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: Hallett should not have entered the intersection until it was apparent that all drivers were clear of his intentions and had yielded the right of way for safe passage.” 3. Alan Baxter Baxter gave deposition testimony that in his opinion, Hallett “did not proceed safely” through the intersection. He also stated that when Hallett entered the intersection against the light, he exhibited “reckless disregard” and “conscious indifference” for the safety of others. C. Analysis Sparks contends that the evidence establishes, or at least raises a fact issue, regarding whether Hallett acted recklessly or in conscious disregard of a high degree of risk of harm to others. We disagree. DPS’s undisputed evidence establishes that Trooper Hallett was res W.3d 695, 701-02 (Tex.App.-Austin 2005, no pet.) (<HOLDING>); Smith, 126 S.W.3d at 545-46 (holding evidence Options: A. holding prison official must have acted with reckless disregard for the inmates safety B. holding no evidence of reckless disregard for safety of others when officer entered intersection without stopping and witness did not hear brakes being applied C. holding witnesss statement that firefighter entered intersection without stopping and witness did not hear brakes being applied was not evidence of recklessness or conscious indifference D. holding that cjulpable negligence is negligence of a gross and flagrant character which evinces a reckless disregard for the safety of others E. holding officers failure to adhere to policy requiring emergency vehicles to come to complete stop and failure to remember looking both ways before entering intersection did not raise fact issue as to whether officer acted in conscious indifference to or reckless disregard for safety of others

assistant: The best answer is B. holding no evidence of reckless disregard for safety of others when officer entered intersection without stopping and witness did not hear brakes being applied
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No material authorizations, appraisals, permits, consents, approvals, franchises or licenses that have not been obtained are required under applicable law in connection with the execution, delivery and performance by Borrower of each Loan Document.

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: applies, with caution, a balancing test in which consideration is to be given in part to “the magnitude of the burden of guarding against [injury] and the consequences of placing that burden upon the defendant” (internal quotation marks and citation omitted)). {29} Further, under the circumstances in this case, we determine that reasonable minds could not differ on the issue of termination by Haar of the physician-patient relationship. The once-existing special relationship and ability to control Haar’s treatment disintegrated as a result of Haar’s failure after March 8, 2000, to seek Defendant’s assistance in any regard and Haar’s having chosen other mental health providers to handle his treatment and medication. See Millbaugh v. Gilmore, 30 Ohio St.2d 319, 285 N.E.2d 19, 21 (1972) (<HOLDING>); cf. Paradies v. Benedictine Hosp., 77 A.D.2d Options: A. holding that the special relationship exception does not apply to the relationship between a student and a school B. recognizing that a caregiver and patient relationship may be confidential C. holding that a psychiatrist had no duty to detain a patient who killed himself and injured his wife because the patient was outside of the scope of the facilitys range of observation and control even when the psychiatrist agreed to treat the patient the patient had suicidal tendencies and the psychologist took the patient into custody but then later permitted him to leave D. holding that the physicianpatient relationship terminated when the patient missed a scheduled appointment and did not see the physician again and that the relationship did not continue despite the fact the patient later secured a refill of a prescription that was prescribed during the relationship E. holding that no physicianpatient relationship between doctor who gave informal opinion over telephone at request of treating physician and minor patient whose case was discussed and thus doctor did not owe duty of care to patient

assistant: The best answer is D. holding that the physicianpatient relationship terminated when the patient missed a scheduled appointment and did not see the physician again and that the relationship did not continue despite the fact the patient later secured a refill of a prescription that was prescribed during the relationship
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 headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement. In this Agreement, the singular includes the plural, the plural includes the singular, the masculine gender includes both male and female referents, and the word “or” is used in the inclusive sense.

