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: guilty. [¶ 8] Rule 11(a)(1) establishes that a defendant must be treated as having pled not guilty if the court has refused to accept a guilty or nolo contendere plea. If the court does not affirmatively accept the plea and decides instead to reserve its decision, such action constitutes a refusal, at least temporarily, to accept the plea. See 1 Cluchey & Seitzinger, Maine Criminal Practice § 11.2 at IV-27 (1992) (“If the court decides to accept the plea, it does so affirmatively on the record.”). By operation of Rule 11(a)(1), therefore, Willis’s decision to retract his nolo contendere pleas, communicated to the court prior to its acceptance of the pleas, required the court to enter pleas of not guilty on Willis’s behalf. Accord North Dakota v. Welch, 356 N.W.2d 147, 149 (N.D.1984) (<HOLDING>). [¶ 9] We hasten to add that if the court had Options: A. holding that a defendant who is allowed to withdraw his plea must either withdraw his plea to all charges or to none when his plea to all charges was part of an agreement with the state B. holding jeopardy attaches when the guilty plea is accepted C. holding criminal defendant does not have constitutional right to have guilty plea accepted by court D. holding that a defendant may withdraw a guilty plea as a matter of right before it is accepted by the court based on ndr crim p 32d3 which states that a defendant may not withdraw his plea of guilty as a matter of right once the plea has been accepted by the court alteration in original E. holding that a criminal defendant must provide a fair and just reason to support withdrawal of his guilty plea even when that plea has not yet been accepted by the district court

assistant: The best answer is D. holding that a defendant may withdraw a guilty plea as a matter of right before it is accepted by the court based on ndr crim p 32d3 which states that a defendant may not withdraw his plea of guilty as a matter of right once the plea has been accepted by the court alteration in original
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: or limb of the officer or another may result, and has included in the warrant a direction that the officer executing it is not required to give such notice. [¶ 18] Probable cause determinations must be made after reviewing the facts. presented in a particular case. State v. Van Beek, 1999 ND 53, ¶ 15, 591 N.W.2d 112. It is no longer sufficient to merely allege drugs are present to justify issuance of a no-knock warrant. Herrick I, 1997 ND 155, ¶ 21, 567 N.W.2d 336 (overruling per se rule permitting no-knock warrant in all drug case). “[P]roba-ble cause is not established for a no-knock search warrant where the reviewing court is given information indicating nothing more than probable cause [that] an easily disposable drug is located in a suspect’s residence.” Van Beek, at ¶ h Cir.2001) (<HOLDING>). However, such circumstances were not shown in Options: A. holding sufficient to support conviction under 924c evidence of loaded assault rifle recovered from location near where defendants drug transactions were known to occur B. holding exigent circumstances demonstrated because officers knew defendant stored drugs in room across from the bathroom making destruction particularly easy C. holding exigent circumstances found because detailed affidavit alleged drug transactions were conducted near the bathroom for quick disposal of the evidence D. holding that the twolevel enhancement was appropriate where drugs cash and drug scales were found in defendants parlor and a gun was found in a secret compartment in defendants bathroom vanity E. holding exigent circumstances existed because bathroom in hotel room was next to hallway door where the narcotics could have been particularly flushed and the suspected drug was crackcocaine which makes it not impossible that drugs were easily disposable

