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: person liability as to each of the alleged control persons. IV. CONCLUSION For the reasons discussed above, defendants’ motions to dismiss are denied. The Clerk of the Court is directed to close these motions [nos. 22 and 25 on the docket sheet]. A conference is scheduled for July 31, 2008, at 3:30 p.m. SO ORDERED. 1 . The facts summarized in this section are drawn from the Complaint ("CompL”) and are presumed to be true for the purpose of these motions. 2 . See CompL ¶ 16. 3 . See id. ¶ 21. 4 . See id. 117. 5 . See id. 6 . See id. ¶ 11. 7 . See id. ¶ 6. 8 . See id. ¶ 13. 9 . See id. ¶ 15. 10 . See id. 11 . See id. ¶ 29. 12 . See id. 13 . See id. ¶ 43. 14 . See id. ¶ 44. 15 . See id. ¶ 45. 16 . id. ¶ 46. 17 . See id. ¶ 47. 18 . See id. 19 . See id. ¶ 51. 20 d 930, 939 (2d Cir.1984) (<HOLDING>). 95 . Teamsters Local 445 Freight Div. Pension Options: A. holding that section 10b violation occurs on date of alleged misrepresentation not the date of the sale or purchase of securities B. holding that the wording of 10b making fraud in connection with purchase or sale of security a violation of the act is surely badly strained when construed to provide a cause of action not to purchasers or sellers of securities but to the world at large C. holding that a pledge is a sale and purchase of a security under 10b D. holding that a claim arises from the purchase or sale of a security only if there is an allegation of fraud in the purchase sale or issuance of the instrument E. holding that a private plaintiff is not entitled to maintain an aiding and abetting action under 10b or rule 10b 5

assistant: The best answer is C. holding that a pledge is a sale and purchase of a security under 10b
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Court set out the exception to the rule that an importer has the right to fashion his or her merchandise to obtain the lowest rate of duty “[s]o long as no deception is practised, so long as the goods are truly invoiced and freely and honestly exposed to the officers of customs for their examination, no fraud is committed, no penalty is incurred.” Id. at 704. As discussed above, Plaintiff obtained an advance ruling describing the sugar syrup and its manufacturing process, and a subsequent investigation revealed that Plaintiff was complying with the terms of the advance ruling. Thus, Plaintiffs practice does not fall within the exception annou 416 (1912), the issue was whether pearls, which had been drilled with holes and strung for display, were pr 15 Ct. Cust. App. 198, 201 (1927) (<HOLDING>); Corporacion Argentina de Productores de Options: A. holding that even if contract lacks mutuality at time it is made whole or partial performance may render it enforceable B. holding that an importer could import one large blanket at a lower duty rate even if it later made it into two smaller ones C. holding that because a lower performance evaluation resulted in a lower bonus amount which is analogous to ones salary or to a benefit of ones employment it was adverse D. holding that it is not E. holding that the addition of a enough cereal to dog food to place it in a tariff provision with a lower rate of duty was within the importers right to fashion merchandise to obtain a lower rate of duty

assistant: The best answer is B. holding that an importer could import one large blanket at a lower duty rate even if it later made it into two smaller ones
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: is DENIED in accordance with Federal Rule of Appellate Procedure 34(a)(2), and Second Circuit Local Rule 34(b). 1 . As we stated in Xiu Xia Lin v. Mukasey, 534 F.3d 162, 166-67 (2d Cir.2008), our decision in Secaida-Rosales has been abrogated by the REAL ID Act. However, because Shi's asylum application was filed in April 2005, the REAL ID Act does not apply. Thus, the agency properly considered the materiality of the inconsistency at issue in determining whether it undermined Shi’s credibility. 2 . Despite Shi’s arguments to the contrary, the IJ was not required to show that this evidence was reasonably available to him before relying on a lack of corroboration to support her adverse credibility finding. See Xiao Ji Chen v. U.S. Dep’t of Justice, 471 F.3d 315, 341 (2d Cir.2006) Options: A. holding that the ij may not rely on a factually unsupported assertion in a state department report to deem an applicant not credible B. holding substantial evidence supported the denial of cat relief where the petitioners cat claim was based on the same testimony the ij found not credible and the petitioner pointed to no other evidence that the ij should have considered C. holding that the challenged evidence the government introduced in rebuttal was substantive evidence and not relevant for impeachment purposes because it was not offered to show that the witness was not a credible person but to show that she was not at the defendants home during the relevant time making her testimony that she did not see any drugrelated activity while at the defendants home irrelevant D. holding that an ij need not first identify the particular pieces of missing relevant evidence and show that this evidence was reasonably available to the applicant when he or she is not otherwise credible E. holding that an ij made an explicit credibility when the ij found testimony not credible based on several enumerated inconsistencies

