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: This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and as such, except for the Indebtedness and other than obligations provided for in the Existing Credit Agreement (which Indebtedness and obligations shall survive and be renewed and restated by the terms of this Agreement), all terms and provisions of this Agreement supersede in their entirety the terms and provisions of the Existing Credit Agreement in its entirety. This Agreement is not intended as and shall not be construed as a release or novation of any obligation. Any commitment of any Lender that it has to the Borrower under the terms of any other letter of credit reimbursement agreement in effect on the Effective Date is not terminated and shall continue in accordance with the terms of the applicable reimbursement agreement.

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: Constr. Co. v. Industrial Dev. Board of the Town of Vincent, 590 So.2d 218 (Ala.1991); Ex parte Warrior Basin Gas Co., 512 So.2d 1364 (Ala.1987). See, also Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 105 S.Ct. 3346, 87 L.Ed.2d 444 (1985). The 1995 customer agreement contains a broadly worded arbitration clause that is clear on its face — it covers “any” and “all” controversies that may arise between Merrill Lynch and Ms. Kirton — and, like unambiguous statutes, it leaves no room for interpretation. See, Allied-Bruce Terminix Companies, Inc. v. Dobson, 684 So.2d 102, 103 (Ala.1995) (discussing the ride that general principles of contract law apply to the interpretation of an arbitration provision); Coastal Ford, Inc. v. Kidder, 694 So.2d 1285, 1286 (Ala.1997) (<HOLDING>); Ex. parte Lorance, 669 So.2d 890, 892-93 Options: A. holdingthat the language of an arbitration clause applying to all claims demands disputes or controversies of every kind or nature that may arise concerning the vehicle was not ambiguous and was broad enough to encompass the claims at issue B. holding that the parties choice to require arbitration for disputes which arise under a contract when the standard language was arising out of or relating to demonstrated that the parties intended the agreement to be narrow C. holding that the language of the arbitration clause any controversy or claim arising out of was broad enough to encompass the plaintiffs claim alleging fraud in the inducement of the contract D. holding that an assignment of all causes of action claims and demands of whatsoever nature constituted an express assignment of rico claims E. holding that antitrust claims were arbitrable under a broad arbitration clause even though the claims concerned matters beyond the making of a particular contract between the parties and the performance of its terms

assistant: The best answer is A. holdingthat the language of an arbitration clause applying to all claims demands disputes or controversies of every kind or nature that may arise concerning the vehicle was not ambiguous and was broad enough to encompass the claims at issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of the Transaction Documents, the issuance and sale of the Shares and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s Certificate or Articles of Incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

assistant: No Conflicts
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 authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement and the Prospectus under the caption “Description of Capital Stock” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement and the Prospectus, or pursuant to the exercise of convertible securities, options or warrants referred to in the Registration Statement and the Prospectus). The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding shares of capital stock of the Company or any of its subsidiaries were issued in violation of the preemptive or other similar rights of any securityholder of the Company.

assistant: Capitalization
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, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 8.2.

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 Parent and the Company each will, and will cause each of the Material Subsidiaries and the other Loan Parties to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; except in the case of clause (b), to the extent that the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

assistant: Existence
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: 97 S.Ct. 2490. The Supreme Court noted: “The litigation before us raises no question regarding the liability of the United States or the responsibilities of the United States under the contracts.” Id. at 28-29, 97 S.Ct. 2490. The Court further stated “the resolution of [plaintiffs’] breach-of-contract claim against [the defendant] will have no effect upon the United State or its Treasury.” Id. at 29, 97 S.Ct. 2490. Likewise, the resolution of Plaintiffs claim against the City of Detroit and the DHC raises no question regarding the liability of the United States or the responsibilities of the United States under the ACC. Plaintiff does not name the United States as a party and its rights under the ACC will not be affected. Cf. Holbrook v. Pitt, 643 F.2d 1261, 1270 n. 16 (7th Cir. 1981) (<HOLDING>). Accordingly, Michigan law will apply to Options: A. holding that federal courts sitting in diversity should apply state law that determines the outcome of the case B. holding that the thirdparty beneficiary theory did not apply C. recognizing federal constitutional claim against the united states D. holding that federal common law applied to thirdparty beneficiary claim by tenants of section 8 housing because federal agency was a party to the action and outcome of the case directly affected financial obligations of the united states E. recognizing common law cause of action as thirdparty beneficiary