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: Cir.2008). If a defendant puts his intent and knowledge of a drug conspiracy in issue, the government can introduce evidence of a defendant’s prior similar acts to help prove its case. United States v. Banks, 706 F.3d 901, 906-07 (8th Cir.2013). Wiggins put his intent and knowledge at issue at trial, and thus, if the conviction was (1) relevant, (2) similar in kind and not too remote, (3) supported by evidence and (4) not substantially more prejudicial than probative, it was admissible under Rule 404(b). Id. Of these four, the only plausibly contested element is remoteness, but since the convictions were in 2000, and the current conspiracy conduct occurred in 2009, they are not too remote according to our precedent. See, e.g., United States v. Ironi, 525 F.3d 683, 688 (8th Cir.2008) (<HOLDING>). Accordingly the district court did not abuse Options: A. holding that prior drug convictions that were four ten and eleven years old were not so remote from the charged drug offenses as to render them inadmissible B. holding that prior distribution and possession convictions that were eight and ten years before the charged conduct occurred were not too remote C. holding that collateral crime that occurred twelve years prior to charged offense not too remote in time D. holding that eight years between prior convictions and the beginning of the charged conspiracy was not too remote E. holding that a six year span between the prior offense and the charged conduct did not render the previous conviction too remote to be relevant to the defendants intent in the case then at bar

assistant: The best answer is B. holding that prior distribution and possession convictions that were eight and ten years before the charged conduct occurred were not too remote
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Shares and such securities shall cease to be Shares when: (i) a registration statement with respect to the sale of such Shares shall have become effective under the Securities Act and such Shares shall have been disposed of in accordance with such registration statement; (ii) such Shares shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor provision); (iii) such Shares shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force or (iv) such Shares shall have ceased to be outstanding.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, insurance for such entities as was in effect as of the Closing Date, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Anything contained in this Lease to the contrary notwithstanding, the expiration or termination of the Term of the Lease, whether by lapse of time or otherwise, shall not relieve Tenant from Tenant's obligations accruing prior to the expiration or termination of the Term, all of which shall survive the same, whether or not same is expressly stated in the particular paragraph of this Lease, including, without limitation, Tenant's obligations with respect to: (i) the payment of Rent, (ii) any provisions of this Lease with respect to indemnities of Landlord made by Tenant; and (iii) the removal of all property of Tenant required to be removed hereunder and the repair of all damage to the Premises caused by such removal at the expiration or termination of this Lease to the extent required hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: asserting sovereign immunity under a separate provision of section 24-10-106(1)(e), by which a public entity retains immunity for "an injury caused by the natural condition of any unimproved property" ("the natural condition provision"). The parties subsequently stipulated that the improved campsite was a "public facility" but the trees adjacent to it originated on unimproved property. T8 The trial court determined that the "sole issue" was whether the trees adjacent to Burnett's campsite constituted a "public facility." In granting the State's motion to dismiss, the trial court conducted a two-part analysis to assess whether a pre-existing natural object, such as the tree, could be part of a "public facility." See Rosales v. City & Cnty. of Denver, 89 P.3d 507, 510 (Colo.App.2004) (<HOLDING>). The trial court held that the trees bordering Options: A. holding that if property is not property1 of the public entity then the public entity cannot be subject to suit under the dangerous condition waiver B. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public C. holding that a tree is part of a public facility if a public entity incorporates it into a facility in such a manner that it 1 becomes an integral part of the facility and 2 is essential for the intended use of the facility D. holding that the selection of the jury constitutes part of a public trial E. holding sba is an integral part of federal government and is not a separate legal entity

assistant: The best answer is C. holding that a tree is part of a public facility if a public entity incorporates it into a facility in such a manner that it 1 becomes an integral part of the facility and 2 is essential for the intended use of the facility
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 Executive shall not disparage the Company (or any affiliate) in any way that materially and adversely affects the goodwill, reputation or business relationships of the Company or the affiliate with the public generally, or with any of its customers, vendors or employees. The Company shall not (and shall use reasonable efforts to procure that its directors and officers, its affiliates and the respective directors and officers or such affiliates shall not) disparage the Executive in any way that materially and adversely affects him or his reputation. Notwithstanding the foregoing, this Section shall not prohibit either Party from rebutting claims or statements made by any other person.