assistant: The best answer is D. holding that an ij need not first identify the particular pieces of missing relevant evidence and show that this evidence was reasonably available to the applicant when he or she is not otherwise credible
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: parties, Herman v. Herman, 335 Ark. 36, 977 S.W.2d 209 (1998), and the burden of showing a change in circumstances is always upon the party seeking the change in the amount of alimony. (Emphasis added.) Weeks v. Wilson, 95 Ark. App. 88, 234 S,W.3d 333 (2006) (citing Hass v. Hass, 80 Ark. App. 408, 97 S.W.3d 424 (2003)). The majority opinion specifically states that, “There is no evidence in the record to suggest that appellee needed alimony then or that she needs alimony now.” (Emphasis added.) Apparently, the majority is attempting to go behind the order to determine whether or not the trial court erred in its first award of alimony. There is no authority for that proposition, and the premise is untenable. See Taylor, supra (citing Lively v. Lively, 222 Ark. 501, 261 S.W.2d 409 (1953) (<HOLDING>)). This last distinct flaw, the shifting of the Options: A. holding that the statutory grounds for vacatur and modification of arbitration awards may not be supplemented by contract B. holding that the statement of specific grounds in a motion for a new trial waives all other grounds not specified C. holding that prison term following revocation of probation is a modification and part of the actual sentence imposed for the original offense D. holding that the liberality of the original allowance cannot afford grounds for modification E. holding that notice must state the specific grounds for the departure

assistant: The best answer is D. holding that the liberality of the original allowance cannot afford grounds for modification
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: such specific use requirement. Comparing the two competing provisions, both of which are quite broad in their reach, it is clear that the use provision, item 685.90, is “undoubtedly more restrictive and ‘difficult to satisfy.’ ” Therefore, the SVPs are more specifically described in item 685.90. Our conclusion concerning the relative specificity of the two competing provisions is supported by the general rule of construction that, in the absence of legislative intent to the contrary, a product described by both a use provision and an eo nomine provision is generally more specifically provided for under the use provision. Travenol Laboratories, Inc. v. United States, 67 CCPA 71, C.A.D. 1247, 622 F. 2d 1027 (1980); cf. United States v. Simon Saw & Steel Co., 51 CCPA 33, C.A.D. 834 (1964) (<HOLDING>). In accordance with the construction aid, the Options: A. recognizing general rule B. holding that a specific statutory provision prevails over a more general one C. holding wills more specific provision prevails over general provision D. holding eo nomine tariff provision covering vanity cases to be more specific than tariff provision covering articles of a kind normally carried in the pocket or in the handbag E. recognizing the general rule but finding the eo nomine provision in question to be more specific

assistant: The best answer is E. recognizing the general rule but finding the eo nomine provision in question to be more specific
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: that whether an investigation is criminal or not has no impact on whether a false statement made to a government official may be prosecuted under 18 U.S.C. § 1001. The district court sustained the government’s relevance objection as to Jimenez’s testimony that Agent Hays allegedly offered that she could return to Mexico without arrest. Jimenez contends that this testimony was relevant to show her state of mind. The government argues that this testimony was properly excluded as irrelevant. However, this evidence does appear to be admissible to impeach Agent Hays’s testimony that he made no such offer. Testimony that would tend to impeach the government’s main witness, if believed by the jury, is relevant and admissible. See United States v. Davis, 639 F.2d 239, 244-45 (5th Cir.1981) (<HOLDING>). This error was not of constitutional Options: A. holding that a trial court abused its discretion by excluding the testimony of an expert witness where the testimony would have been relevant to show that the defendant breached a duty of care B. holding that a district court did not abuse its discretion in excluding the testimony of a witness that was not highly probative C. holding that the district court exceeded its discretion in excluding testimony proffered to discredit the key government witness D. holding that the district court did not abuse its discretion in limiting testimony to only one witness where additional witnesses would have provided the same testimony E. holding trial court acted within its discretion in excluding expert testimony

