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: All notices, statements, instructions or other documents required to be given hereunder shall be in writing and shall be given either personally or by mailing the same in a sealed envelope, first-class mail, postage prepaid and either certified or registered, return receipt requested, or by telecopy, and shall be addressed to the respective party as its address set forth earlier in this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All Liens granted to Agent under the Loan Documents are for the benefit of Secured Parties. Promptly upon request, Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral. Each Obligor authorizes Agent to file any financing statement that describes the Collateral as “all assets” or “all personal property” of such Obligor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date to effect or perfect its Lien on any Collateral.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to the remittances described in Section 2.6, Borrower may make additional payments on the Credit Facility. Any optional or mandatory payment received after 11:00 A.M. (including any payment in full of the Obligations and collections received in the Controlled Account) shall be deemed received on the immediately following Business Day. At the option of Lender, all payments on account of the Credit Facility may be first applied to expenses (a hereinafter defined), then to accrued and unpaid interest and then to the principal balance thereof. Borrower shall pay expenses, principal, interest and other amounts payable hereunder without any deduction, setoff, recoupment or counterclaim. Lender’s records of advances and payments under the Credit Facility shall be deemed correct and binding upon Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Payment of the [Alt. A: cash component of the Performance Award and issuance of the PSUs pursuant to the Performance Award] [Alt. B: Performance Award] will be made following the Company’s final determination of its FYxx financial results and the Committee’s approval of Performance Award payouts under the FYxx/FYxx LTIP, but in no event later than the date that is 2.5 months after the end of calendar year in which vesting occurs, or if later, the end of the Company’s tax year in which vesting occurs. [If substituted for cash pursuant to I.3 above,] PSUs will not be exercised for a fraction of a PSU, and components of the Performance Award will be rounded up or down to the nearest whole dollar or whole share, as applicable. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to you, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to the delivery of any component of the Performance Award. Issuance of the PSUs is subject to execution by you and the Company of a Restricted Stock Unit Grant Agreement concerning such PSUs, which shall detail the number of PSUs issued to you and shall include equivalent provisions to those set forth in Sections II.3 – 21 below, but which Restricted Stock Unit Grant Agreement shall not adjust the timing of settlement from that set forth above.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: non custodial parent constitutes an act of domestic violence as to their child.”). Here, the minor child heard Hibbard threaten to kill Buchan, and the child saw Hibbard shoot his father in the neck. Therefore, there was evidence that Buchan’s son had reasonable cause to believe that he was in imminent danger of becoming a victim of domestic violence. Hibbard presented no evidence at either the hearing on the original injunction or the hearing on the motion to dissolve the injunction regarding whether his stepson had reasonable cause to believe that he was in danger of becoming a domestic violence victim. Further, it was improper for the circuit court to dissolve the injunction without allowing Buchan’s son an opportunity to testify. Bond v. Bond, 917 So.2d 268, 271 (Fla. 5th DCA 2005) (<HOLDING>); York v. McCarron, 842 So.2d 281 (Fla. 1st DCA Options: A. holding that the circuit court erred in terminating a hearing on a domestic violence injunction without allowing the petitioner the opportunity to present evidence that facts met the requirements of section 74128 B. holding that trial court erred by not allowing the plaintiff to introduce evidence of prior dealings with the defendant C. holding that where trial court erred in applying established law to the facts of the case it must be reversed and remanded for a new hearing to give the trial court an opportunity to address the issue D. holding that the appellants claim that the circuit court erred in failing to make specific findings of fact as to all claims in the appellants rule 32 petition was not preserved for review because the appellant did not first present the claim to the circuit court E. holding that where a district courts preliminary injunction preventing the appellant from terminating its agreement with the defendant had expired the appellants appeal of the district courts decision to grant that injunction was moot