assistant: The best answer is C. holding exigent circumstances found because detailed affidavit alleged drug transactions were conducted near the bathroom for quick disposal of the evidence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: regard as improper[.]” Id. at 419. The same test for undue influence applies to wills and deeds, although the absence of independent advice may be more significant in the case of deeds than wills. Ryan v. Colombo, 77 Or App 71, 77, 712 P2d 139 (1985) (citations omitted). In such cases, the first question is whether there was a confidential relationship, in which the testator placed confidence in the beneficiary and the beneficiary exercised dominance over the testator. Knutsen v. Krippendorf, 124 Or App 299, 308, 862 P2d 509 (1993), rev den, 318 Or 381 (1994). Plaintiffs contend that, given Wilma’s role in administering Jack’s medication and taking him to medical appointments, among other factors, there was a confidential relationship. See In re Reddaway’s Estate, 214 Or at 421 (<HOLDING>); Ramsey v. Taylor, 166 Or App 241, 262-63, 999 Options: A. holding that a psychiatrist had no duty to detain a patient who killed himself and injured his wife because the patient was outside of the scope of the facilitys range of observation and control even when the psychiatrist agreed to treat the patient the patient had suicidal tendencies and the psychologist took the patient into custody but then later permitted him to leave B. holding as a general rule that a bank and its customers do not have a special or confidential relationship C. holding that the physicianpatient relationship terminated when the patient missed a scheduled appointment and did not see the physician again and that the relationship did not continue despite the fact the patient later secured a refill of a prescription that was prescribed during the relationship D. holding special relationship existed between caregiver and developmentally disabled individual E. recognizing that a caregiver and patient relationship may be confidential

assistant: The best answer is E. recognizing that a caregiver and patient relationship may be confidential
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: Company agrees in writing to waive premiums for that Employee. After premiums have been waived for 12 months, they will be waived for future periods of 12 months, if the Employee remains Disabled and submits satisfactory proof that Disability Continues. Satisfactory proof must be submitted to the Insurance Company 3 months before the end of the 12 month period. Admin. Record at 1842. Phrases such as “due proof’ and “satisfactory proof,” the Eighth Circuit has held, are “common in insurance policies” and insufficient to explicitly confer discretion. Bounds v. Bell Atl. Enterprises Flexible Long-Term Disability Plan, 32 F.3d 337, 339 (8th Cir.1994) (finding phrase “after [administrator] receives adequate proof of loss” did not confer discretion); see also Walke, 256 F.3d at 839-40 (<HOLDING>). The Life Policy language also differs from Options: A. holding that the number of witnesses immunized by the government without more would not support a finding of discriminatory use B. holding that proof of an explicit agreement is not required C. holding phrase satisfactory proof of total disability without more would not confer discretion D. holding failure to exercise discretion is abuse of discretion E. holding no abuse of discretion when the moving party failed to make an offer of proof by showing what the witness would testify to if present

assistant: The best answer is C. holding phrase satisfactory proof of total disability without more would not confer discretion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each Grantor agrees to pay or reimburse each Secured Party and the Collateral Agent for all its costs and expenses incurred in enforcing or preserving any rights under this Agreement and the other First Lien Documents to which such Grantor is a party, including, without limitation, the fees and disbursements of counsel to the Trustee and of counsel to the Collateral Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: associated with transferring the litigation to Kansas. Although the Court notes that plaintiffs counsel is located in Washington, D.C., “[t]he location of counsel carries little, if any, weight in an analysis under § 1404(a).” Wyandotte, No. 04-cv-1727, slip op. at 10 (citing Reiffin v. Microsoft Corp., 104 F.Supp.2d 48, 52 n. 7 (D.D.C.2000)). As to the convenience of the potential witnesses in this case, that factor is of little weight since the plaintiff seeks review of an agency administrative decision. See id. at 10-11. Where the plaintiff seeks administrative review of an agency decision, the “convenience to the witnesses, is of little or no relevance since this is a review of an administrative decision that will be limited to the record.” Id.; Trout Unlimited, 944 F.Supp. at 18 (<HOLDING>). For these reasons, the Court concludes that Options: A. holding that judicial review of decisions of military correction boards is review of the administrative record conducted under the administrative procedure act B. holding that determination of public convenience and necessity by the public service commission was an issue of fact which warranted substantial judicial deference to the factfinding processes of the administrative agency C. holding that the convenience of the witnesses has less relevance where the case involved judicial review of an administrative decision D. holding that scope of review of administrative decision is the same as that for an appeal in any nonjury case E. holding the separate classification of one purported administrative convenience claim can never be reasonable and necessary for administrative convenience

