (<HOLDING>), The duty to maintain only requires the state Options: A. holding that the court has no duty to search for triable issues B. holding that the state has a duty to repair a roadway where the roadway has changed from its original condition and this change poses a danger C. holding in part that the right of removal is given only to a defendant who has not submitted himself to that jurisdiction not to an original plaintiff in a state court who by resorting to that jurisdiction has become liable under the state laws to a crossaction D. holding that a change of venue has no affect on the applicable state law and that change of venue is but a change of courtrooms E. holding that trial court has no duty to establish waiver on record

assistant: The best answer is B. holding that the state has a duty to repair a roadway where the roadway has changed from its original condition and this change poses a danger
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 each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided , that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recording fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily amount of the unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates (the “ Commitment Fee ”). Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

assistant: Fees
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: Buyer’s execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the purchase of the Assets, will not (i) conflict with or result in any violation of its organizational documents, (ii) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Buyer is a party in its individual capacity, or (iii) violate any Applicable Law relating to Buyer or its assets or properties, except, in each case, for any conflict or violation which will not materially adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement.

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: During her employment and for a period of 6 months from and after the date Employee signs the Second Release, Employee agrees to reasonably cooperate with the Released Parties regarding any pending or subsequently filed litigation, claims or other disputes involving the Released Parties that relate to matters within the knowledge or responsibility of Employee. Without limiting the foregoing, during the foregoing cooperation period, Employee agrees (i) to meet with a Released Party’s representatives, its counsel or other designees at mutually convenient times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency, or other adjudicatory body; and (iii) to provide the Company with notice of contact by any adverse party or such adverse party’s representative, except as may be required by law. Following her Termination Date, the Company will use best efforts to accommodate conflicts with Employee’s business or personal schedule. The Company will reimburse Employee for reasonable expenses and any forfeited compensation in connection with the cooperation described in this paragraph. This Section shall not require Employee to cooperate with the Company with respect to any charge or litigation in which Executive is a charging or complaining party as provided in Paragraph 5(c) or the final subparagraph of Paragraph 5, or any confidential investigation by a government agency in which Executive is a witness for or providing support to a charging or complaining party or requested by such government agency to maintain information in confidence.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Services Term, Executive will have the authority and responsibilities consistent with the position of Chief Scientific Officer, subject to the reasonable direction and control of the CEO and the Board. The Executive shall perform all duties reasonably required of the Executive in furtherance of the Executive’s position as it relates to the Company’s business and the business of all of the Company’s subsidiaries (the Company, together with all of its subsidiaries, are referred to herein collectively as the “ Company Group ”). All duties assigned to Executive hereunder shall be consistent with the scope and dignity of his position.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No consent, approval, license or authorization of, or designation, declaration or filing with, any court or governmental authority is or will be required on the part of such Investor in connection with the execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party, except for: (a) those which have already been made or granted; (b) the filing with the SEC of any filing required pursuant to Section 13 and/or Section 16 of the 1934 Act; and (c) those where the failure to obtain such consent, approval or license would not have a material adverse effect on the ability of the Investors to perform their obligations hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In full and final resolution and satisfaction of all of the actual or potential claims that Plaintiffs asserted against Defendants in the Action, or could have asserted against Defendants in the Action, Defendants shall pay $5 Million Dollars ($5,000,000) (the “Settlement Amount”) to Legacy Education Alliance Holdings, Inc., as Plaintiffs’ designee to receive the Settlement Amount, not later than seven (7) business days after the Effective Date by check or wire transfer to an account to be specified by Plaintiffs. With respect to the payment of the Settlement Amount or any portion thereof by check, such payment shall not be complete unless and until such check clears and the funds are received by Plaintiffs’ designee.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall inure to the benefit of and be binding upon SemGroup and its successors and assigns. SemGroup will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of SemGroup (or the Employer during any Post-Change Period) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that SemGroup (or, if applicable, the Employer) would be required to perform it if no such succession had taken place. Any successor to the business or assets of SemGroup (or any Employer) which assumes or agrees to perform this Agreement by operation of law, contract, or otherwise shall be jointly and severally liable with SemGroup (or the Employer) under this Agreement as if such successor were SemGroup (or the Employer). If Executive’s employment is transferred from SemGroup to a Subsidiary, or from a Subsidiary to SemGroup or another Subsidiary, the rights and obligations of the Employer (determined prior to such transfer) shall automatically become the rights and obligations of the Employer (determined immediately following such transfer), without requiring the consent of Executive.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 4.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and the Company Subsidiaries have good title to or, in the case of property held or used under a lease and any other Contractual Obligation, an Enforceable right to use, all of the properties and assets used in or necessary to the conduct of the Business (collectively, the “ Assets ”). The Assets that are owned by the Company or any Company Subsidiary are not subject to any Lien, other than Liens described on Schedule 4.7.1 and Liens which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Headings are given to the articles or sections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.

