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: Owner shall be liable for the costs and expenses of maintaining and operating the Project, and except as otherwise specifically provided in this Agreement, Owner shall pay for all reasonable costs and expenses incurred by Manager in connection with the maintenance or operation of the Project and the performance by Manager of its other duties under this Agreement, in each case to the extent the same are incurred in accordance with and subject to the limitations set forth in Sections 2.04 and 2.07 of this Agreement. Purchases of, or contracts for, materials or services may be made in bulk by Manager in connection with its operation of apartment projects generally, and Owner agrees that the pro rata portion of the net costs of such materials or service used in connection with, or for the benefit of, the Project shall be allowed as a cost payable by Owner hereunder. Owner shall not be obligated to pay Manager for any overhead expenses of Manager incurred with respect to its general offices, or for any salaries or other personnel costs including fringe benefits, and processing costs) of off-site supervisory personnel, Owner shall reimburse Manager for postage and office supplies used exclusively in the management of the Project. Manager shall not be obligated to make any advance to or for the account of Owner or to pay any sums except out of funds in the Operating Account. Manager will be excused from performance of its responsibilities under this Agreement to the extent that funds are not available in the Operating Account to pay related expenses (other than expenses for which Manager is not entitled to payment under the terms of this Agreement), provided that Owner does not provide funds after written, reasonably detailed request therefor by Manager.

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 legal provision and list the applicable contract clause categories. Provision: Each party agrees to defend, indemnify, and hold the other party harmless from any claims, actions, demands, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) to the extent arising from the gross negligence or willful misconduct of the other party, its employees or agents, which result in injury to persons or real property.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 404 U.S. 53 92 S.Ct. 174 30 L.Ed.2d 209 A. E. SLAYTON, Jr., Superintendent, Virginia State Penitentiaryv.Lawrence Furman SMITH. No. 70—108. Nov. 16, 1971. PER CURIAM. 1 Respondent's petition for habeas corpus alleged, among other things, that he had been tried and sentenced in the state courts by a senile judge. On appeal from the District Court's dismissal of the petition without a hearing, the Court of Appeals for the Fourth Circuit noted that state remedies had not been exhausted, expressed its confidence that 'if the contention is squarely raised, the state courts will be willing to afford the petitioner a reasonable opportunity to prove his case,' and observed that a claim of judicial senility raised a most 'sensitive issue of state administration of state criminal justice.' 435 F.2d 453, 460 (1970). Despite these judicious observations underscoring the fact that this case was not ripe for federal cognizance, the Court of Appeals vacated the District Court's judgment and remanded for further proceedings with instructions to stay the case until respondent had sought relief in the Virginia state courts. 2 The Court of Appeals' form of 'abstention' is perhaps technically consistent with the statutory prohibition against issuing the writ where state remedies have not been exhausted. 28 U.S.C. § 2254. But, having determined that state remedies had not been exhausted, the Court of Appeals would have better served the policy of the statute had it avoided any implication as to the merits of so delicate a subject. Further, absent special circumstances, cf. Nelson v. George, 399 U.S. 224, 90 S.Ct. 1963, 26 L.Ed.2d 578 (1970), Wade v. Wilson, 396 U.S. 282, 90 S.Ct. 501, 24 L.Ed.2d 470 (1970), rather than ordering retention of the case on the District Court's docket, the Court of Appeals should simply have vacated the judgment of the lower court and directed dismissal of the petition for failure to exhaust state remedies. 3 The motion of respondent for leave to proceed in forma pauperis and the petition for writ of certiorari are granted, the judgment of the Court of Appeals is vacated, and the case is remanded to that court for further proceedings consistent with this opinion. 4 So ordered. 5 Vacated and remanded. 6 Mr. Justice DOUGLAS, with whom Mr. Justice STEWART joins, believing that the Court of Appeals has observed all the proprieties as well as the requirements of the Act, would affirm its judgment.

assistant: 9
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notices required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered or sent by a recognized overnight courier service to Employee’s residence as last shown on Employer’s employment records, in the case of Employee, or to Kemper Corporate Services, Inc., Attn: C. Thomas Evans, Jr., Senior Vice President, One East Wacker Drive, Suite 1000, Chicago, Illinois 60601, in the case of Employer.

