flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Promptly upon written request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable Law, subject the Borrower's or any of its Subsidiaries' properties, assets, rights or interests constituting Collateral to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which the Borrower or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so and (c) provide the Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

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: This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Company and the Collateral Agent.

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 Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by a corporation or entity incorporated for formed in the United States or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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 case excerpt and choose the best holding from the options. Case excerpt: over other attorneys, settled tort cases only pursuant to directives he received from an internal management committee, and never participated in any forum wherein departmental policy was discussed and/or established. The defendants’ reliance on a string of cases holding that municipal attorneys in positions similar to Selkirk’s were not protected by Elrod and Branti, is irrelevant and misplaced. The very essence of the following cases required an examination of the duties of each plaintiff to ascertain whether his position entailed “policymak-ing” responsibility or required political fealty to effectively perform. The Court need not undertake such an analysis here because the Defendants have already done so and concluded to the contrary. See Livas v. Petka, 711 F.2d 798 (7th Cir.1983) (<HOLDING>); Mummau v. Ranck, 687 F.2d 9 (3rd Cir. 1982) Options: A. holding that a prosecutor is entitled to absolute immunity from a civil suit for damages under 1988 in initiating a prosecution and in presenting the states case including deciding which evidence to present B. holding that while a witness and prosecutor were protected by absolute immunity for their participation in judicial proceedings they were not entitled to absolute immunity on a 1983 claim that they conspired to present false testimony C. holding absolute immunity protects prosecutor from liability for withholding exculpatory evidence from grand jury D. holding that nasd disciplinary officers are entitled to absolute immunity from further prosecution for civil liability for them actions taken within the outer scope of them official duties E. holding in dicta that a prosecutor is entitled to absolute loyalty from his assistants and could terminate them for political reasons

assistant: The best answer is E. holding in dicta that a prosecutor is entitled to absolute loyalty from his assistants and could terminate them for political reasons
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 range of issues. In either case such persons assume special prominence in the resolution of public questions. Gertz, 418 U.S. at 351, 94 S.Ct. 2997. On appeal, Kennedy cites no South Carolina authority on point, but references South Carolina cases holding police officers and assistant police chiefs are public officials for purposes of defamation actions. See, e.g., Miller v. City of West Columbia, 322 S.C. 224, 471 S.E.2d 683 (1996) (applying Constitutional actual malice standard in case involving assistant police chief); Beckham v. Sun News, 289 S.C. 28, 344 S.E.2d 603, cert. denied, 479 U.S. 1007, 107 S.Ct. 646, 93 L.Ed.2d 702 (1986) (applying Constitutional actual malice standard in case involving former police officer); McClain v. Arnold, 275 S.C. 282, 270 S.E.2d 124 (1980) (<HOLDING>); Gause v. Doe, 317 S.C. 39, 451 S.E.2d 408 Options: A. holding that where a public official takes discretionary action that the official knows will directly benefit a financial interest that the official has concealed in violation of a state criminal law that official has deprived the public of his honest services under 1346 B. holding that a police officer speaking to a public official about his concerns over public safety issues is speaking in his capacity as a police officer and not as a citizen C. holding police officer is a public official D. holding that private party can assert official immunity if it contracted with a public official to perform governmental duties E. holding that mayor is a high public official

assistant: The best answer is C. holding police officer is a public official
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 Grantor hereby waives, to the extent permitted by applicable Laws, all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable Laws in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof. In the event that the proceeds of any sale, collection or realization are insufficient to pay all amounts to which the Lender or the Secured Parties are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the fees, charges and disbursements of counsel. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Grantors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

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: The Amended and Restated Employment Agreement, as amended by this Amendment, remains in full force and effect, and embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and thereof, and supersedes and replaces all prior oral and written agreements or understandings by and between the parties regarding the Amended and Restated Employment Agreement.