assistant: The best answer is C. holding that the convenience of the witnesses has less relevance where the case involved judicial review of an administrative decision
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 any one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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: Fed.Reg. 68,722 at 68,724-25 (“Although water quality problems also can occur from agricultural storm water discharges and return flows from irrigated agriculture, this area of concern is statutorily exempted from regulation as a point source under the Clean Water Act.”). Plaintiffs argue unpersuasively that the Clean Water Act’s exemptions for irrigated agriculture are inapplicable to defendant’s operations because defendant’s possible over-application of fruit processing wastewater to its crops is more akin to industrial, non-agricultural activities. The only case to support this position was decided seven years before Congress added the exemption for agricultural runoff to the Clean Water Act. United States v. Oxford Royal Mushroom Products, Inc., 487 F.Supp. 852, 854 (E.D.Pa.1980) (<HOLDING>); see Pub.L. 100-4, Title V, §§ 502(a), 503 Options: A. holding that a period of paid leave does not qualify as a suspension B. holding that the defendants evidence did not qualify as newly discovered evidence C. holding that the spraying of an overabundance of wastewater onto irrigation fields may qualify as a point source D. holding negligence on the part of the attorney does not qualify for such relief E. holding that the department of transportation may be enjoined from diverting water flow onto a landowners property

assistant: The best answer is C. holding that the spraying of an overabundance of wastewater onto irrigation fields may qualify as a point source
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: charge of another who is helpless adequately to aid or protect himself is subject to liability to the other for any bodily harm caused to him by (a) the failure of the actor to exercise reasonable care to secure the safety of the other while within the actor’s charge, or (b) the actor’s discontinuing his aid or protection, if by so doing he leaves the other in a worse position than when the actor took charge of him. New Jersey’s Good Samaritan Act, N.J.SA. § 2A:62A-1, however, shields from civil liability volunteers who, in good faith, render care at the scene of an emergency, even if they do so unreasonably. Lundy, 34 F.3d at 1180. Although the Act does not apply when there was a preexisting duty that was breached, we have already determined that issue against Mrs. Abramson. See id. (<HOLDING>). Moreover, there is no allegation much less Options: A. holding on rehearing that exclusion for disabilities caused by a preexisting medical condition would not support denial of benefits caused by staph infection resulting from surgery for a preexisting condition B. holding that the preexisting duty exception does not apply where the preexisting duty is a limited one and the alleged negligence is the failure to provide a level of assistance beyond that required by the preexisting duty C. holding that treatment for symptoms of undiagnosed multiple sclerosis activated the preexisting condition exclusion and stating that there is no requirement that a diagnosis definite or otherwise of the preexisting condition must be made during the preexisting condition period D. holding the duty to indemnify is narrower than the duty to defend E. holding that the duty of good faith and fair dealing is a contractual duty

assistant: The best answer is B. holding that the preexisting duty exception does not apply where the preexisting duty is a limited one and the alleged negligence is the failure to provide a level of assistance beyond that required by the preexisting duty
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 Acquiree Company has all requisite authority and power (corporate and other), authorizations, consents and approvals to enter into this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to consummate the transactions contemplated by this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, to perform its obligations under this Agreement and each of the Transaction Documents to which the Acquiree Company is a party, and to record the transfer of the Shares and the delivery of the new certificates representing the Shares registered in the name of the Acquiror Company. The execution, delivery and performance by the Acquiree Company of this Agreement and each of the Transaction Documents to which the Acquiree Company is a party have been duly authorized by all necessary corporate action and do not require from the Board of Directors of the Acquiree Company or the Shareholder any consent or approval that has not been validly and lawfully obtained. The execution, delivery and performance by the Acquiree Company of this Agreement and each of the Transaction Documents to which the Acquiree Company is a party requires no authorization, consent, approval, license, exemption of or filing or registration with any Governmental Authority or other Person.

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: The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by the Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any shares of Common Stock issuable upon exercise of the Exchange Warrant to the Purchasers other than income and capital gains taxes of the Purchaser that may be incurred in connection with the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, on the date of transmittal of services via telecopy to the party to whom notice is to be given (with a confirming copy delivered within 24 hours thereafter), or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or via a nationally recognized overnight courier providing a receipt for delivery and properly addressed as set forth on Schedule I and Schedule II hereto. Any party may change Its address for purposes of this paragraph by giving notice of the new address to each of the other parties in the manner set forth above.