assistant: The best answer is A. holding that the circuit court erred in terminating a hearing on a domestic violence injunction without allowing the petitioner the opportunity to present evidence that facts met the requirements of section 74128
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 to this letter agreement (i) may demand specific performance of this Agreement and (ii) hereby irrevocably waives any defense based on the adequacy of a remedy at law or the inappropriateness of specific performance as a remedy for breach of this letter agreement in any action that may be brought by any party against any other party in respect of this letter 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: On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,900,000 of Shares. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Company or such other location as the parties shall mutually agree.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be amended or modified upon the consent of the Manager and the Members holding a majority of the Common Units entitled to vote then outstanding (excluding for such purposes all Common Units held directly or indirectly by the Corporation). Notwithstanding the foregoing, no amendment or modification (x) to this Section 16.03 may be made without the prior written consent of the Manager and each of the Members, (y) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter, and (z) to any of the terms and conditions of Article VI or Section 14.01 (and related definitions as used directly or indirectly therein) may be made without the prior written consent of the Manager, which consent may be given or withheld in the Manager’s sole discretion.

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 legal provision and list the applicable contract clause categories. Provision: Upon Lender’s request, Borrower, at Borrower's expense, shall: (i) execute and deliver such further documents and notices satisfactory to Lender; (ii) take any action requested by Lender to carry out the intent of this Agreement and the other Revolving Loan Documents; and (iii) provide such reports and information available to Borrower concerning the business, financial condition and business of Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Care, Inc., 39 Cal.App.4th 508, 46 Cal.Rptr.2d 16, 24 (1995) (“There cannot be a valid express contract and an implied contract, each embracing the same subject, but requiring different results.” (citation and internal quotation marks omitted)). The other possible theory urged by Dinwiddie is that United had a good faith obligation to continue to negotiate delay damages. But even if United had such an obligation, Dinwiddie could not recover because any damages from a breach of such an obligation is inherently speculative. See, e.g., Vestar Dev. II v. Gen. Dynamics Corp., 249 F.3d 958, 961-62 (9th Cir.2001); accord Auerbach v. Great W. Bank, 74 Cal.App.4th 1172, 88 Cal.Rptr.2d 718, 732 (1999). See also Copeland v. Baskin Robbins USA 96 Cal.App.4th 1251, 117 Cal. Rptr.2d 875, 884-85 (<HOLDING>). Therefore, under either theory, United was Options: A. holding that generally punitive damages are not available for a breach of contract B. holding damages for emotional distress are not recoverable in an action for breach of contract whether express or implied in the absence of a showing that the parties contemplated such damages at the time the contract was made C. holding that damages for a breach of contract to negotiate an agreement are measured by the injury suffered by the plaintiff in relying on the defendant to negotiate in good faith not by expectation damages D. holding that although some breach of contract damages were calculable specific damages for which grogan sought injunctive relief were intangibles incapable of being measured by damages E. holding that a contract must entitle the plaintiff to money damages in the event of the governments breach of that contract

assistant: The best answer is C. holding that damages for a breach of contract to negotiate an agreement are measured by the injury suffered by the plaintiff in relying on the defendant to negotiate in good faith not by expectation damages
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: increased the sentence based on the aggravated sexual abuse that occurred during the kidnapping. As previously stated, pursuant to § 2A3.1(b)(1), because the kidnapping offense was committed by means set forth in the aggravated sexual abuse statute, § 2241, Appellant’s sentence was increased four levels. Those means include, in relevant part, “using force against the victim [or by] threatening or placing the victim in fear that any person will be subject to death, serious bodily injury, or kidnapping.” § 2A3.1, cmt. n. 2. Appellant contends that the display of the gun was the force or threat of force used to commit the aggravated sexual abuse, and therefore the four-level increase should be prohibited as double counting. See United States v. Franks, 230 F.3d 811, 813-14 (5th Cir.2000) (<HOLDING>); United States v. Katalinic, 510 F.3d 744, 748 Options: A. holding that to apply the firearm enhancement the firearm need only reflect the context of the defendants possession and the defendants ability to use the firearm to promote the controlled substance offense B. holding that in a prosecution for possession of an unregistered firearm evidence of an armed robbery committed with the firearm was admissible C. holding that to enhance a sentence because of the defendants use of a firearm the jury must find the defendant guilty of a crime involving a firearm or otherwise specifically find that a firearm was used D. holding that an enhancement for an express threat of death may not be applied to the sentence for robbery when the threat is related to the use of the firearm and the defendant has a 924c sentence for the same firearm E. holding that threat occurring 36 days before possession of firearm not present threat