assistant: Headings
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: 306 F.2d 182, 186 (5th Cir.1962) (“But having undertaken the rescue and engendered reliance thereon, the obligation arose to use reasonable care in carrying out the rescue”). “[T]he Good Samaritan rule does not impose liability for merely negligent failure to confer a benefit, but only for negligently making matters worse.” Rodrigue v. United States, 968 F.2d 1430, 1434 (1st Cir.1992) (rejecting a claim that the Air Force violated the Good Samaritan Rule when it negligently waited four hours to send a helicopter to rescue a drowning swimmer because there was no evidence that the negligence worsened his position, but suggesting that such a claim would fly if there was evidence that the Air Force had assured other would-be rescuers of an imminent rescue); see DeVane, 306 F.2d at 186 (<HOLDING>). The Restatement (Second) of Torts § 323 Options: A. holding that fishing was not incidental to navigation B. holding that the worsening test was met where a fateful error of a coast guard message center lulled a wouldbe rescuer into believing a fishing vessel was safe C. holding that jurisdictional requirements were met because the flag nation consented to the enforcement of the mdlea over the foreign vessel D. holding that jurisdiction exists if either the pluralitys test or kennedys test is met E. holding that professional rescuer assumes the inherently risky nature of the employment

assistant: The best answer is B. holding that the worsening test was met where a fateful error of a coast guard message center lulled a wouldbe rescuer into believing a fishing vessel was safe
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: if erroneous at all. B. District Court’s Departure from the Guideline Range Second, Melton has argued that the district court erred in departing upward, pursuant to Guideline section 5K2.1, because the court, in effect, tried and sentenced him for first degree murder, a crime for which he has not been convicted. The government, on the other hand, has argued that the death of King was related to and resulted from Melton’s drug offense and that the alleged murder is therefore relevant conduct for sentencing purposes. Proof of conviction is not required, nor is proof beyond a reasonable doubt. A preponderance of the evidence will suffice for sentencing purposes. United States v. Powell, 886 F.2d 81, 85 (4th Cir.1989), cert. denied, 493 U.S. 1084, 110 S.Ct. 1144, 107 L.Ed.2d 1049 (1990) (<HOLDING>). The standard of review for departures from Options: A. holding that in order to satisfy due process findings made at sentencing need only be based upon a preponderance of the evidence B. recognizing that sentencing facts are based on the evidence and testimony presented at sentencing under a preponderance of the evidence standard C. holding that the government must prove the facts used in sentencing by a preponderance of the evidence D. holding that after alleyne v united states it is wellestablished that sentencing factors need not be charged in an indictment and need only be proved to the sentencing judge by a preponderance of the evidence E. holding that best interest of child need only be proven by a preponderance of the evidence

assistant: The best answer is A. holding that in order to satisfy due process findings made at sentencing need only be based upon a preponderance of the evidence
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 amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee’s consent ( provided , however , that the Grantee’s consent shall not be required to an amendment that is deemed necessary by the Corporation to comply with Section 409A of the Code).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you also agree to waive your 14-day right of withdrawal to the maximum extent permitted by applicable law , so that you are able to immediately access all of the premium services .

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: of immunity.” Lymon v. Aramark Corp., 728 F.Supp.2d at 1251. Accord Barreras v. State of N.M. Corr. Dep’t, 133 N.M. 313, 319, 62 P.3d 770, 776 (Ct.App.2003) (“In the absence of affirmative legislation, the courts of this state have consistently declined to permit individuals to bring private lawsuits to enforce rights guaranteed by the New Mexico Constitution, based on the absence of an express waiver of immunity under the Tort Claims Act.”); Chavez v. City of Albuquerque, 124 N.M. 479, 482, 952 P.2d 474, 477 (Ct.App.1997) (noting that a plaintiff cannot seek damages for violations of rights under the New Mexico Constitution against a city or its employees or agents unless the NMTCA waives immunity); Rubio v. Carlsbad Mun. Sch. Dist., 106 N.M. 446, 449, 744 P.2d 919, 922 (CtApp. 1987) (<HOLDING>); Begay v. State, 104 N.M. at 488, 723 P.2d at Options: A. holding that nature of alleged bias must be personal and not arising out of litigation B. recognizing absolute immunity for attorneys and board members of the texas medical board C. holding that a 1983 claim for damages was not prohibited by claim preclusion because the plaintiff could not have sought damages in his prior article 78 proceeding arising out of the same facts D. holding that no waiver of immunity exists for damages arising out of alleged educational malpractice claim against a school board E. holding that no recovery exists for speculative damages

