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: 840 (Pa.Super.Ct.1999) (“ ‘[w]hen the transaction involves predominantly the rendition of services, the fact that tangible, movable goods may be involved in the performance of a contract does not bring the contract under the [Uniform Commercial C]ode.’ ” (quoting Whitmer v. Bell Tel. Co. of Pa., 361 Pa.Super. 282, 522 A.2d 584, 587 (1987) (other citation omitted))); Gee v. Chattahoochee Tractor Sales, Inc., 172 Ga.App. 351, 323 S.E.2d 176, 178 (1984) (repairs performed on tractor, which included the replacement of engine parts, constituted a service and not a “sale” under the UCC, as the primary purpose of the contract was to repair the vehicle as opposed to the sale of any component part of the engine); cf. Lobianco v. Prop. Prot., Inc., 292 Pa.Super. 346, 437 A.2d 417, 419 (1981) (<HOLDING>). Here ADT did not enter into a contract with Options: A. holding that the installation of a burglar alarm system was a sale of goods within the meaning of the ucc 13 pa consstat 2105a B. holding that a statement of conditional sale of goods can be filed with the state auditor before the delivery of goods where statute says the statement must be filed within ten days of delivery of goods C. holding that a contract for the design construction and installation of a water tank was predominantly a contract for the sale of goods under the ucc D. holding that a contract for the design manufacture and installation of two furnaces was predominantly a contract for the sale of goods and therefore subject to the uccs fouryear statute of limitations E. holding that ucc impliedwarranty action requires pleading of facts in respect to sale of goods

assistant: The best answer is A. holding that the installation of a burglar alarm system was a sale of goods within the meaning of the ucc 13 pa consstat 2105a
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 constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, superseding all prior written or oral understandings or communications. This Agreement may not be amended or modified, except by a written agreement signed by the applicable Loan Parties (with such applicability determined under each of the Loan Documents) and Bank.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 977. Thus, in order to establish causation and redressability, plaintiffs in this case need demonstrate only that consideration of Medi-Cal providers' costs in relation to equal access to quality services could influence the reimbursement rates the State ultimately sets. 7 .The Supreme Court has in the past recognized a lack of incentive in the form of "practical barriers to suit" because of "the small financial stake involved and the economic burdens of litigation” as an obstacle sufficient for third-party standing purposes. Powers, 499 U.S. at 414-415, 111 S.Ct. 1364. Defendant points out that the Ninth Circuit has held that "[a] simple lack of motivation does not constitute a 'genuine obstacle' to asserting an interest.” Viceroy Gold Corp. v. Aubry, 75 F.3d 482, 489 (9th Cir.1996) (<HOLDING>). There seems to be some tension between Powers Options: A. holding that the plaintiff did not have standing because it was not able to demonstrate how its economic interests fell within the zone of interests protected by the nhpa B. holding employees not entitled to dismissal pursuant to section 101106f where employees failed to present the trial court with a sufficient record to satisfy their burden C. holding that an employer does not have thirdparty standing to challenge a labor statute on its employees behalf simply because the employees probably would not be motivated to assert their own interests because they lack a sufficient individual economic stake in the outcome D. holding that representation by state officials that they have no present plan to enforce a statute does not divest plaintiffs of standing to challenge the statute because the states position could well change E. holding that probation department employees are not county employees

assistant: The best answer is C. holding that an employer does not have thirdparty standing to challenge a labor statute on its employees behalf simply because the employees probably would not be motivated to assert their own interests because they lack a sufficient individual economic stake in the outcome
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: Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

assistant: Definitions
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 may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Note may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason during the period beginning six (6) months prior to a Change in Control and ending upon the third anniversary of such Change in Control, then the Executive shall receive Change in Control related pay and benefits no less favorable than those set forth in the Company's Change in Control Severance Plan in effect as of the Effective Date (current plan is attached as Appendix B); provided, however, that Executive acknowledges that the tax gross-up provisions in the Plan no longer apply and are not included in his benefits. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Company's Change in Control Severance Plan. Notwithstanding the foregoing provisions of this Section 13, if payment becomes required under this Section 13 with respect to a termination of the Executive's employment that occurs prior to the occurrence of a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of its assets (in each case within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)), then so much of the payment due under this Section 13 as equals twenty-four (24) months of Executive’s Base Salary shall be paid in regular payroll installments over the twenty-four (24) month period commencing on the date of Executive’s termination.