assistant: The best answer is C. holding that the district court exceeded its discretion in excluding testimony proffered to discredit the key government witness
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: matters stated” therein. Fed. R. Civ. P. 56(c)(4). Speculation and conjecture contained in a declaration cannot create a material issue of fact. See Visser v. Packer Engineering Assoc., Inc., 924 F.2d 655, 659-60 (7th Cir.1991) ("[I]nfer-enees and opinions must be grounded in observation or other first-hand personal experience. They must not be flights of fancy, speculations, hunches, intuitions, or rumors about matters remote from that experience.”). Nor can hearsay be introduced as means of opposing summary judgment. Logan v. Caterpillar, Inc., 246 F.3d 912, 925 (7th Cir.2001) (an affidavit based on hearsay is "inadmissible in summary judgment proceedings to the same extent that it is inadmissible in a trial”). 2 . See e.g., Porter v. City of Chicago, 700 F.3d 944, 956 (7th Cir.2012) (<HOLDING>); Fleishman v. Continental Cas. Co., 698 F.3d Options: A. holding that vague and conclusory allegations of being harassed and intimidated by a supervisor are not sufficient to defeat summary judgment and sporadic inappropriate and rude comments by a supervisor do not rise to the level of conduct that alters the terms and condition of employment B. holding vague and conclusory allegations of nefarious intent and motivation are insufficient to state a claim C. holding plaintiffs supervisor subject to suit D. holding that vague conclusory statements are insufficient E. holding that in order to defeat successfully a motion for summary judgment more than mere allegations and conclusory statements must be offered

assistant: The best answer is A. holding that vague and conclusory allegations of being harassed and intimidated by a supervisor are not sufficient to defeat summary judgment and sporadic inappropriate and rude comments by a supervisor do not rise to the level of conduct that alters the terms and condition of employment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: concealment and notes the Court has said that fraudulent concealment in health care liability claims estops a health-care provider from relying on limitations to bar a plaintiffs claim. Shah v. Moss, 67 S.W.3d 836, 841 (Tex.2001); see also Borderlon v. Peck, 661 S.W.2d 907, 908-09 (Tex.1983). Thus, he notes, we have recognized exceptions to section 74.251’s two-year statute of limitations in limited circumstances even though several of our decisions have characterized the two-year statute of limitations as “absolute.” See Diaz v. Westphal, 941 S.W.2d 96, 99 (Tex.1997) (“We have repeatedly held that section 10.01 [74.251’s predecessor] establishes an absolute two-year statute of limitation for health care liability claims....”); Bala v. Maxwell, 909 S.W.2d 889, 892-93 (Tex.1995) (<HOLDING>); see also In re USAA, 307 S.W.3d 299, 310-11 Options: A. holding that under such unique circumstances the five 5 year statute of limitations controls B. holding that section 1001 controls over the limitations provision of the wrongful death statute C. holding that materiality necessary element of section 1001 D. recognizing that a specific statute controls over a general one E. holding that when a statute and a guideline conflict the statute controls

