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: and false representations. But Paulson himself admitted at his deposition that Shi-rey and Ford were just doing their job during the investigations and no personal grudges or vendettas were involved. He acknowledged there was no evidence that Shirey handled the investigation in such a way as to intentionally harm him. We agree with the district court that Paulson did not provide evidence showing there was a factual issue as t e legislature cannot create a transitory cause of action and confine its enforcement to its own courts. State ex rel. Bossung v. District Court, 140 Minn. 494, 498, 168 N.W. 589, 591 (1918). To determine whether a claim is local or transitory, courts will examine the nature of the claim. Wilson v. Celestial Greetings, Inc., 896 S.W.2d 759, 760-61 (Mo.Ct.App.1995) (<HOLDING>). The types of cases which are transitory and Options: A. holding that promissory estoppel is applicable only in the absence of an enforceable contract B. holding that stockholder agreement is an executory contract C. holding that delaware statute providing dissenting stockholder in delaware corporation with right of appraisal which is essentially a contract claim with terms supplied by delaware law was local action enforceable only in the delaware court of chancery D. holding that a consent judgment is essentially a contract E. recognizing that prior to 1949 when the statute permitting contribution among joint tortfeasors was enacted no right of contribution existed between jointtortfeasors in delaware

assistant: The best answer is C. holding that delaware statute providing dissenting stockholder in delaware corporation with right of appraisal which is essentially a contract claim with terms supplied by delaware law was local action enforceable only in the delaware court of chancery
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: Use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, and (ii) to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve).

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 379 U.S. 199 85 S.Ct. 307 13 L.Ed.2d 338 RAILWAY LABOR EXECUTIVES' ASSOCIATION et al.v.UNITED STATES et al. No. 130. Dec. 7, 1964. Clarence M. Mulholland, Edward J. Hickery, Jr., James L. Highsaw, Jr., William G. Mahoney and William H. King, for appellants. Solicitor General Cox, Assistant Attorney General Orrick, Philip B. Heymann, Robert B. Hummel and Elliott Moyer, for the United States. Robert W. Ginnane and Leonard S. Goodman, for the Interstate Commerce Commission. Hugh B. Cox, W. Graham Claytor, Jr., and Richard S. Arnold, for Southern Railway Co. and others. PER CURIAM. 1 This appeal is from a judgment of a three-judge District Court, 226 F.Supp. 521, dismissing appellants' complaint to set aside orders of the Interstate Commerce Commission, 317 I.C.C. 557, 729, relating to the Southern Railway Company's acquisition of control through stock ownership of the Central of Georgia Railway Company. Appellants, representing railway employees, object that under the Commission's orders, the employees are not protected as provided by §§ 4, 5, and 9 of the Washington Job Protection Agreement. We agree with the suggestion of the Solicitor General that this case should be remanded to the Interstate Commerce Commission for clarification of its orders insofar as they relate to the agreement. For this reason, the motion of the Interstate Commerce Commission to affirm the judgment of the District Court is denied. The motion of intervenor-appellees Southern Railway Company and Central of Georgia Railway Company to defer consideration of the jurisdictional statement is denied. Appellants' motion to limit the appeal to questions related to § 4, 5, and 9 of the Washington Job Protection Agreement is granted. The judgment of the District Court is vacated insofar as it relates to §§ 4, 5, and 9 of the Washington Agreement, and this case is remanded to that court with instructions to remand it to the Interstate Commerce Commission with instructions to amend its reports and orders as necessary to deal with appellants' request that §§ 4, 5, and 9 be included as protective conditions, specifically indicating why each of these provisions is either omitted or included. See United States v. Chicago, M., St. P. & Pac. R. Co., 294 U.S. 499, 511, 55 S.Ct. 462, 467, 79 L.Ed. 1023. 2 Vacated and remanded.

