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 case excerpt and choose the best holding from the options. Case excerpt: weave through the labyrinth of criminal statutes, administrative code provisions, and not-yet-codified agency rules is inconsistent with the “process” our Founding Fathers believed we were due before being charged with criminal offenses. No person of ordinary intelligence could determine what he is prohibited to possess or deal by the term “synthetic drug” in Ind. Code §§ 35-48-4-10(a) and 11, based on Ind.Code §§ 35-31.5-2-321(9) and 25-26-13-4.1. Therefore the portions of Ind.Code §§ 35-48-4-10(a) and 11 in effect at the time of Ashfaque’s alleged offenses are void for vagueness to the extent they rely on definitions, including unnamed substances “structurally derived” from other substances, found in Ind.Code §§ 35-31.5-2-321(9) and 25-26-13-4.1. See Health-script, 770 N.E.2d at 816 (<HOLDING>). [19]We distinguish our holding here from Options: A. holding such statutes are not analogous statutes of limitation for erisa purposes B. holding the requirement that a person search through multiple statutes then through the administrative code lacks the sufficient definiteness that due process requires for penal statutes C. holding the voidforvagueness doctrine requires that a penal statute define the criminal offense with sufficient definiteness that ordinary people can understand what conduct is prohibited D. holding the double jeopardy clause applicable to the states through the due process clause of the fourteenth amendment E. holding that the statutes abrogated the common law

assistant: The best answer is B. holding the requirement that a person search through multiple statutes then through the administrative code lacks the sufficient definiteness that due process requires for penal statutes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the officer testified that he felt the lump in the front pocket of the defendant's jacket and that he examined the lump with his fingers and determined it to be crack cocaine wrapped in cellophane. Id. The Supreme Court adopted the Minnesota Supreme Court's holding that the search was unconstitutional. The rationale for finding the search unconstitutional was because the officer concluded that the lump was contraband only after " 'squeezing, sliding and otherwise manipulating the contents of the defendant's pocket'-a pocket which the officer already knew contained no weapon." Id. at 378, 113 S.Ct. at 2138. Therefore, despite the officer's lawful right to place his hands on the defendant's jacket pursuant to the Terry exc , cert. denied, 498 U.S. 856, 110 S.Ct. 161, 107 L.Ed.2d 118 (<HOLDING>). Second, the officers were justified in Options: A. holding that a tip may provide the reasonable suspicion necessary to justify an investigatory stop B. holding there was no reasonable suspicion which would justify an investigatory stop despite report of a domestic disturbance C. holding that taillight and license plate violations justify investigatory stop of automobile D. holding that circumstances created reasonable suspicion for investigatory stop E. holding that an areas reputation for criminal activity alone cannot justify an investigatory stop

assistant: The best answer is C. holding that taillight and license plate violations justify investigatory stop of automobile
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 trial court overruled the objection, and appellant now contends that the trial court erred in doing so. Assuming that appellant properly preserved the issue for appeal by not objecting until the third question was asked, we find no error in the trial court’s ruling. Because appellant’s defense was that Payton Grant killed the victim after having sex with appellant and later planted the bloody shirt in appellant’s home and the victim’s driver’s license in his garbage, it was not improper for the prosecutor to question Investigator Morgan regarding the failure of appellant, who agreed to and did speak with the police, to mention that the red shirt was not his and that someone else put it in his home with the blood on it. See Seabolt v. Norris, 298 Ga. 583, 587 (783 SE2d 913) (2016) (<HOLDING>); Johnson v. State, 292 Ga. 785, 788 (741 SE2d Options: A. holding that a teachers complaint to school authorities that her principal had instructed her to make improper changes in her own students grades was unprotected because it was made pursuant to her official duties B. holding that it did not violate the defendants right to remain silent when the prosecutor questioned her about inconsistencies between her pretrial statements to authorities and her defense at trial C. holding that an applicant who convincingly demonstrated that she could not rely on the authorities to protect her from her fathers abuse and that by turning to governmental authorities for help her circumstances may well have worsened was not required to report private persecution to government authorities to qualify for asylum D. holding that threatening employee to mind her own business investigating her videotaping her without her permission and forcing her to take polygraph could not be considered adverse employment actions because they had no effect on conditions of employment E. holding that evidence of a defendants invocation of the right to remain silent ordinarily is not admissible at the defendants criminal trial

assistant: The best answer is B. holding that it did not violate the defendants right to remain silent when the prosecutor questioned her about inconsistencies between her pretrial statements to authorities and her defense at trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing, sent by telecopier, mailed or delivered, (i) if to the Borrower, at its address specified in or pursuant to the Credit Agreement, (ii) if to any Subsidiary Grantor, to it c/o the Borrower at its address specified in or pursuant to the Credit Agreement, (iii) if to the Administrative Agent, to it at the Notice Office of the Administrative Agent, and (iv) if to any Lender, at its address specified in or pursuant to the Credit Agreement; or in any case at such other address as any of the Persons listed above may hereafter notify the others in writing. All such notices and communications shall be mailed, telecopied, sent by overnight courier or delivered, and shall be effective when received.