assistant: The best answer is D. holding that federal common law applied to thirdparty beneficiary claim by tenants of section 8 housing because federal agency was a party to the action and outcome of the case directly affected financial obligations of the united states
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: and Skelly relied on their design expert, Sicher, who testified about the important role testing plays (or should play) in the design process: “[T]he basic design principles are set your goals, determine how you’re going to test or evaluate them, and then start testing them.” If the test results are unsatisfactory, then the company should “go back and either do a redesign or evaluate whether that was a true indicative method of evaluating [the goal] properly.” That is, in Sicher’s opinion, rollover testing is vital to producing a careful design because it allows a company like GM to discover how a vehicle performs during a rollover and what alternatives, if any, can improve that performance—to him, failure to test means failure to exercise reasonable care. Cf. McKnight, 36 F.3d at 1411 (<HOLDING>); Zesch v. Abrasive Co. of Phila., 353 Mo. 558, Options: A. holding that rule 54b applies when plaintiffs theory of recovery against one defendant is largely subsumed by its theory of recovery against the other defendant even though there was no formal joint liability B. holding that although an adequate warning will prevent the reliance on a theory of strict liability in a failure to warn defect ease such a warning will not make safe a product with a manufacturing defect C. holding while there may be some case law to support plaintiffs argument the majority approach is that the failure to attach process defect is merely procedural and that this particular procedural defect may be cured D. recognizing failure to test is a viable theory of recovery under missouri law in a manufacturing defect case E. holding that notice of a defect could not be imputed to a defendant inasmuch as it created the defect

assistant: The best answer is D. recognizing failure to test is a viable theory of recovery under missouri law in a manufacturing defect case
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: conditions in Barajas were recommended by the Guidelines. See Aplt. Reply Br. at 9 ("Occupational restrictions are not like conditions the guidelines make standard or recommended, which a defendant should be aware are in play.”). Nothing in the language of Barajas, however, suggests that it has such a limited reach. Moreover, occupational restrictions are front and center in the Guidelines as an available discretionary condition of supervised release: Not only are occupational restrictions listed in § 5D1.3 with other possible special conditions, the Guidelines address them in a separate section, § 5FI.5. This lends significant support to the idea that a reasonable defendant should have known that the imposition of such restrictions was possible. E.g., Turner, 88 Fed. Appx. at 316 (<HOLDING>). In any event, on the facts of this case where Options: A. holding that the statute incorporated all the rights and obligations of the contract emphasis added B. holding that specific statutory provisions take priority over general statutory provisions C. holding that statutory notice provisions for notice of default and opportunity to cure were waived by provisions of note as to one obligor though provisions applied to coobligor who used property as residence D. holding that an application is pending from the time it is first filed emphasis added E. holding that the statutory and guidelines provisions that authorize the imposition of an occupational restriction give constructive notice emphasis added

assistant: The best answer is E. holding that the statutory and guidelines provisions that authorize the imposition of an occupational restriction give constructive notice emphasis added
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: Land O' Lakes will agree to extend the scheduling order "only ... on the condition that the Insurers stipulate that no additional request for a continuance will be made in the future 'based upon, arising out of, connected to, or in any way involving’ the additional groundwater monitoring or anything else contained in the ESD.”). 13 . See also Morrone v. Harleysville Mut. Ins. Co., 283 N.J.Super. 411, 662 A.2d 562, 565 (N.J.Super.Ct.App.Div.1995) ("[The insured] cannot claim that the damage was triggered during the terms of the policies and yet avoid the corresponding [owned-property] exclusion simply because a claim for damages arising therefrom was not made until after she was able to sell the property.”); cf. Domtar, Inc. v. Niagara Fire Ins. Co., 563 N.W.2d 724, 734 (Minn. 1997) (<HOLDING>). 14 . A representative insuring clause Options: A. holding that an ownedproperty exclusion did not apply with respect to property that the insured bought only after the policy periods for which the insured sought coverage B. holding a personal profit exclusion applicable to an insured corporation where the purpose of the exclusion was to exclude coverage when the insured received profits to which the insured was not legally entitled C. holding that an insurance company which chose not to defend its insured could not later deny coverage by asserting the legally obligated to pay provision in the policy after the insured reached a settlement where the injured party agreed to collect only against insurance proceeds D. holding that the use of the phrase any insured rather than the insured the same language used in the employers liability exclusion here meant that the exclusion was not limited to injuries sustained by the employees or contractors of one insured party E. holding that the policy insured property but failure to occupy premises negated coverage