assistant: Change In Control
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: claiming breach.” Miller-Davis Co v Ahrens Const Co, 495 Mich 161, 178; 848 NW2d 95 (2014) (emphasis added). In this case, the board of trustees asserts no damages to itself as the gover real party in interest to assert breach-of-contract claims regarding the CBAs. Id.; MCR 2.201(B). The board of trustees lacked standing because it was not the proper party to assert the breach-of-contract claims that the retirees might have regarding modification of the pertinent CBAs affecting the retirees’ benefits. Lansing Sch Ed Ass’n, 487 Mich at 355-356. The board of trustees presented two arguments below regarding standing that we find without merit. First, the board suggested that it had standing under MCR 2.605 because it sought declaratory relief. See Lansing Sch Ed Ass’n, 487 Mich at 372 (<HOLDING>). MCR 2.605(A)(1) provides: “In a case of Options: A. holding that the injured party had standing to appeal the declaratory judgment in favor of the insurance company and noting that it was decisive to the holding that dairyland named the injured appellants in its declaratory judgment action B. holding that persons not parties to a contract did not have standing to seek declaratory judgment on contracts validity C. holding that whenever a litigant meets the requirements of mcr 2605 it is sufficient to establish standing to seek a declaratory judgment D. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment E. holding that allegation that applicant is able and ready to reapply is sufficient to establish standing to seek prospective relief

assistant: The best answer is C. holding that whenever a litigant meets the requirements of mcr 2605 it is sufficient to establish standing to seek a declaratory judgment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 6.2 you agree that you will not post or transmit content or code that may be harmful , impede other users ' functionality , invade other users ' privacy , or surreptitiously or negatively impact any system or network .

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: testimony as a prior inconsistent statement pursuant to Rule 801(d)(1)(A). 2. 911 Call and Recorded Body-Microphone Statements The district court initially ruled that the 911 call was admissible as a present sense impression and excited utterance but that the recorded body-microphone statements could be used only for impeachment purposes; however, the court ultimately ruled that both categories of evidence could be admitted as substantive evidence under the present-sense-impression and excited-utterance exceptions to the hearsay rule. Federal Rule of Evidence 803(1) provides that “[a] statement describing or explaining an event or condition, made while or immediately after the declarant perceived it” is “not excluded by the rule against hearsay.” “The underlying rationale of the 995) (<HOLDING>)). Additionally, we determined that the Options: A. holding statement made twentythree minutes after event admissible as a present sense impression B. holding that under certain circumstances statements on a 911 tape may be admissible as a present sense impression C. holding trial courts allowance of testimony under the present sense impression exception if error was harmless because statement was admissible under excited utterance exception D. holding statements on 911 tape admissible as present sense impression where call was made almost immediately after the defendant left the store after a shooting incident E. holding railroad workers statement to police made after he had walked approximately 100 feet admissible as a present sense impression

assistant: The best answer is B. holding that under certain circumstances statements on a 911 tape may be admissible as a present sense impression
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 connection with any Collateral Transfer under this Section 4.03 or otherwise in respect hereof, each Grantor shall take such action, at its own expense, as the Collateral Agent may reasonably request (including, without limitation, to the extent that the Collateral Agent may reasonably request, delivering undated bond powers or other instruments of transfer or entering into one or more control agreements on terms reasonably satisfactory to the Collateral Agent) for the purpose of ensuring that the Collateral Agent will have a perfected first priority security interest with respect to each item of Collateral so transferred. In addition, each Grantor will furnish to the Administrative Agent and the Collateral Agent from time to time statements and schedules identifying and describing the Collateral (including, without limitation, each Borrowing Base Certificate delivered pursuant to Section 6.01(h) of the Credit Agreement) with respect to such Grantor and such other reports in connection with such Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor. Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing and shall be given in accordance with Section 5.4 of the Purchase Agreement. Without limiting the generality of the foregoing, the Company shall give written notice to each Holder (i) promptly following any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to all holders of shares of Common Stock as a class or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided, in each case, that such information shall be made known to the public prior to, or simultaneously with, such notice being provided to any Holder.