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 Company shall provide the same disability insurance coverage benefits to the Executive as provided to similarly situated executives of the Company. If, during his employment with the Company, the Executive receives Short-Term Disability Payments, then the Company shall pay the Executive the difference between the Short-Term Disability Payments and the portion of his then-current Annual Base Salary the Company would have paid him while receiving Short-Term Disability Payments. If the Executive is Disabled during his employment with the Company and otherwise entitled to receive salary and bonus payments under this Agreement, then any such salary and bonus payments (or such payments in lieu of salary and bonus payments) shall be reduced by the amount of any Short-Term Disability Payments received by the Executive for the period of short-term disability and any benefits paid for the same period under the Company-provided disability insurance coverage.

assistant: Disability
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: 2005) (applying Indiana law); Trinity Universal Ins. Co. v. Stevens Forestry Serv., Inc., 335 F.3d 353, 356 (5th Cir.2003) (applying Louisiana law); Finley v. Home Ins. Co., 90 Hawaii 25, 975 P.2d 1145, 1150-55 (Haw.1998); Cent. Mich. Bd. of Trs. v. Employers Reins. Corp., 117 F.Supp.2d 627, 634-35 (E.D.Mich.2000) (applying Michigan law); Fed. Ins. Co. v. X-Rite, Inc., 748 F.Supp. 1223, 1229 (W.D.Mich.1990)(same); Driggs Corp. v. Pa. Mfrs. Ass’n Ins. Co., 3 F.Supp.2d 657, 659 (D.Md.l998)(applying Maryland law); Nisson v. Am. Home Assur. Co., 917 P.2d 488, 490 (Okla.Civ.App.1996); HK Sys., Inc. v. Admiral Ins. Co., No. 03 C 0795, 2005 WL 1563340, at *8-10 (E.D.Wis. June 27, 2005)(applying Wisconsin law); Tank v. State Farm Fire & Cas. Co., 105 Wash.2d 381, 715 P.2d 1133, 1137-38 (1986)(<HOLDING>). In rejecting a per se rule, these courts hold Options: A. holding insurer not liable for bad faith when it denied insureds claim based on a good faith dispute regarding the interpretation of a rule B. holding that insured may recover attorneys fees from insurer where insurer acts in bad faith C. holding there can be no claim for bad faith when an insurer has promptly denied a claim that is in fact not covered D. holding that potential conflict created by reservation of rights mandates enhanced obligations of good faith for attorneys whose fees are covered by insurer E. holding that beneficiaries of an alleged will may recover reasonable expenses and attorneys fees when defending a will in good faith

assistant: The best answer is D. holding that potential conflict created by reservation of rights mandates enhanced obligations of good faith for attorneys whose fees are covered by insurer
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 and other communications provided for hereunder shall be given in the form and manner provided in Section 10.02 of the Credit Agreement, and, if to Agent, shall be mailed, sent, or delivered to Agent in accordance with Section 10.02 in the Credit Agreement, if to Borrower, shall be mailed, sent, or delivered to Borrower in accordance with Section 10.02 in the Credit Agreement, and, if to the Specified Cash Management Provider, shall be mailed, sent or delivered to the address set forth below, or, in each case as to any party, at such other address as shall be designated by such party in a written notice to the other party.