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: to raise the issue of apparent unlawful influence, an accused must demonstrate the following: (a) facts, which if true, constitute unlawful command influence; and (b) this unlawful command influence placed an “intolerable strain” on the public’s perception of the military justice system because “an objective, disinterested observer, fully informed of all the facts and circumstances, would harbor a significant doubt about the fairness of the proceeding,” Id. at 249 (internal quotation marks omitted) (citation omitted). Appellant argues that apparent unlawful influence existed because Judge Hecker was inappropriately removed from reviewing his case. Brief for Appellant at 9-11, Shea, No. 16-0530 (C.A.A.F. Oct. 14, 2016) (citing United States v. Salyer, 72 M.J. 415, 428 (C.A.A.F. 2013) (<HOLDING>)). In order to support this argument he alleges Options: A. holding the fourteenth amendment does not apply to the actions of the federal government B. holding that apparent unlawful influence exists where a military judge is removed through the inappropriate actions of the government C. holding that apparent eligibility exists where the record raises a reasonable possibility that the petitioner may be eligible for relief D. holding that when a contract is ambiguous and the parties suggest different interpretations summary judgment is inappropriate because an issue of fact exists E. holding that such a duty exists

assistant: The best answer is B. holding that apparent unlawful influence exists where a military judge is removed through the inappropriate actions of the government
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: discretion by failing to give adequate consideration to the Defendant’s financial circumstances, the uncertainty of the degree and duration of her support network, and the realities of her earnings versus her expenses.” The State countered that “Rule 3(b) ... does not permit direct appeal of a trial court’s disposition of a motion to modify the terms of probation.” The Court of Criminal Appeals agreed with the State that Rule 3(b) does not specifically provide that a defendant may appeal a trial court’s decision regarding modification of probation conditions. We agree as well. Unlike civil litigants, who have an appeal as of right from any final judgment, parties in criminal cases do not always have an appeal as of right under the Rules o 4 WL 50788, *3 (Tenn.Crim.App. Jan.12, 2004) (<HOLDING>). In Adler, this Court examined whether parties Options: A. holding that denial of the petitioners motion for credit for time at liberty was not appealable under rule 3 or through a commonlaw writ of certiorari B. recognizing the right to petition for writ of certiorari as a form of appellate review C. holding review of district court order imposing sanctions is by application for issuance of a writ of certiorari D. holding that the oneyear period begins to run after the time for filing a petition for a writ of certiorari has expired E. holding that the defendant did not have an appeal as of right or grounds for a commonlaw writ of certiorari to review a trial courts denial of sentencing credits

assistant: The best answer is A. holding that denial of the petitioners motion for credit for time at liberty was not appealable under rule 3 or through a commonlaw writ of certiorari
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 district court’s ruling that Cognetics did not violate ch. 93A is inconsistent as a matter of law with the jury’s verdict that Cognetics breached the Agreement’s implied covenant of good faith and fair dealing. Massachusetts courts have held, however, that a trial court’s ruling on a ch. 93A claim may differ from a jury’s verdict on common law claims involving the same evidence. Chamberlayne Sch. v. Banker, 30 Mass.App.Ct. 346, 568 N.E.2d 642, 648-49 (1991) (“Although consistency ... ha[s] a surface appeal, we think the broader scope and more flexible guidelines of ch. 93A permit a judge to make his or her own decisions under [ch.] 93A without being constrained by the jury’s findings.”). See also Turner v. Johnson & Johnson, 809 F.2d 90, 102 (1st Cir.1987) (interpreting Mass. law) (<HOLDING>); Wallace Motor Sales, Inc. v. American Motor Options: A. holding that a stipulation as to the law is generally not binding upon the courts B. holding that arbitration award is binding on the parties C. holding that jurys determination is not binding on courts ch 93a decision D. holding that jurys finding was binding on court considering claim for equitable relief E. holding that a prior panel decision is binding on subsequent panels

assistant: The best answer is C. holding that jurys determination is not binding on courts ch 93a 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 case excerpt and choose the best holding from the options. Case excerpt: the Sentencing Guidelines were silent on the subject, granted a downward departure based on the long history of respect that this nation has shown for the military and those with exemplary military records. Id. at 198. But Pipich was decided three years prior to the Sentencing Commission’s amendment of the guidelines to include military service as a discouraged feature. Jared has pointed us to no case authority supporting a downward departure for military service, even exemplary military service, a quarter of a century prior to the commission of the offense of conviction, and we have found none. We note, however, that a number of courts have held that military service is not a proper basis for a downward departure. See, e.g., United States v. Given, 164 F.3d 389, 395 (7th Cir.1999) (<HOLDING>); United States v. Winters, 105 F.3d 200, 209 Options: A. holding that a defendants substance abuse or addiction does not justify a downward departure B. holding that distinguished service record including two purple hearts did not justify downward departure C. holding that military service although exemplary 25 years prior to offense did not justify downward departure D. holding that note 9 did not authorize downward departure based on drug purity E. holding that the district courts denial of a downward departure was an exercise of discretion and therefore not reviewable

