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: is an implied covenant that neither party [to a contract] will do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract.” Horton, No. 05-0982, 2006 WL 1279044, at *3 (quoting 13 Richard A. Lord, Williston on CONTRACTS § 38:15, at- 437 (4th ed.1999)). The court further noted that: generally the implied covenant of good faith' and fair dealing operates upon an express condition of a contract, the occurrence of which is largely or exclusively within the control of one of the parties. Williston on Contracts § 38.15, at 435. The implied covenant requires the party in control to exercise their express discretion in a manner which avoids harm to the other party. See Warner v. Konover, 553 A.2d 1138, 1140-41 (Conn.1989) (<HOLDING>); c.f Retrofit Partners I, L.P. v. Lucas Options: A. recognizing a landlords duty for injuries sustained on leased premises where the landlord is aware that the premises are leased with intent to admit the public B. holding that where a commercial lease requires landlords consent before assigning the lease or subletting the leased premises implied covenant prohibited landlord from withholding consent unreasonably C. recognizing that the burden is on the landlord in a lease dispute to establish that the lease contract had been breached and that such breach entitled the landlord to the possession of the property in question D. holding language of lease did not indicate implied covenant of continued use E. holding that the damage for tenancy at sufferance during the holdover period was the monthly rent under the lease versus the apartments fair market value because the lease contained a provision requiring lease payments beyond the lease term

assistant: The best answer is B. holding that where a commercial lease requires landlords consent before assigning the lease or subletting the leased premises implied covenant prohibited landlord from withholding consent unreasonably
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: would be presumed in the present circumstánces. 5 . Horton has not introduced competent evidence to challenge the state court's finding that defense counsel welcomed the voir procedure for strategic reasons. See 28 U.S.C. § 2254(e)(1) (stating that in habeas proceeding state court factual determinations are pre sumptively correct absent contrary showing by clear and convincing evidence). The only arguably contrary information is an affidavit from Horton's habeas counsel containing a summary of his conversations with defense counsel in which defense counsel stated that he should have insisted that the individual voir dire be conducted in public. This affidavit is inadequate to justify disregarding the state court's finding. Cf. United States v. Maguire, 600 F.2d 330, 332 (1st Cir.1979) (<HOLDING>). 6 . Arguably, Horton’s public trial rights Options: A. holding no ineffective assistance of appellate counsel claim for failure to raise as basis for appeal of conviction ineffective assistance of trial counsel where basis for the latter claim was inadequate B. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel C. holding that res judicata does not bar a defendant from raising a claim of ineffective assistance of trial counsel for the first time in a postcollateral proceeding if the defendant was represented by the same counsel at trial and on direct appeal or if an actual conflict of interest enjoined appellate counsel from raising a claim of ineffective assistance of trial counsel on direct appeal D. holding that affidavit of appellate counsel summarizing conversations with trial counsel in which trial counsel admitted making errors is hearsay and cannot establish ineffective assistance claim E. recognizing a constitutional claim for ineffective assistance of counsel

assistant: The best answer is D. holding that affidavit of appellate counsel summarizing conversations with trial counsel in which trial counsel admitted making errors is hearsay and cannot establish ineffective assistance claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Executive commits or threatens to commit a breach of any of the provisions of paragraphs 8(a) or (b), the Company shall have the right to have the provisions of this Agreement specifically enforced by the arbitrator appointed under paragraph 18 or by any court having jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach.