assistant: Non-Disparagement
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 hereto hereby declare that it is impossible to measure in money the damages which will accrue to a party hereto by reason of the other party’s failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable by either party hereto. If a party hereto institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

assistant: Specific Performance
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: are simply not inconsistent, and the civil rule barring contempt as a sanction applies. This should resolve the issue. ¶27 The majority implicitly recognizes the lack of inconsistency between the SVP statute and the civil rules when it states, “CR 37(b)(2)(D) conflicts with the statutory contempt authority granted under [the contempt statute,] chapter 7.21 RCW. Therefore, chapter 7.21 RCW controls.” Majority at 693. The majority therefore looks beyond the statutes specific to SVP proceedings to see if there is a conflict between the civil rules and any statute of general applicabili rom civil (not criminal) rules, this court has moved rapidly to ensure those rules do not apply to those accused of being an SVP either. See In re Det. of Turay, 150 Wn.2d 71, 74 P.3d 1194 (2003) (<HOLDING>). Unfortunately the trend continues today and Options: A. recognizing collateral attack on void order B. holding that 60day time limit for notice of appeal in civil cases not 10day limit in criminal cases applies to 2255 proceedings C. recognizing bankruptcy courts jurisdiction over such a collateral attack D. holding that a judgment as to the title in a prior litigation was not subject to collateral attack E. holding the one year timelimit on collateral attack in criminal cases applies to svp proceedings

assistant: The best answer is E. holding the one year timelimit on collateral attack in criminal cases applies to svp proceedings
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 capitalized term which is defined in the Credit Agreement or the Guaranty and Collateral Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement or the Guaranty and Collateral Agreement, as applicable and as amended by the Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except to the extent otherwise expressly provided therein, this Agreement and each other Loan Document shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without regard to conflict of law principles that would result in the application of any Law other than the Laws of the State of New York (other than any mandatory provisions of the Uniform Commercial Code of the State of New York relating to the Law governing perfection and the effect of perfection of the security interests granted under the Loan Documents), provided however , that if and only to the extent that any security interest granted to the Administrative Agent for the benefit of the Creditors pursuant to this Agreement or any other Loan Document shall be deemed exempt from the provisions of Article 9 of the Uniform Commercial Code of the State of New York by virtue of Borrower being a governmental entity, then such security interest shall be governed by the corresponding provisions of Article 9 of the Tribe’s Uniform Commercial Code, as adopted by the UCC Ordinance. Borrower and each other party hereto each hereby consents to the application of New York civil law to the construction, interpretation and enforcement of this Agreement and the other Loan Documents, and to the application of New York civil law to the procedural aspects of any suit, action or proceeding relating thereto, including but not limited to legal process, execution of judgments and other legal remedies, except for any procedural matters governed by or relating to the conduct of arbitration under Section 5.05 . This Agreement and the other Loan Documents to which Borrower is a party are each “Contracts of the Tribal Gaming Authority” within the meaning of Section 1 of Article XIII (entitled “Tribal Gaming Authority Amendment”) of the Constitution.

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: In the event you breach the terms of Section 6 of this Agreement, you acknowledge and agree that you shall forfeit any remaining amounts due to you under this Section 5 other than your Termination Entitlement. The Company’s rights contained in this Section 5.9 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity.

assistant: Forfeitures
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: commerce are only incidental,” and where the burden imposed on interstate commerce is not “clearly excessive in relation to the putative local benefits.” Pike v. Bruce Church, Inc., 397 U.S. 137, 142, 90 S.Ct. 844, 25 L.Ed.2d 174 (1970). “[T]he practical effect of the statute must be evaluated not only by considering the consequences of the statute itself, but also by considering how the challenged statute may interact with the legitimate regulatory regimes of other States and what effect would arise if not one, but many or every, State adopted similar legislation.” Healy, 491 U.S. at 336, 109 S.Ct. 2491. Finally, there exist unique aspects of commerce that demand national treatment. See, e.g., Wabash, St. L. & P. Ry. Co. v. Illinois, 118 U.S. 557, 7 S.Ct. 4, 30 L.Ed. 244 (1886) (<HOLDING>). SB 6251 likely violates the dormant commerce Options: A. holding railroad regulation requiring random drug testing without particularized suspicion to be reasonable in light of connection to public safety B. holding that a railroad operated and owned by the federal government was immune from antitrust liability C. holding railroad rate exempt from state regulation D. recognizing a selfevaluative privilege to railroad companys investigation of an accident in light of the publics stake in the improvement of railroad safety E. holding negligence per se not applicable to violation of railroad commission regulation