assistant: The best answer is B. holding that section 1001 controls over the limitations provision of the wrongful death statute
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 Board may amend the Plan in whole or in part from time to time, or may terminate the Plan at any time, without prior notice to any interested party; provided, however, no amendment or termination may be made if such amendment or termination would cause the awards under the Plan to fail to qualify for an exemption from or to comply with the provisions of Section 409A of the Code. The Board may delegate its amendment power to such individual or individuals as it deems appropriate, in its sole discretion. The foregoing sentence to the contrary notwithstanding, for a period of two years and one day following a Change in Control, neither the Board nor any individual to whom the Board has delegated its authority may amend the Plan in a manner that is detrimental to the rights of any participant of the Plan without the participant’s written consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: T h i s Agreement is effective a s of the Commencement Date set forth above and will end June 3 0 , 2019. Th i s Agreem e nt is renewable upon the mutual co n s ent of both parties. The t e r m s of such renew a l must be in writing and signed by both Company and C o n sultant.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party represents and warrants to the other Party that the execution and delivery of this Agreement and the p erformance of such Party’s obligations hereunder (a) do not conflict with or violate such Party’s corporate charter and bylaws or any requirement of applicable Laws and (b) do not and shall not conflict with, violate or breach or constitute a default or re quire any consent under, any oral or written contractual obligation of such Party, except in all cases for such conflicts, violations or breaches as would not individually or in the aggregate, have an adverse impact on the other Party’s rights hereunder. Each Party agrees that it shall not during the Term grant any right, license, consent or privilege to any Third Party or otherwise undertake any action, either directly or indirectly, that would conflict with the rights granted to the other Party or interf ere with any obligations of such Party set forth in 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 case excerpt and choose the best holding from the options. Case excerpt: Atl., 127 S.Ct. at 1965). 65 . Id. at 99. 66 . See 15 U.S.C. § 78u-4(b). 67 . ATSI, 493 F.3d at 99 (citing 15 U.S.C. § 78u-4(b)(3)(A)). 68 . Fed.R.Civ.P. 9(b). Accord ATSI, 493 F.3d at 99. 69 . ATSI, 493 F.3d at 99 (citing Rombach v. Chang, 355 F.3d 164, 171 (2d Cir.2004)). 70 . Rombach, 355 F.3d at 170 (quotation omitted). Accord ATSI, 493 F.3d at 99 (citing Novak v. Kasaks, 216 F.3d 300, 306 (2d Cir.2000)). 71 . ATSI, 493 F.3d at 99. 72 . Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 127 S.Ct. 2499, 2504, 168 L.Ed.2d 179 (2007) (quotation omitted) (citing 15 U.S.C. § 78u-4(b) (l), (2)). 73 . Id. (quoting 15 U.S.C. § 78u-4(b)(2)). 74 . Id. at 2509. These plausible opposing inferences, however, may be based only on the complaint and other public documents on whi .Y.1999) (<HOLDING>). 81 . Novak, 216 F.3d at 308 (citation Options: A. holding that statements downplaying internal control problems were actionable because they misled investors into believing the problems were not as serious or extensive as they were B. holding that even if defendants knew that the company had inventory problems that fact standing alone does not show that defendants knew that the statements in their prospectus or other representations were materially false or misleading at the time the material statements were made C. holding exhibits deemed admitted into evidence where they were treated below without objection as if they were admitted D. holding that tort claims were arbitrable because they arose out of and were related to contract E. holding that although miranda warnings were not given to defendant police officers they had no cause of action under 42 usc 1983 because they were never prosecuted

assistant: The best answer is A. holding that statements downplaying internal control problems were actionable because they misled investors into believing the problems were not as serious or extensive as they were
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 of the Plan and this Agreement, the Award shall be deemed vested and earned, and the Shares subject to the Award shall be distributable as provided in Section 7 herein, upon such date or dates, and subject to such conditions, as are described in this Agreement, including Section 2 of Schedule A. Without limiting the effect of the foregoing, the Shares subject to the Award may vest in installments over a period of time, if so provided in Schedule A. The Participant expressly acknowledges that the Award shall vest only upon such terms and conditions as are provided in this Agreement (including but not limited to Schedule A) and otherwise in accordance with the terms of the Plan . Without limiting the effect of the foregoing, the Participant understands and agrees that the Administrator may delay the vesting of the Award (or portion thereof) and (subject to Code Section 409A) the issuance of the underlying Shares in order to comply with Applicable Law or applicable policies of the Company implemented to ensure compliance with such laws (including but not limited to insider trading provisions and the Company's insider trading policy); provided, however, that any such delay in vesting of the Award or issuance of Shares shall not apply to any Shares subject to an effective Rule 10b5-1 trading plan. The Administrator has sole authority to determine whether and to what degree the Award has vested and been earned and is payable and to interpret the terms and conditions of this Agreement and the Plan.

assistant: Vesting
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 obligations of the parties hereunder shall terminate with respect to a Holder when it no longer holds Registrable Securities and with respect to the Company when there are no longer Registrable Securities with respect to a Resale Shelf Registration Statement, except, in each case, for any obligations under Sections 2.3 , 2.4 , 2.5 , 2.6 , 2.7 and Article III .