assistant: The best answer is C. holding that military service although exemplary 25 years prior to offense did not justify downward departure
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: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys, agents and affiliates (collectively the “ Released Parties ” and individually a “ Released Party ”) from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages, expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY) (collectively, the “ Released Claims ”), for or because of any matters or things occurring, existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior to the Effective Date and are in any way directly or indirectly arising out of or in any way connected to any of this Agreement, the Credit Agreement, any other Loan Document, or any of the transactions contemplated hereby or thereby (collectively, the “ Released Matters ”). Each Loan Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section 7 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with the Released Matters herein compromised and settled. Each Loan Party hereby further agrees that it will not sue any Released Party on the basis of any Released Claim released, remised and discharged by the Loan Parties pursuant to this Section 7 . In entering into this Agreement, each Loan Party consulted with, and has been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 7 shall survive the termination of this Agreement, the Credit Agreement and the other Loan Documents and payment in full of the 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 case excerpt and choose the best holding from the options. Case excerpt: Heatwole, 333 N.C. 156, 161, 423 S.E.2d 735, 738 (1992); State v. Sutcliff, 322 N.C. 85, 89, 366 S.E.2d 476, 479 (1988); State v. Pratt, 306 N.C. 673, 682-83, 295 S.E.2d 462, 468 (1982); State v. Pratt, 152 N.C. App. 694, 700, 568 S.E.2d 276, 280 (2002); State v. White, 127 N.C. App. 565, 573, 492 S.E.2d 48, 53 (1997); State v. Smith, 110 N.C. App. 119, 137, 429 S.E.2d 425, 434, aff'd per curiam, 335 N.C. 162, 435 S.E.2d 770 (1993). The trial court therefore did not have a clearly defined standard with which to compare the prosecutor’s statement. While the challenged statement ma (stating that there was evidence before the trial court that the victims were not left in a safe place when they were left bound and gagged in the woods at night); White, 127 N.C. App. at 573, 492 S.E.2d at 53 (<HOLDING>); Smith, 110 N.C. App. at 137, 429 S.E.2d at Options: A. holding the evidence supported a finding that the handicapped victim was not in a safe place where the victim was tied and undressed in the wintertime and left in an unfamiliar area B. holding sufficient evidence existed that the victim was not released in a safe place where the victim was left tied to a tree in a damp wooded area fortyfive feet off a dirt road and ninetythree feet down a path C. holding the evidence established the victim was released in a safe place when the victim was taken to a motel near a major shopping center in the middle of the afternoon was voluntarily dropped off with change to make a phone call and received assistance from hotel employees in the office D. holding the evidence supported the inference that the victim was not released in a safe place where the victim overpowered the defendants and effected his own escape E. holding the evidence sufficient to permit the jury to infer the victim escaped from the defendant at a convenience store as opposed to being released in a safe place

assistant: The best answer is C. holding the evidence established the victim was released in a safe place when the victim was taken to a motel near a major shopping center in the middle of the afternoon was voluntarily dropped off with change to make a phone call and received assistance from hotel employees in the office
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Rating of at least A, unless otherwise approved by Lender in its discretion) satisfactory to Lender, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such type (including product liability, workers' compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount not less than $8,000,000, with deductibles and subject to an Insurance Assignment satisfactory to Lender.

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: fails to meet the scienter requirements of paragraph (2) of 15 U.S.C. § 78u-4(b) and will be dismissed. D. The Alleged Misleading Statements Were Not “in Connection with” the Purchase or Sale of a Security, Nor Could They be Relied upon by Plaintiffs. Alternatively, Count one fails to satisfy the third Kline factor, that is, it does not plead fraud “in connection with” the sale or purchase of a security, as that phrase has come to be defined judicially. The Court of Appeals for the Third Circuit has cautioned “that courts should adopt a case-by-case approach for determining the proper scope of the ‘in connection with’ requirement,” and that “too broad an interpretation of § 10(b) is unwarranted.” See Angelastro v. Prudential-Bache Securities, Inc., 764 F.2d 939, 945-46 (3d Cir.1985) (<HOLDING>). Courts have been careful to distinguish mere Options: A. holding that loss causation is a necessary element of a rule 10b5 claim B. holding that misrepresentation of credit terms of margin account however satisfied in connection with language of rule 10b5 C. holding that the in connection with requirement of rule 10b5 was satisfied where investors were injured as investors through respondents deceptions and the scheme to defraud and the sale of securities coineided D. recognizing a rebuttable presumption of reliance in rule 10b5 E. holding that a rule 10b5 claim begins to run when a defendant makes an affirmative misrepresentation