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: At Lender’s request and expense, Borrower shall place a sign or signs (in a form or forms which Borrower has reasonably approved) at a location or locations on the Mortgaged Property satisfactory to Lender and Borrower, which signs shall recite, among other things, that Lender is financing the construction of the Improvements. Borrower expressly authorizes Lender to prepare and to furnish to the news media for publication from time to time news releases with respect to the Mortgaged Property, specifically to include but not limited to releases detailing Lender’s involvement with the financing of the Mortgaged Property.

assistant: Publicity
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 set forth in the Lease or this Work Letter, this Work Letter shall not apply to improvements performed in any additional premises added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise; or to any portion of the Premises or any additions to the Premises in the event of a renewal or extension of the Term, whether by any options under the Lease or otherwise, unless the Lease or any amendment or supplement to the Lease expressly provides that such additional premises are to be delivered to Tenant in the same condition as the Premises.

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: This Agreement, together with the Plan, contains the entire agreement between the parties with respect to the Award Shares granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Award Shares granted hereunder shall be void and ineffective for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be varied by legislative action. Id. As the Florida Supreme Court stated in Ammer-man: [T]the term may be defined in different statutes or for different purposes. See 73 C.J.S. Property s. 2, p. 152. For example, Fla. Stat., s. 421.03(12), F.S.A. defines ‘real property' for the purposes of the housing authorities law; Fla. Stat., s. 475.01(11), F.S.A. defines ‘real property’ for the purposes of the real estate license law; Fla. Stat., s. 713.01(14), F.S.A. defines ‘real property for the purposes of the mechanics lien law. These definitions vary, because the statutory definitions usually apply only to the term as used in the particular statutory provision. Id. (emphasis added). We have recognized this legal principle. Miami Country Day Sch. v. Bakst, 641 So.2d 467, 469 (Fla. 3d DCA 1994)(<HOLDING>). Applying this principle, the brothers argue Options: A. holding that section 7750214b2 florida statutes 1993 prohibited conviction for fraud by person authorized to provide goods or services and grand theft based on the same facts B. holding section 82705 florida statutes 1993 unconstitutional and certifying the question as one of great public importance C. holding that a police department is not a person within the meaning of section 1983 D. holding that florida courts would apply florida law to contracts insuring real property located within the state E. holding that a houseboat in a fixed location connected to a dock was a dwelling house within the meaning of section 22205 of the florida statutes 1993 defining when certain homesteads located on leased properties are entitled to protection from forced sale under article x section 4a

assistant: The best answer is E. holding that a houseboat in a fixed location connected to a dock was a dwelling house within the meaning of section 22205 of the florida statutes 1993 defining when certain homesteads located on leased properties are entitled to protection from forced sale under article x section 4a
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the party or parties against whom the waiver is to be effective. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition. Nothing in this Agreement shall obligate the Issuer or any Ares Operating Group Entity to treat any Ares Operating Group Limited Partners alike, whether or not such Ares Operating Group Limited Partners are similarly situated, and the exercise of any power or discretion by the Issuer or any Ares Operating Group Entity in the case of any one Ares Operating Group Limited Partner shall not create any obligation on the part of the Issuer or any Ares Operating Group Entity to take any similar action in the case of any other Ares Operating Group Limited Partner, it being understood that any power or discretion conferred upon the Issuer or any Ares Operating Group Entity shall be treated as having been so conferred as to each Ares Operating Group Limited Partner separately.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, facsimile or other electronic transmission (including .pdf) shall be effective as delivery of a 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 legal provision and list the applicable contract clause categories. Provision: The rights and obligations of the Company and of any Holder under this Agreement, other than those obligations contained in Section 6 , shall terminate with respect to the Company and such Holder on the first date upon which such Holder no longer beneficially owns any Registrable Securities comprising at least an aggregate of 2.5% of the outstanding Common Stock at any time.

