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: Each of the Loan Parties hereby irrevocably and absolutely waives any defenses, claims, counterclaims and setoffs and releases the Administrative Agent, the L/C Issuer and the Lenders from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal laws or otherwise, which such Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever relating to to this Amendment, the Credit Agreement, or any other Loan Document, arising from the beginning of time to and including the date hereof, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

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 case excerpt and choose the best holding from the options. Case excerpt: the debtor, thus effectuating the fresh start policy of the Code. These considerations, however, ‘are applicable only to honest debtors.’ ” In re Van Horne, 823 F.2d 1285, 1287 (8th Cir. 1987). In the Eighth Circuit, a creditor proceeding under § 523(a)(2)(A) must prove the following elements: (1) the debt- or made representations; (2) at the time made, the debtor knew them to be false; (3) the representations were made with the intention and purpose of deceiving the creditor; (4) the creditor justifiably relied on the representations; and, (5) the creditor sustained the alleged injury as a proximate result of the representations having been made. In re Ophaug, 827 F.2d 340, 342 n. 1 (8th Cir.1987), as modified by Field v. Mans, 516 U.S. 59, 74-75, 116 S.Ct. 437, 133 L.Ed.2d 351 (1995) (<HOLDING>). Plaintiff has satisfied the first three Options: A. holding that in fraud and nondisclosure claims a plaintiff must show actual and justifiable reliance B. holding standard under section 523a2a is justifiable reliance C. holding no justifiable reliance as a matter of law D. holding that 523a2a requires justifiable but not reasonable reliance E. holding that a creditors reliance under 523a2a need only be subjectively justified and not objectively reasonable

assistant: The best answer is D. holding that 523a2a requires justifiable but not reasonable reliance
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 and each of the Appendices hereto constitute and contain the entire understanding and Agreement of the Parties respecting the subject matter of this Agreement and cancels and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings and Agreements between the Parties, whether oral or written, regarding such subject matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The financial statements and other information concerning Carvana delivered by or on behalf of Carvana to VMRE are true, correct and complete in all material respects, and no material adverse change has occurred with respect to the information provided in any such financial statements, or other information provided to VMRE since the date such financial statements and other information were prepared or delivered to VMRE. Carvana understands that VMRE is relying upon such financial statements and information and Carvana represents that such reliance is reasonable. All such financial statements were prepared in accordance with generally accepted accounting principles consistently applied and accurately reflect, as of the date of such statements, the financial condition of each entity to which they pertain.

assistant: Financial Statements
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 and conditioned upon Assignees’ payment of certain amounts to Assignor as provided in Section 2 hereof on the Effective Date, the Borrower and Assignees entering into the Exchange Agreement, and for other good and valuable consideration, (a) Assignor hereby assigns, transfers, and conveys to Assignees all of Assignor’s right, title and interest in, to and arising under the Assigned Assets and Assignees hereby accepts the same in the amounts set forth on Schedule A , and (b) Assignees hereby assume and agree, jointly and severally, to be bound by all of Assignor’s obligations arising under the Assumed Obligations.

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: The Borrowers and their Subsidiaries, taken as a whole, are solvent such that: (a) the fair value of their assets (including without limitation the fair salable value of the goodwill and other intangible property of the Borrowers and their Subsidiaries) is greater than the total amount of their liabilities, including without limitation, Guaranty Obligations, (b) the present fair salable value of their assets (including without limitation the fair salable value of the goodwill and other intangible property of the Borrowers and their Subsidiaries) is not less than the amount that will be required to pay the probable liability on their debts as they become absolute and matured, and (c) they are able to realize upon their assets and pay their debts and other liabilities and commitments (including Guaranty Obligations) as they mature in the normal course of business. The Borrowers, taken as a whole, (a) do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay as such debts and liabilities mature, and (b) are not engaged in a business or transaction, or about to engage in a business or transaction, for which their property would constitute unreasonably small capital after giving due consideration to the prevailing practice and industry in which they are engaged.