assistant: The best answer is B. holding that misrepresentation of credit terms of margin account however satisfied in connection with language of rule 10b5
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, prior to the issuance or delivery of any Shares in connection with the exercise of all or a portion of this Award, to withhold or require from you the amount necessary to satisfy applicable tax requirements ( e.g. , income tax, social insurance, payroll tax and payment on account), as determined by the Company. The methods described in Section 5 may also be used by you to pay, or by the Company to satisfy, your withholding tax obligation, provided that the use of such method for this purpose complies with Company policy and applicable law. If, at any time after the Grant Date, you become subject to tax in more than one jurisdiction, the Company may be required to withhold or account for applicable tax requirements in the various jurisdictions. By accepting this Award, you authorize the Company or any Subsidiary to satisfy applicable tax or tax withholding requirements by: (A) withholding from your wages or other cash compensation payable to you; (B) withholding from any proceeds resulting from the sale of Shares subject to this Award either through an exercise and voluntary sale or through a mandatory sale arranged by the Company on your behalf and pursuant to this authorization; (C) redemption by the Company at Fair Market Value of Shares due to you following the exercise of Shares subject to this Award; or (D) a combination of (A), (B) or (C) above. If the Company or any Subsidiary cannot withhold or account for all taxes associated with this Award by application of the means described herein, then, by accepting this Award, you agree that you will pay to the Company or any Subsidiary all amounts necessary to satisfy applicable tax requirements and acknowledge that the Company may refuse to issue or deliver Shares subject to this Award, or the proceeds from the sale of such Shares, if you do not comply with this obligation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 812.13(2)(a) did not qualify as a crime of moral turpitude because it did not match the elements of the federal definition of robbery. We also see no indicatipn that the BIA improperly relied on the underlying facts of Jaimes-Lopez’s conduct in its decision. Thus, the BIA did not err in its analysis. B. We also agree with the BIA’s ultimate determination that Jaimes-Lopez’s conviction under § 812.13(2)(a) categorically qualifies as a crime involving moral turpitude. For this reason, we need not, and do not, decide whether the Florida statute is divisible or indivisible. See Gelin, 837 F.3d at 1243. The federal circuit courts have long considered theft offenses, including robbery, to involve moral turpitude. See Mendoza v. Holder, 623 F.3d 1299, 1303-04 & nn. 8, 9 (9th Cir. 2010) (<HOLDING>); Soetarto v. INS, 516 F.2d 778, 780 (7th Cir. Options: A. recognizing the longstanding rule that crimes that have fraud as an element are categorically crimes involving moral turpitude and a court may not apply the modified categorical approach if the statute proscribes only conduct that involves moral turpitude B. holding that robbery under california law categorically qualified as a crime involving moral turpitude and noting precedent in this and other circuits that theft crimes are crimes involving moral turpitude C. holding that missouris reckless conduct statute establishes a crime involving moral turpitude D. holding that assault with a deadly weapon was not a crime involving moral turpitude E. holding that involuntary manslaughter defined either as reckless or negligent was not a crime of moral turpitude because itwas based on unintentional conduct in contrast to those crimes involving some form of evil intent it is not an offense that is mala in se and thus does not fall within the definition of crimes involving moral turpitude

assistant: The best answer is B. holding that robbery under california law categorically qualified as a crime involving moral turpitude and noting precedent in this and other circuits that theft crimes are crimes involving moral turpitude
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless this Agreement is terminated under Section 7(n), the representations and warranties of the Company and the Buyer(s) contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4 and 7 shall survive the Closing for a period of twelve (12) months following the date on which all of the Notes are repaid in full or converted in their entirety (whichever is the earliest). Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