assistant: The best answer is A. holding that an ownedproperty exclusion did not apply with respect to property that the insured bought only after the policy periods for which the insured sought coverage
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: executed by plaintiffs also set forth the amount of the premiums, the fact that the premium charge was included in the amount financed, and the interest rate at which the loan would be financed. As these matters were disclosed to plaintiffs in the loan papers signed by them, the contents of which they are deemed to have knowledge, plaintiffs have no possibility of recovery on any claim premised on the alleged nondisclosure of this information. Nor do plaintiffs have any potential for recovery against these defendants based on their allegation that the insurance sold to them in connection with their loans was “inadequate,” for this charge is merely conclusory, and unaccompanied by any factual allegation. See Peters v. Metropolitan Life Ins. Co., 164 F.Supp.2d 830, 834 (S.D.Miss.2001) (<HOLDING>). Furthermore, plaintiffs do not allege that Options: A. holding party opposing summary judgment does not show genuine issue for trial by replacing conclusory allegations of the complaint or answer with conclusory allegations of an affidavit B. holding that conclusory allegations without supporting factual averments are insufficient to state a claim on which relief can be based citations omitted C. holding that allegations against nondiverse defendants must be factual not conclusory because conclusory allegations do not state a claim D. holding affidavits based on conclusory allegations insufficient at summary judgment E. holding that conclusory allegations are not entitled to the assumption of truth

assistant: The best answer is C. holding that allegations against nondiverse defendants must be factual not conclusory because conclusory allegations do not state a claim
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 Federal Hazardous Substances Act, 15 U.S.C. § 1261, et seq. Id. The Fifth Circuit held that the summary judgment for Ronson “must be sustained because the FHSA preempts any state law warning requirements other than those imposed by the FHSA and its implementing regulations.” Id. Similar to Comeaux, the Court must inquire whether any of Plaintiffs’ claims are based on the theory that Mattel’s warning was inadequate. See Cipollone, 505 U.S. at 524, 112 S.Ct. at 2621 (explaining that claims based upon a failure-to-warn theory which require a showing that “advertising or promotions should have included additional, or more clearly stated warnings” different from federal regulatory requirements are preempted); Netland v. Hess & Clark, Inc., 284 F.3d 895, 900 (8th Cir.2002) (<HOLDING>); Moss v. Parks Corp., 985 F.2d 736, 739-40 Options: A. holding state failuretowarn claims were preempted because any warning label linking said drugs to suicide would have been false and misleading B. holding in a comparable case that statelaw claims premised upon failuretowarn or inadequate warning theories that would result in the imposition of additional or different labeling requirements are nonetheless preempted regardless of the guise under which the claim is presented C. holding that failuretowarn claims based on theory that faarequired warnings are insufficient are preempted D. holding that a failuretowarn claim against a pharmaceutical company was not impliedly preempted E. holding that all claims premised upon a failure to warn after 1969 are preempted