assistant: 9
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: 2) he put medicine in “there” (pointing to her vaginal area); 3) his penis “got little” afterwards; and 4) he pee-peed in her mouth. While Proctor’s comment was inappropriate, it should not distract us from the proper inquiry: Were Heather’s statements prior to Proctor’s first negative comment sufficiently shown to be reliable? I conclude that they were. Heather’s statements were in age-appropriate language; they were internally consistent; and they were spontaneous or in response to appropriate, non-leading questions. The majority’s statement that the Proctor’s repetitious questions would not have been permitted by a court is incorrect. Trial courts have great latitude in handling young or vulnerable witnesses. See United States v. Castro-Romero, 964 F.2d 942, 944 (9th Cir.1992) (<HOLDING>). Under the totality of the circumstances Options: A. holding district court did not abuse its discretion by allowing government to ask leading questions of eightyearold witness reluctant to testify regarding sexual abuse B. holding that the state could ask leading questions of its witness a codefendant who had entered a plea after witness initially refused to answer questions in violation of her plea agreement C. holding that there was no abuse of discretion in allowing a defendants surprise fact witness to testify because the plaintiff did not request a continuance D. holding that the district court did not abuse its discretion in allowing plaintiffs expert witness to testify when it also allowed defendants expert witness who disputed the methodology used by plaintiffs expert to testify E. holding that trial court did not abuse its discretion by determining expert witness was qualified to testify

assistant: The best answer is A. holding district court did not abuse its discretion by allowing government to ask leading questions of eightyearold witness reluctant to testify regarding sexual abuse
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 occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make full payment when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such failure could reasonably be expected to result in a Material Adverse Effect, (b) an accumulated funding deficiency or funding shortfall occurs or exists, whether or not waived, with respect to any Pension Plan, individually or in the aggregate of any Loan Party, and such deficiency or shortfall could reasonably be expected to result in a Material Adverse Effect, (c) a Notification Event, which could reasonably be expected to result in a Material Adverse Effect, or (d) any Loan Party or ERISA Affiliate completely or partially withdraws from one or more Multiemployer Plans, and such withdrawal could reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Purchased Shares constitute all of the issued and outstanding capital stock of the Company. Section 4.3 of the Disclosure Schedule truly and accurately sets forth the capital structure of the Company by listing thereon the number of shares of capital stock, other equity and equity-linked interests of the Company which are authorized and which are issued and outstanding and the record holders and the amounts held by such record holders of such shares. All of the outstanding capital stock of the Company is validly issued, fully paid, non-assessable and not certificated. There are no options, warrants, profits interests, phantom units or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued equity or equity-linked interests of the Company or obligating the Company to issue or sell any equity interests or equity-linked interests. There are no outstanding contractual obligations of the Company or any Seller to repurchase, redeem or otherwise acquire any of the equity interests or equity-linked interests of any Person, including the Company, or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person, including the Company. The capital stock and other equity and equity-linked interests of the Company have been issued in compliance with all applicable securities Laws and other applicable Laws and in accordance with the Company’s Organizational Documents. As of immediately prior to the Closing, each Seller is the sole record and sole beneficial owner of the capital stock and other equity and equity-linked interests of the Company and set forth opposite its name on Section 4.3 of the Disclosure Schedule, free and clear of any Liens, and upon consummation of the Transaction in accordance with the terms and conditions of this Agreement, Buyer will acquire good and marketable title to the Purchased Shares, free of any and all Liens .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Canadian Borrower agrees that, from time to time upon the written request of the Canadian Administrative Agent, such Canadian Borrower will execute and deliver such further documents and do such other acts and things as the Canadian Administrative Agent may reasonably request in order fully to effect the purposes of this Agreement.

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: The Borrower shall not permit general and administrative expense recognized as an expense under GAAP to exceed $3,000,000 in the aggregate for the Borrower and its Subsidiaries and U.S. Energy Corp. and its subsidiaries, on a combined basis, for fiscal year 2016 or fiscal year 2017. For purposes of this Section 9.20, general and administrative expenses shall exclude stock-based compensation expense, depreciation, amortization, and similar expenses that will not ultimately be settled in cash.

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: Every notice or other communication relating to this Agreement between the Company and Participant shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided ; provi ded, that, unless and until some other address be so designated, all notices or communications by Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Chief Human Resources Officer or another officer designated by the Company, and all notices or communications by the Company to Participant may be given to Participant personally or may be mailed to Participant at Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between Participant and any third-party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the procedures established by such third-party plan administrator and communicated to Participant from time to time.