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: A Party’s consent to or waiver, express or implied, of the other Party’s breach of its obligations hereunder shall not be deemed to be or construed as a consent to or waiver of any other breach of the same or any other obligations of such breaching Party. A Party’s failure to complain of any act, or failure to act, by the other Party, to declare the other Party in default, to insist upon the strict performance of any obligation or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, no matter how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder, of any such breach, or of any other obligation or condition. A Party’s consent in any one instance shall not limit or waive the necessity to obtain such Party’s consent in any future instance and in any event no consent or waiver shall be effective for any purpose hereunder unless such consent or waiver is in writing and signed by the Party granting such consent or waiver.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held to be invalid or unenforceable in any respect, then the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

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: This Agreement shall be governed in all respects by the laws of the State of New Jersey. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in New Jersey, as applicable, for any matter arising out of or relating to this Agreement or the Services.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the evidence that an exception to discharge applies.” In re Cunningham, 482 B.R. 444, 447 (Bankr.N.D.Ala.2012) (citing In re Bullock, 670 F.3d 1160, 1164 (11th Cir.2012); In re Griffith, 206 F.3d 1389, 1396 (11th Cir.2000)). A debt is nondischargeable pursuant to 11 U.S.C. § 523(a)(6) if it is a debt for a willful and malicious injury by the debtor to another entity or its property. In re Santry, 481 B.R. 824, 828-29 (Bankr.N.D.Ga.2012) (citing Kawaauhau v. Geiger, 523 U.S. 57, 61, 118 S.Ct. 974, 140 L.Ed.2d 90 (1998)). Thus, a party objecting to a debtor’s discharge must show that the debt arose from an in e not excepted from discharge under § 523(a)(6). Kawaauhau, 523 U.S. at 64, 118 S.Ct. 974. Maxfield v. Jennings (In re Jennings), 670 F.3d 1329, 1334 (11th Cir.2012) (<HOLDING>). For conduct to be malicious, courts typically Options: A. holding that a fraudulent transfer of property by a coconspirator constituted a willful and malicious injury under section 523a6 because the debtor transferred property without just cause in an attempt to place it beyond the reach of a creditor B. holding that the debtor could retain exempt property because it was not property of the estate C. holding that because debtor retained control of property a transfer had not yet occurred D. holding that property seized by a creditor prior to debtors bankruptcy was property of the estate even though creditor the irs held a secured interest a tax lien in the property E. holding that the mortgaging or conveying of exempt property to a creditor is not against the public policy of the state of michigan and that that the bankrupt had the power to convey to a creditor his existing exemptions resulting in the exempt property not being property of the debtor or the debtors bankruptcy estate

assistant: The best answer is A. holding that a fraudulent transfer of property by a coconspirator constituted a willful and malicious injury under section 523a6 because the debtor transferred property without just cause in an attempt to place it beyond the reach of a creditor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The obligations imposed by Section 2 hereof shall not apply, or shall cease to apply, to any Confidential Information if or when, but only to the extent that, such Confidential Information: d. is independently developed by the Receiving Party, as evidenced by the written records thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or the Property (or any portion thereof), or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or the Property (or any portion thereof) is bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Property (or any portion thereof) is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to clause (xxiii) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof and (b) obligations under the Loan Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: covering “everybody in the United States” including “white men and white women and all Americans.” Id. at 2578. Congresswoman Griffiths, however, responded that when a qualified white woman is denied a job because she is a woman, she has no recourse without the amendment. Id. at 2579. To combat such discrimination, the House adopted Congressman Smith’s amendment, adding “sex” as a prohibited basis for discrimination. While Congress’ particular focus in amending Title VII to prohibit discrimination on the basis of “sex” was to ensure equal employment rights for women, the Supreme Court has interpreted the Act’s broad language to protect both men and women. See, e.g., Newport News Shipbuilding and Dry Dock Co. v. EEOC, 462 U.S. 669, 676, 103 S.Ct. 2622, 2627-28, 77 L.Ed.2d 89 (1983) (<HOLDING>). Examining the legislative history of the Options: A. holding that insurance plan that provided less extensive pregnancy benefits to married male employees than to married female employees discriminated against males in violation of title vii B. holding that white female had standing under title vii to challenge her employees alleged racial discrimination against blacks C. holding that individual employees are not liable under title vii D. holding that relief granted under title vii is against the employer not individual employees whose actions constituted a violation of title vii emphasis in original E. holding that an employers policy requiring female employees to make larger pension fund contributions than male employees was discriminatory on its face in violation of title vii