assistant: The best answer is B. holding in a comparable case that statelaw claims premised upon failuretowarn or inadequate warning theories that would result in the imposition of additional or different labeling requirements are nonetheless preempted regardless of the guise under which the claim is presented
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 Retainer Shares shall vest over a four (4) year period, with Retainer Shares representing 10,000,000 shares of Vitro Common Stock vesting upon the execution hereof and with the balance vesting, at a rate of 1/48 th of the total number Retainer Shares not vested upon the execution hereof, per month. All Retainer Shares which have vested (the “ Vested Shares ” ) shall not be subject to the provision of Section 5(c) below. Notwithstanding anything to the contrary contained in this Section 4, all unvested Retainer Shares shall immediately be deemed to be vested in the event that there shall be: (a) a merger, consolidation or other reorganization of Vitro unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned Vitro outstanding voting securities immediately prior to such transaction, or (b) the sale, transfer or other disposition of all or substantially all of Vitro assets, (c) the acquisition, directly or indirectly by any person or related group of persons of securities possessing more than fifty percent (50%) of the total combined voting power of Vitro ’ s outstanding securities other than in connection with the financing of the Lab, or (d) Vitro shall terminate this Agreement other than For Cause, as defined below.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Every provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: South Dakota v. Bourland, 508 U.S. 679, 689, 113 S.Ct. 2309, 124 L.Ed.2d 606 (1993) (stating that by taking reservation land for a dam and reservoir project, “and broadly opening up those lands for public use, Congress, through the Flood Control and Cheyenne River Acts eliminated the Tribe’s power to exclude non-Indians from these lands, and with that the incidental regulatory jurisdiction formerly enjoyed by the Tribe”). This legal nature of a federally granted and unrestricted right-of-way to construct and maintain a public highway as a part of the state highway system on a reservation cannot be altered for purposes of nonmember governance by State practices that are merely deferential to, and respectful of, tribal authority. Cf. McDonald v. Means, 309 F.3d 530, 539 (9th Cir.2002) (<HOLDING>). We do not understand the Band to be asserting Options: A. holding that mere use of a road will not make a road a public road even though such use is with the knowledge and consent of the landowner unless the use is accompanied by recognition by public authority or by its maintainance sic B. holding that a bia road was a tribal road by considering the nature of the rightofway at issue and finding that although the tribe had relinquished certain gatekeeping rights by allowing public use of the road and collaborating with the bia in maintaining it the tribe had maintained other significant gatekeeping rights because the rightofway was not granted to the state and the road did not form any part of the states highway system C. holding that a subsequent abandonment of a public rightofway over such a road has no effect on a private easement owned by an abutting landowner D. holding road was still a public highway although fifty years had passed since the road was used by the public E. holding that a road not open to the public at all times was not a highway

assistant: The best answer is B. holding that a bia road was a tribal road by considering the nature of the rightofway at issue and finding that although the tribe had relinquished certain gatekeeping rights by allowing public use of the road and collaborating with the bia in maintaining it the tribe had maintained other significant gatekeeping rights because the rightofway was not granted to the state and the road did not form any part of the states highway system
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a Change in Control of Array in which the Acquirer is developing or commercializing [ * ] in the Field, any Development and Commercialization of a [ * ] , Binimetinib and/or Encorafenib combination by the Parties shall be conducted subject to appropriate firewall procedures to segregate such activities (and the personnel conducting such activities) from the activities performed by or on behalf of Acquirer with respect to [ * ] it is developing or commercializing, to ensure that [ * ] is disclosed to employees of the Acquirer who are developing or commercializing the Acquirer’s [ * ] .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During your term of Service and afterward, you shall not, directly or indirectly, criticize, make any negative comments about or otherwise disparage the Company, its Affiliates or any persons or entities associated with any of them, whether orally, in writing, electronically or otherwise, directly or by implication, to any person or entity, including Company customers or agents; provided, however, that nothing in this Section 8(c)(6) is intended to prohibit you from (A) making any disclosures or statements in good faith in the normal course of performing your duties or responsibilities for the Company during your Service; (B) making any disclosures as may be required or compelled by law or legal process; or (C) making any disclosures or providing any information to a governmental agency or entity, including without limitation in connection with a complaint by you against the Company or the investigation of any complaint against the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive’s title shall be Senior Managing Director, Chief Credit Risk Officer, of the Company, and in that capacity he shall perform all duties and accept all responsibilities and limitations incident to such position as may be reasonably assigned to him by the Chief Executive Officer of the Company, including without limitation, those customarily associated with these positions at a publicly traded company and those set forth in the Bylaws of the Company.

assistant: Duties
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 agrees to be reasonably available upon reasonable notice from Regis, with or without subpoena, to be interviewed, review documents or things, give depositions, testify, or engage in other reasonable activities, including in connection with any pending and future litigation, investigations, arbitrations, and/or other fact-finding or adjudicative proceedings, public or private, internal or external to Regis or any of the other Released Parties, with respect to matters of which Employee has knowledge or should have knowledge. Regis will cooperate with Employee’s reasonable scheduling needs; will reimburse Employee for her reasonable expenses incurred in connection with Employee’s obligations under this paragraph; and will negotiate in good faith and agree upon an appropriate per diem or hourly rate for any cooperation and/or assistance provided by Employee after February 28, 2018.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Trust Company shall pay Executive an annual base salary as determined by the Holding Company Board, or its designee, which base salary however shall not be less than $190,000 per year, subject to all applicable withholdings, and subject to periodic review by the Holding Company Board, or its designee. The base salary shall be paid in equal installments to Executive in accordance with established payroll practices of the Trust Company (but no less frequently than monthly).