assistant: The best answer is D. holding that an enhancement for an express threat of death may not be applied to the sentence for robbery when the threat is related to the use of the firearm and the defendant has a 924c sentence for the same firearm
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 acknowledges and agrees that irreparable injury to Company may result in the event that Employee breaches any covenant in this Agreement, and that the remedy at law for the breach of any such covenant will be inadequate. If Employee engages in any act in violation of any provision of paragraph 13, Employee agrees that Company shall be entitled, in addition to such other remedies and damages that may be available to it by law or under this Agreement, to injunctive relief to enforce such provisions without the necessity of posting a bond.

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: While Employee is employed by the Company and at all times f ollowing the termination of Employee’s employment for any reason, Employee shall not, directly or indirectly, for Employee or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity , or otherwise, make any statements that are inflammatory, detrimental, slanderous , or negative in any way to the interests of the Company or any Affiliate.

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: Without limiting any provisions of this Agreement, SpinCo shall bear any and all Taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges, including any Charges, payable by it pursuant to this Agreement, including all sales, use, value-added, and similar Taxes, but excluding any Taxes on Parent’s income. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Agreement, SpinCo shall be entitled to withhold from any payments to Parent any such Taxes that SpinCo is required by applicable Law to withhold and shall pay such Taxes to the applicable Taxing Authority.

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: Employee acknowledges that without this Agreement, Employee is otherwise not entitled to all of the consideration listed in this Section 1(b), (c), (d), (e) and (f), including pursuant to any prior agreement between Employee and the Company.

assistant: General
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 RSU grant and the provisions of this Award Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to such state’s conflict of laws or provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this grant or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of North Carolina and agree that such litigation shall be conducted in the courts of Mecklenburg County, North Carolina, or the federal courts for the United States for the Western District of North Carolina, where this grant is made and/or to be performed.

assistant: Venues
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 period of Executive’s employment with the Company, Executive shall not: (i) engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is pursued for gain or profit and including service as a director of any other company, except as approved in advance in writing by the Company; provided, however, that (i) Executive may undertake and fulfill all necessary and appropriate responsibilities to serve as Executive Vice President and General Counsel of vTv; (ii) Executive shall be entitled to manage Executive’s personal investments and otherwise attend to personal affairs, including charitable, social and political activities, in a manner that does not unreasonably interfere with Executive’s responsibilities hereunder, and (iii) other than as set forth above, Executive may not accept or engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor, except as approved in advance in writing by the Company and such approval will not be unreasonably withheld.

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 case excerpt and choose the best holding from the options. Case excerpt: protections that Miranda affords. A. The holding in Edwards v. Arizona makes clear the unreasonableness of the state court decision. As required by that case, Sessoms “expressed his desire” for the assistance of counsel, and was therefore “not subject to further interrogation by the authorities until counsel [had] been made available to him.” Edwards, 451 U.S. at 484-85, 101 S.Ct. 1880. “Invocation of the Miranda right to counsel ‘requires, at a minimum, some statement that can reasonably be construed to be an expression of a desire for the assistance of an attorney.’ ” Davis, 512 U.S. at 459, 114 S.Ct. 2350 (quoting McNeil v. Wisconsin, 501 U.S. 171, 178, 111 S.Ct. 2204, 115 L.Ed.2d 158 (1991)); see also Miranda v. Arizona, 384 U.S. 436, 444-45, 86 S.Ct. 1602, 16 L.Ed.2d 694 (1966) (<HOLDING>). These decisions, which constitute clearly Options: A. holding that an individual can waive any process to which he or she has a right B. holding that a suspect must be warned prior to any questioning that he has the right to remain silent that anything he says can be used against him in a court of law that he has the right to the presence of an attorney and that if he cannot afford an attorney one will be appointed for him prior to any questioning if he so desires C. recognizing that subject matter jurisdiction can be questioned at any time and with respect to any claim D. holding that if a suspect indicates in any manner and at any stage of the process that he wishes to consult with an attorney before speaking there can be no questioning E. holding that a defendant need not be advised of the right to terminate questioning at any time

