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: arbitrary and capricious manner. See Furman v. Georgia, 408 U.S. 238, 92 S.Ct. 2726, 33 L.Ed.2d 346 (1972). The state “has a constitutional responsibility to tailor and apply its law in a manner that avoids the arbitrary and capricious infliction of the death penalty,” which includes a responsibility to “define the crimes for which death may be the sentence in a way that obviates ‘standard-less [sentencing] discretion.’ ” Godfrey v. Georgia, 446 U.S. 420, 428, 100 S.Ct. 1759, 64 L.Ed.2d 398 (1980) (quoting Gregg v. Georgia, 428 U.S. 153, 196 n. 47, 96 S.Ct. 2909, 49 L.Ed.2d 859 (1976) (alteration in original)). The “capital sentencing scheme must, in short, provide a ‘meaningful basis for distinguishing the few cases in which [the penalty] is imposed from the many cases in which 1759 (<HOLDING>). Thus, the Supreme Court has “insisted that Options: A. holding that georgias reckless driving statute now ga code ann 406390 which is similar in substance to the virginia statute is not unconstitutionally vague B. holding that georgias outrageously or wantonly vile horrible or inhuman circumstance was also invalid C. holding that failure to consider potential mail delay was not a nonnegligent circumstance D. holding that the elements of a claim under 3729a2 are 1 that the defendant made used or caused to be made or used a record or statement to get a claim against the united states paid or approved 2 the record or statement and the claim were false or fraudulent and 3 the defendant knew that the record or statement and the claim were false or fraudulent emphasis added E. holding that appellants seven day hospitalization was a nonnegligent circumstance

assistant: The best answer is B. holding that georgias outrageously or wantonly vile horrible or inhuman circumstance was also invalid
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As among the Fixed Assets Claimholders, the Applicable Collateral Agent (acting at the direction of the Applicable Representative), shall have the right, but not the obligation, to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. To the extent any Collateral Agent or any other Fixed Assets Claimholder receives proceeds of such insurance policy and such proceeds are not permitted or required to be returned to any Grantor under the applicable Fixed Assets Documents, such proceeds shall be turned over to the Applicable Collateral Agent for application as provided in Section 2.1 hereof.

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: sentence of life imprisonment that Hanson was told he could receive. See United States v. Schuh, 289 F.3d 968, 974 (7th Cir.2002). Although the court did not tell Hanson that he had the right to plead not guilty, see Fed. R.Crim.P. 11(c)(3), this error was harmless because Hanson was aware of his right to plead not guilty; he originally had pleaded not guilty to both counts of the indictment and then changed his plea to guilty, see Knox, 287 F.3d at 670. Counsel also states that the court did not inform Hanson that he was giving up the right to confront witnesses against him at trial. See Fed.R.Crim.P. 11(c)(3). Because the court informed Hanson that “at a trial [he] would have the right to cross-examine witnesses against” him, we agree with counsel that this again would be har r.2002) (<HOLDING>). Furthermore, there is no time period Options: A. holding that burglary is violent felony B. holding that all escapes qualify as violent felonies C. holding that 2255 movant claiming his prior conviction for assault was not a violent felony did not qualify for actual innocence exception D. holding that when an inmate escapes from a guarded facility he acts with purposeful violent and aggressive behavior and creates a substantial risk of violent confrontation E. holding a burglary must be of a building or structure in order to qualify as a violent felony for acca purposes

