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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants shall receive an Award, (ii) the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee), (iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date or dates on which an Award vests (including acceleration of vesting), (vi) the form of any payment to be made pursuant to an Award, (vii) the terms and conditions of an Award (including the forfeiture of the Award, and/or any financial gain, if the Holder of the Award violates any applicable restrictive covenant thereof), (viii) the Restrictions under a Restricted Stock Award, (ix) the number of Shares which may be issued under an Award, (x) Performance Goals applicable to any Award and certification of the achievement of such goals, and (xi) the waiver of any Restrictions or Performance Goals, subject in all cases to compliance with applicable laws. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion may deem relevant.

assistant: Powers
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 rights and obligations of each Party which by their nature survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including Clauses 10-13 and 16 (to the extent relevant).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller shall indemnify Buyer and hold Buyer harmless from any actual out-of-pocket loss, cost or expense (including, without limitation, attorneys’ fees and disbursements of outside counsel) that Buyer may sustain or incur as a consequence of (i) default by Seller in repurchasing any Purchased Asset on the proposed Early Repurchase Date, after Seller has given written notice in accordance with Article 3(f) , (ii) any payment of the Repurchase Price on any day other than a Remittance Date, including Breakage Costs, (iii) a default by Seller in selling Eligible Assets after Seller has notified Buyer of a proposed Transaction and Buyer has agreed in writing to purchase such Eligible Assets in accordance with the provisions of this Agreement, (iv) Buyer’s enforcement of the terms of any of the Transaction Documents, (v) any actions taken to perfect or continue any Lien created under any Transaction Documents, and/or (vi) Buyer entering into any of the Transaction Documents or owning any Purchased Item. A certificate as to such costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by Buyer to Seller in writing and shall be prima facie evidence of the information set forth therein, absent manifest error.

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: Promptly after any Authorized Officer of any Loan Party has knowledge of any action, suit or proceeding by or before any arbitrator or Official Body against or affecting the Borrower or any of its Subsidiaries as to which there is a reasonable likelihood of an adverse determination with respect to the Borrower or any of its Subsidiaries and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Congress, of course, remains free to establish a uniform definition of PMSI applicable to cases governed by the hanging paragraph. 2 . Several federal circuit cases from the 1980s addressed the treatment of overloaded PMSIs in bankruptcy, with respect to the anti-avoidance provision in § 522(f). See In re Billings, 838 F.2d at 408 (suggesting that an obligation can "be considered only partly a purchase money debt," and therefore a security interest can still be considered a PMSI with respect to the portion that is not overloaded (emphasis added)); Pristas v. Landaus of Plymouth, Inc. (In re Pristas), 742 F.2d 797, 801 (3d Cir.1984) (adopting "pro tanto preservation of purchase-money security interests,” but invalidating overloaded portions of PMSIs); In re Matthews, 724 F.2d at 801 (<HOLDING>). 3 . The Fourth Circuit has suggested that Options: A. holding that a purchase money security in jewelry was not lost when the perfected purchase money security interest was consolidated with a subsequent retail installment contract B. holding that when a creditor refinances a purchase money obligation the pmsi is extinguished C. recognizing that an action will lie for conversion of money when its identification is possible and there is an obligation to deliver the specific money in question or otherwise particularly treat the specific money D. holding that in georgia pursuant to 9107 of the ucc refinancing of a promissory note transforms the obligation thereby destroying purchase money nature of the security interest therefore the creditor lost its purchase money security interest pmsi in a television set when the loans were consolidated and lien was avoidable id 89 br 264 18 bcd 58 E. holding that under minnesota law refinancing and consolidation of purchase money loans did not destroy their purchase money character for bankruptcy lien avoidance purposes