assistant: The best answer is C. holding railroad rate exempt from state 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 case excerpt and choose the best holding from the options. Case excerpt: 965 (2008); State v. Mendoza, 157 Wn.2d 582, 587, 590-91,141 P.3d 49 (2006); In re Pers. Restraint of Isadore, 151 Wn.2d 294, 297-98, 88 P.3d 390 (2004). 11 In fact, St. Pierre explicitly stated that “some errors which result in per se prejudice on direct review will also be per se prejudicial on collateral attack ....” St. Pierre, 118 Wn.2d at 329. 12 I note the majority’s attempt to distance itself from this position. Majority at 598 n.3. The majority is correct to do that. As discussed below, however, the majority’s analysis could be used to conflate harmless error review of constitutional issues with harmless error review of nonconstitutional issues. 13 See generally Arizona v. Fulminante, 499 U.S. 279, 309-11, 111 S. Ct. 1246, 113 L. Ed. 2d 302 (1991) (Rehnquist, C.J., concurring) (<HOLDING>). 14 Accord. Kyles v. Whitley, 514 U.S. 419, Options: A. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt B. holding admission of coerced confession to he a classic trial error similar in both degree and kind to the erroneous admission of other types of evidence and thus reviewable for harmlessness C. holding that even the admission of a coerced confession may be harmless error and noting that the central purpose of a criminal trial is to decide the factual question of the defendants guilt or innocence D. holding that we would not review a claim of error regarding the admission of evidence when the defendant stipulated to its admission at trial E. holding that a new trial was the remedy for erroneous admission of rule 404b evidence

assistant: The best answer is B. holding admission of coerced confession to he a classic trial error similar in both degree and kind to the erroneous admission of other types of evidence and thus reviewable for harmlessness
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 consideration of the payments and benefits provided to the Executive under the Employment Agreement and after consultation with counsel, the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (collectively, the “ Releasors ”) hereby irrevocably and unconditionally release and forever discharge the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (“ Releasees ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “ Claims ”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, Viacom (as defined in the Employment Agreement) or any subsidiaries or affiliated companies and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof and relates to your employment with Viacom; provided, however, that the Executive does not release, discharge or waive any rights to (i) payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Agreement or otherwise expressly survive termination thereof; (ii) rights provided under that certain letter dated October 31, 2016 among the Executive, the Company and Viacom; and (iii) any indemnification rights the Executive may have in accordance with the Company’s governance instruments or under any director and officer liability insurance maintained by the Company with respect to liabilities arising as a result of the Executive’s service as an officer and employee of the Company.

assistant: Releases
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 Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. To the extent any provision of, or legal issue relating to, this Plan is not fully preempted by federal law, such issue or provision shall be governed by the laws of the Commonwealth of Virginia.

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: policy, any loss payable under Coverage A or B will be paid to the mortgagee and you, as interests appear. If more than one mortgagee is named, the order of payment will be the same as the order of precedence of the mortgages. Plaintiff was clearly identified as “contract holder” on the declaration page of the policy. Under the “Mortgage Clause,” plaintiff, as “contract holder” standing in a substantially similar position as a mortgagee, is entitled Ins Ass’n, 111 Mich App 393, 397; 314 NW2d 635 (1981) (determining that the policy’s standard mortgage clause provided coverage for the mortgagee’s interest in the insured property even when the mortgagee acquired fee title to the property); Federal Nat’l Mortgage Ass’n v Ohio Casualty Ins Co, 46 Mich App 587, 589-590; 208 NW2d 573 (1973) (<HOLDING>); Davis v Michigan Basic Property Ins Ass’n, Options: A. holding that where the policy names only the directors or officers as insured the proceeds are not property of the estate B. holding that an ownedproperty exclusion did not apply with respect to property that the insured bought only after the policy periods for which the insured sought coverage C. holding that erisa benefits are not property of the estate D. holding that in contrast to foreclosure of a mortgage secured by personal property foreclosure of real property under a deed of trust need hot be at a commercially reasonable sale and the failure to conduct a commercially reasonable foreclosure sale of real property is not actionable E. holding that the mortgagees foreclosure on the insured property did not extinguish its right to recover benefits under the policy covering the property