assistant: The best answer is B. holding that all escapes qualify as violent felonies
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: right to private communication, i. e., communication free from telephone taps or interceptions. But the subject matter of the conversation at issue here is far removed from that in situations where the media publicizes truly private matters. See Michaels v. Internet Entertainment Group, Inc., 5 F. Supp. 2d 823, 841-842 (CD Cal. 1998) (broadcast of videotape recording of sexual relations between famous actress and rock star not a matter of legitimate public concern); W. Keeton, D. Dobbs, R. Keeton, & D. Owen, Prosser & Keeton on Law of Torts §117, p. 857 (5th ed. 1984) (stating that there is little expectation of privacy in mundane facts about a person’s life, but that ‘‘portrayal of... intimate private characteristics or conduct” is "quite a different matter”); Warren & Brandéis 214 (<HOLDING>). Cf. Time, Inc. v. Firestone, 424 U. S. 448, Options: A. recognizing that in certain matters the community has no legitimate concern B. recognizing that the court has the power to grant leave upon certain conditions C. recognizing a public employees first amendment right to address matters of legitimate public concern D. holding that issues of prison security public safety and official corruption are matters of public concern E. holding that statements made only to supervisor and chief by police officer were matters of public concern

assistant: The best answer is A. recognizing that in certain matters the community has no legitimate concern
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: 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 Issuers 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 Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the L/C Issuers 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: (i) Such Borrower, or a Material Subsidiary of such Borrower or any ERISA Affiliate including such Borrower shall fail to pay when due an amount or amounts aggregating in excess of $50,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Plan or Plans of such Borrower which in the aggregate have unfunded liabilities in excess of $50,000,000 (individually and collectively, a “ Material Plan ”) shall be filed under Title IV of ERISA by such Borrower or ERISA Affiliate including such Borrower, any plan administrator or any combination of the foregoing; or (iii) the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan of such Borrower; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan of such Borrower must be terminated; or (v) there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more ERISA Affiliate including such Borrower to incur a current payment obligation in excess of $50,000,000 unless paid by such Borrower on the date such payment is due.

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 Consultant agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of Section 6 or 7 hereof is void or constitutes an unreasonable restriction against the Consultant, such provision shall not be rendered void but shall apply with respect to such extent as such court may judicially determine constitutes a reasonable restriction under the circumstances. If any part of this Agreement other than Section 6 or 7 is held by a court of competent jurisdiction to be invalid, illegible or incapable of being enforced in whole or in part by reason of any rule of law or public policy, such part shall be deemed to be severed from the remainder of this Agreement for the purpose only of the particular legal proceedings in question and all other covenants and provisions of this Agreement shall in every other respect continue in full force and effect and no covenant or provision shall be deemed dependent upon any other covenant or provision.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Proc. Ann. § 59.02(c)(1) (Vernon 2006) (providing that owner’s property may not be forfeited only if owner “did not know or should not reasonably have known of the act or omission giving rise to the forfeiture or that it was likely to occur”). The purpose of article 47.01a, in contrast, is to return property to its rightful owner, not to enable the State to obtain property as a means to deter criminal activity through the imposition of an economic penalty. See Act of May 27, 1977, 65th Leg, R.S., ch. 813, 1977 Tex. Gen. Laws 2034, 2034 (describing act creating article 47.01a as “relating to the return of stolen property to the rightful owner when no criminal trial is pending”); Universal Underwriters Group v. State, 283 S.W.3d 897, 899-901 (Tex.App.-Houston [14th Dist.] 2009, no pet.) (<HOLDING>); White, 930 S.W.2d at 676 n. 2 (considering Options: A. holding state not entitled to retain stolen property under article 4701a simply because rightful owners gross negligence made it possible for thief to steal it B. holding that negligence does not violate the due process clause but reserving the question whether gross negligence does C. holding that dawson proscribes gross negligence D. holding that it is not E. holding that ordinary negligence and gross negligence are not separate causes of action

assistant: The best answer is A. holding state not entitled to retain stolen property under article 4701a simply because rightful owners gross negligence made it possible for thief to steal it
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All Employee Benefit Plans are in compliance in all material respects with all applicable provisions of ERISA and the Code. No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Change. There has been no excise tax imposed under Section 4971 of the Code against any Loan Party that could reasonably be expected to result in liability to any Loan Party or any Subsidiary thereof in excess of $5,000,000. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Loan Parties have no reason to believe that the annual cost during the term of this Agreement to the Loan Parties for post-retirement benefits to be provided to the current and former employees of any Loan Party under Employee Benefit Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. As of the Closing Date and the date hereof, no Loan Party nor any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees. The Borrower knows of no pending or threatened in writing strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries.