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: On or before the Delivery Date, the Company may require Holder (or Holder’s Beneficiary) to pay to the Company an amount the Company deems necessary to satisfy its (or an Affiliate’s) obligation to withhold federal, state, local, and foreign income or other taxes that Holder incurs as a result of the settlement of the Award. Such tax obligations may be paid by Holder (or Holder’s Beneficiary) to the Company (a) in cash, (b) by delivery of previously owned shares of Common Stock, (c) through net settlement of the Award, or (d) through any other method permitted under the Plan and approved by the Committee. If the tax obligations are satisfied through the withholding of shares of Common Stock through net settlement, the number of shares of Common Stock that may be withheld shall be limited to the number of shares of Common Stock that have an aggregate Fair Market Value on the Delivery Date equal to the aggregate amount of the tax liabilities determined based on the applicable minimum statutory withholding rates for federal, state, local, and foreign tax purposes, including payroll taxes, or such other withholding rate as determined by the Committee in its discretion if determined not to be detrimental to the Company or Holder.

assistant: Withholdings
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 Amendment and ML4 contain the entire agreement between Lessor and Tenant with respect to the subject matter hereof. No representations, warranties or agreements have been made by Lessor or Tenant except as set forth in this Amendment and ML4.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Reports or in connection with the transactions contemplated by the Transaction Documents, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

assistant: Transactions With Affiliates
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: Haines City Cmty. Dev. v. Heggs, 658 So.2d 523, 527 (Fla.1995)). In so doing, we do not review the sufficiency of Dr. Simon’s pre-suit affidavit. See id. at 1135. Nor do we consider whether Dr. Nieves would have been entitled to an evidentiary hearing had he asked for one. Rather, the narrow but dispositive certio-rari issue before us is whether the trial judge had an obligation to conduct an evidentiary hearing before she ruled. There is no clearly established statutory or case law mandating such a requirement. In the first place, there is no automatic requirement that there be an evidentiary hearing on pre-suit motions to dismiss. Some cases are quite clear an evidentiary hearing is not necessary. Edwards v. Sunrise Ophthalmology Asc, LLC, 134 So.3d 1056, 1059 (Fla. 4th DCA 2013) (<HOLDING>); Yocom v. Wuesthoff Health Sys., Inc., 880 Options: A. holding that the supreme court does not require an evidentiary hearing in every case B. holding an evidentiary hearing on the applicability of equitable estoppel C. holding that there is no need for an evidentiary hearing when the petitioners habeas submissions demonstrate that the petitioner is conclusively entitled to relief in such circumstances an evidentiary hearing would be a waste of judicial resources D. holding without remanding for an evidentiary hearing that an infectious disease doctor does not specialize in the same or similar specialty as an ophthalmologist E. holding that such statements were not even enough for an evidentiary hearing

assistant: The best answer is D. holding without remanding for an evidentiary hearing that an infectious disease doctor does not specialize in the same or similar specialty as an ophthalmologist
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 4.02 hereof, this Agreement has a one-year term and shall continue in force until the first anniversary of the date hereof. Thereafter, this Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. It is the Board’s duty to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

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: 12.4 no conditions , warranties or other terms ( including any implied terms as to satisfactory quality , fitness for purpose or conformance with description ) apply to the service except to the extent that they are expressly set out in the terms .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The shares of Common Stock issuable to the Participant pursuant to this Agreement will be issued pursuant to the authority granted under the Plan (which has been provided to Grantee), and are subject to the terms and conditions of the Plan, as the same may be amended from time to time. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and interpretations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Participant.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: for additional workers’ compensation benefits; however, the parties ultimately entered into an agreement compromising all claims and releasing the insurer and employer from paying any expenses that may be incurred in the future. Thirteen years later, Sopko filed a petition with Department for additional compensation. After a hearing before Department, the agreement was set aside because “Sopko demonstrated a substantial, and unforeseen, post-release, physical change of condition.” Id. ¶ 5, 575 N.W.2d at 227. On appeal, this Court noted that “[o]rdinarily 16, 232 N.W.2d 463, 467 (1975) (concluding that when the consequences of an injury are newly discovered after the release is signed, the release may be set aside); Chittenden v. Jarvis, 68 S.D. 5, 11, 297 N.W. 787, 789-90 (1941) (<HOLDING>). Further, Sopko is distinguishable from the Options: A. holding that claimant may simultaneously receive unemployment benefits and workers compensation for temporary partial disability where statute only precludes receipt of workers compensation for temporary total or permanent total disability if claimant is receiving unemployment benefits B. holding that similarity between florida workers compensation disability law and social security disability law require that the alj give great weight to the florida determination C. holding that a workers compensation proceeding is a legal proceeding D. holding that in a workers compensation case a third party bad faith cause of action does not accrue until judgment is entered on the underlying case E. holding that discovery of a disability after a workers compensation award is entered will not justify reopening