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 case excerpt and choose the best holding from the options. Case excerpt: doctrine does not preclude Hawkins from asserting that his judgment debt is dischargeable. The New Jersey state court proceeding dealt exclusively with the issue of whether plaintiff-creditor suffered injuries due to defen dant-debtor’s actions. The issue of whether Hawkins’ actions during the altercation constituted willful and malicious acts as defined by Section 523(a)(6) of the Bankruptcy Code was “ ‘unknown, unarisen, or unaccrued at the time of the original action.’ ” Id. Hawkins voluntarily filed for Chapter 7 bankruptcy protection months subsequent to the entry of the default judgment against him. Thus, the state court neither had reason to deal with the dischargeability of the debt at issue, nor did it have jurisdiction to do so. See Brown, 442 U.S. at 127, 99 S.Ct. 2205 (<HOLDING>). Given these findings, the Court must deny Options: A. holding that the bankruptcy courts as compared to state courts have exclusive jurisdiction to determine issues of dischargeability under the bankruptcy code B. holding that the bankruptcy code endows the bankruptcy trustee with the exclusive right to sue on behalf of the estate C. holding that bankruptcy court is without jurisdiction to control disposition of chapter 13 debtors property that is not property of the bankruptcy estate unless the property is related to the bankruptcy proceedings of the code D. holding that the eleventh amendment does not bar a bankruptcy court from issuing a money judgment against a state under the bankruptcy code E. holding that pursuant to federal statute and the courts inherent equitable powers a bankruptcy court had jurisdiction to issue a separate money judgment after determining the amount and dischargeability of a claim

assistant: The best answer is A. holding that the bankruptcy courts as compared to state courts have exclusive jurisdiction to determine issues of dischargeability under the bankruptcy code
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrowers will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the issuance of Letters of Credit, solely for general corporate purposes (including, without limitation, for working capital purposes, for capital expenditures, for the Transactions, for Permitted Business Acquisitions and, in the case of Letters of Credit, for the back-up or replacement of existing letters of credit); provided the amount of Revolving Facility Loans incurred on the Closing Date to finance a portion of the Transactions and for the payment of Transaction Expenses shall not exceed $75,000,000, and (b) the Borrowers will use the proceeds of the 2017 Term B Loans made on the Third Amendment Effective Date to refinance in full the Initial Term B Loans made on the Closing Date to finance a portion of the Transactions and for the payment of Transaction Expenses and (c) the Borrowers will use the proceeds of and the Incremental Term B-1 Loans made on the Incremental Term B-1 Funding Date to finance a portion of the Questcor Transactions and to pay Questcor Transaction Expenses outstanding immediately prior to the Effective Time (as defined in the Third Amendment) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease constitutes the parties’ entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Sublandlord to Subtenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. None of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: errors so serious that counsel was not functioning as the counsel guaranteed the defendant by the Sixth Amendment. Second, the defendant must show that the deficient performance prejudiced the defense.” 466 U.S. 668, 687, 104 S.Ct. 2052, 2064, 80 L.Ed.2d 674 (1984). A habeas petitioner claiming ineffective assistance of counsel must succeed on both prongs of the Strickland test. Butcher v. United States, 368 F.3d 1290, 1293 (11th Cir.2004). The Supreme Court has provided the following explanation regarding Strickland’s application in the guilty plea context: In the context of guilty pleas, the first half of the Strickland [ ] test is nothing more than a restatement of the standard of attorney competence .... [t]he second, or ‘prejudice,’ requirement, on the other hand, focuses 1991) (<HOLDING>). Alvarez-Sanchez’s assertion that Deering did Options: A. holding that defendant was responsible for the delay from the withdrawal of his guilty plea B. holding entry of guilty plea waives challenges to the deprivation of constitutional rights that occurred prior to the entry of the guilty plea emphasis added C. holding that the defendant remains the master of his case particularly with respect to the entry of a guilty plea D. holding that the defendants guilty plea was valid where the district court carefully questioned the defendant about whether he understood the consequences of his guilty plea E. holding entry of a guilty plea waives all nonjurisdictional issues