assistant: Remedies
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 terms and conditions of the Lease, as amended hereby, are hereby ratified and shall remain in full force and effect. Tenant represents that Tenant is not aware of a default by Landlord or Tenant under the terms of the Lease. Landlord represents that Landlord is not aware of a default by Landlord or Tenant under the terms of the Lease. Landlord and Tenant represent that (i) the individuals executing this First Amendment on behalf of Landlord and Tenant, respectively, have full authority and power to execute and deliver this First Amendment, and (ii) this First Amendment constitutes a valid and binding obligation on the parties hereto. This First Amendment contains all of the agreements of the parties hereto with respect to the matters contained herein, and no prior agreement, arrangement or understanding pertaining to any such matters shall be effective for any purpose. If anything contained in this First Amendment conflicts with any terms of the Lease, then the terms of this Amendment shall govern and any conflicting terms in the Lease shall be deemed deleted in their entirety. This First Amendment may be modified only by a writing executed by the parties hereto. The invalidity of any portion of this First Amendment shall not have any effect on the balance hereof. This First Amendment shall be binding upon the parties hereto, as well as their successors, heirs, executors and assigns. This First Amendment shall be governed by, and construed in accordance with, North Carolina law.

assistant: Miscellaneous
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 PARTIES EACH WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS WARRANT.

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: The rights and duties of the Loan Parties and the Lender under this Agreement and the Notes (including matters relating to the Maximum Permissible Rate) shall be governed by the law of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

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: Payment of interest and principal hereunder shall be made at the business address of the holder hereof. If the payments to be made by the Company shall be stated to be due on a date which is not a business day, such payment may be made on the next succeeding business day, and the interest payment on each such date shall include the amount thereof which shall accrue during the period of such extension of time. All payments hereunder shall be applied first against expenses and indemnities, next against interest accrued on the Advances (applied in the order in which each particular Advance was made), and next in reduction of the outstanding principal balance of the Advances (applied in the order in which each particular Advance was made).

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: that liability attaches to all transactions in a hazardous substance.’ ” Id. at 360 (quoting Edward Hines Lumber Co. v. Vulcan Materials Co., 685 F.Supp. 651 (N.D.Ill.), aff'd, 861 F.2d 155 (7th Cir.1988)). Liability only attaches to parties that have “taken an affirmative act to dispose of a hazardous substance ... as opposed to convey a useful substance for a useful purpose.” Prudential Ins. Co. v. United States Gypsum, 711 F.Supp. 1244, 1253 (D.N.J.1989). Thus, it has been held that no arrangement for disposal of hazardous wastes has taken place where there has been a conveyance of a “useful, albeit dangerous product, to serve a particular, intended purpose.” Id. at 1255, quoted in Kelley, 739 F.Supp. at 358; cf. United States v. A & F Materials Co., 582 F.Supp. 842 (S.D.Ill.1984) (<HOLDING>). In this case, the district court determined Options: A. holding that subsequent to a judicial sale the report of the sale must be made to and ratified by the court before a deed for the property is given by the trustee to the purchaser B. holding that a person who obtains drugs from a seller is not an accomplice of the seller C. holding that the circuit courts statutory power in a divorce suit did not inherently extend to the disposal of the personal property of a party D. holding that the seller of a caustic solution could be a responsible party under cercla if the motivation for the sale was the disposal of the solution E. holding unenforceable certain financing arrangements under a contract for the sale of property upon which the seller is liable for taxes if the sale was consummated with intent to avoid such tax or in fraud of the internal revenue laws

assistant: The best answer is D. holding that the seller of a caustic solution could be a responsible party under cercla if the motivation for the sale was the disposal of the solution
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: It has the requisite power and authority to enter into each of the Transaction Agreements to which it is a party, and to perform its obligations thereunder. Each of the Transaction Agreements to which it is a party (i) has been duly authorized, (ii) has been duly executed and delivered by it and (iii) is a valid and binding agreement of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