assistant: Terminations
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 police officer’s commands led Officer Quintero to believe that M.R. was in the process of committing a crime or attempting to commit a crime that posed an imminent threat to the surrounding property and the complex’s businesses. Further, Detective Maribal testified that M.C. did not do anything to dispel the officers’ concern that there was an imminent threat to the public property. See C.H.S., 795 So.2d at 1088. Therefore, M.R.’s actions, in pulling on a door handle of a closed business at a time when all of the businesses were closed, attempting to hide and flee the scene when a police officer approached, are all factual circumstances supporting the conclusion that M.R.’s behavior posed an immediate threat to the public safety or surrounding property. See B.J., 951 So.2d at 103 (<HOLDING>); contra Gonzalez v. State, 828 So.2d 496, 498 Options: A. holding that possession of burglary tools is an offense separate from burglary B. holding the first element was proven because defendant was hiding at 130 am in the back of a pickup truck near a closed business that was the subject of a burglary call C. holding that defendant was still in the commission of a burglary despite its technical completion when she caused the death of three persons during a police chase that began at the scene of the burglary D. holding second element is met where defendant was hiding under circumstances suggesting that the police interrupted a burglary in progress and where there was a potential threat to public safety if defendant joined a crime in progress or participated in the aftermath by assisting the escape or disposing of property stolen in the burglary E. holding that iowa burglary is not categorical burglary as the elements of iowa burglary law are broader than those of generic burglary

assistant: The best answer is D. holding second element is met where defendant was hiding under circumstances suggesting that the police interrupted a burglary in progress and where there was a potential threat to public safety if defendant joined a crime in progress or participated in the aftermath by assisting the escape or disposing of property stolen in the burglary
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 be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided , however , that the Parent Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders except to the extent expressly permitted hereunder (including in connection with a transaction permitted by Section 7.01 ), provided , further , that any assignment or participation by a Lender of any of its rights and obligations hereunder shall be effected in accordance with this Section 11.06 .

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: This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing (as defined below) and the Company agrees to sell and issue to the Purchasers at the Closing Notes in the aggregate principal amount of $2,000,000 (the “ Purchase Price ”), as set forth on Schedule I hereto.

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: Each of the Parties represent and warrant that each has the proper authorization and power to enter into this Agreement and effect the actions required therein, including, but not limited to, necessary board resolutions or other approvals, as required.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: have covered the competitor’s product. Where a long period of delay is involved, other inventors may work under the assumption that the patentee is not going to prosecute broader claims; they may develop improvements only to find that they are in-fringers of a later-prosecuted patent. Kingsdown therefore does not preclude an alleged infringer from asserting these kind of circumstances as grounds for a prosecution laches defense. Moreover, a bright line rule that the prosecution laches defense never applies when a terminal disclaimer has been filed would run contrary to the principle that “with its origin in equity, a determination of laches is not made upon the application of mechanical rules.” A.C. Aukerman, 960 F.2d at 1032; see also Cruz v. Melecio, 204 F.3d 14, 23 (1st Cir.2000) (<HOLDING>). While it certainly is appropriate to weigh Options: A. holding that in determining the voluntariness of a waiver of miranda rights a court must evaluate the totality of the circumstances B. holding that a court in sitting in equity should assess the totality of the circumstances and customtailor appropriate relief C. holding that the reasonableness inquiry is based upon the totality of the circumstances in determining whether or not a search was reasonable D. holding that federal courts sitting in diversity should apply state law that determines the outcome of the case E. holding reasonable suspicion is based on totality of circumstances

assistant: The best answer is B. holding that a court in sitting in equity should assess the totality of the circumstances and customtailor appropriate relief
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with (other than the filing of a Form D with the SEC, any registration statement as required under the Registration Rights Agreement, other filings as may be required by state securities agencies, and filings required by the Principal Market), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof which have not been previously obtained or made. All consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of the filings detailed above, will be made timely after the Closing Date in accordance with the requirements of Regulation D in the case of the Form D filing and in accordance with the requirements of the Registration Rights Agreement in the case of the registration statement), and the Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. Except as previously disclosed on the Company’s Form 8-K filed on December 24, 2015, the Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.