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 legal provision and list the applicable contract clause categories. Provision: (a) Take such actions as the Agent or Majority Lenders may from time to time reasonably request to establish and maintain first priority perfected security interests in and Liens on all of the Collateral, subject only to those Liens permitted under Section 6.2 hereof, including executing and delivering such additional pledges, assignments, mortgages, lien instruments or other security instruments covering any or all of the Credit Parties’ assets as Agent may reasonably require, such documentation to be in form and substance reasonably acceptable to Agent, and prepared at the expense of the Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: CF Corporation, 1701 Village Center Circle, Las Vegas, Nevada 89134, Attn: Douglas B. Newton, Chief Financial Officer, email: newton@cc.capital, with a copy to the Company’s counsel at: Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166, Attn: Joel L. Rubinstein, Esq., email: jrubinstein@winston.com, fax: (212) 294-4700.

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 equity granted under this Section 3 shall vest 100% in full on the one-year anniversary date of the grant date, provided , however , that equity granted by the Compensation Committee to a Non-Employee Director appointed to the Company after an AGM or to a Chairman appointed in the middle of the term, may vest at such time as determined by the Compensation Committee as long as that Non-Employee Director or Chairman of the Board continues to serve in such capacity through the vesting date. Notwithstanding the foregoing, if a Non-Employee Director ceases to serve through the vesting date due to death, disability, removal, resignation or retirement, the Compensation Committee shall have the discretion to accelerate the vesting of the equity as of the date of such Non-Employee Director’s cessation of service. Otherwise, such equity shall be forfeited.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Award Agreement will be governed by the laws of Washington without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation will be conducted in the courts of King County, Washington, or the federal courts for the United States for the District of Washington, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company has the right to deduct from any compensation payable to Executive under this Agreement social security (FICA) taxes and all federal, state, municipal or other such taxes or charges as may now be in effect or that may hereafter be enacted or required.

assistant: Tax 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: Except as set forth on the Disclosure Schedule, Armacor represents and warrants to Victory that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 5).

assistant: Representations
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: With respect to each Letter of Credit described on Schedule 1.1(c) which is outstanding on the Closing Date, each Lender is deemed to have purchased a participation in the related Letter of Credit Exposure equal to such Lender’s Pro Rata Share of such Letter of Credit Exposure on the Closing Date. On the date of the issuance or increase of any Letter of Credit on or after the Closing Date, each Issuing Lender shall be deemed to have sold to each other Lender and each other Lender shall have been deemed to have purchased from such Issuing Lender a participation in the Letter of Credit Exposure related to the Letters of Credit issued by such Issuing Lender equal to such Lender’s Pro Rata Share at such date and such sale and purchase shall otherwise be in accordance with the terms of this Agreement. Each Issuing Lender shall promptly deliver to the Administrative Agent by telex, telephone, or facsimile (or by e-mail with a return receipt requested) which the Administrative Agent will promptly deliver to each such participant Lender, a notice of each Letter of Credit of such Issuing Lender issued, increased or decreased, and the Administrative Agent shall also notify each Lender of the actual amount of such Lender’s participation in such Letter of Credit. Each Lender’s obligation to purchase participating interests pursuant to this Section, to make a Mandatory Revolving Borrowing as set forth in clause (d) below, to reimburse such Issuing Lender for such Lender’s Pro Rata Share of any payment under a Letter of Credit by such Issuing Lender not reimbursed in full by the Borrower, and to fund its participation interests in Letters of Credit as set forth below, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any of the circumstances described in paragraph (f) or (e) below, (ii) the occurrence and continuance of a Default, (iii) an adverse change in the financial condition of the Borrower, (iv) any deposit of cash or other securities as collateral or the provision of any other support for the Borrower’s reimbursement obligations related thereto, (v) any termination of this Agreement other than a termination in writing agreed to by each Issuing Lender which expressly provides for a termination of the Lenders’ reimbursement obligations owing to the Issuing Lenders hereunder, and (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that, a Lender may have a claim against an Issuing Lender for any such circumstance, happening or event constituting or arising from gross negligence or willful misconduct on the part of the such Issuing Lender.