assistant: Authorizations
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: As of the Closing Date, neither Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11 and all of the outstanding Equity Interests in Holdings, the Borrower and the Material Subsidiaries have been validly issued and are fully paid and nonassessable, and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all security interests of any person except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: See Heck, 512 U.S. at 484, 114 S.Ct. at 2371. Courts have further reasoned that “only terminations that indicate that the accused is innocent ought to be considered favorable.” Hilfirty, 91 F.3d at 580 (relying on Restatement (Second) of Torts § 660 cmt. a (“Proceedings are ‘terminated in favor of the accused’ ... only when their final disposition is such as to indicate the innocence of the accused.”)); Taylor v. Gregg, 36 F.3d 453, 456 (5th Cir.1994) (per curiam) (same); Singleton v. City of New York, 632 F.2d 185, 193 (2nd Cir.1980) (same). Thus, courts have found that withdrawal of criminal charges pursuant to a compromise or agreement does not constitute favorable termination and, thus, cannot support a claim for malicious prosecution. See, e.g., Taylor, 36 F.3d at 455-56 (<HOLDING>); Laster v. Star Rental, Inc., 181 Ga.App. 609, Options: A. holding that criminal statutes of limitation should be construed in favor of the accused B. holding the same for malicious prosecution C. holding that a dismissal in the interest of justice was a favorable termination for the purposes of a malicious prosecution action where the courts reasons for dismissing the criminal charges were not inconsistent with the innocence of the accused D. holding that a 1983 due process claim that essentially contests the fairness of the plaintiffs prosecution is similar to his malicious prosecution claim and claims resembling malicious prosecution do not accrue until the prosecution has terminated in the plaintiffs favor E. holding that pretrial diversion agreement in which accused must acknowledge responsibility for offense conduct does not terminate the criminal action in favor of the criminal defendant for purposes of bringing a malicious prosecution claim

assistant: The best answer is E. holding that pretrial diversion agreement in which accused must acknowledge responsibility for offense conduct does not terminate the criminal action in favor of the criminal defendant for purposes of bringing a malicious prosecution claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: several limitations periods, applicable to different types of claims. Of the state law claims governed by the Texas statutes of limitations, we find that personal injury claims are most nearly analogous to the discrimination claims authorized by the Rehabilitation Act. As the Supreme Court has recognized, claims for discrimination are essentially claims for personal injury. See Goodman, 482 U.S. at 661, 107 S.Ct. at 2621 (Actions pursuant to 42 U.S.C. § 1981, alleging racial discrimination, “are in essence claims for personal injury.”); Wilson, 471 U.S. at 280, 105 S.Ct. at 1949 (Claims under 42 U.S.C. § 1983, including those which allege discrimination, “are best characterized as personal injury ac-tions_”); see also Price v. Digital Equipment Corp., 846 F.2d 1026, 1028 (5th Cir.1988) (<HOLDING>); Cervantes v. IMCO, Halliburton Services, 724 Options: A. holding that texas twoyear statute of limitations applied to section 1981 action for discrimination on the basis of national origin B. holding that 42 usc 1981 requires a showing of purposeful discrimination C. recognizing twoyear statute of limitations for section 1981 claims filed in federal court in georgia D. holding that a twoyear statute of limitations applies to negligence claims under texas law E. holding that texas twoyear statute of limitations applied to suit alleging racial discrimination under 42 usc 1981

assistant: The best answer is E. holding that texas twoyear statute of limitations applied to suit alleging racial discrimination under 42 usc 1981
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 the provisions of Section 11.1 of the Credit Agreement, Borrower and Guarantors agree to pay all out of pocket costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, industry advisor and agent for Lender) incurred before or after the date hereof by Lender and its affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the Loan Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: concealed a conspiracy, as would a letter on plain stationery meant to conceal the identity of its sender. Similarly, alleging that Defendants participated in “clandestine meetings,” (Id. ¶ 99), is not tantamount to representing to others that the meetings were valid trade association meetings when in fact they were meetings in furtherance of a conspiracy. See In re Aluminum Phosphide, 905 F.Supp. at 1470 (dismissing fraudulent concealment claim because plaintiffs failed to cite specific actions by defendants to keep meetings secret). Additionally, alleging that Defendants’ silence indicates acquiescence to a conspiracy, (see Pis.’ Second Am. Compl. ¶ 98), does not constitute an allegation of an affirmative act of concealment. See In re Aluminum Phosphide, 905 F.Supp. at 1470 (<HOLDING>). Merely claiming that “all conspiracies are Options: A. holding that the law imposes on every person who enters upon an active course of conduct the positive duty to exercise ordinary care to protect others from harm and calls a violation of that duty negligence that a complete binding contract between the parties is not a prerequisite to a duty to use due care in ones actions and that architects may be held liable for a breach of the duty of care and breach of contract that results in foreseeable injury economic or otherwise B. holding that a duty of care may arise out of a contractual relationship between two parties C. holding 1319a2 imposes mandatory duty D. holding that silence or passive conduct is not fraudulent unless parties relationship imposes duty to disclose E. holding that erisas duty of loyalty creates a duty to disclose certain information to beneficiaries