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 Borrower fails to pay the principal hereof Of Interest thereon when due on this Note, whether at maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the Civil Rights Act for guidance in interpreting the employment discrimination provisions of ORS 659A. See, e.g., Portland State Univ. Chapter of Am. Ass’n of Univ. Professors v. Portland State Univ., 352 Or. 697, 711, 291 P.3d 658, 666 (2012); Briede v. 24 Hour Fitness, USA Inc., No. 10-cv-649-HA, 2010 WL 4236929, at *3 (D.Or. Oct. 21, 2010); Conley v. City of Lincoln City, No. 02-cv-216-AS, 2004 WL 948427, at *13 (D.Or. Apr. 20, 2004) (collecting cases). Under Title VII, former employees can bring post-employment retaliation claims against their former employer if the action is related to or arises out of the employment relationship. Hashimoto v. Dalton, 118 F.3d 671, 675 (9th Cir.1997); see also Robinson v. Shell Oil Co., 519 U.S. 337, 345, 117 S.Ct. 843, 136 L.Ed.2d 808 (1997) (<HOLDING>). Accordingly, the Court finds that Hoy can Options: A. holding that samesex sexual harassment claims are not actionable under title vii B. holding that postemployment retaliation against a former employee for filing an equal employment complaint is actionable under title vii C. holding an adverse employment action based on denial or revocation of a security clearance is not actionable under title vii D. recognizing that a claim of hostile environment sex discrimination is actionable under title vii E. holding that a plaintiff can prove illegal retaliation under 1981 in the same manner as he establishes retaliation under title vii

assistant: The best answer is B. holding that postemployment retaliation against a former employee for filing an equal employment complaint is actionable under title vii
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Co. v. Coachella Valley Water Dist., 210 Cal. App.3d 484, 258 Cal.Rptr. 639, 643 (1989); Premier Ins. Co., 189 Cal.Rptr. at 659; Sabella, 27 Cal.Rptr. at 695, 377 P.2d 889 ("[W]here the facts on appeal are settled or not in dispute, the determination of proximate cause becomes a question of law.”) (citations omitted). 9 . That the deterioration might also be classified as "corrosion,” another excluded peril, is irrelevant in light of our conclusion that the "efficient proximate cause” is the fungicide manufacturers' negligence. Our conclusion is not inconsistent with California case law holding that "deterioration” or "corrosion" of pipes due to natural contact with the soil is excludable under a policy having "deterioration” and “corrosion” exceptions. See Brodkin, 265 Cal.Rptr. 710 (<HOLDING>). We believe that deterioration of pipes caused Options: A. holding that the relevant question in imposing restitution under the mvra is whether the loss is caused by the specific conduct that is the basis of the offense of conviction B. holding under the policy language that diminution of market value is not a cause of loss but a measure of a loss caused by something else C. holding that corrosion caused by contact between soil and foundation of the house is the type of loss the exclusion for deterioration was meant to cover D. holding that a structurally unsound pool that caused water pipes to break and the foundation of a house to crack only supported a contract claim E. holding that an award of restitution is only for the loss caused by the specific conduct that is the basis of the offense of conviction

assistant: The best answer is C. holding that corrosion caused by contact between soil and foundation of the house is the type of loss the exclusion for deterioration was meant to cover
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, including without limitation the Prior Agreement.

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: Notices hereunder must be in writing, delivered personally or sent by registered or certified U.S. mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to CommScope Holding Company, Inc., 1100 CommScope Place, SE, Hickory, North Carolina 28602, Attn: Corporate Secretary, or any other address designated by the Company in a written notice to Optionee. Notices to Optionee will be directed to the address of Optionee then currently on file with the Company, or at any other address given by Optionee in a written notice to the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: required a college to use some of the land it owned to provide parking spaces in conjunction with the construction of a library did not unlawfully limit “the use of [the] land for. . . educational purpose[s]” under G. L. c. 40A, § 2). 5 The plaintiffs reliance on Samson v. San-Land Dev. Corp., 17 Mass. App. Ct. 977 (1984), and Stampfl v. Zoning Bd. of Appeals of Norwood, 33 Mass. App. Ct. 354 (1992), in support of his position that the Wakefield front-to-back amendment should be held to be a de facto use regulation, is misplaced. In both Samson and Stampfl, this court found that the amendments in question in fact resulted in strict use regulation, and the land affected was therefore protected during the statutory three-year freeze period. See Samson v. San-Land Dev. Corp., supra at 979 (<HOLDING>); Stampfl v. Zoning Bd. of Appeals of Norwood, Options: A. recognizing general proposition that if land is artificially submerged for the statutory period necessary to change ownership of the land title to the submerged land is passed to the state in trust for the public B. holding that the amendment was inapplicable to the plaintiffs land during the freeze period because it effectively rezoned the land to prohibit multifamily housing completely C. holding that a cause of action for damages to property resulting from a permanent nuisance accrues to the owner of the land at the time the injury begins to affect the land and mere transfer of the land by deed does not transfer the claim for damages D. holding that even though the complaint sought money damages and land was actually recovered the attorneys lien attached to the land E. holding that land sales contracts were not securities because they involved no investment in an enterprise even if land was bought on expectation that development of the area would increase the value of the land