assistant: The best answer is A. holding that insurance plan that provided less extensive pregnancy benefits to married male employees than to married female employees discriminated against males in violation of title vii
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of this Security Agreement and any other documents or instruments to be executed and delivered by Grantor in connection herewith, do not and will not (a) require any consent, approval, authorization, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than filings or notices in connection with the Liens granted pursuant to his Security Agreement, or pursuant to federal or state securities laws or other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority except for such conflicts which would not result in a Material Adverse Effect, (ii) the articles of incorporation, bylaws or other organic document of Grantor, or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Grantor or any of its properties or assets except for such conflicts which would not result in a Material Adverse Effect; or (c) require, or result in, the creation or imposition of any Lien on any asset of Grantor, other than Liens in favor of Secured Party created pursuant to this Security Agreement and Permitted Liens.

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: To Seller’s Knowledge, Seller has filed all tax returns required to be filed with respect to the Assets, and paid in full all Taxes owed with respect to the Assets (whether or not shown on a Tax Return). To Seller’s Knowledge, there are no liens for Taxes on any of the Assets other than with respect to Taxes not yet due and payable. None of the Assets are (or will be as of the Closing Date) held in an arrangement (other than as may arise by virtue of Seller’s organizational or governing documents) that is treated as a partnership or any entity for federal, state or local income Tax purposes.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may at any time and from time to time , in our sole discretion , change the fees and charges , or add new fees and charges , in relation to any of the products .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All unvested rights under the Award shall become fully vested immediately upon the occurrence of either of the following events, provided such event occurs no later than twenty-four (24) months following the Change in Control (to the extent the Award has not otherwise become fully vested prior to such event): (i) you experience a Termination of Employment by Tyson without Cause or (ii) you resign from your employment on account of Good Reason. The Award will be settled in the cash value of the form of consideration received by shareholders of Tyson Foods, Inc.’s Class A common stock in connection with the Change in Control transaction, except as otherwise determined by the Committee or provided by the express terms of the documentation establishing the terms of the Change in Control.

assistant: Change In Control
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: schemes that took place between March 1997 and August 2005. We affirm on all counts. I. Quan moved for acquittal on the grounds of insufficient evidence to support a single, overarching conspiracy to commit bankruptcy fraud. We review the district court’s denial of the motion de novo. United States v. Marguet-Pillado, 560 F.3d 1078, 1081 (9th Cir.2009). We are required to view the evidence in the light most favorable to the prosecution, and determine whether any rational juror could have found the essential elements of the crime beyond a reasonable doubt. Id. Under a “factors analysis,” there is sufficient evidence for a reasonable juror to have determined that a single conspiracy linked the three bankruptcy schemes. See United States v. Zemek, 634 F.2d 1159, 1168 (9th Cir.1980) (<HOLDING>). Because a rational juror could also have Options: A. holding that a master conspiracy with subschemes to sell speed was a single conspiracy B. holding that the notion of enterprise conspiracy has largely rendered the old distinction between single conspiracy and multiple conspiracy irrelevant to rico conspiracy charges C. holding that single substantial act can support exercise of personal jurisdiction D. holding that a single conspiracy can be identified either by isolating various elements under the factors analysis or by aggregating evidence under the single agreement test E. holding that there was a sufficient basis for joinder of seven defendants in a single trial where all the defendants were charged with participation in a single overarching drug conspiracy