assistant: The best answer is B. holding that when a creditor refinances a purchase money obligation the pmsi is extinguished
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 all or any part of this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other portion of this Agreement. Any section or a part of a section declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of the section to the fullest extent possible while remaining lawful and valid.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: record of each person whose name was referred to it. 10 U.S.C. § 628(c)(1) (2000). The SSBs that declined to promote Richey on his corrected military record submitted reports to the Secretary that met these certification requirements. (J.A. 201-07). The SSB reports certified that “[t]he board, acting under oath and having in view the special fitness of an officer and the efficiency of the Army, has carefully considered the record of every officer whose name was furnished to it under Section 628, Title 10.” (J.A. at 201, 205) (emphasis added). The court could not require the SSBs to meet additional reporting requirements beyond those that were mandated by the statute. See Vt. Yankee Nuclear Power Corp. v. Natural Res. Def. Council, 435 U.S. 519, 548, 98 S.Ct. 1197, 55 L.Ed.2d 460 (1978) (<HOLDING>). To be sure, even when the statutory Options: A. holding that court may not impose procedural requirements on agency decisionmaking that go beyond those of the administrative procedure act B. holding that even if the minimum mandatory exceeds the statutory maximum the court must impose the minimum mandatory C. holding that an order by the trial court remanding the cause to the agency to impose a sanction other than the one imposed by the agency was not a final and appealable order because it did not terminate the litigation between the parties on the merits D. holding that a court cannot impose procedural re quirements on an agency beyond the minimum requirements imposed by statute E. holding that the requirements of explanation and consideration of alternatives do not impose additional procedural requirements upon an agency in contravention of vermont yankee

assistant: The best answer is D. holding that a court cannot impose procedural re quirements on an agency beyond the minimum requirements imposed by statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All taxes, duties and other amounts assessed (excluding tax based on net income and franchise taxes) on Client-supplied Materials, services or Product prior to or upon provision or sale to Catalent or Client, as the case may be, are the responsibility of Client, and Client shall reimburse Catalent for all such taxes, duties or other expenses paid by Catalent or such sums will be added to invoices directed at Client, where applicable.

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 case excerpt and choose the best holding from the options. Case excerpt: that “[t]his rule may not apply ... when the members act in their official capacity and perform public duties” but noted that here, “all acts are performed in its corporate capacity and are in no sense related to their duties as state officers.” Id. Thus, the holding in Florida State Bd. of Admin. v. Alliance Capital Mgmt., L.P., that FSBA had brought the case “in its official capacity as a state agency carrying out one of its statutory purposes,” does not answer the question whether the FSBA may be a citizen of Florida under the test set out in Moor. No. 02 Civ. 1104, 2003 WL 22719563, at *1-2 (Fla. Cir. Ct., Leon Cty. Jan. 21, 2003). 31 . State v. Division of Bond Fin. of the Dep’t of Gen. Servs., 278 So.2d 614, 616 (Fla.1973). Accord Alliance Capital Mgmt., 2003 WL 22719563, at *1-2 (<HOLDING>). In addition, the FSBA's Corporate Governance Options: A. holding that the state police is a state agency B. holding that the state board of administration is charged with investing and reinvesting funds of the state retirement system and is clearly an agency as defined by section 1190112 florida statutes C. holding that a state agency created under state law was a state actor D. holding that ijnterpretations of statutes by bodies charged with their administration are given great weight unless clearly erroneous E. holding a suit against an agency of the state is a suit against the state

assistant: The best answer is B. holding that the state board of administration is charged with investing and reinvesting funds of the state retirement system and is clearly an agency as defined by section 1190112 florida statutes
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 invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and effect.

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: It is the express intention and agreement of the parties hereto that the provisions of Section 8 hereof shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Holdings will, and will cause each of the Subsidiaries to, pay and discharge promptly when due all material Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all material lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided , however , that such payment and discharge shall not be required with respect to any such Tax or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and Holdings or the applicable Subsidiary shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation or Tax and enforcement of a Lien and, in the case of any Material Hotel Real Property, there is no risk of forfeiture of such property.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, be determined invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be deemed valid and fully enforceable to the extent permitted by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Brooks v. Wright, 971 P.2d 1025, 1027 (Alaska 1999); Interior Taxpayers Ass'n v. Fairbanks North Star Borough, 742 P.2d 781, 782 (Alaska 1987)). 9 . Pebble Ltd. P'ship, 215 P.3d at 1073 ("[Xnitia-tives touching upon the allocation of public revenues and assets require careful consideration because the constitutional right of direct legislation is limited by the Alaska Constitution." (quoting Anchorage Citizens for Taxi Reform, 151 P.3d at 422) (internal quotation marks omitted)). 10 . Id. (citing Anchorage Citizens for Taxi Reform, 151 P.3d at 422). 11 . Id. (quoting Anchorage Citizens for Taxi Reform, 151 P.3d at 422) (internal quotation marks omitted). - 12 . Id. (quoting Anchorage Citizens for Taxi Reform, 151 P.3d at 423) (internal quotation marks omitted). 13 . See id. at 1073-74 (<HOLDING>). 14 . Id. at 1074-75 (citing Anchorage Options: A. holding that waters in utah are of two classes private and public and title to public waters is in the public all are equal owners that is have coequal rights therein B. recognizing the importance of public welfare and conservation of water in administering its public waters C. recognizing that public utilities affect the public interest in that they render essential public services to a large number of the general public D. holding that the waters of the state are a public asset and noting that this court has previously determined that public land public revenue a municipallyowned utility and wild salmon are all public assets that cannot be appropriated by initiative footnotes omitted E. holding that public meeting did not satisfy public participation requirement because public did not receive adequate notice