assistant: Survival
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 recognize that in the Consulting Period, Ching may represent the Company in certain business transactions related to the Company’s operations and may be exposed to claims by third parties arising directly or indirectly from such business transactions. The Company hereby agrees to indemnify, defend, and hold Ching harmless from and against any claim, demand, cause of action, lawsuit, damages or judgment asserted, filed, or obtained against Ching, including costs and attorney’s fees, arising directly or indirectly from any business transaction in which Ching, acting within the scope of this Agreement, represents the Company. Such right to indemnification shall survive the termination of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: Payments by the Guarantors shall be made to the Administrative Agent, to be credited and applied to the Guaranteed Obligations in accordance with Section 12.4 of the Credit Agreement, in immediately available Dollars to an account designated by the Administrative Agent or at the Administrative Agent’s Office or at any other address that may be specified in writing from time to time by the Administrative Agent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Purchaser represents and warrants that: (i) it is a validly existing corporation in good standing under the laws of the Bahamas; (ii) this Agreement has been duly authorized, executed and delivered by Purchaser and constitutes the legal and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity); and (iii) Purchaser is purchasing the Shares for its account and not for the account of any other person.

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: The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Subsidiaries not involving any other Affiliates, and which are not prohibited by Section 7.4 and (c) any Restricted Payment permitted by Section 7.5 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: reliability. Id. at 628-29. Courts around the country tend to agree with the holdings in Wheat and Walshire, finding a tip has the requisite indicia of reliability under the Fourth Amendment when the anonymous tipster relates that he or she has personally observed erratic driving open to public view. See, e.g., People v. Wells, 38 Cal.4th 1078, 45 Cal.Rptr.3d 8, 136 P.3d 810, 815-16 (2006) (finding the likelihood of harassment or an insincere or unreliable report of drunk driving is “significantly reduced” by the fact a phoned-in report involves an anonymous tipster providing “a contemporaneous event of reckless driving presumably viewed by the caller” and a predictive “analysis is more appropriate in cases involving tips of concealed criminal behavior such as p 516, 519, 527-28 (2001) (<HOLDING>). Cases holding an anonymous tip had the Options: A. holding that an anonymous tip lacking indicia of reliability that an individual is carrying a gun is not enough to justify a terry stop B. holding that an anonymous tip must have sufficient indicia of reliability to justify a stop and frisk C. holding an anonymous tip had the requisite indicia of reliability to justify a stop when the caller told the police of the alleged erratic driving automobile location and vehicle description D. holding an anonymous tip had the requisite indicia of reliability when the caller described his or her observations as reckless driving E. holding that anonymous call that gave police no predictive information to corroborate tip lacked sufficient indicia of reliability to justify stop and frisk

assistant: The best answer is C. holding an anonymous tip had the requisite indicia of reliability to justify a stop when the caller told the police of the alleged erratic driving automobile location and vehicle description
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 hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the other party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

assistant: No Conflicts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive Retirement/Retention Awards granted to the Executive shall be payable to the Executive according to the terms of the Plan and the additional terms of this Section 3.1. Unless otherwise provided in this section, the Executive shall become fully vested in his Executive Retirement/Retention Award balance as of his 65 th birthday, provided he remains in continuous Service through his Normal Termination Date.

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: Capitalized terms in this Fourth Amendment shall have the same meaning as those in the Agreement, unless specifically defined in this Fourth Amendment. All section and paragraph references refer to sections or paragraphs as applicable, in the Agreement. References to the term “Agreement” in the Agreement shall be deemed to include the Fourth Amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: While it expects to continue this Nonqualified Plan III indefinitely, 3M (acting through its Board of Directors or the Compensation Committee) reserves the right to terminate such Plan at any time and for any reason. Termination of this Nonqualified Plan III shall not affect 3M’s obligation to pay the benefits already earned under the provisions of such Plan in effect prior to the termination.