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: Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi) ) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided , however , (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Credit Documents and the other applicable provisions of the Credit Documents, and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Company shall pay the Employee a base salary of $800,000 on an annualized basis, payable in accordance with the customary payroll practices of the Company (“Base Salary”). The Base Salary shall be subject to periodic review and adjustments as the Compensation Committee of the Board (the “Committee”) deems appropriate, in its discretion. Except to the extent commensurate with “across the board” reductions to base salaries made applicable to similarly situated officers of the Company, the Employee’s Base Salary may not be decreased.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 45. For example, a state court could check whether “sufficient independent evidence of the defendant’s guilt existed to support the reliability of the identification.” Id. at 47. In short, “where the circumstances of either a pretrial or an at-tri o such remedy was needed here because there had been no previous identifications by these witnesses while at the police lineup. In addition, trial counsel had the opportunity to address the reliability of the in-court identifications during the course of the trial, presumably through cross-examination. (Id.) See N.Y. CLS CPL § 710.30 (requiring notice to defendant of prosecution’s intent to offer identification by a witness who made a pretrial identification); People v. Trottie, 167 A.D.2d 438, 561 N.Y.S.2d 841, 842 (App. Div.2d Dep’t 1990) (<HOLDING>). Despite that the witnesses in question did Options: A. holding that outofcourt statements by witnesses that are testimonial in nature are barred under the confrontation clause unless witnesses are unavailable and the defendant had a prior opportunity to crossexamine them B. holding that material for witnesses need not be produced to defendant where the witnesses were not called as government witnesses at trial C. holding that district court could admit evidence under 404b that defendant in insurance fraud case had threatened and abused witnesses in order to explain why witnesses initially told investigators defendant was not involved D. holding that the right to crossexamine adverse witnesses applies to capital sentencing hearings E. holding it was not error to admit incourt identifications for the first time without notice to defendant since witnesses had not made pretrial identifications and counsel had the opportunity to crossexamine the witnesses

assistant: The best answer is E. holding it was not error to admit incourt identifications for the first time without notice to defendant since witnesses had not made pretrial identifications and counsel had the opportunity to crossexamine the witnesses
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the elements necessary to assert a return of capital theory. However, in evaluating an offer of proof on appeal, we are not confined to the four corners of the formal offer, but may evaluate “evidence ... made known to the court.” Movie 1 & 2 v. United Artists Commc’ns, Inc., 909 F.2d 1245, 1249 (9th Cir.1990). Thus, in evaluating whether the defendant was entitled to present a return of capital theory, we examine not only the formal offer of proof, but the record as a whole to see if “there is evidence upon which the jury could rationally sustain the defense.” Kayser, 488 F.3d at 1076 (quoting Jackson, 726 F.2d at 1468). However, we will not consider any new offers on appeal, as Boulware seems to suggest we should. See United States v. Lara-Hernandez, 588 F.2d 272, 274 (9th Cir.1978) (<HOLDING>). “The offer of proof required by Rule Options: A. holding that a jury verdict will be sustained on any reasonable theory based on the evidence B. holding it was too late to present an additional theory of relevance of evidence after the verdict C. holding verdict inadequate when stipulated medical expenses were 319499 and verdict was in same amount notwithstanding evidence of additional uncontested damages D. holding that the societal costs of retrial after a jury verdict of guilty are far too substantial to justify setting aside the verdict simply because of an error in the earlier grand jury proceedings E. holding that an additional remedy does not constitute an additional requirement

assistant: The best answer is B. holding it was too late to present an additional theory of relevance of evidence after the verdict
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: Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information (other than projections, other forward looking information and information of a general economic or industry specific nature) furnished by the Parent, the Borrower, the other Loan Parties and their respective Subsidiaries, on their behalf or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other written information so furnished), when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each of the Parent, the Borrower, the other Loan Parties and their respective Subsidiaries represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time prepared (it being understood and agreed that actual results may vary materially from projections).