assistant: The best answer is E. holding that discovery of a disability after a workers compensation award is entered will not justify reopening
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: as viewing Caldwell’s allegations in a light most favorable to him, the court concludes that a reasonable trier of fact may conclude that Caldwell has set forth claims of excessive force with respect to the incidents of February 18, 2009, March 11, 2009, April 15, 2009, and May 27, 2009. As a result, the court will deny the motion to dismiss as to these incidents. However, with respect to the incident of May 26, 2009, it cannot be said that the actions taken by Defendant Officer Bleich on that date rise to the level of a constitutional violation. The fact that on that date Defendant Officer Bleich punched Caldwell once in the back of the head is not the type of condition which rises to the level of an Eighth Amendment violation. See Reyes v. Chinnici, 54 Fed. Appx. 44, 47 (3d Cir.2002) (<HOLDING>); Brown v. Vaughn, No. 91-2198, 1992 WL 82310, Options: A. holding that exhaustion requirement applies to excessive force claims B. holding that inquiry as to whether officers are entitled to qualified immunity for use of excessive force is distinct from inquiry on the merits of the excessive force claim C. holding officers punch of an inmate was not excessive force D. holding that ordering police officers to use excessive force in bringing a lawyer into court was a judicial act E. holding that excessive force claims are not subject to exhaustion requirement

assistant: The best answer is C. holding officers punch of an inmate was not excessive force
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 Amendment, together with the Credit Agreement and the Other Documents, constitutes the entire agreement and understanding among the parties relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings relating to such subject matter. In entering into this Amendment, each Borrower and each Guarantor acknowledges that it is relying on no statement, representation, warranty, covenant or agreement of any kind made by Agent or any Lender or any employee or agent of Agent or any Lender, except for the agreements of Agent and the Lenders set forth herein. This Amendment shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Amendment or any part hereof to be drafted.

assistant: Integration
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 Letter Agreement may only be enforced by CF Corp at the direction of GSO, and nothing set forth in this Letter Agreement shall be construed to confer upon or give to the Company or any other Person (including CF Corp’s and the Company’s direct and indirect creditors), other than the parties hereto and their respective successors and permitted assigns, any rights to enforce the Commitment or to cause CF Corp to enforce the Commitment. Notwithstanding anything to the contrary in this Letter Agreement, if the Company is entitled to specific performance in accordance with Section 9.09 of the Merger Agreement to cause the Closing to occur, the Company may enforce CF Corp’s right to cause the Commitment to be funded (solely to the extent that CF Corp can enforce the Commitment in accordance with the terms hereof) without the direction of GSO, and in such event and solely to such extent the Company will be a third party beneficiary of CF Corp’s rights under this Letter Agreement. The exercise by CF Corp or the Company of any right to enforce this Letter Agreement does not give rise to any other remedies, monetary or otherwise. Whether or not the Company is entitled to enforce the Commitment in accordance with this Section 2, in the event the Commitment is not funded in accordance with the terms of this Letter Agreement, neither CF Corp, the Company, nor any other Person shall have, and no Person is intended to have, any right of recovery against GSO in respect of any liabilities or obligations arising under, or in connection with, this Letter Agreement or the Merger Agreement (including in the event CF Corp breaches its obligations under the Merger Agreement and whether or not CF Corp’s breach is caused by GSO’s breach of its obligations under this Letter Agreement), except to the extent expressly set forth in this Section 2.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be interpreted under federal law if that law governs, and otherwise under the laws of the State of New York, without regard to its choice of law provisions. The parties hereto consent to the exclusive jurisdiction of the Supreme Court of the State of New York, County of New York as the forum and venue of any and all disputes arising hereunder.

assistant: Applicable 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 Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the later of their respective dates or the most recent amendment to a respective SEC Report, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: plainly incompetent or those who knowingly violate the law.” Malley v. Briggs, 475 U.S. 335, 341, 106 S.Ct. 1092, 89 L.Ed.2d 271 (1986). A duty to render medical care is generally thought of as arising under the Due Process Clause or the Eighth Amendment. See, e.g., DeShaney v. Winnebago County Dep’t of Soc. Servs., 489 U.S. 189, 200, 109 S.Ct. 998, 103 L.Ed.2d 249 (1989); see also Salazar v. City of Chicago, 940 F.2d 233, 241 (7th Cir.1991) (employing the “deliberate indifference” standard in assessing the actions of paramedics and police officers). At least one court, however, has recognized that alleged failures to provide medical care during a seizure or arrest are cognizable under the Fourth Amendment. See Estate of Phillips v. City of Milwaukee, 123 F.3d 586, 596 (7th Cir.1997) (<HOLDING>); cf. Boone v. Spurgess, 385 F.3d 923, 933-34 Options: A. holding that an initially reasonable seizure can become an unreasonable seizure that violates the fourth amendment when officers refuse to return seized property B. holding that a warrant issued by a neutral magistrate creates presumption that officers belief in probable cause was objectively reasonable C. holding that parents claims of outrage and negligent handling of a body were not subject to the medical malpractice statutes because hospital personnel did not engage in any medical skill or judgment in the disposition of the childs remains D. holding that officers were objectively reasonable in handling plaintiffs medical situation during seizure E. holding that hcv constitutes an objectively serious medical condition