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: The authorized share capital of the Target consists of unlimited number of Target Shares. The number of issued and outstanding Target Shares, Target Options and Target Warrants as of the close of business on April 8, 2016 is set forth in Schedule (B) of the Target Disclosure Letter. Other than the Target Options and Target Warrants, there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by the Target of any securities of the Target (including Target Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of the Target (including Target Shares). All outstanding Target Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Target Shares issuable upon the exercise of rights under the Target Options and Target Warrants in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of the Target (including the Target Shares, the Target Options and the Target Warrants) have been issued in compliance with all applicable Laws and Securities Laws. There are no securities of the Target outstanding which have the right to vote generally (or, other than the Target Options and the Target Warrants, are convertible into, or exchangeable or exercisable for securities having the right to vote generally) with the Target Shareholders on any matter. There are no outstanding contractual or other obligations of the Target or any of the Target Subsidiaries to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposing of any of its outstanding securities. There are no outstanding bonds, debentures or other evidences of indebtedness of the Target having the right to vote with the holders of the outstanding Target Shares on any matters.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 8.2.1 you understand that a confirmed booking of an accommodation ( `` accommodation booking '' ) is a limited license granted to you by the host to enter , occupy and use the accommodation for the duration of your stay , during which time the host ( only where and to the extent permitted by applicable law ) retains the right to re-enter the accommodation , in accordance with your agreement with the host .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Table of Contents and the various headings in this 2016-B Servicing Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 2016-B Servicing Supplement.

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: v. Atlantic City Police Dep’t, 174 F.3d 95, 110 (3d Cir.1999). Erroneous evidentiary rulings will be considered harmless if “it is highly probable that the district court’s [evidentiary decision] did not affect [the party’s] substantial rights.” Becker v. ARCO Chem. Co., 207 F.3d 176, 179 (3d Cir.2000). Rulings of the appellate courts on the admissibility of results of polygraph tests have differed. This court has not adopted a per se exclusionary rule. See, e.g., United States v. Johnson, 816 F.2d 918, 923 (3d Cir.1987) (stating polygraph evidence would have been admissible to rebut defendant’s claim that confession was coerced). More recently, based on the Supreme Court’s decision in Daubert v. Merrell Dow Pharms., Inc., 509 U.S. 579, 588-589, 113 S.Ct. 2786, 125 L.Ed.2d 469 (1993) (<HOLDING>), some trial courts have found polygraph Options: A. holding that under fedrevid 702 expert testimony must be reliable to be admissible B. holding that federal rule of evidence 702 superceded the frye standard of admissibility of scientific evidence and that under rule 702 the district court had to determine that proffered expert testimony was both reliable and relevant C. holding that expert testimony may be admissible even if not generally accepted in the relevant scientific community provided that it qualifies in some other way as reliable under federal rule of evidence 702 D. holding that expert opinion based on scientific technique is inadmissible unless technique is generally accepted as reliable in relevant scientific community E. holding that product rule method of dna statistical evidence is now generally accepted in the relevant scientific community

assistant: The best answer is C. holding that expert testimony may be admissible even if not generally accepted in the relevant scientific community provided that it qualifies in some other way as reliable under federal rule of evidence 702
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: only properly developed Thompson claim concerned the hospital’s rule for moving intravenous catheters. Mr. Edwards introduced evidence that a 48-hour rule was appropriate, but the hospital had adopted a different rule allowing catheters to be left in place for as long as 72 hours. R.R. 241a. This situation implicates not just an individual mistake, but the hospital’s “duty to formulate, adopt and enforce adequate rules and policies to ensure quality care for its patients.” Thompson, supra at 339-40, 591 A.2d at 707. If Mr. Edwards could prove that the 72-hour rule was inadequate, that the hospital should have known better, and that following this rule caused him harm, then he has made out a proper Thompson claim. The trial court apparently acknowledged that its negligence per se ruling (<HOLDING>) constituted negligence on the part of the Options: A. holding nonparty department of mental health had standing to appeal commitment order regarding person found not guilty by reason of insanity because department had direct interest that was affected by commitment order and because employees of the department conceivably could be held in contempt of court for failing to comply with the order B. holding that department of health rules do not require agreement between two successive results C. recognizing an individuals right of privacy in the content of health records and noting that health records are the property of the health care entity maintaining them D. holding that removal of suit against physicians employed by a federally funded community health center to federal court by the defendants on the ground that they were covered under the public health service act was improper as the department of health and human services had not yet made a determination whether defendants should be deemed to be employees E. recognizing the 48hour standard as a department of health regulation