assistant: The best answer is D. holding that the waters of the state are a public asset and noting that this court has previously determined that public land public revenue a municipallyowned utility and wild salmon are all public assets that cannot be appropriated by initiative footnotes omitted
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: Tenant’s indemnifications of Landlord set forth in the Lease shall also apply to Tenant’s construction of the Tenant Improvements as described in this Work Letter. With regard to Tenant’s indemnification, the same shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant’s non-payment of any amount, in connection with the Tenant Improvements and/or Landlord’s disapproval of all or any portion of any request for payment, except to the extent caused by any omission, fault, negligence or other misconduct of the Landlord.

assistant: Indemnity
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 term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law and public policy in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

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: The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided , however , that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled to a demand registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of the effectiveness of the registration statement in accordance with FINRA Rule 5110(f)(2)(H)(iv).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Effective Date, the Company will pay Executive an annual salary in an amount determined by the Compensation Committee of the Board (the “Committee”) as compensation for Executive’s services (such annual salary, as is then effective, to be referred to herein as “Base Salary”). Executive’s initial Base Salary shall be at the rate of Eight Hundred Twenty Five Thousand and 00/100 ($825,000)(less applicable withholdings) per year. The Base Salary will be paid periodically in accordance with the Company’s normal payroll schedule and practices and be subject to the usual, required withholdings. Executive’s salary will be subject to review by the Committee not less than annually, and adjustments will be made in the discretion of the Committee.

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: Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to 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: case of In re White, No. 02-10378 (Bankr.N.D.W.Va. May 2, 2002), the court determined that a foreclosure sale was not complete so long as the debtor retained a legal interest in that property. White, however, never cited § 541(d) and assumed that the foreclosure sale could be avoided even though no party had brought an avoidance action to set aside the sale. 2 . In this regard, the Debtor has attempted to conjure an unsecured claim in his case by requesting that he be permitted to file a single unsecured claim — after expiration of the claims bar date — on behalf a creditor. See infra, Part 11(D). 3 . The reasonable value of property sold at foreclosure is deemed to be the amount realized at the sale. BFP v. Resolution Trust Corp., 511 U.S. 531, 114 S.Ct. 1757, 128 L.Ed.2d 556 (1994) Options: A. holding that consideration received from a noncollusive real estate mortgage foreclosure sale conducted in conformance with applicable state law is an exchange for reasonably equivalent value B. holding the real estate sale proceeds C. holding that a mortgage transfer does not take effect until the mortgagee gives value in exchange for the mortgage D. holding that the new jersey real estate licensing act is applicable to the sale of a company through a stock sale E. 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

assistant: The best answer is A. holding that consideration received from a noncollusive real estate mortgage foreclosure sale conducted in conformance with applicable state law is an exchange for reasonably equivalent value
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the official knows of and disregards an excessive risk to inmate health or safety”); Cortez v. Skol, 776 F.3d 1046, 1050 (9th Cir. 2015) (discussing requirements for failure-to-protect claim). The district court correctly granted summary judgment against Brown with respect to his excessive force claims against defendants Shodahl and Cluever. Relying in part on video evidence of this incident, the district court found that Brown failed to raise any genuine disputes of material fact. Viewing the evidence, including the video recording of the incident, in the light most favorable to Brown, he failed to raise a triable dispute as to whether Shodahl and Cluever maliciously and sadistically used force against him. See Hudson v. McMillian, 503 U.S. 1, 7, 112 S.Ct. 995, 117 (L.Ed.2d 156 1992) (<HOLDING>); Furnace v. Sullivan, 705 F.3d 1021, 1026 (9th Options: A. holding that malicious or sadistic use of force with intent to harm violates the eighth amendment B. holding that under 521 the coercive force applied against a plaintiff must result in an interference with a separate constitutional or statutory right and it is not sufficient that the right interfered with is the right to be free of the force or threat of force that was applied C. holding that under whitley a prison guard is permitted to use deadly force in a good faith effort to maintain or restore discipline D. holding that inquiry as to whether officers are entitled to qualified immunity for use of excessive force is distinct from inquiry on the merits of the excessive force claim E. holding that the core judicial inquiry in resolving an eighth amendment excessive force claim is whether force was applied in a goodfaith effort to maintain or restore discipline or maliciously and sadistically to cause harm