assistant: The best answer is D. holding that if a suspect indicates in any manner and at any stage of the process that he wishes to consult with an attorney before speaking there can be no questioning
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 Closing shall take place at the offices of Escrow Company on the Closing Date, or through customary closing escrow arrangements reasonably acceptable to Seller and Purchaser by the delivery of documents and funds to Escrow Company on or prior to the Closing Date. Subject to the terms and conditions set forth herein, Purchaser shall have the right to accelerate the Closing Date by providing written notice to Seller of such date, which date must be at least three (3) Business Days from the date such notice is delivered in accordance with the provisions of Section 13.1 ; provided, however, that Purchaser shall have the one-time right to revoke such acceleration notice and amend the proposed Closing Date by selecting another Business Day to be the Closing Date by delivering written notice to Seller at least two (2) days prior to the previously selected Closing Date (provided that such revised Closing Date is not later than January 29, 2016). Each of Purchaser and Seller acknowledges that its respective undertakings to close this transaction promptly on the Closing Date is a material inducement to the other to execute this Agreement, that time is of the essence and that neither party shall have any obligation or right to extend, postpone or reschedule the Closing, except as expressly set forth herein. Subject to the terms and conditions set forth herein, Purchaser shall have the right to extend the Closing Date for a period of up to fourteen (14) days beyond the original Closing Date. To the extent Purchaser elects to extend the Closing Date pursuant to the preceding sentence, then as a condition precedent to the effectiveness of such extension, Purchaser shall (i) not later than three (3) Business Days prior to the original Closing Date (time being of the essence) deliver written notice of such extension to Seller and Escrow Agent and (ii) not later than two (2) Business Days before the original Closing Date deposit with Escrow Agent the additional sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) by wire transfer of immediately available U.S. Federal funds which shall become part of the Deposit for all purposes under this Agreement and which shall be applied to the Purchase Price at Closing in accordance with the terms of this Agreement (the “ Closing Extension Deposit ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender sustains or incurs as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder for nine months.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JURISDICTION SET FORTH IN ARTICLE 10 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: sanctions for discovery abuse against any party even after a judgment has been rendered and it is clear by the Certificate of Non-Appearance filed with the Court on June 21, 2011 and part of the court’s record that Landrah Polansky failed to appear at a duly noticed deposition — the Court can and perhaps still should add to the judgment for the Non-Movants by sanctioning this admittedly abusive behavior. (Emphasis added.) The Builders did not, however, move for sanctions after the trial court rendered its judgment. Therefore, to the extent that the trial court awarded sanctions on a rule or statutory-basis never asserted by the Builders in a motion for sanctions and without supporting evidence, it abused its discretion. See Greene, 174 S.W.3d at 299-301; Unifund CCR, 299 S.W.3d at 98 (<HOLDING>). Because we must consider “whether the court Options: A. holding that trial court abused its discretion by denying a motion for rule 11 sanctions without adequate explanation B. holding trial court abused discretion by assessing sanctions without supporting evidence C. holding trial court abused its discretion by assessing sanctions based on inadmissible document D. holding that trial court erred by imposing sanctions against attorney without notice and hearing but error was cured by attorneys subsequent challenge to sanctions E. holding that record was inadequate to conclude that trial court abused its discretion in awarding death penalty sanctions where relator did not provide court with hearings on sanctions or motion to compel