assistant: The best answer is D. holding that silence or passive conduct is not fraudulent unless parties relationship imposes duty to disclose
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court therefore did not abuse its discretion in finding that the inventory search was permissible. Further, there is no evidence that the search was a ruse to discover incriminating evidence; searching the locked trunk and backpack furthered the purpose of allowing inventory searches. “[I]nventory procedures serve to protect an owner’s property while it is in the custody of the police, to insure against claims of lost, stolen, or vandalized property, and to guard the police from danger.” Colorado v. Bertine, 479 U.S. 367, 372, 107 S.Ct. 738, 93 L.Ed.2d 739 (1987). The opening and inventory of easily-accessible containers serves both to protect the owner’s property and to insure against false claims. See Illinois v. Lafayette, 462 U.S. 640, 647-48, 103 S.Ct. 2605, 77 L.Ed.2d 65 (1983) (<HOLDING>). We overrule appellant’s sixth issue. We Options: A. holding an officers reasonable suspicion that the suspect was armed was sufficient justification for seizure of suspects makeup bag and exigent circumstances justified the subsequent warrantless search of the closed bag B. holding that the owner of a shoulder bag located on the front seat of his girlfriends car had a legitimate expectation of privacy in the bag and its contents C. holding that the opening of a makeup bag was justified when a woman had grabbed the bag when the officer turned away had resisted it being taken from her the bag felt heavy her companion had been armed the previous day and the officer and individual were alone D. holding that search of shoulder bag was not authorized by search warrant for apartment E. holding the opening and inventory of a shoulder bag was reasonable despite the possible alternative of securing the bag as a whole

assistant: The best answer is E. holding the opening and inventory of a shoulder bag was reasonable despite the possible alternative of securing the bag as a whole
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 is a Credit Document. This Amendment may be executed in any number of counterparts (and by the different parties hereto in different counterparts), each of which when so executed and delivered shall be deemed an original, but all of such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, PDF copy or other electronic transmission shall be effective as delivery of an original manually executed counterpart of this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: nonmoving party must present specific facts that would enable a reasonable jury to find in its favor. See Greene, 164 F.3d at 675. If the evidence “is merely colorable, or is not significantly probative, summary judgment may be granted.” Anderson, 477 U.S. at 249-50, 106 S.Ct. 2505 (internal citations omitted). 2. Legal Standard for Standing Article III of the Constitution limits United S t must accept a speculative inference or assumption to link the alleged injury to the challenged action. See id.; Andrx Pharm., Inc. v. Biovail Corp. Int’l, 256 F.3d 799, 815 (D.C.Cir.2001) (declaring that the potential manufacturer’s damages were not too speculative assuming it could claim its intent and preparedness to enter the market); Advanced Mgmt. Tech. v. FAA, 211 F.3d 633, 637 (D.C.Cir.2000) (<HOLDING>). Third, the plaintiff must prove that the Options: A. holding that a contractor lacked standing because it failed to show a substantial chance it would have received the contract award but for agency error B. holding that a contractor lacked standing on the theory of reputational injury C. holding that one class of plaintiffs lacked standing where damage theory was speculative abstract and impractical D. holding that beneficiaries of an estate lacked standing under rico to sue for an injury derivative of the estates injury E. holding that plaintiffs lacked standing to sue