assistant: The best answer is E. holding that the core judicial inquiry in resolving an eighth amendment excessive force claim is whether force was applied in a goodfaith effort to maintain or restore discipline or maliciously and sadistically to cause harm
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 representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment, and no investigation by the Agent or the Lenders shall affect the representations and warranties or the right of the Agent and the Lenders to rely upon them. If any representation or warranty made in this Amendment is false in any material respect as of the date made or deemed made, then such shall constitute an Event of Default under the Credit Agreement, as amended hereby.

assistant: Warranties
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 net proceeds of the issuance and sale of the Common Stock hereunder shall be used by the Company for working capital and general corporate purposes. Proceeds received pursuant to this Agreement shall be immediately available to the Company for its use.

assistant: Use Of Proceeds
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: in addition , to the extent permitted by applicable law , we ( including our parent , subsidiaries , and affiliates , and our and their officers , directors , agents and employees ) are not liable , and you agree not to hold us responsible , for any damages or losses ( including , but not limited to , loss of money , goodwill or reputation , profits , other intangible losses , or any special , indirect , or consequential damages ) resulting directly or indirectly from : the content you provide ( directly or indirectly ) using the services ; your use of or your inability to use our services ; pricing , shipping , format , or other guidance provided by ebay ; delays or disruptions in our services ; viruses or other malicious software obtained by accessing or linking to our services ; glitches , bugs , errors , or inaccuracies of any kind in our services ; damage to your hardware device from the use of any ebay service ; the content , actions , or inactions of third parties , including items listed using our services or the destruction of allegedly fake items ; a suspension or other action taken with respect to your account or breach of the abusing ebay section above ; the duration or manner in which your listings appear in search results as set out in the listing conditions section above ; or your need to modify practices , content , or behavior , or your loss of or inability to do business , as a result of changes to this user agreement or our policies .

assistant: Limitation of liability
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: Consultant shall be reimbursed for expenses reasonably and necessarily incurred by him in connection with the performance of his services under this Agreement, in accordance with the Bank’s policies and procedures applicable from time to time with respect to consultants. Consultant shall furnish the Bank with appropriate documentation required by the Internal Revenue Code and regulations thereunder or otherwise reasonably required under the Bank’s policies in connection with such expenses.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: absence of ... (3) a “special relationship” existing between the parties ... recovery of purely economic loss is foreclosed.”).) He asserts he has such a special relationship with Maserati because Maserati had “reason to know or expect the particular purposes for which the vehicle was purchased by Plaintiffs [sic] (i.e., transportation of Plaintiff and his family).” (Dkt. 22 at 15.) Plaintiff misunderstands the special relationship exception to the economic loss doctrine. The underlying purpose of the special relationship exception is to define particular “circumstances in which a party has a duty of care to avoid imposing economic losses on third parties.” Mega RV Corp. v. HWH Corp., 225 Cal.App.4th 1318, 1340, 170 Cal.Rptr.3d 861 (2014), as modified on denial of reh’g (May 20, 2014) (<HOLDING>); see also J’Aire Corp. v. Gregory, 24 Cal.3d Options: A. holding owner of limited liability company may be personally liable to third party if owner acts as agent for company and fails to disclose existence and identity of principal B. holding there is no continuing duty to repair or recall C. holding owner of company qualified as an employer due to inter alia his authority to hire and fire employees and overall financial control of company D. holding that a manufacturer is under a duty to instruct a distributor E. holding that rv repair company which repaired rv for owner did not have a duty to manufacturer of hydraulic components

assistant: The best answer is E. holding that rv repair company which repaired rv for owner did not have a duty to manufacturer of hydraulic components
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, the Executive shall receive an annual base salary at the rate of $383,398 (the “ Annual Base Salary ”), subject to applicable income tax and other legally required withholding and any deductions that the Executive voluntarily authorizes in writing. The Executive’s Annual Base Salary shall be reviewed at least annually by the Compensation Committee of the Board (the “ Committee ”) pursuant to its normal performance review policies for senior executives. The Committee may, but shall not be required to, increase the Annual Base Salary at any time for any reason. The term “ Annual Base Salary ” as utilized in this Agreement shall refer to the Annual Base Salary as it may be so increased from time to time. The Annual Base Salary shall not be reduced at any time, including after any such increase, and any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.