assistant: Solvency
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 harm inflicted” must fail. (Id. 15.) To the extent that CIH argues it lost the opportunity to settle tax claims under the Brazilian government’s amnesty program “rather than risk payment of substantial interest and penalties,” (PL Mem. 15), this argument is purely speculative and does not demonstrate prejudice, as BT may ultimately win all of the pending tax claims. See Starr v. Sony BMG Music Entm’t, 592 F.3d 314, 321 (2d Cir.2010) (stating that “[f]actual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact)” (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955)); U.S. Bank Nat’l Assoc. v. Stewart Title Ins. Co., 37 A.D.3d 822, 832 N.Y.S.2d 223 (2d Dep’t 2007) (<HOLDING>). Accordingly, CIH has failed to allege that it Options: A. holding that the plaintiffs liability to the defendant was absolved as a result of the bankruptcy order and the defendants were barred from collecting debts from property of the plaintiffs B. holding that plaintiffs were no more likely than the average citizen to be victims of future attacks and so their claimed injury was purely speculative C. holding that defendants allegations of prejudice on ground that plaintiffs allegedly untimely notice prevented defendant from participating in foreclosure action so as to mitigate its liability and protect its interests were purely speculative D. holding that the trial court committed no abuse of discretion in denying the appointment of the defendants requested expert as there was no undue prejudice to the defendant because the defendants claim on the predicted effect of the experts testimony was purely speculative E. holding that the defendants had received sufficient notice where the original defendants and the newly added defendants shared an identity of interests and were represented by attorneys who were involved in the litigation from its inception

assistant: The best answer is C. holding that defendants allegations of prejudice on ground that plaintiffs allegedly untimely notice prevented defendant from participating in foreclosure action so as to mitigate its liability and protect its interests were purely speculative
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To the actual knowledge of Borrower, upon completion of the Work in accordance with the Plans and Specifications, the Project and the use, occupancy and operation thereof for their intended purposes will not violate any Applicable Laws, any contractual arrangements with third parties, or any covenants, conditions, easements, rights of way or restrictions of record affecting the Project. Neither Borrower nor any agent thereof has received any written notice alleging any such violation, which violation has not previously been cured. To the actual knowledge of Borrower, upon completion of the Work in accordance with the Plans and Specifications, the Project will be in full compliance and conformity with all zoning requirements, including without limitation, those relating to setbacks, height, parking, floor area ratio, fire lanes and percentage of land coverage, and will not be a non-conforming or special use. No right to any off-site facilities will be necessary to insure compliance by the Project with all Applicable Laws.

assistant: Compliance With 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: sanctions under either Bankruptcy Rule 9011 “or under its inherent power.” Scott was provided additional notice at the hearing on the motion to remand, held nearly two months prior to the hearing on the sanctions motion. The bankruptcy court expressed its serious suspicions of Scott’s conduct, noting that the “timing of [the notice of removal] is very difficult to ignore;” the circumstances of the removal caused “red lights” to go on; and the court got the “impression ... there’s something else going on and it’s not something that’s a good thing.” NIAP’s filings and the court’s comments provided Scott adequate notice that his notice of removal was alleged to be sanctionable and his actions alleged to be conducted in bad faith. See In re DeVille, 361 F.3d 539, 549-50 (9th Cir.2004) (<HOLDING>). Moreover, Scott had ample opportunity to Options: A. holding that trial court erred by imposing sanctions against attorney without notice and hearing but error was cured by attorneys subsequent challenge to sanctions B. holding that the bankruptcy court has the inherent power to award sanctions for badfaith conduct in a bankruptcy court proceeding C. holding that adequate notice was given where the court expressed its suspicions of the disputed conduct prior to imposing sanctions even though the court failed to specify in advance that its inherent power would be the basis for the sanctions D. holding that due process rights were not violated by the district court failing to expressly articulate that it was imposing sanctions pursuant to its inherent power E. recognizing the federal courts ability to impose inherent power sanctions on parties