assistant: The best answer is B. holding trial court abused discretion by assessing sanctions without supporting 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 case excerpt and choose the best holding from the options. Case excerpt: that there was evidence that Johnson attempted to correct his course after losing control). But a defendant can be deemed negligent for failing to take an action that she should have taken, just as she can be deemed negligent for taking an action that she should not have taken. In this instance, as the majority points out, "[the evidence here showed that Johnson lost control of his vehicle upon encountering the snow patch." Maj. op. at 118; see also id. at 18 ("An investigation of the scene revealed that Johnson lost control of his vehicle when he hit an icy patch of snow on the road."). Thus, the question is whether Johnson acted reasonably-either in taking or failing to take action-after he hit the ice patch and lost control of the vehicle See, eg., Kendrick, 252 P.3d at 1059 (<HOLDING>). The Jury said yes. {88 Second, the majority Options: A. holding that the attorneys conduct must be viewed in light of the totality of the cireumstances to determine whether that conduct constitutes a violation of colo rpc 8ah B. holding that the court must determine whether the employees consent to the settlement agreement was knowing and voluntary C. holding that the jury must determine whether the partys conduct was reasonable under the cireumstances D. holding that trial court must determine whether fifth amendment violation was harmless beyond a reasonable doubt E. holding that jury instructions must allow the jury to determine the issues presented intelligently

assistant: The best answer is C. holding that the jury must determine whether the partys conduct was reasonable under the cireumstances
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: 783 A.2d 543, 557 n. 54 (Del.2001); Security First Corp. v. U.S. Die Casting & Dev. Co., 687 A.2d at 568; Mattes v. Checkers Drive-In Rests., Inc., 2001 WL 337865, at *5 (Del.Ch.); Dobler v. Montgomery Cellular Holding Co., 2001 WL 1334182, at *3; Sahagen Satellite Tech. Group, LLC v. Ellipso, Inc., 791 A.2d 794, 796 (Del.Ch. 2000). 42 . The "credible basis” standard is also settled law in those states that look to Delaware law for guidance on matters of corporation law. See, e.g., Arctic Fin. Corp. v. OTR Express, Inc., 272 Kan. 1326, 38 P.3d 701, 703-04 (2002) (looking to Security First and Thomas & Betts for guidance regarding a books and records inspection under Kansas law); Towle v. Robinson Springs Corp., 168 Vt. 226, 719 A.2d 880, 882 (1998) ( , 2001 WL 1334182, at *4 (Del.Ch.) (<HOLDING>); Saito v. McKesson HBOC, Inc., 2001 WL 818173, Options: A. holding that the postconviction court is the sole judge of the weight of the evidence and the credibility of witnesses B. holding that trademark infringement must be demonstrated by a preponderance of the credible evidence C. holding that causes of actions against directors of corporations for breach of fiduciary duty are contract actions D. holding that the plaintiffshareholders demonstrated a credible basis for its 220 claim tjhrough the testimony of their two trial witnesses and the documents introduced as evidence regarding the actions of the corporations board of directors through evidence of suspicious expense figures E. recognizing a cause of action against a corporations directors brought by a creditor for the fraudulent misrepresentation of the corporations financial condition