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: No ERISA Event has occurred or is reasonably expected to occur that, when taken individually or together with all other such ERISA Events, would reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan, if such Plan or Plans were to be terminated, (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan allocable to such accumulated benefit obligations.

assistant: Erisa
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: Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, and subject to the limitations described in Section 6.12, ( i ) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral and ( ii ) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Collateral Documents.

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: Employer shall indemnify Executive (and, upon Executive’s death, Executive’s heirs, executors and administrators) to the fullest extent permitted by law against all expenses, including reasonable attorneys’ fees, court and investigative costs, judgments, fines and amounts paid in settlement (collectively, “ Expenses ”) reasonably incurred by Executive in connection with or arising out of any pending, threatened or completed action, suit or proceeding in which Executive becomes involved by reason of Executive’s having been an officer or director of Employer. The indemnification rights provided for herein are not exclusive and shall supplement any rights to indemnification that Executive may have under any applicable bylaw or charter provision of Employer, or any resolution of Employer, or any applicable statute.

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: Except as otherwise set forth in these Award Terms, the Performance Share Units shall vest in accordance with the provisions of the Employment Agreement and the “Schedule for Vesting” set forth on Exhibit A-1 hereto. Each Performance Share Unit, upon vesting thereof, shall entitle the holder thereof to receive one Common Share (subject to adjustment pursuant to Section 10 hereof).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we can not guarantee that digital content ratings will always be accurate , nor can we promise that you will not find some material harmful , offensive , indecent or objectionable .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise expressly provided herein, all representations warranties, agreements and covenants contained in this Agreement shall survive the execution hereof and shall remain in full force and effect until the earliest to occur of (a) the payment in full of the Note, and (b) the conversion of the principal and accrued and unpaid interest and all other amounts owing under the Note into common stock of Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has all necessary power and authority to execute, deliver, and perform in accordance with the terms thereof, the Loan Documents to which it is a party. Borrower and Subsidiaries have all requisite power and authority to own and operate their Property and to carry on their businesses as now conducted. Borrower and Subsidiaries have obtained all material licenses, material permits, material approvals and other material authorizations necessary for the operation of their business.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the 4:30 p.m. scheduled ending point. The court imposed no limitation on the scope of cross-examination, but cautioned counsel that time was of the essence and to “use [his] time however [he] deem[ed] appropriate”. Additionally, although counsel objected to being stopped at 5:04 p.m., he did not request additional time or attempt, in any way, to then make arrangements to have the witness return the following day. Based upon the circumstances, the court did not abuse its broad discretion in holding Plaintiff to the agreed-upon schedule. ¶ 17 Additionally, to merit reversal, a party “must show they incurred some harm as a result of [a] court’s time limitations.” Brown, 194 Ariz. at 91, ¶ 30, 977 P.2d at 813; see also State v. Dunlap, 187 Ariz. 441, 450, 930 P.2d 518, 527 (App.1996) (<HOLDING>). Defendant argues that, in order to Options: A. holding that proof of prejudice is generally a necessary but not sufficient element of a due process claim and that the due process inquiry must consider the reasons for the prejudice quoting united states v lovasco 431 us 783 790 97 sct 2044 52 led2d 752 1977 B. recognizing that inmates have a right to receive legal advice from other inmates only when it is a necessary means for ensuring a reasonably adequate opportunity to present claimed violations of fundamental constitutional rights to the courts quoting bounds v smith 430 us 817 825 97 sct 1491 52 led2d 72 1977 C. holding petitioner must demonstrate error and substantial prejudice to prevail on a due process claim D. holding petitioner must show prejudice to prevail on due process claim E. holding that an alien must show error and substantial prejudice in order to prevail on a due process claim