assistant: The best answer is C. holding that adequate notice was given where the court expressed its suspicions of the disputed conduct prior to imposing sanctions even though the court failed to specify in advance that its inherent power would be the basis for the sanctions
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: under the FLSA by drivers of vehicles weighing 10,001 pounds or less. (Mem. in Supp. of Consol. Mo., p. 35) Drivers of vehicles weighing over 10,001 pounds remain exempt from the FLSA’s overtime requirements. (Id.) FedEx argues that because these five Plaintiffs did not drive vehicles under 10,-001 pounds after the June 6, 2008 enactment of the TCA, their claims are barred by the MCA exemption. In response, Plaintiffs argue that FedEx is a “hybrid motor carrier,” because it employs drivers with vehicles weighing both over and under 10,001 pounds. “When mixed activities occur, and employees are asked to operate both commercial and on-commercial vehicles during their course of employment, the employees’ coverage under the FLSA is favored.” (Rev. Mem. in Opp., p. 39) (citi D.Kan.2009) (<HOLDING>). As the Seventh Circuit explained, “[dividing Options: A. recognizing that in 1982 kentucky converted to a new title system for motor vehicles under which the secured creditor must perfect its security interest by noting the lien on the certificate of title to the motor vehicle B. holding statute requiring dealers to keep records of all motor vehicles acquired as junk is lawful C. holding that the mere presence of a few commercial motor vehicles in a companys fleet does not render all of its drivers exempt from overtime pay D. holding that a summons directed to the commissioner of motor vehicles was defective process as against a nonresident defendant in an action arising out of operation of a motor vehicle in this state E. holding the purpose of a checkpoint was valid when officers stopped vehicles to look for any violations on the vehicles such as drivers license equipment or inspection

assistant: The best answer is C. holding that the mere presence of a few commercial motor vehicles in a companys fleet does not render all of its drivers exempt from overtime pay
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: Following the end of the vesting period for a Phantom Stock Award (or at such other time as the applicable Award Agreement may provide), the holder of a Phantom Stock Award shall be entitled to receive payment of an amount, not exceeding the maximum value of the Phantom Stock Award, based on the then vested value of the Award. Payment of a Phantom Stock Award may only be made in Ordinary Shares. Payment shall be made in a lump sum or in installments as prescribed by the Committee in an Award Agreement. Cash dividend equivalents may be paid with respect to a Phantom Stock Award, subject to the same vesting and forfeiture terms as the Phantom Stock Award, as determined by the Committee.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its Subsidiaries are currently in compliance in all material respects with all Laws related to the employment of labor, including those related to wages, hours, collective bargaining, terms and conditions of employment, discrimination in employment and collective bargaining, equal opportunity, harassment, immigration, disability, workers’ compensation, unemployment compensation, occupational health and safety and the collection and payment of withholding. The classification of each of their employees as exempt or nonexempt has been made in all material respects in accordance with applicable Law. No liability for termination notice or severance has been incurred with respect to any service providers of the Company or any of its Subsidiaries under the Worker Adjustment and Retraining Notification Act as a result of an act or event occurring prior to the Closing.

assistant: Compliance With 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: THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 10.14, 10.15 (b) and 10.16 of the AMENDED Credit Agreement are hereby incorporated by reference, mutatis mutandis .

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: Pa.R.A.P. 3781(a). After the Liquidator issued a notice of determination (NOD) that allowed the claim at priority level (e) for benefits paid under a reinsurance policy, and disallowed the claim for post-judgment interest, AIGA filed an objection in accordance with Pa.R.A.P. 3781(c). AIGA asserted that the entire amount, including the post judgment interest, should be allowed and assigned priority level (b). This Court assigned a referee, who opined that, in Pennsylvania, the characterization of the Reliance policy as either direct insurance or reinsurance is governed by the recent decision in CSAC Excess Insurance Authority v. Reliance Insurance Co., (Pa.Cmwlth., No. 1 REL 2007, filed November 8, 2012) (single judge opinion), aff'd, 621 Pa. 424, 78 A.3d 1058 (2013) (per curiam order) (<HOLDING>). The referee rejected as waived AIGA’s Options: A. holding a prior case was not precedent on an issue when the issue was not contested B. holding that issue in motion for rehearing is waived if original brief is not sufficient to acquaint the court with the issue and does not present an argument that would allow the court to decide the issue C. holding that a challenge to the weight of the evidence is waived for failure to present the issue first to the trial court D. holding that a policy nearly identical to that at issue in the present case was reinsurance E. holding that claim preclusion did not apply even though the legal theory at issue in that case was addressed in a previous case because the case at issue was based on a different set of operative facts