assistant: The best answer is E. recognizing the 48hour standard as a department of health regulation
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, including the TSPI Agreement set forth in Annex A , contains the entire understanding of the parties in respect of their subject matter and supersede upon their effectiveness all other prior agreements and understandings between the parties 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 legal provision and list the applicable contract clause categories. Provision: The termination of this Agreement shall not affect any Loan Party’s, the Agent’s, any Lender’s or the Issuer’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully disposed of, concluded or liquidated. The security interests, Liens and rights granted to the Agent, each Lender and the Issuer hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that the Loan Account may from time to time be temporarily in a zero or credit position, until all of the Obligations of each Loan Party have been paid or performed in full after the termination of this Agreement or each Loan Party has furnished the Agent, the Lenders and the Issuer with an indemnification satisfactory to the Agent, the Lenders and the Issuer with respect thereto. Accordingly, each Loan Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and the Agent shall not be required to send such termination statements to each Loan Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations paid in full in immediately available funds and upon such payment, the Agent promptly shall file all necessary termination statements. All representations, warranties, covenants, waivers and agreements contained herein shall survive the termination hereof until all Obligations are paid or performed in full. Without limitation, all indemnification obligations contained herein shall survive the termination hereof and payment in full of the Obligations.

assistant: Terminations
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: Cir.1993) ("A party has the burden to request the submission of its issues to the jury and to request instructions on each such issue.... [Fjailure to object to the wording of a special issue prevents a party from objecting to such wording on appeal.”); Pan Eastern Exploration Co. v. Hufo Oils, 855 F.2d 1106, 1123 (5th Cir.1988) ("A party must ordinarily object precisely to the wording of jury instructions and interrogatories ....”). 9 . See Quillen v. International Playtex, Inc., 789 F.2d 1041, 1043-44 (4th Cir.1986) (refusing to hold that defendant had impliedly consented where evidence presented went to pleaded issue primarily; therefore, "the defendant would have been caught unaware” of the new issue); Trinity Carton Co. v. Falstaff Brewing Corp., 767 F.2d 184, 192 (5th Cir.1985) (<HOLDING>), cert. denied, 475 U.S. 1017, 106 S.Ct. 1202, Options: A. holding that burden was on nonmoving party to show issue was not litigated where moving party presented supreme court opinion showing issue had been litigated B. holding that trial by consent requires that the parties actually recognize the issue to have been litigated C. holding that all matters litigated or which could have been litigated in al foreclosure action are forever at rest D. holding that burden was on nonmoving party to show issue was not litigated where moving party presented arbitrators order showing issue had been litigated E. holding that a civil claim is barred by collateral estoppel even though the prior adjudication was in criminal proceedings and the parties are not the same because the matters were actually litigated and decided in the prior trial

assistant: The best answer is B. holding that trial by consent requires that the parties actually recognize the issue to have been litigated
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 notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the address set forth below and to the Company at its principal place of business, or such other address as either party may specify in writing.

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 case excerpt and choose the best holding from the options. Case excerpt: omitted), abrogated on other grounds by Morgan, 536 U.S. at 101, 122 S.Ct. at 2061; Gibbs v. Pierce County Law Enforcement Support Agency, 785 F.2d 1396, 1400 (9th Cir.1986) ("As each plaintiff in the instant action filed charges with the EEOC within 180 days of a [wage] payment, we conclude that plaintiffs’ action is not time-barred.”); Goodwin v. Gen. Motors Corp., 275 F.3d 1005, 1009 (10th Cir.2002) ("Bazemore ... has taught a crucial distinction with respect to discriminatory disparities in pay, establishing that a discriminatory salary is not merely a lingering effect of past discrimination — instead it is itself a continually recurring violation.”), cert. denied, 537 U.S. 941, 123 S.Ct. 340, 154 L.Ed.2d 248 (2002); Anderson v. Zubieta, 180 F.3d 329, 335-37 (D.C.Cir.1999) (<HOLDING>). Some circuits relied on the so-called Options: A. holding discriminatory incidents which occur outside the limitations period are actionable where a plaintiff challenges not just one incident but an unlawful practice that continues into the limitations period B. holding that under bazemore the continued application of a discriminatory compensation scheme is itself an actionable violation and that the plaintiffs could therefore be made whole for those paychecks received during the applicable limitations period C. holding in a 1981 case that under bazemore each discriminatory paycheck constituted a new violation for which suit could be brought within the statute of limitations period beginning with its occurrence D. holding that statute of limitations did not prevent trustee from accounting for all transfers received by a claimant for purposes of selecting a distribution methodology including those that occurred outside the limitations period E. holding that the charge was timely when filed within the statute of limitations period even though served after the period

assistant: The best answer is B. holding that under bazemore the continued application of a discriminatory compensation scheme is itself an actionable violation and that the plaintiffs could therefore be made whole for those paychecks received during the applicable limitations period