assistant: The best answer is B. holding that the amendment was inapplicable to the plaintiffs land during the freeze period because it effectively rezoned the land to prohibit multifamily housing completely
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: We disagree. To be sure, persons viewing the video depositions on the Internet reacted with a variety of unflattering remarks and vague threats. However, such negative comments do not constitute the “abuse” contemplated by rule 1.610(b) sufficient to excuse the requirement of posting a bond. Moreover, the motion for temporary injunction asserts the violation of the Appellees’ privacy rights, including the disclosure of their identities as a basis for imposing the injunction. The order granting the injunction adopted the arguments in the motion in support of its issuance, and thus the injunction was not issued “solely” to prevent physical injury or abuse as required by rule 1.160(b). See United Farm Workers of Am., AFL-CIO v. Quincy Corp., 681 So.2d 773, 777 (Fla. 1st DCA 1996) (<HOLDING>). The Appellees also argue that no bond was Options: A. holding temporary restraining order void for lack of requirement of separate bond B. holding that the failure of the applicant to file a bond before the issuance of the temporary injunction renders the injunction void ab initio C. holding it was error for the court to issue a permanent injunction at a hearing to show cause why a temporary restraining order should not be continued via a preliminary injunction D. holding temporary restraining order void because court waived bond E. holding that where the temporary injunction prohibited actions broader than those required solely to prevent physical injury waiver of the bond requirement was error

assistant: The best answer is E. holding that where the temporary injunction prohibited actions broader than those required solely to prevent physical injury waiver of the bond requirement was error
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: Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or in any other manner. Notwithstanding anything to the contrary in this Agreement, the termination of Executive’s employment shall not impair the rights or obligations of any Party.

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: 53 N.J. at 383, 251 A.2d 99. Here, the reference to the polygraph test did not refer directly either to defendant or a testifying witness, but to the polygraph results of an unindicted suspect. In a similar context, the Ninth Circuit has found the reference to the polygraph test of another suspect to constitute harmless error. See United States v. Candoli, 870 F.2d 496, 505 (9th Cir.1989) (finding that district court’s refusal to strike references to polygraph examination was not prejudicial because it did not materially affect verdict); United States v. Hall, 805 F.2d 1410, 1417 (10th Cir.1986) (testimony that defendant had failed two polygraphs submitted to explain police’s failure to conduct more complete investigation). But see State v. Moss, 180 W.Va. 363, 376 S.E.2d 569 (1988) (<HOLDING>). On this record, the reference to an Options: A. holding that admission of testimony that state had dismissed indictment against earlier suspect because he successfully passed polygraph was reversible error when prosecutor repeatedly referred to polygraph on direct and in summation B. holding that when insureds counsel repeatedly mentioned um policy limits and the jury awarded the policy limit there was reversible error C. holding that defendant waived error of admission of hearsay testimony when he elicited it himself D. holding that admission of evidence of defendants gross receipts was reversible error E. holding improper admission of hearsay evidence is reversible error only when the admission causes prejudice

assistant: The best answer is A. holding that admission of testimony that state had dismissed indictment against earlier suspect because he successfully passed polygraph was reversible error when prosecutor repeatedly referred to polygraph on direct and in summation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings and captions used in this Sixth Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Sixth Amendment, the Credit Agreement, or the other Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Parent Guarantors shall reimburse the Administrative Agent and the Lenders on demand for all reasonable and documented out-of-pocket costs, expenses and charges incurred by the Administrative Agent and the Lenders in connection with the performance or enforcement of this Guaranty, subject, in each case, to the terms and limitations set forth in Section 9.03 of the Credit Agreement. The obligations of the Parent Guarantors under this Section shall survive the termination of this Guaranty.