assistant: The best answer is D. holding that a policy nearly identical to that at issue in the present case was reinsurance
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 the foregoing reasons, we conclude that the trial court was without jurisdiction to try defendant on the larceny charge and that it erred in denying defendant’s motion to dismiss the felony breaking or entering charge. Because there was sufficient evidence to sustain a conviction for misdemeanor breaking or entering, we remand for entry of judgment and resentencing on that offense. VACATED, in part; REVERSED, in part; and REMANDED. Judges STEPHENS and McCULLOUGH concur. 1 . See, e.g., State v. Cook, 242 N.C. 700, 703, 89 S.E.2d 383, 385 (1955) (evidence sufficient to preclude inference where the defendant did not flee when discovered, explained that he was looking for a particular person, and left when requested), State v. Moore, 62 N.C. App. 431, 434, 303 S.E.2d 230, 232 (1983) (<HOLDING>), State v. Humphries, 82 N.C. App. 749, 751, Options: A. holding that evidence of the same rather unusual name that the former conviction was in same county and city as the present case where evidence showed defendant lived and that the character of offenses was the same was sufficient to establish identity B. holding that the rule 404b evidence admitted to prove intent was clearly relevant because intent was at issue in the trial C. holding that a defendant owed no duty to a plaintiff with regard to the safekeeping of evidence because there was no promise by the defendant or its employees to inspect or safeguard the evidence for the plaintiffs benefit and destruction of physical evidence was not criminal because destruction was innocent and designed to ensure the safety of the defendants employees D. holding that the evidence was insufficient to show intent to steal if the evidence showed only possession of the materials as a normal incident of employment E. holding that there was sufficient evidence of innocent intent where both the states and defendants evidence showed that the defendant was coerced at knifepoint to enter

assistant: The best answer is E. holding that there was sufficient evidence of innocent intent where both the states and defendants evidence showed that the defendant was coerced at knifepoint to enter
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 Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the Applicant has the capacity to enter into a binding contract); because all or part of the Applicant’s income derives from any public assistance program; or because the Applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is the Bureau of Consumer Financial Protection, 1700 G Street NW, Washington DC 20006.

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: The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a senior financial officer or such other officer acceptable to the Administrative Agent of the Borrower and each Guarantor certifying that, before and after giving effect to the initial Revolving Borrowings made hereunder on the Effective Date, the Borrower and each such other Guarantor is Solvent (assuming with respect to each Guarantor, that the fraudulent conveyance savings language contained in the Guaranty applicable to such Guarantor will be given full effect).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Signatures to this Agreement, any amendment hereof and any notice given hereunder, transmitted electronically submitted (whether by email or facsimile) shall be valid and effective to bind the Party so signing. Each Party agrees to promptly deliver an executed original of this Agreement (and any amendment hereto) with its actual signature to the other Party, but a failure to do so shall not affect the enforceability of this Agreement (or any amendment hereto), it being expressly agreed that each Party to this Agreement shall be bound by its own electronically submitted signature (whether by email or facsimile) and shall accept the electronically submitted signature (whether by email or facsimile) of the other Party to this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Wn.2d 896, 902, 748 P.2d 1118 (1988). 20 Although the Board did not explicitly adopt a five acre bright-line rule, such a rule was implicit in its decision because of the way the issue regarding rural densities was framed. The Board framed the issue as to whether the County’s comprehensive plan failed to comply with the GMA by allowing “development at densities of greater than one unit per five acres when this board has determined that such densities fail to comply with the GMA.” AR at 2546. 21 See Bremerton, 1995 GMHB LEXIS 384, at *102 (adopting a bright-line urban density of a minimum of four dwelling units per acre); Vashon-Maury v. King County, No. 95-3-0008, 1995 GMHB LEXIS 428, at *149, 1995 WL 903209 (Cent. Puget Sound Growth Mgmt. Hr’gs Bd. Final Dec. and Order Oct. 23,1995) (<HOLDING>); Yanisch v. Lewis County, No. 02-2--0007c, Options: A. holding that an acceleration clause is not subject to antitrust scrutiny where plaintiffs conceded that they could be procompetitive in some circumstances but noting that noag clauses are subject to antitrust scrutiny B. holding a mandatory sentence is still subject to constitutional scrutiny C. holding densities of one dwelling unit per 10 acres or less is rural and greater densities are subject to increased scrutiny D. holding market supply factors of 25 percent or less are presumed reasonable while factors exceeding 25 percent will be subject to increased scrutiny E. holding racebased affirmative action subject to strict judicial scrutiny and noting that to the extent if any that fullilove held federal racial classifications to be subject to a less rigorous standard it is no longer controlling