assistant: The best answer is E. holding that the mortgagees foreclosure on the insured property did not extinguish its right to recover benefits under the policy covering the property
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: Isiain Johnsonmarin appeals the district court’s denial of his motion to suppress evidence and the district court’s non-mandatory condition of supervised release. We have jurisdiction under 18 U.S.C. § 3742 and 28 U.S.C. § 1291, and we affirm in part and reverse and remand in part. Johnsonmarin argues on appeal that the district court erred in denying his motion to suppress evidence from a searched vehicle because Johnsonmarin was not a recent occupant of the vehicle. We disagree. The circumstantial evidence reasonably supports the conclusion that Johnsonmarin was a recent occupant of the vehicle, and therefore the search-incident-to-arrest exception to the warrant requirement applies. See Arizona v. Gant, 556 U.S. 332, 351, 129 S.Ct. 1710, 173 L.Ed.2d 485 (2009) (<HOLDING>). Johnsonmarin argued that the police officers Options: A. holding that an officer may search a suspects vehicle incident to a lawful arrest B. holding new jersey constitution prohibits search of auto incident to arrest where occupant removed from vehicle and secured elsewhere C. holding police incident to arrest of occupant of automobile may search entire passenger compartment of vehicle D. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle E. holding that the vehicle of a recent occupant may be searched incident to arrest as an exception to the warrant requirement where it is reasonable to believe the vehicle contains evidence of the offense of arrest

assistant: The best answer is E. holding that the vehicle of a recent occupant may be searched incident to arrest as an exception to the warrant requirement where it is reasonable to believe the vehicle contains evidence of the offense of arrest
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 and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2 nd )Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

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: On and subject to the terms of the Purchase Agreement, (a) the Seller hereby sells, assigns, grants, conveys and transfers to Buyer all of Seller’s right, title and interest in, to and under the Purchased Assets and (b) the Seller hereby assigns and transfers to the Buyer the Assumed Liabilities.

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 Employment Agreement shall be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Employment Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by the Executive (except by will or by operation of the laws of intestate succession or by Executive notifying the Company that cash payment be made to an affiliated investment partnership in which Executive is a control person) or by the Company, except that Company may assign this Employment Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of Company, if such successor expressly agrees to assume the obligations of Company hereunder. The Executive may not assign this Employment Agreement without the prior written consent of the Company. The Company may assign its rights without the written consent of the executive, so long as the Company or its assignee complies with the other material terms of this Employment Agreement. The rights and obligations of the Company under this Employment Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company, and the Executive’s rights under this Agreement shall inure to the benefit of and be binding upon his heirs and executors.

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: Any notice or other communication required or permitted to be given or made under this Agreement (i) shall be in writing, (ii) may be delivered by hand delivery, First Class U.S. Mail (regular, certified, registered or expedited delivery), FedEx, UPS Overnight, Airborne or other nationally recognized delivery service, fax, or electronic transmission, and (iii) shall be delivered or transmitted to the appropriate address as set forth herein. Each notice or other communication shall be delivered or addressed to a party at its address set forth below. A party’s address for notice may be changed from time to time by notice given to the other party.

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: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: determination of the rights of the parties, though the postponement may be burdensome to the plaintiff.” (citing, among other cases, Virginian Ry. Co. v. Sys. Fed’n No. 40, 300 U.S. 515, 552, 57 S.Ct. 592, 81 L.Ed. 789 (1937) (clarifying that even private controversies, to the extent they may seriously impair service to the public, are a matter of public concern))) (footnote omitted). Plaintiff also seeks permanent injunctive relief. The test for a permanent injunction is almost identical to that for a temporary restraining order or preliminary injunction, but rather than the likelihood of success on the merits, a permanent injunction requires actual success on the merits. See Amoco Prod. Co. v. Vill. of Gambell, Alaska, 480 U.S. 531, 546 n. 12, 107 S.Ct. 1396, 94 L.Ed.2d 542 (1987) (<HOLDING>). In PGBA LLC v. United States, the Federal Options: A. holding it is an abuse of discretion to grant a preliminary injunction because difficult legal issues are present without even considering likelihood of success B. holding that the standard for permanent injunction is the same as that for preliminary injunction with the one exception being that the plaintiff must show actual success on the merits rather than likelihood of success C. holding that when the district court applies the wrong preliminary injunction standard this court may review the record to determine whether the injunction is justified D. holding that the movant had to establish both of the first two factors ie likelihood of success and irreparable harm to receive a preliminary injunction E. holding candidates for judicial office were entitled to preliminary injunction of expenditure limit given likelihood of success on the merits irreparable harm and lack of public interest in enforcing a law that curtailed political speech