assistant: The best answer is D. holding that a single conspiracy can be identified either by isolating various elements under the factors analysis or by aggregating evidence under the single agreement test
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower ’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, one or more Notes in the aggregate principal amount of $500,000 for an aggregate purchase price of $475,000, which includes a 5% original issue discount. In addition, in consideration for the Purchaser’s execution and delivery of this Agreement, the Company shall issue to the Purchasers an aggregate of 250,000 pre-reverse split shares of Common Stock 1 (collectively, the “ Commitment Shares ”) on the Closing Date. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and Commitment Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Robinson Brog or such other location as the parties shall mutually agree.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the driver, Paul Roach. The rental contract stated that no other drivers were permitted. Ramirez was injured when Roach struck her with the rental car and she obtained a default judgment against him. Ramirez then sued State Farm in an attempt to recover the judgment. Ramirez first contends that the district court erred in holding that the rental car was not a “temporary substitute car” covered by the policy. A “temporary substitute car” as defined in the policy is a car replacing a car that is unable to be used. This rental car was intended to be an additional car to serve the convenience of the renter. It was not a “temporary substitute car” within the meaning of the policy. See State Farm Mut. Auto. Ins. Co. v. O’Brien, 14 Cal.3d 96, 98-99, 120 Cal.Rptr. 692, 534 P.2d 388 (1975) (<HOLDING>). Ramirez next contends that the district court Options: A. holding that surrounding drivers use of caution to avoid the appellants weaving vehicle did not render the weaving safe B. holding the drivers refusal to consent to search of automobile did not give rise to reasonable suspicion that vehicle contained narcotics C. holding that drivers decision to use alternate vehicle to avoid inconvenience of stopping at gas station did not render vehicle temporary substitute D. holding that conviction for unauthorized use of vehicle merges with conviction for theft of same vehicle E. holding automobile exeeption did not apply to warrantless search of vehicle where vehicle was not readily mobile because the vehicle was legally parked in parking lot occupants of vehicle were seated on a bench in the playground near the parking lot police officers surrounded the vehicle and the driver of the vehicle was handcuffed for safety purposes

assistant: The best answer is C. holding that drivers decision to use alternate vehicle to avoid inconvenience of stopping at gas station did not render vehicle temporary substitute
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 LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY BORROWERS, ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF AGENT). In Agent’s discretion, it may reserve for any Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Agent is sued by any receiver, trustee or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereby appoint _____________, ESQ., as Closing Agent to receive, deposit and distribute funds for the parties as set forth in this Contract. The parties agree that the Closing Agent shall prepare and obtain escrow instructions, closing documents and instruments evidencing the terms and conditions of this transaction as are required for the closing and conduct the closing and provide for recording of the documents. Buyer and Seller agree to execute said documents as are reasonably requested by the Closing Agent and each is to pay one-half (1/2) of Closing Agent's fees and Closing Agent’s expenses. In the absence of any agreement, between the parties, closing expenses such as judgment and lien searches, documentary stamp taxes and the recording of UCC-1 financing statements in County and State records will be allocated according to local custom. Documentary stamps, intangible tax, recording of the UCC-1’s and any other fees related to Buyers financing of the transaction shall be paid by the Buyer. Such expenses shall include a judgment and lien search, documentary stamp taxes and the recording of UCC-1 financing statements in County and State records. Such closing documents shall include Seller(s) and Buyer(s) Affidavits, Closing Agreement, Bill of Sale, Promissory Notes, Security Agreement, Closing Statements, and other documents as may be necessary, in the opinion of the Closing Agent, to effectuate the transaction. The parties agree that the Closing Agent shall not be representing either Seller or Buyer. All transferable taxes, insurance, licenses, rents, utilities and any other customarily prorated items shall be prorated as of the date of Closing.

assistant: Costs
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 termination of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement in accordance with Section 11.4 of the Security Agreement.

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 legal provision and list the applicable contract clause categories. Provision: All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which such Loan is made, and shall not accrue on such Loan, or any portion thereof, for the day on which such Loan or such portion is paid; provided that any such Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