assistant: Participations
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 corporate, partnership or limited liability company, as the case may be, action on the part of each Company and each of its Subsidiaries (including their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of each Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing Date and the authorization, sale, issuance and delivery of the Notes has been taken or will be taken prior to the Closing Date. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each Company and each of its Subsidiaries, enforceable against each such Person in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Notes is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

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: The Borrower will use the proceeds of (i) the Term B-1 Loans for general corporate purposes, including to repurchase, redeem or defease any of the Borrower’s and its Subsidiaries’ existing indebtedness and to pay the fees, premiums, expenses and other transaction costs incurred in connection therewith and in connection with Increase Joinder No. 1 and the arrangement and funding of the Term B-1 Loans thereunder (the transactions in this clause (i), the “ Increase Joinder Transactions ”), (ii) any Incremental Term Loans for the purposes specified in the Increase Joinder and (iii) the Revolving Loans for general corporate purposes, including working capital and Securitization Transactions permitted hereunder as well as one or more acquisitions or Asset Exchanges; provided that in the case of this clause (iii) no such proceeds of Revolving Loans shall be used directly or indirectly in connection with any Hostile Acquisition.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Schedule 3.15 sets forth a true, correct and complete list of all of the insurance maintained for or on behalf of the Company or any of its Subsidiaries and claims made to date. All premiums with respect to such policies have been paid to the extent due and payable. No written notice of cancellation or termination has been received by the Company or any of its Subsidiaries with respect to any such policies that have not been replaced on substantially similar terms prior to the date of such cancellation or termination.

assistant: Insurances
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: itself,” Lim, 224 F.3d at 936, here Salguero-Castro testified to threats “with more”—the threats were menacing and were combined with an (albeit unsuccessful) attempt by the military to shoot and kill Salguero-Castro. As the majority notes, in Gui v. INS, we found past persecution when an applicant was first threatened and then survived a staged car crash. 280 F.3d 1217, 1229 (9th Cir.2002). The reasoning in Gui supports a finding of past persecution here: “The fact that [Salguero-Castro] did not in fact die or suffer serious injury in [the shooting incident] should not mitigate the severity of the acts. Had he been maimed in the [shooting incident], persecution would be established easily.” Gui, 280 F.3d at 1229. See also Del Carmen Molina v. INS, 170 F.3d 1247 (9th Cir.1999)(<HOLDING>); Sangha v. INS, 103 F.3d 1482, 1487 (9th Options: A. holding that plaintiffs who had been served and received responses to interrogatories on personal jurisdiction had had such a fair opportunity B. holding that substantial evidence did not support agencys finding fear speculative when petitioner had offered evidence that she had already had two children that she planned to have more that she had gone to great lengths to avoid being sterilized in china and that she had removed her iud after escaping to the united states C. holding that defendant adequately indicated to officers that she sought assistance of counsel when she stated that she wanted to call her lawyer and officer testified that request was unambiguous D. holding that alien who had received numerous death threats and whose colleagues were murdered by the military had not proven past persecution E. holding that where petitioner testified that some of her cousins had been killed because they served in the military and that she had received two threatening notes she had demonstrated past persecution

assistant: The best answer is E. holding that where petitioner testified that some of her cousins had been killed because they served in the military and that she had received two threatening notes she had demonstrated past persecution
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, and construed in accordance with, the law of the State of Delaware, provided that the enforceability of Section 11.10 shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and not the laws of the State of Delaware.

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: for the sole reason that they refused to perform an illegal act. Tennessee common law, however, only requires a showing that the employee’s refusal to perform an illegal act was a substantial factor in the employer’s decision. 3.Most Significant Relationship Test Texas courts resolve conflicts of law in tort claims by applying the “most significant relationship” test set forth in the Restatement (Second) of Conflicts of Laws. See Gutierrez v. Collins, 583 S.W.2d 312, 318-19 (Texas 1979) (“[I]t is the holding of this court that in the future all conflicts cases sounding in tort will be governed by the ‘most significant relationship’ test as enunciated in Sections 6 and 145 of the Restatement (Second) of Conflicts.”); see also Safeshred, Inc. v. Martinez, 365 S.W.3d 655, 661 (Tex.2012) (<HOLDING>). Section 6 states: (1) A court, subject to Options: A. recognizing the tort of retaliatory discharge B. recognizing common law tort claim for wrongful discharge in violation of ohio public policy based upon statutory and judicial sources C. recognizing that a texas common law claim for retaliatory discharge is a claim sounding in tort D. recognizing retaliatory discharge tort implied by the workers compensation act E. recognizing the difference between statutory cause of action for retaliation and common law tort of retaliatory discharge