assistant: The best answer is D. holding that the plaintiffshareholders demonstrated a credible basis for its 220 claim tjhrough the testimony of their two trial witnesses and the documents introduced as evidence regarding the actions of the corporations board of directors through evidence of suspicious expense figures
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 provision of this Agreement is held invalid, illegal, or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provisions to the extent enforceable, shall be binding and remain in full force and effect. Further, each particular prohibition or restriction set forth in any Section of this Agreement shall be deemed a severable unit, and if any court of competent jurisdiction determines that any portion of such prohibition or restriction is against the policy of the law in any respect, but such restraint, considered as a whole, is not so clearly unreasonable and overreaching in its terms as to be unconscionable, the court shall enforce so much of such restraint as is determined to be reasonably necessary to protect the legitimate interests of Company. Employee and Company expressly agree that, should any court of competent jurisdiction find or determine that any of the covenants contained herein are overly-broad or otherwise unenforceable, the court may “blue-pencil,” modify, and/or reform any such covenant (in whole or in part) so as to cure the over-breadth or to otherwise render the covenant 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: institution for an aggregate period of one hundred eighty days or more.” 8 U.S.C. § 1101(f)(7). The Attorney General may also decide that, “for other reasons,” the alien has failed to establish good moral character. 8 U.S.C. § 1101(f). Section 1255(i)(l)(B)(i) permits aliens who are beneficiaries (or spouses or children of beneficiaries) of approved immigrant visa petitions that were filed before April 30, 2001, to apply for adjustment of status to that of a lawfully admitted alien. The Government contends that under § 1252(a)(2)(B), we may not review any order granting or denying §§ 1229b and 1255 relief, regardless of whether relief was denied as a matter of discretion or because a nondiscretionary factor was found to preclude eligibility for relief. We disagree. Mindful of ir.2001) (<HOLDING>). Other circuits have also found that the same Options: A. holding that a determination regarding whether an alien met the continual physical presence requirement of 1229b was nondiscretionary and thus reviewable B. holding that the decision whether an alien meets the hardship requirement in 8 usc 1229b is a discretionary judgment C. holding that a determination that precluded an alien from even applying for relief under section 1255 is a purely legal question that is reviewable D. holding that an aliens continuous physical presence is broken if the alien was offered and accepted the opportunity to withdraw an application for admission E. holding that whether an alien satisfies the continuous presence requirement of 8 usc 1229b is a nondiscretionary determination because it involves straightforward statutory interpretation and application of law to fact and is therefore reviewable

assistant: The best answer is A. holding that a determination regarding whether an alien met the continual physical presence requirement of 1229b was nondiscretionary and thus reviewable
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 for the representations and warranties contained in this Article II (as modified by the Schedules hereto, as applicable), neither Seller nor any other Person makes any other express or implied representation or warranty with respect to Seller or the transactions contemplated by this Agreement, and Seller disclaims any other representations or warranties, whether made by Seller or any of its Affiliates, officers, directors, employees, agents or representatives. Except for the representations and warranties contained in Article II hereof (as modified by the Schedules hereto, as applicable), Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or its Affiliates or representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any manager, officer, employee, agent, consultant, or representative of Seller or any of its Affiliates). Seller makes no representations or warranties to Buyer regarding the probable success or profitability of Seller. The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The invalidity or unenforceability of any provision of this Agreement will not affect the validity or unenforceability of any other provision. If any provision is found to be invalid or unenforceable as written, it will be deemed modified to the minimum extent necessary to render it valid 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: and cure,” the cont fact that the indemnity contract is actually a promise to pay money cannot be divorced from the overall purpose of the transaction, which was maritime, nor the fact that a maritime right was given up as consideration. See Deval Denizcilik Ve Ticaret A.S. v. Agenzia Tripcovich S.R.L., 513 F.Supp.2d 6, 9 (S.D.N.Y.2007) (distinguishing mere promise to pay money from promise to pay money that served as consideration to gain release of maritime cargo from possible lien). In this case, the LOI was “entered into in connection with [a] maritime commercial venture” and, thus, is a contract that is “maritime in nature.” Williamson, 542 F.3d at 49. Therefore, the Court has admiralty jurisdiction over a lawsuit alleging breach of that maritime contract. See id. at 49 (<HOLDING>); Deval, 513 F.Supp.2d at 9 (holding that court Options: A. holding that at will contracts of employment are subject to tortious interference with contracts claims B. holding noncompete nondisclosure and lease contract agreements were maritime contracts when used in the context of employment aboard an exploration vessel C. holding that the court was not bound by the parties agreement that contracts were unambiguous and holding that contracts were ambiguous D. holding implied covenant of good faith and fair dealing found in some commercial contracts does not extend to atwill employment contracts E. holding that standard noncompete nondisclosure and lease contracts were still maritime contracts because of nature and character and connection to maritime commercial venture

assistant: The best answer is E. holding that standard noncompete nondisclosure and lease contracts were still maritime contracts because of nature and character and connection to maritime commercial venture
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 this Agreement and the Ancillary Agreements have been duly authorized by all necessary action by the Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. The Agreement and the Ancillary Agreements will not violate any term of any of the Purchaser’s governing documents or any other agreement, judicial decree, statute or regulation to which the Purchaser is a party or by which the Purchaser or any of its assets may be bound or affected. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Purchaser. This Agreement, assuming due authorization, execution and delivery by the Seller and Company, constitutes the valid and binding obligations of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable remedies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from such date. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the British Virgin Islands (excluding its conflict of law rules).