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: date of the model rule, and August 1, 1983, the effective date of the new bankruptcy rules, see White Motor Corp. v. Citibank, N.A., 704 F.2d 254 (6th Cir.1983), we hold today that subsequent to August 1, 1983, any local rule governing procedure, as distinguished from jurisdiction, in bankruptcy cases must yield to the bankruptcy rules duly promulgated under the Supreme Court’s statutory authority. 28 U.S.C. § 2075. Therefore, to the extent that the model rule and the new bankruptcy rules provide for differing standards of appellate review, the latter must prevail. IY. The judgment of the district court will be vacated and the cause remanded for proceedings consistent with the foregoing. 1 . But cf. Coastal Steel Corp. v. Tilghman Wheelabrator Ltd., 709 F.2d 190, 199-200 (3d Cir.1982) (<HOLDING>). 2 . Section 636(c)(1) provides: (c) Options: A. holding that court of appeals statutory jurisdiction over final orders of removal extends to reinstatement orders B. holding that orders remanding an action to a federal agency are generally not considered final appealable orders C. holding that remand orders are also appealable orders under 28 usc 1291 D. holding that appeals from district court orders entered prior to the effective date of northern pipeline construction co v marathon pipe line co 458 us 50 102 sct 2858 73 led2d 598 1982 reviewing interlocutory orders from bankruptcy courts are appealable inter alia under 1291 rather than 1293 E. holding that orders overruling claims of privilege and requiring disclosure are immediately appealable as collateral orders

assistant: The best answer is D. holding that appeals from district court orders entered prior to the effective date of northern pipeline construction co v marathon pipe line co 458 us 50 102 sct 2858 73 led2d 598 1982 reviewing interlocutory orders from bankruptcy courts are appealable inter alia under 1291 rather than 1293
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 Principal Borrower Joinder Agreement may be executed in counterparts, each of which shall constitute an original. Delivery of an executed signature page to this Principal Borrower Joinder Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart of this Principal Borrower Joinder Agreement.

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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 420 U.S. 529 95 S.Ct. 1180 43 L.Ed.2d 373 UNITED STATES of America, Plaintiff,v.State of LOUISIANA et al. No. 9, Orig. Supreme Court of the United States Argued Feb. 24, 1975. March 17, 1975 Rehearing Denied May 12, 1975. See 421 U.S. 972, 95 S.Ct. 1970. 1 DECREE. 2 Upon consideration of the Report filed July 31, 1974, by Walter P. Armstrong, Jr., Special Master, of the exceptions filed thereto by the United States and by the State of Louisiana, and after oral argument thereon, it is now ordered, adjudged, and decreed as follows: 3 1. The exceptions filed by the United States to the Report and recommendations of the Special Master are overruled. 4 2. The exceptions filed by the State of Louisiana to the Report and recommendations of the Special Master are overruled. 5 3. The recommendations contained in the Report of the Special Master are accepted. 6 4. The parties are directed to prepare and file a decree, for entry by this Court, establishing 'a baseline along the entire coast of the State of Louisiana from which the extent of the territorial waters under the jurisdiction of the State of Louisiana pursuant to the Submerged Lands Act can be measured.' Report of the Special Master 53. If the parties cannot agree upon the form of the decree, then they shall refer any remaining disputes to the Special Master for his recommendations. In the event of such a referral, the Special Master is authorized to hold such hearings, take such evidence, and conduct such proceedings as he may deem appropriate and, in due course, to report his recommendations to this Court. 7 It is so ordered. 8 Mr. Justice DOUGLAS and Mr. Justice MARSHALL took no part in the consideration or decision of this case.

assistant: 10
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 Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or conditions hereof, be used in connection with the interpretation of any term or condition hereof or be given any substantive effect.