assistant: The best answer is D. holding that officers were objectively reasonable in handling plaintiffs medical situation during seizure
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the exceptions set forth in Section 10, all reasonable costs and expenses incurred by the Indemnitee, including attorneys’ fees, retainers and advances of disbursements required of the Indemnitee, in defending a Proceeding shall be paid by FHLBank in advance of the final disposition of such Proceeding at the request of the Indemnitee within 30 days after the receipt by FHLBank of a statement or statements from the Indemnitee requesting such advance or advances from time to time. The Indemnitee’s entitlement to such costs and expenses shall include those costs and expenses incurred in connection with any proceeding by the Indemnitee seeking adjudication pursuant to this Agreement. Such statement or statements shall reasonably evidence the costs and expenses incurred by the Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled to be indemnified against such costs and expenses by FHLBank as provided by this Agreement or otherwise.

assistant: Costs
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 any other provision in this Indenture, each Noteholder shall have the right which is absolute and unconditional to receive payment of the principal of and interest in respect of such Note as such principal and interest becomes due and payable and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural and vice versa. The captions and headings used in the Agreement are inserted for convenience and shall not be deemed a part of the Agreement granted hereunder for construction or interpretation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Holder and each of its assignees acknowledge and agree that the information of the Corporate Taxpayer is confidential and agrees that, until the date that is three (3) years after the termination of this Agreement in respect of such Holder (or assignee), such Holder (or assignee) shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters acquired pursuant to this Agreement of the Corporate Taxpayer and its Affiliates and successors, learned by the Holder heretofore or hereafter, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by Law or legal process or to enforce the terms of this Agreement. This Section 7.12 shall not apply to (a) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of the Holder in violation of this Agreement) or is generally known to the business community, (b) any information independently determined by a Holder or provided to a Holder by a third party on a non-confidential basis and (c) the disclosure of information to the extent necessary for the Holder to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns. Notwithstanding anything to the contrary herein or in any other agreement, the Holders and each of their assignees (and each employee, representative or other agent of the Holders or their assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure and any related tax strategies of or relating to the Corporate Taxpayer and its Affiliates, the Holder or its assignee, and any of their transactions or agreements, and all materials of any kind (including opinions or other tax analyses) that are provided to the Holder or its assignee relating to such tax treatment and tax structure and any related tax strategies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Executive’s initial annual base salary shall be $270,400. The Executive’s base salary may be redetermined annually by the Board or the Compensation Committee. The base salary in effect at any given time is referred to herein as “ Base Salary .” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.

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: to perform the service skillfully, carefully, diligently, and in a workmanlike manner.” Fed. Ins. Co. v. Winters, 354 S.W.3d 287, 292 (Tenn.2011) (collecting cases); see also Herbert A. Sullivan, Inc. v. Utica Mut. Ins. Co., 439 Mass. 387, 788 N.E.2d 522, 531 (2003) (“When a party binds himself by contract to do a work or to perform a service, he agrees by implication to do a workmanlike job and to use reasonable and appropriate care and skill in doing it.”) (citation and internal quotation marks omitted); Davis v. New England Pest Control Co., 576 A.2d 1240, 1242 (R.I.1990) (“[T]here is implied in every contract for work or services a duty to perform it skillfully, carefully, and diligently and in a workman-like manner[.]”); Archibald v. Act III Arabians, 755 S.W.2d 84, 85 (Tex.1988) (<HOLDING>). As the Mitchells further point out, courts Options: A. holding that the plaintiff had offered insufficient evidence to establish deliberate indifference in a failuretotrain claim in part because the plaintiff did not present evidence that the training received was inadequate or evidence of any specific additional training that the employees should have received B. recognizing an implied warranty in horse training because training introduces new elements to enhance the horses capabilities and personality and extinguishes undesirable traits C. holding the implied warranty is implied in all residential leases in california D. holding that ems training lieutenants position met criteria because the lieutenants developed coordinated implemented and conducted ems training programs prepared lesson plans and training aids supervised delivery of training and tests and evaluated new equipment E. holding experts experience knowledge and training is considered in determining reliability