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 legal provision and list the applicable contract clause categories. Provision: If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and agreed by each Second Lien Representative and each Second Lien Collateral Agent, on behalf of each Second Lien Claimholder represented by it, that (i) the First Lien Claimholders’ damages from actions of any Second Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this Agreement. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and each other Second Lien Claimholder represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative, any First Lien Collateral Agent or any other First Lien Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and each other First Lien Claimholder represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by the laws of the State of New York (without giving effect to its conflicts of law rules), except with regard to payment of checks and other items and other issues relating to the operations of the Accounts or any other account to which funds from the Accounts are transferred, which issues shall be governed by the laws of the state where the Accounts or such other account are located.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of set forth in this Article V shall survive the execution and delivery of this Agreement and each Servicing Transfer Date and shall continue in full force and effect after the termination date. Upon discovery by any party of any breach of any of the foregoing representations and warranties, such party shall give prompt written notice thereof to the other parties.

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: For purposes of this Agreement, Good Reason means (1) any material diminution or alteration of Executive’s position, authority or duties under this Agreement without Executive’s prior written consent; (2) removing Employee from his position as described in Section 1 without his prior written consent, except for a termination of employment for death, disability or termination by the Company with or without Cause; (3) a reduction of Executive’s Base Salary, or any other failure of the Company to comply with Sections 4 , 5 or 6 ; or (4) any material breach of this Agreement by the Company. Notwithstanding the above provisions, a condition is not considered Good Reason unless (X) Executive gives the Company written notice of such condition within 30 days after the condition comes into existence; (Y) the Company fails to cure the condition within 30 days after receiving Executive’s written notice; and (Z) Executive terminates his employment within 60 days after the expiration of the Company’s cure period if the termination is to be treated as for Good Reason based on the uncured Good Reason event.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Court Reporting; and that he did not have possession of any of the records. The clerk’s answer and his earlier correspondence were not sworn documents. Ms. Holton did not respond to the petition, and she was not directed to do so by the trial court. Her earlier letter to Mr. Rad-ford was not a sworn document. The Clerk of the Circuit Court has a legal duty to maintain and to provide access to the records contained in its files unless the records are legally exempt from disclosure. §§ 28.13; 119.01(1), (3); 119.011(1), (2), Fla. Stat. (2003). Similarly, to the extent that Ms. Holton is in custody of public records, she is obligated to permit the records to be inspected and copied upon proper payment. See § 119.07(l)(a); see also Mathis v. State, 722 So.2d 235, 236 (Fla. 2d DCA 1998) (<HOLDING>). In addition, Ms. Holton, as a court reporter, Options: A. recognizing that a defendant has a right to purchase transcripts of his court proceedings B. holding that the right to counsel in probation revocation proceedings is not absolute where the defendant has been convicted of or has admitted to committing a crime C. holding that a defendant has a constitutional right to counsel as a matter of right on direct appeal D. recognizing a right of access to civil proceedings E. holding that a defendant does not have the right to be represented by counsel in postconviction proceedings which are civil proceedings

assistant: The best answer is A. recognizing that a defendant has a right to purchase transcripts of his court proceedings
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the information. § 921.0021(7)(b)(1). The specific provisions of the statute relating to offenses “involving sexual contact that includes sexual penetration” must be read in the context of the basic definitional provision which permits the assessment of points for victim injury suffered “as a direct result” of an offense for which the defendant is convicted. The use of the words “involving” and “as a direct result” in the pertinent statutory provisions indicates that an injury or act of sexual penetration is a basis for the assessment of victim injury points whenever the injury or act of sexual penetration takes place in the course of or in connection with the commission of the offense for which the defendant is convicted. See Geary v. State, 675 So.2d 625, 626 (Fla. 2d DCA 1996) (<HOLDING>). This reading of the statute is supported by Options: A. holding that in determining whether a duty exists a court should consider the following factors 1 the reasonable foreseeability of injury 2 the reasonable likelihood of injury 3 the magnitude of the burden that guarding against injury places on the defendant and 4 the consequences of placing that burden on the defendant emphasis added B. recognizing that the assessment of victim injury points depends on whether the victims injury was a direct result of the defendants crimes C. holding that a plaintiff may recover damages for emotional distress caused by observing the negligently inflicted injury of a third person if but only if said plaintiff 1 is closely related to the injury victim 2 is present at the scene of the injury producing event at the time it occurs and is then aware that it is causing injury to the victim and 3 as a result suffers serious emotional distress D. holding that assessment of victim injury points was improper because the information did not allege the factual basis for the victim injury points E. holding that the fatal injury to a murder victim may be considered as satisfying the bodily injury component of the capital felony of kidnapping with bodily injury