assistant: Headings
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 not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction or series of transactions with any Affiliate (other than, in the case of the Company, any Restricted Subsidiary and, in the case of a Restricted Subsidiary, the Company or any other Restricted Subsidiary) other than upon fair and reasonable terms not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, except (i) agreements and transactions with and payments to officers, directors and shareholders that are either (A) entered into in the ordinary course of business and not prohibited by any of the other provisions of this Agreement, or (B) entered into outside the ordinary course of business, approved by the directors or equity holders of the Company, and not prohibited by any of the other provisions of this Agreement or in violation of any law, rule or regulation, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans and the granting of stockholder rights of registration rights approved by the Company, (iii) the Company or any Restricted Subsidiary may enter into any indemnification agreement or any similar arrangement with directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business and may pay fees and indemnities to directors, officers, consultants and employees of the Company or any Restricted Subsidiary in the ordinary course of business, (iv) (A) any purchase by the Company of Equity Interests of the Company or any contribution by the Company to the equity capital of the Company and (B) any acquisition of Equity Interests of the Company and any contribution by any equity holder of the Company to the equity capital of Company, (v) Restricted Payments permitted by Section 5.02(d) and Investments permitted by Section 5.02(e), (vi) the Transactions and (vii) the incurrence of intercompany Indebtedness permitted by Section 5.02(b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Subject to applicable law, the Parent, the Borrower and each Subsidiary that is a Credit Party will cause (i) each of its Domestic Subsidiaries (other than any Excluded Subsidiary) formed or acquired after the Effective Date in accordance with the terms of this Agreement and (ii) RAM and/or the Austin Partnership, in the event that the Borrower purchases the remaining Equity Interests of RAM and/or the Austin Partnership, in each case, to become a Credit Party by executing the Guarantee and Collateral Agreement (or a joinder thereto). Upon execution and delivery thereof, each such Person shall grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders and the other holders of the Secured Obligations, in any property of such Credit Party which constitutes Collateral.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee shall have exclusive authority to operate, manage and administer the Plan including but not limited to authorizing and administering Subplans all in accordance with its terms and conditions. Notwithstanding the foregoing, in its absolute discretion, the Board may at any time and from time to time exercise any and all rights, duties and responsibilities of the Committee under the Plan, including establishing procedures to be followed by the Committee, but excluding matters which under any applicable law, regulation or rule, including any exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3), are required to be determined in the sole discretion of the Committee. If and to the extent that the Committee may not operate in respect of any matter pursuant to Applicable Law, does not exist or cannot function, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee, subject to the limitations set forth in the immediately preceding sentence. Accordingly, in any such case described in the immediately preceding sentence, any reference to the “Committee” shall also refer to the Board.

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 case excerpt and choose the best holding from the options. Case excerpt: in full satisfaction of the debt. This overstates the effect of § 506(a)(2). Surrender would satisfy the creditor’s secured claim, not the entire debt. If a creditor holds an undersecured claim, the creditor would still have an unsecured claim to the extent the debt exceeds the collateral’s judicially-determined replacement value. Santander also argues that applying § 506(a)(2) would be absurd because it eliminates creditors’ contract and state law rights to liquidate and pursue an unsecured claim for any deficiency. But state law does not govern if the Bankruptcy Code requires a different result. See Butner v. United States, 440 U.S. 48, 55, 99 S.Ct. 914, 918, 59 L.Ed.2d 136 (1979); Raleigh v. Ill. Dep’t of Revenue, 530 U.S. 15, 20, 120 S.Ct. 1951, 1955, 147 L.Ed.2d 13 (2000) (<HOLDING>). Here, the Bankruptcy Code is contrary to Options: A. holding that creditors rights are subject to any qualifying or contrary provisions of the bankruptcy code B. holding that the purpose of the bankruptcy codes avoidance provisions is to prevent a debtor from making transfers that diminish the bankruptcy estate to the detriment of creditors C. holding that administrative expense claims are accorded special treatment under the bankruptcy code and are not subject to section 502d D. holding that the bankruptcy court lacked subject matter jurisdiction over counterclaims asserted by the bankruptcy estate against a creditor where the claim is a state law action independent of the federal bankruptcy law and not necessarily resolvable by a ruling on the creditors proof of claim in the bankruptcy emphasis added E. recognizing distinction between perfection which governs secured creditors rights against third parties and enforcement of liens which controls creditors rights against its debtor rejecting theory that such inchoate or unenforced security interests are voidable under bankruptcy code 544a

assistant: The best answer is A. holding that creditors rights are subject to any qualifying or contrary provisions of the bankruptcy code
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: The obligation of confidentiality and restriction on use in Section 2 hereof shall not apply to any Confidential Information that the Receiving Party proves: (d) is requested to be disclosed in a judicial or administrative law, regulation or proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted, including, but not limited to, giving the Disclosing Party reasonable advance notice of the potential for such disclosure and allowing the Disclosing Party to seek a protective order concerning such disclosure; or