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 Purchased Entity and each Indirect Purchased Entity is a limited liability company duly formed, validly existing and in good standing in each jurisdiction in which it was formed. The Purchased Entity and each Indirect Purchased Entity is duly qualified to carry on its activities in each jurisdiction in which the conduct of its activities or the ownership, leasing or operation of its property and assets, requires such qualification.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the capacity to prejudice the penalty-phase proceedings of a capital murder case. Erazo, supra, 126 N.J. at 132, 594 A.2d 232; State v. Moore, 113 N.J. 239, 276-77, 550 A.2d 117 (1988). ‘With the stakes so high, the possibility of prejudice on the penalty phase persists as a cause for continuing concern.” Erazo, supra, 126 N.J. at 132, 594 A.2d 232. The use of two juries “commends itself when guilt-phase evidence is so prejudicial that the same jury could not fairly sit on both phases of the trial.” Id. at 133, 594 A.2d 232 (citing Monturi, supra, 195 N.J.Super. 317, 478 A.2d 1266). One instance in which the Court has required separate juries is when the State relies on aggravating factor c(4)(a), conviction of another murder. See Biegenwald IV, supra, 126 N.J. at 43-44, 594 A.2d 172 (<HOLDING>). Except for that specific category of cases Options: A. recognizing the diminished importance of the state policy factor B. recognizing that our finding that defendant is entitled to voir dire potential jurors on the possible blinding impact of the e4a factor most likely will require a twojury system for all capital cases in which the state seeks to prove that factor C. holding that the most critical factor is the degree of success obtained D. recognizing that court need not address each hahn factor if defendant does not raise issue relating to that factor E. recognizing that the third factor permanence is the most important

assistant: The best answer is B. recognizing that our finding that defendant is entitled to voir dire potential jurors on the possible blinding impact of the e4a factor most likely will require a twojury system for all capital cases in which the state seeks to prove that factor
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 consuming public upon the franchised retailers” at the state level. Tracy, 519 U.S. at -, 117 S.Ct. at 820. Es sentially, utilities were principally an intrastate concern at this point. This began to change in the early twentieth century, when the natural gas industry, and later the electric industry, developed into more interstate concerns. As a corollary, the Supreme Court eventually confronted the issue of whether state regulation of the sale of natural gas in interstate commerce violated the Commerce Clause. Through its disposition of several eases, the Supreme Court devised a bright-line test to determine whether a state regulation of natural gas sales violated the Commerce Clause. See generally Missouri v. Kansas Gas Co., 265 U.S. 298, 44 S.Ct. 544, 68 L.Ed. 1027 (1924) (<HOLDING>); Pub. Util. Comm’n for Kansas v. Landon, 249 Options: A. holding that state restrictions on electronic license plates might constitute an undue burden on interstate commerce so the claim fell within the zone of interests protected by the dormant commerce clause B. holding that attempt by state to fix rates chargeable in sale of natural gas to distributor in another state is direct burden on interstate commerce C. holding that the government can satisfy the hobbs act interstate commerce requirement by showing that the robbery resulted in the closure of a business engaged in interstate commerce D. recognizing that the interstate nexus requirement is satisfied by proof of a probable or potential impact on interstate commerce E. holding that commerce clause authorizes congress to punish any particular criminal action even without proof of a relation to interstate commerce when the activity is part of a class of activities determined by congress to affect interstate commerce

assistant: The best answer is B. holding that attempt by state to fix rates chargeable in sale of natural gas to distributor in another state is direct burden on interstate commerce
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller has at all times since December 31, 2013 complied and is in compliance with, in each case in all material respects with respect to all applicable Laws related to its ownership and operation of the Company.

assistant: Compliance With Laws