assistant: The best answer is C. holding that the defendant remains the master of his case particularly with respect to the entry of a guilty plea
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: Agent shall not have any duties except those expressly set forth in the Credit Documents, nor be required to initiate or conduct any Enforcement Action except to the extent directed to do so by Required Lenders while an Event of Default exists. The conferral upon Agent of any right shall not imply a duty on Agent's part to exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.

assistant: Duties
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: a child's educational performance.” See 34 C.F.R. § 300.7(c)(9) (2005); see also Cal.Code Regs, tit. 5, § 3030(f) (2005) (providing pupil is entitled to special education where pupil has "chronic and acute health problem[]” that "adversely affects a pupil’s educational performance”). 8 . The district court reasoned: A contrary finding would effectively negate and render superfluous the statutory and regulatory provisions that a "disorder in a basic psychological process” qualifies as a "specific learning disability” only if, as a result of such disorder, a "severe discrepancy” exists between the child’s intellectual ability and academic achievement. See Cal. Educ.Code § 56337 (2005); Cal.Code Regs, tit. 5, § 3030(j) (2005); see also Hart v. McLucas, 535 F.2d 516, 519 (9th Cir.1976) (<HOLDING>). If a "specific learning disability” were Options: A. holding that it is within the power of the legislature to determine that the community should be beautiful as well as healthy spacious as well as clean wellbalanced as well as carefully patrolled B. holding courts must give effect to every provision and word in a statute and avoid any interpretation that may render statutory terms meaningless or superfluous C. holding that courts should avoid constructions that would render statutory text superfluous D. holding in the construction of administrative regulations as well as statutes it is presumed that every phrase serves a legitimate purpose and therefore constructions which render regulatory provisions superfluous are to be avoided E. holding that statutes should not be interpreted so as to render any of its provisions nugatory

assistant: The best answer is D. holding in the construction of administrative regulations as well as statutes it is presumed that every phrase serves a legitimate purpose and therefore constructions which render regulatory provisions superfluous are to be avoided
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: Throughout the trial, Frantz indicated that he thought the requested tape had particular significance to his defense. Despite the damaging statement on the tape that the robber was armed, Frantz believed that the tape could impeach the credibility of the government’s most knowledgeable witness, Diana Villalobos. Villalobos, the cashier whom Frantz allegedly approached to rob, was the sole witness who described the entire sequence of the robbery. She was also the only witness to testify that she saw Frantz with a gun; the police officers who responded to the scene did not report seeing Frantz with a gun and never recovered one. Accordingly, during his two-day trial, Frantz three times tried to introduce the tape or its transcript, and Lamb told the judge during on ir.1992) (per curiam) (<HOLDING>). (2) How the reply to the jury’s request Options: A. holding that exclusionary rule only requires exclusion of evidence obtained in violation of constitutional rights and that exclusion of evidence obtained in violation of statutory rights is not necessarily required B. holding that a defendants faretta rights were violated by his exclusion from bench conferences covering important issues including the admission of evidence C. holding that defendants right to be present does not extend to bench conferences on legal and scheduling issues in which defense counsel participated and to which defendant could not have made a meaningful contribution D. holding unrecorded objection made at bench did not preserve error regarding admission of evidence E. holding that any error in the exclusion of evidence is cured by the subsequent admission of the evidence