assistant: The best answer is A. holding that proof of prejudice is generally a necessary but not sufficient element of a due process claim and that the due process inquiry must consider the reasons for the prejudice quoting united states v lovasco 431 us 783 790 97 sct 2044 52 led2d 752 1977
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Wyoming with the requisite power and authority to own, operate and lease Buyer’s properties and to carry out Buyer’s business as now conducted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares and Indebtedness contemplated hereby shall take place at a closing (the “ Closing ”) to be held at the offices of Magri Law, LLC in Fort Lauderdale, FL, or at such other place or on such other date as Buyer and Seller may mutually agree upon in writing within two (2) business days after the date on which all of the conditions and obligations of the Parties as set forth in this Agreement shall have been substantially satisfied in all material respects or otherwise duly waived, or on such other date and at such other place and date as the Buyer and the Seller may hereafter agree upon in writing (such date of the Closing being referred to herein as the “ Closing Date ”).

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: for untruthfulness); State v. Hall, 120 Conn.App. 191, 991 A.2d 598, 604 (2010) (allowing misdemeanor convictions if defendant "open[s] the door to the admission of the evidence”); State v. Bergerud, 155 Idaho 705, 711-12, 316 P.3d 117 (Idaho Ct.App.2013) (allowing "inquiries into specific instances of the witness's conduct during cross-examination of that witness if the conduct is probative of truthfulness or untruthfulness" but barring "evidence of the misdemeanor conviction itself”); Allen v. Commonwealth, 395 S.W.3d 451, 463-64 (Ky.2013) (allowing "simple inquiry” about the conduct involved in a misdemeanor conviction, “so long as a proponent does not attempt to prove the conduct involved ... by extrinsic evidence”); State v. Martin, 279 Mont. 185, 926 P.2d 1380, 1389 (1996) (<HOLDING>); Butler v. State, 120 Nev. 879, 102 P.3d 71, Options: A. holding that the admission of a report was not hearsay because it was not offered to prove its truth but to impeach the veracity of the witnesss direct testimony B. holding no confrontation right violation where the district court limited crossexamination to basic information about the witnesss convictions and prohibited inter alia descriptions of the witnesss conduct during the incidents leading to his convictions emphasis added C. holding that crossexamination about whether witness previously provided false information clearly was admissible as probative of the witnesss veracity D. holding that limitation on scope and breadth of crossexamination did not significantly curtail effectiveness of witness crossexamination because crossexamination was lengthy and extensive E. holding that a trial witnesss testimony as to the credibility of another witness was prejudicial error

assistant: The best answer is C. holding that crossexamination about whether witness previously provided false information clearly was admissible as probative of the witnesss veracity
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: Assuming, arguendo, that the trial court erred by denying Ellis access to the requested documents (an issue we need not and do not decide), Ellis would be unable to demonstrate fundamental unfairness. Ellis acknowledges that his several attempts at trial to discuss V.W.’s behavioral problems and mental history were met with objections by the State, all of which were sustained. [Appellant’s Brief, p. 52] Ellis has not claimed error in the exclusion of this evidence. The denial of discovery on a subject about which no evidence was permitted to be introduced at trial is not fundamentally unfair. Point Three on appeal is denied. Conclusion The trial court’s judgment of conviction and imposition of sentence is affirmed. All concur. 1 . State v. Lammers, 479 S.W.3d 624, 632 (Mo. banc 2016) (<HOLDING>). 2 . Mother testified at trial that Ellis Options: A. holding that in reviewing sufficiency of the evidence claims we view the evidence in the light most favorable to the government and draw all reasonable inferences and credibility choices in favor of the jurys verdict B. holding that an appellate court viewing the evidence and all inferences of fact in light most favorable to nonmoving party can affirm a directed verdict only where no proper view of the evidence could sustain a verdict in favor of the nonmoving party C. holding that in reviewing sufficiency of evidence in juvenile adjudication the appellate court considers the evidence most favorable to the judgment and the reasonable inferences drawn therefrom and affirms if those inferences constitute substantial evidence D. holding that an appellate court considers all evidence in the light most favorable to the verdict and grants the state all reasonable inferences E. holding that in reviewing whether there is sufficient evidence to support a conviction we view the evidence in the light most favorable to the government and draw all reasonable inferences and credibility choices in favor of the jurys verdict

assistant: The best answer is D. holding that an appellate court considers all evidence in the light most favorable to the verdict and grants the state all reasonable inferences