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: In the event that the Participant remains in the continuous service of BB&T or an Affiliate as a Director from the Grant Date until the Participant’s death, the Award shall become fully vested as of the date of death without regard to the vesting schedule set forth in Section 3 herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has all corporate power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Loan Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Notes and the shares of Common Stock issuable upon conversion thereof (the “ Conversion Shares ” and, together with the Notes, the “ Securities ”). The Loan Documents, upon execution and delivery thereof by the Company, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principles.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If Purchaser determines to proceed with the purchase of the Property, then Purchaser shall, before the end of the Inspection Period, notify Seller and Escrow Agent in writing that Purchaser has approved all of the matters described in Section 3.2 (the “ Approval Notice ”). If for any reason whatsoever Purchaser determines, in Purchaser’s sole subjective discretion, that the Property or any aspect thereof is unsuitable for Purchaser’s acquisition during the Inspection Period, as applicable, Purchaser shall, if it desires, be entitled to give written notice (the “ Inspection Objection Notice ”) to Seller on or before the last day of the Inspection Period of any objectionable matters (the “ Inspection Objections ”). If Purchaser delivers an Inspection Objection Notice within the time period provided, Seller may elect to: (i) cure such Inspection Objections at any time prior to Closing or (ii) take no action with regard thereto. Seller shall give Purchaser written notice of Seller’s election within five (5) days after Seller’s receipt of an Inspection Objection Notice from Purchaser. Seller’s failure to provide such a notice within five (5) days shall be deemed to be Seller’s notice that it will take no action with respect to any matters which are the subject of Purchaser’s Inspection Objections. If Purchaser is dissatisfied with Seller's cure or election not to cure, Purchaser may either (i) elect to waive such Inspection Objections and proceed to Closing, or (ii) terminate this Agreement by delivering written notice to Seller within five (5) days of receiving notice of Seller’s election (or of the end of Seller’s period in which to so elect if no election is made by Seller) in which event Purchaser shall receive the entirety of the Deposit then held by Title Company, including any interest accrued thereon, regardless of the Inspection Period having then expired, the Agreement shall terminate and the Parties shall be relieved of any further liability or obligation hereunder except to the extent otherwise provided herein to survive termination. Purchaser shall be deemed to have elected to terminate this Agreement if either (a) Purchaser fails to timely deliver either the Approval Notice or Inspection Objection Notice as set forth herein; or (b) having delivered the Inspection Objection Notice, Purchaser fails to timely elect to waive such Inspection Objection(s) in writing as set forth herein. If this Agreement is terminated (or deemed terminated) pursuant to the foregoing provisions of this Section, or if Seller fails to complete a proposed cure to Purchaser’s reasonable satisfaction, then neither Party shall have any further rights or obligations hereunder (except for any indemnity obligations in Section 3.2 and 8.1 hereof), the Deposit, and all interest thereon, shall be returned to Purchaser and each Party shall bear its own costs incurred hereunder.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may not be changed or terminated orally. This Agreement shall be binding upon the Company and Purchaser and its successors and assigns. Neither the Company nor Purchaser shall not make any assignment of its rights under this Agreement, the Notes, the Warrants or other Transaction Documents or subject this Agreement, the Notes, the Warrants or other Transaction Documents or its rights hereunder to any lien or security interest of any kind whatsoever; and any such assignment, lien or security interest shall be absolutely void and unenforceable as against Purchaser. All agreements, representations and warranties made herein or in writing otherwise in connection herewith shall survive the issuance of the Notes and the Warrants.

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: This Agreement shall terminate automatically with respect to a Stockholder, without any notice or other action by any Person, upon the first to occur of (a) the valid termination of the Purchase Agreement in accordance with its terms, (b) the Closing, (c) the entry without the prior written consent of such Stockholder into any amendment or modification to the Purchase Agreement or any waiver of any of Public Company’s rights under the Purchase Agreement, in each case, that results in an increase in the Exchange Ratio (as defined in the Purchase Agreement on the date hereof), which, for clarification, shall not include any adjustment to the Exchange Ratio that may result from the mechanics set forth in the Purchase Agreement as such agreement exists on the date hereof, or (d) the mutual written consent of Private Company and such Stockholder. In the event of termination of this Agreement, this Agreement shall immediately become void and there shall be no liability or obligation on the part of any party hereto or their respective Representatives, stockholders or Affiliates; provided that, (i) any such termination shall not relieve any party hereto from liability for any material breach of any covenant or agreement set forth in this Agreement that is a consequence of any act, or failure to act, undertaken by the breaching party with the knowledge that the taking of such act, or failure to act, would result in such breach and (ii) the provisions of this Article IV (Miscellaneous) shall remain in full force and effect and survive any termination of this Agreement.

assistant: Terminations