assistant: The best answer is B. holding that the standard for permanent injunction is the same as that for preliminary injunction with the one exception being that the plaintiff must show actual success on the merits rather than likelihood of success
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 under this Note shall be given in writing and shall be deemed effectively given upon personal delivery or three business days following deposit with the United States Post Office, by registered or certified mail, return receipt requested, postage prepaid, or sent by confirmed delivery via overnight courier (e.g., FedEx., etc.) addressed to the address of the receiving party set forth on the signature page hereto, or at such other address as the recipient shall have furnished in writing in accordance with this Section 6 .

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: All limited partnership action on the part of such TCV Holder necessary for the authorization, execution, delivery and performance by such TCV Holder of this Agreement, and the consummation of the transactions contemplated hereby, has been taken. This Agreement has been duly and validly executed by such TCV Holder, and, upon delivery hereof by such TCV Holder, will constitute a valid and binding obligation of such TCV Holder enforceable against such TCV Holder in accordance with its terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts of Massachusetts or in the federal courts located in the state of Massachusetts. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . EACH PARTY 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 UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY . The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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: All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII and the provisions of the Fee Letter shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. Notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, in the event that, in connection with the refinancing or repayment in full of the credit facilities provided for herein, an Issuing Bank shall have provided to the Administrative Agent a written consent to the release of the U.S. Revolving Lenders or Sterling Revolving Lenders, as applicable, from their obligations hereunder with respect to any Letter of Credit issued by such Issuing Bank (whether as a result of the obligations of the Borrower (and any other account party) in respect of such Letter of Credit having been collateralized in full by a deposit of cash with such Issuing Bank or being supported by a letter of credit that names such Issuing Bank as the beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement and the other Loan Documents, and the applicable Revolving Lenders shall be deemed to have no participations in such Letter of Credit, and no obligations with respect thereto, under Section 2.05(e) or (f).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to benefit those individuals who were either unaware of their injuries or prevented from discovering them. See Cart, 188 W.Va. at 244-45, 423 S.E.2d at 647-48; Gaither, 199 W.Va. at 713, 487 S.E.2d at 908 (recognizing that “discovery rule has its origins in the fact that many times an injured party is unable to know of the existence of any injury or its cause”). When this Court augmented the app as not been vitiated with the Court’s modification of the rule’s application. Where a plaintiff knows of his injury, and the facts surrounding that injury place him on notice of the possible breach of a duty of care, that plaintiff has an affirmative duty to further and fully investigate the facts surrounding that potential breach. See Harrison v. Davis, 197 W.Va. 651, 478 S.E.2d 104 (1996) (<HOLDING>). In this case, had the most basic and routine Options: A. holding that plaintiffs failure to prove decedents death was caused by the wrongful acts of the defendant precludes any recovery of wrongful death damages under mississippis wrongful death statute B. recognizing cause of action for wrongful death C. holding that discovery rule applied to wrongful death action predicated on medical malpractice D. holding that plaintiff mothers failure to exercise reasonable diligence in discovering injuries associated with the birth and wrongful death of her daughter precluded tolling of statute of limitations by discovery rule E. holding that decedents daughter was necessary party to maryland wrongful death action

assistant: The best answer is D. holding that plaintiff mothers failure to exercise reasonable diligence in discovering injuries associated with the birth and wrongful death of her daughter precluded tolling of statute of limitations by discovery rule
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: Effective as of the Effective Date, you shall be paid on a bi-weekly basis at an annual base rate of $455,000.00, subject to tax and other withholdings as required by law, to be paid in accordance with the Company’s standard payroll practices. Your base salary will be reviewed annually by the Compensation Committee of the Board for potential increase (but not decrease).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower shall pay to the Bank fees (the “Revolving Commitment Fees”) in an amount determined by applying a rate of 0.30% per annum to the average daily Unused Revolving Commitment during the period from and after the date hereof to and including the Termination Date. Such Revolving Commitment Fees are payable in arrears on the dates on which interest is payable pursuant to Section 2.5.

assistant: Fees