assistant: The best answer is D. holding that no waiver of immunity exists for damages arising out of alleged educational malpractice claim against a school board
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 terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase, and the Company agrees to sell and issue to each Buyer, the number of Units set forth in the column designated “Number of Units” opposite such Buyer’s name on the Schedule of Buyers, which in the aggregate shall equal up to Seven Million Five Hundred Thousand Dollars ($7,500,000) of Units, at a cash purchase price of $4.61 per Unit (the “ Purchase Price ”). The Company’s agreement with each Buyer is a separate agreement, and the sale and issuance of the Units to each Buyer is a separate sale and issuance.

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: Employee agrees that upon Employee’s breach of any provision of this Agreement and the Company’s delivery of written notice of such breach to Employee, the Company may cease making the payments described in this Paragraph 3 and seek all other damages and remedies available to the Company, including but not limited to its attorney’s fees and costs.

assistant: 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: Unless otherwise expressly provided herein, all notices, requests, claims, demands or other communications under this Agreement shall be delivered in accordance with the requirements for the provision of notice set forth in Section 10.5 of the Separation and Distribution Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon death of the Employee, all Restrictions upon the Target Award Amount shall lapse and such Units shall immediately vest and the Shares representing such vested Units shall be paid promptly to the Employee’s executors, administrators, heirs or distributes, as the case may be. In the event that Employee is continuously employed during the three-year performance period but dies prior to the Committee’s certification of payout level as a result of cumulative performance achievement during that three-year performance period, then the Employee’s executors, administrators, heirs or distributes, as the case may be, shall vest in the number of Units that the Employee would have earned if employed on the date of such certification in accordance with the terms of this Agreement and the Shares representing such vested Units shall be paid promptly to the Employee’s executors, administrators, heirs or distributes, as the case may be.

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: (a) Except as disclosed to the Administrative Agent, Schedule 5.15 of the Disclosure Letter sets forth (i) the name and jurisdiction of formation or incorporation of each Group Member and, as to each such Group Member, states the authorized and issued capitalization of such Group Member, the beneficial and record owners thereof and the percentage of each class of Capital Stock owned by any Loan Party and (ii) each Immaterial Subsidiary as of the Closing Date and, upon supplement pursuant to Section 1.6, as of the Acquisition Effective Date, (b) except as disclosed on Schedule 5.15 of the Disclosure Letter or as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Acquisition Effective Date, after giving effect to the consummation of the Transactions, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees, independent contractors or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Restricted Subsidiary, except as created by the Loan Documents or as permitted hereby, and (c) as of each of the Closing Date and the Acquisition Effective Date, each Domestic Subsidiary that is not a Subsidiary Guarantor is an Immaterial Subsidiary or an Unrestricted Subsidiary. Except as listed on Schedule 5.15 of the Disclosure Letter, as of each of the Closing Date and the Acquisition Effective Date, neither the Borrower nor any Restricted Subsidiary owns any interests in any joint venture, partnership or similar arrangements with any Person. As of each of the Closing Date and the Acquisition Effective Date, all Subsidiaries are Restricted Subsidiaries.

assistant: Subsidiaries
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: namely, the power to rescue a person even against his will in life-threatening circumstances. We do not, however, accept that the phrase “any and all” gives the Coast Guard carte blanche authority to engage in forcible evacuations in less than life-threatening emergencies. A forcible evacuation from a private vessel constitutes a seizure of the person. Under the circumstances, the body of case law developed under the “emergency aid” exception to the Fourth Amendment’s warrant requirement both lends support for evacuation authority and cabins it. That exception requires an objectively reasonable belief by safety officers that a true emergency exists and there is an immediate need for assistance or aid. See, e.g., McCabe v. Life-Line Ambulance Serv., Inc. 77 F.3d- 540, 545 (1st Cir.1996) (<HOLDING>); United States v. Richardson, 208 F.3d 626, Options: A. recognizing first two exceptions B. recognizing that exigent circumstances exceptions by their nature turn upon the objective reasonableness of ad hoc factspecific assessments C. recognizing a presumption of reasonableness D. recognizing exceptions to immunity E. recognizing that exceptions to section 3109 may apply in exigent circumstances

assistant: The best answer is B. recognizing that exigent circumstances exceptions by their nature turn upon the objective reasonableness of ad hoc factspecific assessments