assistant: The best answer is B. recognizing that the assessment of victim injury points depends on whether the victims injury was a direct result of the defendants crimes
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: Executive’s group health benefits will cease on [DATE], subject to Executive’s right to continue his group health benefits under COBRA. Executive’s participation in all other benefits and incidents of employment (including, but not limited to, the accrual of vacation and paid time off, and the vesting of stock options) ceased on the Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Company shall pay to the Executive an annual base salary (“Base Salary”) of at least $260,000.00 less applicable and authorized deductions, subject to review annually for appropriate increases by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) pursuant to the normal performance review policy for senior level executives. The Base Salary shall be payable in accordance with the Company’s payroll schedule.

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: This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts of New York, NY. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified United States mail, postage prepaid, return receipt requested, (iii) sent by prepaid overnight courier service, or (iv) sent by telecopy or facsimile transmission, answer back requested, to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. Such notices shall be effective (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if sent by telecopy or facsimile transmission, when the answer back is received. The Company or Director may change, at any time and from time to time, by written notice to the other, the address that the Company or Director had theretofore specified for receiving notices. Until such address is changed in accordance herewith, notices under this Agreement shall be delivered or sent (i) to Director at Director’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Lee Robison”.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to the present case, ‘the court will irrebuttably presume that relevant confidential information was disclosed during the former period of representation.’ ” In re American, 972 F.2d at 614. III.D. The Confidential Information Wilson is Presumed to have had Disclosed to her while at Forman Perry is Imputed to the Gibson Law Firm The effect of this finding is that Wilson’s work at Forman Perry not only places her squarely within the language of Rule 1.9(a), but also within the language of Rule 1.6. That is because if a district court finds a matter to be substantially related under Rule 1.9(a), it must irrebuttably presume that confidential information, as protected by Rule 1.6, was disclosed during the former period of representation. This, in turn, brings about the application .1999) (<HOLDING>); []; Glover Bottled Gas Corp. v. Circle M Options: A. holding that the burden is upon the state under the applicable federal rules of evidence B. holding that the rules of evidence normally applicable in criminal trials do not operate with full force at hearings before the judge to determine the admissibility of evidence there is therefore much to be said for the proposition that in proceedings where the judge himself is considering the admissibility of evidence the exclusionary rules aside from rules of privilege should not be applicable and the judge should receive the evidence and give it such weight as his judgment and experience counsel C. holding rules of procedure interpreted in same manner as statutes D. holding that under the applicable rules regulating the florida bar which are similar to the krpc nonlawyers must be treated in the same manner as lawyers when considering issues of confidentiality and disqualification E. holding that the rules of contract law are applicable to plea agreements

assistant: The best answer is D. holding that under the applicable rules regulating the florida bar which are similar to the krpc nonlawyers must be treated in the same manner as lawyers when considering issues of confidentiality and disqualification
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: Employee, on behalf of himself and his heirs, executors, administrators, assigns and successors, fully and forever releases and discharges Company, and, as applicable, its current, former and future subsidiaries and related entities, successors, officers, directors, shareholders, agents, employees and assigns (collectively “Releasees”), from any and all claims, liabilities and causes of action, of every nature, kind and description, in law, equity or otherwise, which have arisen, occurred or existed at any time prior to his signing of this Agreement, including, without limitation, any and all claims, liabilities and causes of action arising out of or relating to Employee’s employment with Company or the cessation of that employment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to the Guaranteed Obligation, Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees, which may be incurred by Lender in any effort to collect or enforce any of the Loan Documents or the obligations of Guarantor hereunder, whether or not any lawsuit is filed, including, without limitation, all costs and attorneys’ fees incurred by Lender in any bankruptcy proceeding (including, without limitation, any action for relief from the automatic stay of any bankruptcy proceeding, whether or not Lender prevails therein) and in any judicial or nonjudicial foreclosure action. Such amounts shall bear interest until paid at a rate equal to the Interest Rate, as defined in the Note.