assistant: The best answer is B. holding that a contractor lacked standing on the theory of reputational injury
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 from the Company to the Holder of this Warrant in connection with this Warrant shall be sufficiently made if sent by first class mail, postage prepaid, personal delivery, by facsimile, or by nationally recognized express same-day, next-day or second-day courier service to the address or facsimile number, as applicable, of such Holder appearing on the books of the Company maintained for such purpose (as changed by the Holder from time to time by like notice). All notices and other communications from the Holder of this Warrant to the Company, including any Exercise Notice in connection with this Warrant, shall be sufficiently made if sent by nationally recognized express same-day, next-day or second-day courier service at its principal offices as shown below or as changed by the Company from time to time by like notice. All such notices shall be deemed to be delivered, given and received for all purposes as of: (i) three Business Days immediately following the date sent, if sent by first class mail, postage prepaid, (ii) the date so delivered, if delivered personally, (iii) the date sent, if sent by facsimile, and (iv) the date sent, the next Business Day, or the second Business day, if sent by same-day, next-day or second-day courier service, respectively.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we operate an intellectual property complaint process for complaints that user content infringes another 's intellectual property rights , the details of which are described in the intellectual property infringement notification policy .

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: Executive acknowledges that, in exchange for the execution of the terms set forth in this Section 5, he has received substantial, valuable consideration, and that this Section 5 is the result of arms-length negotiations. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the restriction set forth in this Section.

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: Each of the Company and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority (other than any amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Company or such Subsidiary, as the case may be). Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Tax Lien has been filed, and, to the Knowledge of any Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.

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 case excerpt and choose the best holding from the options. Case excerpt: of the forged sales contract. Scott summarized the information in the sales contract to create the loan approval form for the DLC. According to NCB’s former CEO, the DLC approved the loan in reliance on Scott’s summary of the sales contract and on the understanding that NCB, through Scott, possessed the sales contract. The bond does not require the DLC itself to have actual, physical possession of the sales contract. It only requires possession by “the Insured ... or [its] authorized representative.” Cincinnati does not and could not dispute that Scott, a vice president and the loan officer in charge of the Orchard Road loan, possessed the sales contract on behalf NCB or at least as NCB’s authorized representative. See Dix v. Shadeed, 261 Ga.App. 145, 581 S.E.2d 747, 748 (2003) (<HOLDING>). As long as an NCB employee with a role in the Options: A. holding that a company exercising substantial control of the terms and conditions of the work of the employees is an employer under the flsa B. holding that the employer was not the insurers agent C. holding an employee is an agent of his employer where the employer assumes the right to control time manner and method of work D. holding that glc 152 15 provides that the only party immune from suit under the statute is the direct employer a special employer is not immune because the special employer is not liable for the payment of workers compensation and there was no agreement between the direct employer and the special employer that the special employer would be liable for the payment of such compensation E. holding that the employee must at least provide his employer with enough information for the employer to be put on notice that the fmla is a consideration

assistant: The best answer is C. holding an employee is an agent of his employer where the employer assumes the right to control time manner and method of work
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: After the time of the filing of the Form 8-K (as defined below), the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerning the Company or any of its Subsidiaries. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company, or any of its Subsidiaries, their business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to you pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: U.S. 490, 498, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975). Thus, in the absence of an injury and with no “real and substantial” dispute, the court properly declined to entertain Count I upon removal. In its Dismissal Opinion, the district court compared this proceeding to the situation in Bowen v. First Family Financial Services, Inc., 233 F.3d 1331 (11th Cir.2000). In Bowen, the class action plaintiffs lacked standing to question whether arbitration agreements are generally unenforceable under the Truth-in-Lending Act. The Eleventh Circuit so ruled because “there [was] no allegation that First Family has invoked, or threatened to invoke, the arbitration agreement to compel the plaintiffs to submit any claim to arbitration.” Id. at 1339. This action is similar to Bo 02, 704 (S.D.N.Y.1999) (<HOLDING>). Notably, some courts have premised such Options: A. holding that a dispute arising out of an insurance policy was not covered by the arbitration provision in the parties separate premium payment agreement because if the party had intended to subject this dispute to the arbitration provision it could easily clearly and unequivocally have done so either by including an arbitration provision in the insurance policy itself or by adding to the above arbitration provision B. recognizing as nonjusticiable challenge to arbitration provision absent sufficient indications that it would be invoked C. holding that an arbitration provision that waived class actions and thus required the consumer to pay a 125 fee to vindicate a 150 claim was substantively unconscionable but also holding that the waiver provision was severable from the remainder of the arbitration provision which would be enforced D. holding that the trial court not the arbitrator must decide a challenge to an arbitration provision based on public policy E. holding that 4 does not empower court to rewrite venue provisions of arbitration clause or to order arbitration within district absent contractual provision so indicating