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, Executive shall receive a base salary (“ Base Salary ”), initially at an annualized rate of Four Hundred and Sixty Two Thousand Dollars ($462,000), payable in accordance with the Company’s standard payroll practices (currently, semi-monthly on the 15th and last day of the month) and subject to statutory payroll deductions and withholdings. Executive acknowledges that he is an exempt employee and, accordingly, that he is not entitled to overtime pay regardless of the number of hours required to complete his duties hereunder. The Base Salary of Executive will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be increased in the sole discretion of the Company. The Company’s annual salary review is conducted on April 1 of each year. Executive will first be eligible for a merit increase on April 1 st , 2018.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, .pdf or other electronic means shall be effective as delivery of a manually executed counterpart to the 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: that Allstate provided members of the putative class with insufficient payment on bills that have already been incurred, and it would give those class members a right to receive additional payment.” Id. at 1318, n. 3. In contrast, Plaintiff directs the Court to Bristol West Insurance Co. v. MD Readers, Inc., 52 So.3d 48, 51 (Fla. 4th DCA 2010), decided four years before Wellness. In that case, the Florida appellate court allowed a similar class claim for a declaratory action to move forward without a demand letter. However, in Bristol, the court hinged its decision on the fact that “not one member of the class can collect based upon th[e] declaration,” because “any subsequently-filed cause of action for benefits due ... would be barred by relevant statutes of limitation.” Id. at 51 (<HOLDING>). So, unlike the case presented here, in Options: A. holding that the declaratory judgment act is remedial only and the party seeking declaratory relief must have an underlying cause of action B. holding that filing of infringement action twelve days after complaint for declaratory judgment obviated the need for a declaratory judgment in this case C. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment D. holding that because the declaratory judgment seeks no damages whatsoever it is not an action for benefits E. holding that in a declaratory judgment action it is the character of the impending action not the plaintiffs defense that determines whether there is federal question jurisdiction

assistant: The best answer is D. holding that because the declaratory judgment seeks no damages whatsoever it is not an action for benefits
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or by e-mail delivery of a “.pdf” format data file, which shall be deemed an original.

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: 401, 404 (Tex.2009)). For the reasons just stated, the duty that an insurance agent owes to a client arises from the agent’s agreement to procure coverage for the client. Accordingly, the Court’s initial inquiry is whether Plaintiff has pleaded facts that, if true, would establish that Walker or Paychex agreed to procure $750,000 in coverage for Mr. Kersh. Plaintiff has done so. Plaintiff has alleged that Walker told Mr. Kersh, through Leimbach, to fax his enrollment form to Paychex. (Compl. ¶ 18.) Plaintiff has alleged that Mr. Kersh faxed his enrollment form to Paychex on August 18, 2011, and that the form indicated that he was requesting $750,000 in life insurance. (Id. IT 21.) And Plaintiff has alleged that on August 22, 2011, Walker emailed Leimbach to say that Mr. Kers 966) (<HOLDING>). Accordingly, Plaintiff has stated a claim for Options: A. holding that an insurance company may have assumed a duty to defend a customer against a tort claim falling outside the scope of the customers insurance contract where a claims person told the customer over the telephone that the insurer would take care of it and the insurer shortly thereafter hired a lawyer to represent the customer B. holding agent liable for fire damage after his customer requested a new policy to replace one cancelled by the insurer and the agent neither procured such a replacement policy nor alerted the customer to this failure by returning the unearned portion of the premium from the original policy C. holding agent liable for fire damage to the house his customer was building when the agent after agreeing to have a builders risk policy issued on the house failed to notify the customer that he had not procured such a policy D. holding funds received by plaintiff from an insurance policy that was procured by the defendant and for which a premium was paid are not a collateral source E. holding that an arbitration award involving the appellants challenge to the failure of the insurance company to ensure that he had read and understood a signed waiver and to attach the waiver to the insurance policy as contrary to public policy is not reviewable by the courts because there is no challenge to a provision or term of the policy the appellant never claimed that the waiver or policy language itself was contrary to the public policy of this commonwealth