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 legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement will be modified or waived except in writing signed by you and an officer of the Company duly authorized by its Board. No waiver by either party of any breach of this Agreement by the other party will be considered a waiver of any other breach of 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 case excerpt and choose the best holding from the options. Case excerpt: “it is nothing more than a time limit or statute of limitations within which to bring a lawsuit asserting a cause of action already provided for under Indiana law.” Appellees’ Br. p. 7. According to the Government, because the Waste Disposal Statute imposes a duty that benefits the public, rather than a private interest, no private cause of action should be inferred from the statute. Blanck v. Ind. Dep’t of Corr., 829 N.E.2d 505, 509 (Ind.2005). [13] The Government concedes, however, that the Waste Disposal Statute does not contain an enforcement mechanism. If the legislature had included an enforcement mechanism, there would be a clear indication that there was no intent to create a private right of action. E.g., Stulajter v. Harrah’s Ind. Corp., 808 N.E.2d 746, 748 (Ind.Ct.App.2004) (<HOLDING>). As there is no enforcement mechanism, the Options: A. holding that when a statute includes a specific enforcement provision an additional private cause of action based upon the statute cannot be judicially inferred B. holding that the elements of a cause of action were not subject matter jurisdictional simply because the statute that created the cause of action provided that district courts shall have jurisdiction of such actions C. holding that we have consistently held that a private cause of action will not be found where the legislature has expressly provided for enforcement of a statute D. holding that where statutory remedies exist private employees do not have a private cause of action for violation of state constitutional rights E. recognizing that this court has consistently held that every enactment of the legislature is presumptively constitutional and a party challenging the statute has the burden of showing unconstitutionality beyond a reasonable doubt

assistant: The best answer is C. holding that we have consistently held that a private cause of action will not be found where the legislature has expressly provided for enforcement of a 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: This Agreement embodies the complete agreement and understanding among the parties hereto and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

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 legal provision and list the applicable contract clause categories. Provision: By Participant’s acceptance of this RSU, Participant consents to the electronic delivery of the Notice of Grant, this RSU Agreement, account statements, any prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements) or other communications or information related to the RSU. Electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the RSU, the delivery of the document via e-mail or such other delivery determined at the Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service or electronic mail at Mike.Carruthers@nivalis.com. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service or electronic mail at Mike.Carruthers@nivalis.com. Finally, Participant understands that Participant is not required to consent to electronic delivery.

assistant: Disclosures
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 fact finder ... ha[s] the advantage of hearing testimony of witnesses and [can] directly judge their credibility. As a reviewing court, neither the circuit court nor this Court should attempt to assume such a role.’ ” Orth v. Stoebner & Permann Constr., Inc., 2006 S.D. 99, ¶ 77, 724 N.W.2d 586, 602 (second alteration in original) (quoting Hendricksen v. Harris, 1999 S.D. 130, ¶ 7, 600 N.W.2d 180, 181). [¶ 20.] Here, the circuit court was not in a better position than the referee to determine the credibility of Mother and Father. After considering the evidence introduced at the evidentiary hearing, we are not left with a definite and firm conviction that the referee clearly erred in making his credibility finding. The circuit court erred in concluding o P.2d 258, 262 (Utah 1983) (<HOLDING>). Cf. Farmer v. Farmer, 147 Ga.App. 387, 249 Options: A. holding that adult child who maintained his own residence separate from his fathers household but regularly vacationed and kept gear at his fathers vacation home was not a resident of his fathers household and therefore not an insured under his fathers insurance policy covering the vacation home B. holding that the bank was not entitled to reform the note which stated that debtor would make monthly payments less than what the parties intended even though error was mutual mistake of parties where debtor made all of the previous payments was retired and could not afford to pay any additional obligations to the bank and meet his current living expenses C. holding that the department was not entitled to reimbursement for support payments when the fathers housing payments during the pendency of the divorcee exceeded what was due even though it augmented the fathers own equity D. holding that mortgage payments should not be regarded as child support because it was a contractual legal obligation that built fathers equity E. holding that it was within the courts discretion to credit fathers arrearages for onehalf of the mortgage payments that he made

assistant: The best answer is C. holding that the department was not entitled to reimbursement for support payments when the fathers housing payments during the pendency of the divorcee exceeded what was due even though it augmented the fathers own equity
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: From the Drawdown Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full, the Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 15 except as the Agent, with the consent of the Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld.

assistant: General