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: States. The court held that if an alien’s 1-212 application is granted, he is no longer subject to the reinstatement pro vision, because he is no longer an illegal entrant. Id. at 789. Here, Lino did not apply for a 1-212 application. Consequently, her reliance on Perez-Gonzalez is misplaced. In any event, courts have questioned the Perez-Gonzalez outcome. See, e.g., Lattab, 384 F.3d at 17 (“[W]e have grave doubts about the correctness of the Perez-Gonzalez court’s conclusion.”). Although we recognize the unfortunate circumstances of this case, we have consistently held that “immigration policy ... is traditionally [within] the province of the political branches.” Gomez-Chavez v. Perryman, 308 F.3d 796, 801 (7th Cir.2002); see also Sivaainkaran v. INS, 972 F.2d 161, 165 (7th Cir.1992) (<HOLDING>); Urukov v. INS, 55 F.3d 222, 228 (7th Options: A. holding that the flsa is not within the purview of section 5 of the fourteenth amendment B. recognizing that immigration policy is the clear purview of the legislative branch C. recognizing that legislative history is not used to create ambiguity where statutory language is clear D. recognizing that citizens who exercise their rights under the initiative provisions act as and become in fact the legislative branch of the municipal government E. holding that in the absence of a legislative invasion of constitutionallyprotected rights the judicial branch of government must respect and defer to the legislatures exclusive policy decisions

assistant: The best answer is B. recognizing that immigration policy is the clear purview of the legislative branch
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: although we will use reasonable skill and care in performing our service , we will not verify if , and can not guarantee that , all information is accurate , complete or correct , nor can we be held responsible for any errors ( including manifest and typographical errors ) , any interruptions ( whether due to any ( temporary and/or partial ) breakdown , repair , upgrade or maintenance of our platform or otherwise ) , inaccurate , misleading or untrue information or non-delivery of information .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: We conclude that, on these facts, a separate expert report addressing OGA’s conduct is not required under section 74.351 to support McCoy’s allegations. b. Alleged Liability for Gross Negligence Next, OGA contends that McCoy’s third amended petition attempts to hold it liable for gross negligence, citing the following language: “the evidence clearly and convincingly shows that conduct of ... [OGA] in this case constitutes ‘gross negligence.’ ” According to OGA, McCoy is alleging that OGA itself committed some conduct amounting to gross negligence, and that the allegation is broad enough to leave the door open for further allegations of direct liability against it. See Azle Manor, Inc. v. Vaden, No. 2-08-115-CV, 2008 WL 4831408, at *4 (Tex.App.-Fort Worth Nov.6, 2008, no pet.) (mem.op.) (<HOLDING>). In Azle Manor, the expert report appel-lees Options: A. holding that allegations that entity among other things failed to act as an ordinary prudent person would have under the same or similar circumstances was broad enough to encompass a directliabili ty claim and leave the door open for further allegations of direct liability B. holding that because the allegations purportedly suppressed by the government were not material an evidentiary hearing further exploring the allegations themselves and the governments knowledge of the allegations is unnecessary C. holding that similar allegations were insufficient to state a due process claim D. holding that evidence of other allegations of torture was inadmissible in part because it was not similar to the allegations made by defendant E. holding plaintiffs must provide particularized allegations as to why demand would be futile to survive a motion to dismiss conclusory allegations are not enough

assistant: The best answer is A. holding that allegations that entity among other things failed to act as an ordinary prudent person would have under the same or similar circumstances was broad enough to encompass a directliabili ty claim and leave the door open for further allegations of direct liability
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: Harper argues that the filing of his amended complaint, without the Title VII claim, deprived the district court of subject matter jurisdiction over his remaining state law claims because the amendment “related back” to the filing date of his first complaint, thereby depriving the court of original federal question jurisdiction (and thus supplemental jurisdiction) from the inception of the case. See FED. R. CIV. P. 15(c) (providing that “[a]n amendment of a pleading relates back to the date of the original pleading” under certain circumstances). Harper’s argument is wrong as a matter of law. The existence of subject matter jurisdiction is determined by examining the complaint as it existed at the time of removal. See Long v. Bando Mfg. of Am., Inc., 201 F.3d 754, 758 (6th Cir.2000) (<HOLDING>) (citing In re Carter, 618 F.2d 1093, 1101 (5th Options: A. holding that when the district court disposed of the adea claims the pendent claims became subject to dismissal for want of subject matter jurisdiction B. holding that the federal district courts dismissal of the plaintiffs federal claims deprived the court of its jurisdiction over the remaining state law claims arising from the same incident C. holding subject matter jurisdiction divested because federal cause of action had been dismissed without prejudice D. holding that notice of appeal of district court opinion denying arbitration stay divested district court of jurisdiction to continue proceedings until the appeal was complete E. holding that the district court was not divested of subject matter jurisdiction upon the dismissal of the plaintiffs federal claims

assistant: The best answer is E. holding that the district court was not divested of subject matter jurisdiction upon the dismissal of the plaintiffs federal claims