assistant: The best answer is B. recognizing an implied warranty in horse training because training introduces new elements to enhance the horses capabilities and personality and extinguishes undesirable traits
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: BORROWER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

assistant: Waiver Of Jury Trials
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 terminate automatically and be of no further force or effect, without any notice or other action by any Person, upon the first to occur of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the date of any material modification, waiver or amendment to any provision of the Merger Agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to the Stockholder pursuant to the Merger Agreement as in effect on the date hereof, and (iv) the mutual written consent of all of the parties hereto. Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided , however , that solely in the event of a termination of this Agreement pursuant to clause (i) above, (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any willful and material breach of this Agreement prior to termination hereof and (y) the provisions of this Article V shall survive any termination of this Agreement.

assistant: Terminations
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 capital to continue their growth and profitability. I want to say I had one conversation via telephone with Greg [Lee] and received general assurances from Greg that Nexity was doing well. Verbally at the meeting that I had with David [Long] and Greg on May 30th, I again got verbal updates on Nexity that Nexity was doing fine and things were progressing as per their plans. But I did not receive anything in writing. “Q: Now, when you say Nexity was progressing as per their plans, do you mean the plans as outlined in the offering memorandum? “A: No. As per their general strategic plan that they had within the bank is what I understood them to say. “Q: In what respect, if any, was that different than what was said about the plans in the offering memorandum? 2d 987, 992-93 (Ala.2003)(<HOLDING>); Ex parte Caver, 742 So.2d 168, 173 Options: A. holding that party could not justifiably rely upon oral representations thatwere directly contradicted by terms of written agreement B. holding that plaintiff could not have reasonably relied on an oral representation that the atwill provision of his employment contract did not apply to him when he entered into the contract that expressly contradicted the oral representations C. holding that a person could not reasonably rely on oral representations that contradict a written document D. holding that it is unreasonable for plaintiffs to rely on oral representations made before a contract when the contract contained a clause which expressed E. holding that enforcement of alleged oral representations made prior to execution of written contract was barred by the parol evidence rule and the explicit integration clause

assistant: The best answer is C. holding that a person could not reasonably rely on oral representations that contradict a written document
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: Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of May 25, 2016, among the Issuing Entity, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “ Administrative Agent ”), NALL II, the Titling Trustee, the Delaware Trustee, Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (in such capacity, the “ Owner Trustee ”), the Trust Agent, and U.S. Bank National Association, as indenture trustee (in such capacity, the “ Indenture Trustee ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: T o Seller’s knowledge, no present or former employee of Seller has any valid and enforceable claim (whether under federal or state law) under any employment agreement, or otherwise, with respect to the Marketing/Retail Business, for: (i) overtime pay, other than overtime pay for the current payroll period; (ii) wages or salary for any period other than the current payroll period; (iii) vacation or time off (or pay in lieu thereof), other than that earned in respect of the previous twelve (12) months; or (iv) any violation of any statute, ordinance, or regulation relating to minimum wages or maximum hours of work.

assistant: Vacations
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: any fixed improvement or any project, whether or not fixed, involving construction, alteration, removal or repair for the public use of the United States or its allies, including but not limited to projects or operations under service contracts and projects in connection with the national defense or with war activities, dredging, harbor improvements, dams, roadways, and housing, as well as preparatory and ancillary work in connection therewith at the site or on the project 42 U.S.C. § 1651(b)(1). Courts have found that public work generally consists of “work constituting government-related construction projects, work connected with the national defense, or employment under a service contract supporting either activity.” Univ. of Rochester v. Hartman, 618 F.2d 170, 176 (2d Cir.1980) (<HOLDING>); Makris v. Spensieri Painting, 669 F.Supp.2d Options: A. holding that a professor who suffered a fatal fall collecting soil samples in antarctica was not engaged in public work within the meaning of the dba B. holding that the complaint stated a claim under the flsa where it alleged that parties were an employer and employees within meaning of act and that the defendantemployers operation constitutes an enterprise engaged in commerce within the meaning of the act C. holding that a plaintiff analogous to ms salyer who did not work in private homes did not fall within the companionship services exemption D. holding that a state is not a person within the meaning of 1983 E. holding that if a provision of the dba specifically modifies a provision of the lhwca the dba provision controls in a dba case

assistant: The best answer is A. holding that a professor who suffered a fatal fall collecting soil samples in antarctica was not engaged in public work within the meaning of the dba
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts and by different parties and separate counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

assistant: Counterparts