assistant: The best answer is C. holding densities of one dwelling unit per 10 acres or less is rural and greater densities are subject to increased scrutiny
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: See Abdi, 463 F.3d at 557 n.13; Khan, 324 F.Supp.2d at 1187. D. The Court Must Suppress any Derivative Evidence Obtained as a Result of Pacheco’s Unlawful Seizure Under the “Fruit of the Poisonous , Tree” Doctrine. Because Pacheco’s warrantless arrest violated 8 U.S.C. § 1357(a)(2) and the Fourth Amendment, the Court must suppress any “evidence later discovered and found to be derivative of [that] illegality” under the exclusionary rule as “so-called [tainted] ‘fruit of the poisonous tree.’ ” See Utah v. Strieff, — U.S. —, 136 S.Ct. 2056, 2061, 195 L.Ed.2d 400 (2016) (quotation omitted); Brown v. Illinois, 422 U.S. 590, 600-05, 95 S.Ct. 2254, 45 L.Ed.2d 416 (1975) (discussing the attenuation doc-triné); Wong Sun v. United States, 371 U.S. 471, 484-85, 83 S.Ct. 407, 9 L.Ed.2d 441 (1963) (<HOLDING>). The “exclusionary rule” serves as the primary Options: A. holding that may is still controlling in north carolina in light of united states v pataneus 159 l ed 2d 667 124 s ct 2620 2004 in which the us supreme court held that the fruit of the poisonous tree doctrine did not apply to physical evidence discovered as a result of statements made by the defendant when no miranda warning was given B. holding that fruit of the poisonous tree doctrine applies to both physical evidence and verbal statements C. holding that a suspect may invoke his miranda right to counsel only with respect to written statements while still permitting verbal statements without qualification D. recognizing doctrine E. holding the confrontation clause applies only to testimonial statements

assistant: The best answer is B. holding that fruit of the poisonous tree doctrine applies to both physical evidence and verbal statements
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 is personal to Sponsor and no rights or obligations may be assigned by Sponsor without the prior written consent of Dartmouth, except to a successor in connection with the merger, consolidation, or sale of all or substantially all of its assets or equity or that portion of its business to which this Agreement relates; provided, however, that this Agreement shall immediately terminate if the proposed assignee fails to agree in writing to be bound by the terms and conditions of this Agreement on or before the effective date of the assignment.

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 case excerpt and choose the best holding from the options. Case excerpt: the PSLRA’s more rigorous standard. Plaintiffs’ allegations regarding Daou’s “pipeline” expectations, however, fail to satisfy the PSLRA’s requirements. The complaint alleges that Daou misrepre-_ sented its “pipeline” expectations, stating that its position was “extremely strong” and “remained healthy and would fuel future earnings growth,” that “visibility of future earnings was outstanding,” and that the company’s “momentum was increasing.” Although these projections might have been overly optimistic when made, they do not rise to the level of a material misrepresentation actionable after enactment of the PSLRA: Congress enacted the PSLRA to put an end to the practice of pleading “fraud by hindsight.” See e.g., Medhekar v. United States Dist. Ct., 99 F.3d 325, 328 (9th Cir.1996) (<HOLDING>). Silicon Graphics, 183 F.3d at 988. Under the Options: A. holding that it was an abuse of discretion for the district court at the summary judgment stage to consider information from an affidavit based on inadmissible hearsay rather than the affiants personal knowledge B. holding the defendant responsible for the greater of the actual or intended loss C. holding that scienter had not adequately been pled where the plaintiffs provided none of the required facts underlying the complaints allegations as to the information that was supposedly available to the individual defendants D. holding that there is a duty to defend if any of the complaints allegations fall within the risk covered by the policy E. holding that congress intended for complaints under the pslra to stand or fall based on the actual knowledge of the plaintiffs rather than information produced by the defendants after the action has been filed

assistant: The best answer is E. holding that congress intended for complaints under the pslra to stand or fall based on the actual knowledge of the plaintiffs rather than information produced by the defendants after the action has been filed
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 accordance with the provisions of Section 12.2, Steadfast shall reaffirm each of the representations and warranties set forth in Section 9.1, subject to Steadfast’s right to update such representations and warranties by written notice to Blackstone in the Steadfast Closing Certificate as a result of changes as a result of events occurring after the Effective Date; provided that updates set forth on the Steadfast Closing Certificate shall not be taken into account for purposes of determining whether the condition set forth in Section 12.2.1 has been satisfied, but shall instead have effect only for the purpose of limiting Steadfast’s indemnification obligations under Section 15.4. If the Closing occurs, Blackstone agrees that Steadfast shall have no liability with respect to any inaccuracies with respect to the representations and warranties made in this Agreement or in any other document executed and delivered by Steadfast or any Property Owner to the extent that (x) such inaccuracies gave rise to the ability of Blackstone to terminate this Agreement pursuant to Section 12.2 and (y) prior to Closing (i) Olivia Hamlet or Jenny Wang has actual knowledge of such inaccuracies, or (ii) except with respect to any Fundamental Steadfast Representation, information that contradicts any such representation or warranties, or renders any such representation or warranties untrue was Disclosed to Blackstone, and Blackstone nevertheless consummated the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: 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 this Agreement or 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, the 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 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.