assistant: The best answer is B. holding agent liable for fire damage after his customer requested a new policy to replace one cancelled by the insurer and the agent neither procured such a replacement policy nor alerted the customer to this failure by returning the unearned portion of the premium from the original policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the crimes charged. These instructions . made clear' the jury could convict Meisel only if it found Meisel “knowingly” (i.e., “realized what he was doing and was aware of the nature of his conduct and did not act through ignorance, mistake, or accident") possessed and distributed child pornography. Instruction Sixteen, the instruction dealing with distribution emphasized Meisel could only be guilty of the distribution count if the government proved beyond a reasonable doubt that Meisel “knowingly makes images availabl on. IV. CONCLUSION For those reasons set out above, the judgment of conviction entered by the United States District Court for the District of Kansas is hereby AFFIRMED. 1 . See Holmes v. South Carolina, 547 U.S. 319, 321, 330-31, 126 S.Ct. 1727, 164 L,Ed.2d 503 (2006) (<HOLDING>). 2 . "Consistent with other file-sharing Options: A. holding that the district court did not abuse its discretion in excluding evidence based upon the defendants noncompliance with the deadlines in rule 412c B. holding that in light of strong evidence of guilt tainted evidence was harmless under brecht C. holding unconstitutional a state evidentiary rule automatically excluding alternative perpetrator evidence when the prosecution case was strong D. holding that the district court did not abuse its discretion in excluding hearsay evidence and evidence that violated the best evidence rule in deciding a summary judgment motion E. holding that malicious prosecution claim accrues when underlying prosecution is terminated

assistant: The best answer is C. holding unconstitutional a state evidentiary rule automatically excluding alternative perpetrator evidence when the prosecution case was strong
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 Freeman v. State, 761 So.2d 1055, 1061 (Fla.2000). “The defendant bears the burden of establishing a prima facie case based upon a legally valid claim.” Id. While mere conclusory allegations are not sufficient to meet this burden, the reviewing court must accept the factual allegations made by the defendant to the extent that they are not refuted by the record. Id. “We must examine each claim to determine if it is legally sufficient, and, if so, determine whether or not the claim is refuted by the record.” Id. Although the police were authorized to search Pugh incident to arrest, it may not have been proper for the officers to extend that search to the trunk of the vehicle, in which case a motion to suppress could have been successful. See Betz v. State, 793 So.2d 976 (Fla. 2d DCA) (<HOLDING>), review granted, 791 So.2d 1101 (Fla.2001); Options: A. holding police incident to arrest of occupant of automobile may search entire passenger compartment of vehicle B. holding that defendants suspect activity in the trunk and passenger compartment of his car immediately after he engaged in an apparent drug sale established probable cause to search the vehicle for drugs and drug money C. holding that although search of passenger compartment was legal search of trunk was not D. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle E. holding that search of golf bag was not legal as search incident to arrest because it was not in passenger compartment of vehicle or otherwise within arrestees immediate control

assistant: The best answer is C. holding that although search of passenger compartment was legal search of trunk was not
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: No delay, failure or discontinuance of Agent or any Lender in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver, permit, consent or approval of any kind by Agent or any Lender of any breach of or default under any of the Loan Documents must be in writing and shall be effective only to the extent set forth in such writing.

assistant: No 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 following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 380 U.S. 447 85 S.Ct. 1101 14 L.Ed.2d 151 Ralph D. ABERNATHY et al., petitioners,v.STATE OF ALABAMA. No. 9.—. Supreme Court of the United States October Term, 1964. April 5, 1965 Louis H. Pollak, New York City, for petitioners. Leslie Hall, Asst. Atty. Gen. of Alabama, Montgomery, Ala., for respondent. On Writ of Certiorari to the Court of Appeals of Alabama. PER CURIAM. 1 The judgments are reversed. Boynton v. Com. of Virginia, 364 U.S. 454, 81 S.Ct. 182, 5 L.Ed.2d 206. 2 Mr. Justice BLACK and Mr. Justice WHITE took no part in the consideration or decision of this case.

assistant: 2
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY HERETO WAIVES: (I) ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY AND (II) ANY CLAIM FOR ATTORNEY FEES, COSTS AND PREJUDGMENT INTEREST; PROVIDED , HOWEVER , THAT THE FOREGOING WILL NOT LIMIT A PARTY’S OBLIGATIONS IN RESPECT OF DAMAGES CLAIMED BY A THIRD PARTY.

assistant: Waivers