assistant: The best answer is B. recognizing as nonjusticiable challenge to arbitration provision absent sufficient indications that it would be invoked
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).

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: Should an provision of this Amendment be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Amendment shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as through originally set forth in this Amendment.

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: has provided that child with necessaries, then the parent is liable to that other person. Tex.Fam.Code Ann. § 151.003(c) (Vernon 1995); see also Interest of M.W.T., 12 S.W.3d 598 (Tex.App.— San Antonio 2000, pet. denied) (citing Tex. Fam.Code Ann. § 151.003 (Vernon 1995)). Any person who provides necessaries to a child- may sue to recover from a parent who fails to discharge his duty of support. Office of Att’y Gen. v. Carter, 977 S.W.2d 159, 160-61 (Tex.App. — Houston [14th Dist.] 1998, no pet.); see also Bailey v. Bailey, 987 S.W.2d 206, 210 (Tex.App.— Amarillo 1999, no pet.) (defining necessaries to include provisions such as clothing, food, shelter, medical and dental attention, and education); Lawrence v. Cox, 464 S.W.2d 674, 675 (Tex.Civ.App. — Waco 1971, writ dism’d w.o.j.) (<HOLDING>). Appellee had a duty to support W.J.S. until Options: A. recognizing that third party may not recover contribution against parent where child has no cause of action against parent for negligent supervision B. recognizing duty of parent to control conduct of child C. holding that the doctrine of estoppel embodies the fiction that regardless of biology and the presumption of paternity the person who has cared for the child is the childs parent D. holding that when a state obtains an order to remove a child from his home and takes the child into protective custody it is exercising affirmative state power over the child to the extent that it has a due process obligation to assume responsibility to provide for the childs basic needs E. holding any person who has supplied necessities to a child may sue and recover from the childs parent for value of the supplies or services furnished to the child

assistant: The best answer is E. holding any person who has supplied necessities to a child may sue and recover from the childs parent for value of the supplies or services furnished to the child
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 a third party at any time provides written notice of a claim to, or brings an Action against any party, or any of such party’s respective Affiliates or sublicensees, claiming infringement of its Patent Rights or unauthorized use or misappropriation of its Know-How, based upon the development, manufacture or commercialization of Licensed Products in the Territory (“ Infringement Claim ”), such party will promptly notify the other party of the Infringement Claim or the commencement of such action, suit or proceeding, enclosing a copy of the Infringement Claim and all papers served. Each party agrees to make available to the other party its advice and counsel regarding the technical merits of any such claim at no cost to the other party and to offer reasonable assistance to the other party at no cost 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: Subject to Section 1.1 , this Agreement will commence on the Effective Date and will continue in effect through December 31, 2018; provided, however, that on January 1, 2019 and each subsequent January 1, the term of this Agreement will automatically be extended for one additional year unless, not later than June 30 of the preceding year, the Company has given notice to the Employee that it does not intend to extend this Agreement. However, if a Change of Control occurs during the term of this Agreement, this Agreement will continue in effect through the second anniversary of the Change of Control regardless of any notice of non-extension that the Company may have provided to the Employee (such two-year period following a Change of Control, the “ Protected Period ”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything to the contrary in this Security Agreement, the representations, warranties and covenants made by each Issuer in this Security Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (pursuant to this Security Agreement) shall be deemed not to apply to Excluded Property.