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: 17-8-75 refers to trial court’s independent duty, after defense counsel’s objection, to rebuke the prosecutor, give an appropriate curative instruction, or grant a mistrial in the event that the prosecutor has injected into the case prejudicial statements on matters outside of the evidence). 28 O’Neal, supra at 223 (2) (citations and punctuation omitted). 29 Arrington v. State, 286 Ga. 335, 346 (16) (a) (687 SE2d 438) (2009); see Collins v. State, 289 Ga. 666, 668 (2) (715 SE2d 136) (2011) (“Despite the improper questioning by the prosecutor, reversal of the conviction is not warranted, where there is overwhelming evidence of guilt or overwhelming evidence refuting the defendant’s claim of [an affirmative defense].”) (citations omitted); O’Neal, supra. 30 See Collins, supra at 667-669 (<HOLDING>); see also O’Neal, supra; Arrington, supra. 31 Options: A. holding the error harmless in light of the overwhelming evidence of guilt B. holding that while the prosecutors question was improper in light of the overwhelming evidence there was no reversible error in the denial of defendants motion for mistrial C. holding the denial of a proper question is always reversible error D. holding that prosecutors remarks were harmless in light of overwhelming evidence against defendants E. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt

assistant: The best answer is B. holding that while the prosecutors question was improper in light of the overwhelming evidence there was no reversible error in the denial of defendants motion for mistrial
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: at Nusbaum’s residence. Because the officers did not deliver and Nusbaum did not accept the package, the condition was not met and the warrant was invalid. ¶13 But the State argues that delivery of the package is irrelevant because the issuing magistrate had probable cause to believe “there would be evidence of the drug order in the house.” Br. of Resp’t at 5. We disagree. ¶14 Probable cause to believe that a man has committed a crime on the street does not necessarily give rise to probable cause to search his home. Thein, 138 Wn.2d at 148 (citing State v. Dalton, 73 Wn. App. 132, 140, 868 P.2d 873 (1994)). And an officer’s general conclusions about drug dealers’ habits are, standing alone, insufficient to justify a search of a suspected drug dealer’s home. Thein, 138 Wn.2d at 148-49 (<HOLDING>); see also State v. Olson, 73 Wn. App. 348, Options: A. holding that a determination of probable cause does not bar a state law malicious prosecution claim where the claim is based on the police officers supplying false information to establish probable cause B. holding that consent searches do not require probable cause to justify the search of a home C. holding that broad generalizations do not alone establish probable cause D. holding that the accrual of attorneys fees alone is sufficient to establish cause E. holding that under fourth amendment standards for determining probable cause for arrest and probable cause for search and seizure are same

assistant: The best answer is C. holding that broad generalizations do not alone establish probable cause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of this Agreement, the Registration Rights Agreement and the Exemption Letter has been duly and validly authorized, executed and delivered by such Investor. Each of this Agreement and the Exemption Letter is valid, binding and enforceable against such Investor in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought and (iii) with respect to the rights to indemnity or contribution hereunder, federal and state securities laws and public policy considerations.

assistant: Enforceability
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: contract case. The amount of money involved was substantial — over $1,000,000. The skill required in identifying and addressing the issues was high, and the partner involved has extensive experience and is highly respected in the legal community. Plaintiff prevailed on some of the issues but lost others. Of the issues decided by the court (after Defendant agreed that Plaintiff was entitled to some benefits), the court concludes that both parties had a reasonable basis for raising and contesting the issues. As noted above, between the payments voluntarily made by Defendant ($510,000) and the court’s entry of judgment ($25,-000), Plaintiff recovered approximately half of the damages he sought. See Wolf v. Mut. Benefit Health & Accident Ass’n, 188 Kan. 694, 366 P.2d 219, 227 (1961) (<HOLDING>). Based on this percentage of recovery and the Options: A. holding that a trial courts judgment must comply with the statutory requirement that the judgment contain written findings of fact and conclusions of law B. holding that courts must look to the state that rendered the judgment to determine whether the courts of that state would afford the judgment preclusive effect C. holding that no judgment can be rendered against defendant who cannot be held liable D. holding that a claim for interest on a money judgment did not accrue until the judgment was rendered which was the date on which the trial court issued its order E. holding that a settlement constitutes a confession of judgment which would satisfy ksa 40256s requirement that a judgment be rendered