assistant: The best answer is B. holding that a defendants faretta rights were violated by his exclusion from bench conferences covering important issues including the admission of evidence
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: None of Murphy USA, the Company or any other Subsidiary will enter into any Sale/Leaseback Transaction unless (a) the sale or transfer of the property thereunder is permitted under Section 6.05, (b) any Indebtedness and Liens arising in connection therewith are permitted under Sections 6.01 and 6.02 and (c) either (i) such Sale/Leaseback Transaction (A) relates to a fixed or capital asset, (B) is made for cash consideration in an amount not less than the fair value of such asset and (C) is consummated within 90 days after Murphy USA, the Company or any other Subsidiary acquires or completes the construction of such asset or (ii) such Sale/Leaseback Transaction (A) relates to a fixed or capital asset that is not of the type that is described in the definition of the term “ABL Priority Collateral”, (B) is made for cash consideration in an amount not less than the fair value of such asset and (C) after giving pro forma effect thereto (including the incurrence of the Attributable Indebtedness in respect thereof) in accordance with Section 1.04(b), (1) no Default shall have occurred and be continuing, (2) Availability shall exceed the greater of (x) 25% of the lesser of the Aggregate Revolving Commitments and the Borrowing Base (as adjusted in accordance with Section 6.05) and (y) $100,000,000, (3) unless Availability shall exceed the greater of (x) 40% of the lesser of the Aggregate Revolving Commitment and the Borrowing Base (as adjusted in accordance with Section 6.05) and (y) $100,000,000, Murphy USA and the Company shall be in compliance with the covenants set forth in Sections 6.11 (determined as if a Covenant Period were then applicable), (4) Murphy USA and the Company shall be in compliance with, at any time when a Covenant Period shall be in effect, Section 6.11 and, at any time when a Term Loan shall be outstanding, Section 6.12 and (5) the Secured Leverage Ratio shall not exceed 2.50 to 1.00, in the case of clauses (3), (4) and (5), as of the end of or for the period of four consecutive fiscal quarters of Murphy USA then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.04(a)).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have the right to satisfy any obligation of the Company to withhold taxes or other amounts with respect to the Stock Units by withholding Shares otherwise deliverable to the Employee with respect to the Vested Stock Units having a Fair Market Value equal to the statutory minimum amount of such tax or other withholdings. Furthermore, the Company may elect to deduct from any cash payment made to the Employee pursuant to this Agreement the amount of any taxes or other amounts which the Company is or will be required to withhold with respect to such cash payment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except to the extent payable directly by the tenants under the Leases, real estate and personal property taxes shall be prorated as of the Closing Date. If there are any special assessments pending against the Property, Seller shall pay any installment of such special assessments that are due and payable during the year of Closing to, but not including, the Closing Date. If the real estate and/or personal property tax rate and assessments payable during the year of Closing have not been set for the year, then the proration of such taxes shall be based upon the rate and assessments for the preceding tax year and such proration shall be adjusted in cash between Seller and Purchaser upon presentation of written evidence that the actual taxes paid during the year in which the Closing occurs, differ from the amounts used in the Closing in accordance with the provisions of Section 4.2.5 hereof. All taxes imposed due to a change of use of the Property after the Closing Date shall be paid by the Purchaser. If any taxes which have been apportioned shall subsequently be reduced by abatement, the amount of such abatement, less the cost of obtaining the same and after deduction of sums payable to tenants under Leases or expired or terminated Leases, shall be equitably apportioned between the parties hereto, all as more particularly provided in Section 16.21 of this Agreement or in Schedule 16.20 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in this Agreement to the contrary (including Section 4 above), if the Optionee is employed on the date of a Change in Control (as defined in the Plan), and the Optionee’s employment is involuntarily terminated by the Company (other than for cause) on or within two years following the Change in Control, the outstanding Options shall become fully and immediately exercisable. If the employment of the Optionee is terminated by the Company (other than for cause) on or within two years following a Change in Control, all outstanding Options shall continue to be exercisable at any time within three years after the date of such termination of employment, but in no event after the end of the Option Term.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Royalty shall commence for the year ended December 31, 2017, and shall continue until the earlier of (i) the payment equal to the “Maximum Royalty Amount” to each Subscriber as set forth on Schedule A, or (ii) the payment of a Royalty (if any) to the Subscribers for the year ended December 31, 2020.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: after you have received services or goods obtained through your use of the service , uber will facilitate your payment of the applicable charges on behalf of the third party provider as such third party provider 's limited payment collection agent .

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may , but have no obligation to , remove , edit , block , and/or monitor content or accounts containing content that we determine in our sole discretion violates these terms of use .

assistant: Content removal