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: THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

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: to preserve error. See id.; Clausen v. R.W. Gilbert Constr. Co., 309 N.W.2d 462, 467 (Iowa 1981). Such a challenge does nothing to inform a trial judge how particular instructions were confusing, or were unfairly defense-oriented,- or improperly placed on the plaintiff impossible burdens of proof. A. Whether instruction nine improperly incorporates allocation of burdens of production under McDonnell Douglas. Sievers objected to instruction nine on two grounds, both of which she raises- on appeal. She first complains instruction nine improperly incorporates the shifting burdens of production under McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973). She relies on Grebin v. Sioux Falls Independent School District, 779 F.2d 18, 20 (8th Cir.1985) (<HOLDING>). Recently, we described the elements of a Options: A. holding that a title vii plaintiff need not plead the elements of a mcdonnell douglas prima facie case to survive a motion to dismiss B. holding that a plaintiff who could not demonstrate every element of the mcdonnell douglas test could nonetheless demonstrate a prima facie case C. holding that although a jury instruction that included the phrase prima facie case and referred to defendants burden of production created a distinct risk of confusing the jury in certain instances it would be appropriate to instruct the jury on the elements of a prima facie case D. holding that a prima facie case is subject to independent review E. holding that in jury cases trial courts should not incorporate in instructions the threepart mcdonnell analysis of prima facie case answer and rebuttal

assistant: The best answer is E. holding that in jury cases trial courts should not incorporate in instructions the threepart mcdonnell analysis of prima facie case answer and rebuttal
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: Finco agrees to act as the Servicer under this Agreement and the Administrative Agent and the Owners hereby consent to Finco acting as Servicer. The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Transferred Receivable from time to time, all in accordance with Requirements of Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policies. The Transferor and the Administrative Agent hereby appoint the Servicer, from time to time designated pursuant to this Section 6.5 as agent for themselves to enforce their respective rights and interests in the Transferred Receivables and Related Rights. In performing its duties as Servicer, the Servicer shall exercise the same care and apply the same policies as it would exercise and apply if it owned such Transferred Receivables. The Servicer may delegate and/or assign its servicing duties hereunder to an Affiliate of the Servicer for the servicing, administration or collection of the Transferred Receivables. Any such delegation or assignment shall not affect the Servicer’s liability for performance of its duties and obligations pursuant to the terms hereof. The Servicer may delegate its servicing duties hereunder to any Person for the servicing, administration or collection of the Transferred Receivables except for its Primary Servicing Duties. Any such delegation shall not affect the Servicer’s liability for performance of its duties and obligations pursuant to the terms hereof. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Transferred Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Transferred Receivable, the Administrative Agent shall (at its option), at the Servicer’s expense either (i) take steps to enforce such Transferred Receivable, including bringing suit in any of their names or the name of the Owners or (ii) take such steps as are necessary to enable the Servicer to enforce such Transferred Receivable.

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 Company will maintain, preserve and keep, and will cause each other Borrower to maintain, preserve and keep, all of its properties in good repair, working order and condition (ordinary wear and tear excepted). The Company will make, and will cause each other Borrower to make, all necessary and proper repairs, renewals, replacements, additions, betterments and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained; the Company will at all times do or cause to be done all things necessary to preserve, renew and keep in full force and effect, and will cause each other Borrower to do or cause to be done all things necessary to preserve, renew and keep in full force and effect, the rights, licenses, permits, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businesses; the Company and each other Borrower will maintain and operate such businesses in substantially the manner in which they are presently conducted and operated (subject to changes in the ordinary course of business); the Company and each other Borrower will comply with all laws and regulations applicable to the operation of such businesses whether now in effect or hereafter enacted and with all other applicable laws and regulations, including, without limitation, such laws and regulations applicable to the making of Investments permitted in Section 10.5 , except where the failure to comply could not reasonably be expected to have a Material Adverse Effect; and the Company and each other Borrower will take all action which may be required to obtain, preserve, renew and extend all licenses, permits and other authorizations which may be material to the operation of such businesses.

assistant: Compliance With Laws