assistant: The best answer is C. recognizing that a texas common law claim for retaliatory discharge is a claim sounding in tort
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 and Principals may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which such termination shall take effect, which date shall be at least thirty (30) days from the date of such notice. In the event of such termination, the Company and Principals shall, within thirty (30) days of such notice, appoint a successor escrow agent and the Escrow Agent shall, upon receipt of written instructions signed by the Company and Principals, turn over to such successor escrow agent all of the Escrow Shares; provided , however , that if the Company and Principals fail to appoint a successor escrow agent within such thirty (30)-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all of the provisions hereof. Upon receipt of the Escrow Shares, the successor escrow agent shall become the escrow agent hereunder and shall be bound by all of the provisions hereof and the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to the Escrow Shares and under this Agreement. Upon the disbursement of all the Escrow Shares pursuant to Section 2 of this Agreement, this Agreement shall automatically terminate.

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: limited to, the obligation to act as the thirteenth juror. Other post-verdict obligations may include sentencing the defendant as well as conducting hearings on other post-verdict proceedings such as a motion to arrest judgment. See Tenn. R. Crim. P. 34. Because the grant of a new trial would not be appropriate in the event the successor judge concluded that he could not conduct, for instance, the sentencing hearing, Rule 25 employs the term “may.” While this use of the term “may” indicates that it is within the successor judge’s discretion whether to grant a new trial, a successor judge must decide whether to act as the thirteenth juror if the original trial judge did not. That decision is mandatory, not discretionary. See Nail, 963 S.W.2d at 765; see also Carter, 896 S.W.2d at 120 (<HOLDING>). That mandatory decision is the decision we Options: A. holding that though judge did not question juror individually note from juror to judge requesting private meeting to ask legal question did not suggest juror would not base verdict on evidence B. holding that rule 33s thirteenth juror provision is mandatory and requires a trial judge to act as the thirteenth juror C. holding that the district court did not abuse its discretion when the trial judge questioned the juror extensively enough to satisfy itself that the juror was not biased emphasis added D. recognizing that the duty of an appellate court is limited to reviewing whether a trial court performed its obligation as the thirteenth juror and does not include reweighing or reassessing the evidence E. holding that successor judge could not act as thirteenth juror because the case involved accusations by the victim and her parents and a denial of any wrongdoing by the defendant with no physical evidence present witness credibility was an overriding issue

assistant: The best answer is B. holding that rule 33s thirteenth juror provision is mandatory and requires a trial judge to act as the thirteenth juror
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 intend that this Letter Agreement will be construed and enforced under Pennsylvania law without the application of any jurisdiction’s conflicts of laws principles. This Letter Agreement, together with the Jupiter GGA and the Equitrans TSA, constitutes the entire agreement among the Parties with respect to such subject matters and supersedes any prior or contemporaneous agreement, whether oral, written or formed by a course of dealing, among the Parties with respect to such subject matters. No amendment to this Letter Agreement will be effective unless it is in writing and signed by each Party. This Letter Agreement may be executed in counterparts, each of which will be as valid as another and all of which together will constitute one and the same agreement. Executed copies of this Letter Agreement will be as valid for all purposes as original versions.

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: This Agreement and the Proprietary Information Agreement contain the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous oral and written agreements, understandings and representations among the parties. There are no representations, agreements, arrangements, or understandings, whether oral or written, between or among the parties relating to the subject matter of this Agreement that are not fully expressed herein and therein. This Agreement amends and restates the Prior Employment Agreement in its entirety as of the Effective Date.

assistant: Entire Agreements