assistant: The best answer is E. holding that a settlement constitutes a confession of judgment which would satisfy ksa 40256s requirement that a judgment be rendered
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 the SSA makes an exception to the normal merit system selection practice for individuals who are on an “outstanding scholar” list. Roseman testified that he, and others with hiring capacity, were told that if they were going to use the outstanding scholar program, it could only be used to hire black candidates. On one occasion, Roseman wanted to hire a white candidate from the list, and was told that he could not select her; he further testified that a fellow field director was also told he could not select a white male he had wanted to hire. See Brown v. Muhlenberg Twp., 269 F.3d 205, 212 n. 5 (3d Cir.2001) (allowing the court to consider sworn testimony as the equivalent of an affidavit). See also id. (citing Williams v. Borough of West Chester Pa., 891 F.2d 458 (3d Cir.1989) (<HOLDING>) (citation omitted)). Accordingly, we hold that Options: A. holding that hearsay in affidavit which would be inadmissible in evidence at trial could not be considered on motion for summary judgment B. holding that hearsay evidence may be considered on summary judgment if the same evidence would be admissible in another form at trial C. holding that evidence in an inadmissible form may be considered at the summary judgment stage as long as the evidence is submitted in an admissible form at trial D. holding that an increase in the mandatory minimum sentence based on judicial factfinding does not evade the requirements of the fifth and sixth amendments and reaffirming mcmillan v pennsylvania 477 us 79 106 sct 2411 91 led2d 67 1986 E. holding on the authority of celotex v catrett 477 us 317 106 sct 2548 91 led2d 265 1986 that hearsay evidence produced in an affidavit opposing summary judgment may be considered if the outofcourt declarant could later present that evidence through direct testimony ie in a form that would be admissible at trial

assistant: The best answer is E. holding on the authority of celotex v catrett 477 us 317 106 sct 2548 91 led2d 265 1986 that hearsay evidence produced in an affidavit opposing summary judgment may be considered if the outofcourt declarant could later present that evidence through direct testimony ie in a form that would be admissible at trial
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 amendment or waiver of any provision of this Intercompany Subordination Agreement, and no consent to any departure by any Subordinated Creditor or any Obligor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, such Obligor and each Subordinated Creditor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: states that “[t]his Agreement, the Prime Contract (when available and only to the extent applicable), the Statements of Work, Change Orders (if any), and the documents incorporated by reference in this writing constitute the entire agreement and understanding between the parties and supersede all prior agreements, whether oral of written, between the parties with respect to the subject matter of this Agreement.” Pl.’s Opp’n, Ex. 1 ¶21 (emphasis added). Therefore, as the prime contract was incorporated into the subcontract only to the extent that it was applicable, and as the subcontract contains its own forum selection clause, the forum selection clause in the prime contract cannot be applicable to the subcontract. Johnson v. Basic Constr. Co., 429 F.2d 764, 772 (D.C.Cir.1970) (<HOLDING>). The plaintiffs reliance on Manganaro Corp. v. Options: A. holding that damaged in a fraudulent misrepresentation action are limited to those that are pecuniary B. holding that provisions in a subcontract incorporating a prime contract for a limited purpose are limited only to those that are applicable C. recognizing a state agencys powers are limited to 1 D. recognizing district courts power to admit evidence for a limited purpose E. holding that such provisions are valid

assistant: The best answer is B. holding that provisions in a subcontract incorporating a prime contract for a limited purpose are limited only to those that are applicable
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: by authorizing recurring payments , you are authorizing microsoft to process such payments as either electronic debits or fund transfers , or as electronic drafts from your designated account ( in the case of automated clearing house or similar payments ) , or as charges to your designated account ( in the case of credit card or similar payments ) ( collectively , `` electronic payments '' ) .

assistant: None