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 case excerpt and choose the best holding from the options. Case excerpt: of limitation of liability. Id. at 541-42, 51 S.Ct. 243. When a state court is competent to afford relief, for a district court “[t]o retain the cause would be to preserve the right of the shipowner, but to destroy the right of the suitor in the state court to a commonlaw remedy; [whereas,] to remit the cause to the state court would be to preserve the rights of both parties.” Id. at 541, 51 S.Ct. 243. Additionally, in Lake Tankers Corp. v. Henn, 354 U.S. 147, 154, 77 S.Ct. 1269, 1 L.Ed.2d 1246 (1957), the Court articulated the “adequate fund exception.” In Lake Tankers, the value of the vessel and the pending freight — in other words, the possible amount of liability limited under the Act — exceeded the total claims made against the vessel owner. Id. at 152, 7 41, 644 (6th Cir.1982) (<HOLDING>). IMT makes much of Justice Frankfurter’s Options: A. holding that multiple convictions under 924c cannot be based on offenses forming a single unit of prosecution B. holding that because plaintiffs claims were presented as a single claim based on the same facts and based on the same alleged damages multiple awards would be duplicative C. holding that a single claimants stipulations and prioritization of her multiple claims created a single claim situation D. holding that a single transaction involving multiple obscene materials constitutes but one offense E. holding that there was a sufficient basis for joinder of seven defendants in a single trial where all the defendants were charged with participation in a single overarching drug conspiracy

assistant: The best answer is C. holding that a single claimants stipulations and prioritization of her multiple claims created a single claim situation
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: could apply to a challenge that an agency acted outside of its statutory authority, given that 'it is central to the real meaning of the rule of law ... that a federal agency does not have the power to act unless Congress, by statute, has empowered it to do so.’ ” Pis.' Reply Supp. Mot. Summ. J. at 11 n.7 (quoting Transohio Sav. Bank v. Dir., Office of Thrift Supervision, 967 F.2d 598, 621 (D.C. Cir. 1992)). In essence, the plaintiffs suggest that a § 706(2)(C) argument — as contrasted with a § 706(2)(A) arbitrary and capricious argument — can never be waived. The. plaintiffs cite no caselaw establishing that a § 706(2)(C) argument cannot be waived. Indeed, at least one' case holds the opposite. See Alliance for Natural Health U.S. v. Sebelius, 775 F.Supp.2d 114, 126 (D.D.C. 2011) (<HOLDING>); see also Nat. Res. Def. Council, Inc. v. U.S. Options: A. holding that the appellant waived an argument listed only in his summary of the argument B. holding that the appellant waived this argument C. holding that the plaintiffs 7062c argument that the agency had exceeded its statutory authority was administratively waived since the argument had not been raised during notice and comment rulemaking D. holding that the appellees argument was waived because they had expressly abandoned the argument before the administrative agency E. holding that argument raised at oral argument that was not included in brief is waived

assistant: The best answer is C. holding that the plaintiffs 7062c argument that the agency had exceeded its statutory authority was administratively waived since the argument had not been raised during notice and comment rulemaking
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: participation in federal student aid programs). Both sides appealed to the Secretary of Education. On October 28, 1997, the Secretary affirmed the ALJ’s decision in part but reinstated the “clock hours” finding and vacated the debarment decision. At this point in time, the Institute was without counsel. Accordingly,- Angel Ruiz Rivera (Ruiz), the Institute’s founder and president, purporting to act both on the Institute’s behalf and. to his own be-hoof, filed a notice of appeal in this court, asking that we review the Secretary’s determination. The notice of appeal was docketed on March 6, 1998, well within the six-year period allowed for seeking judicial review of the Secretary’s final orders. See 28 U.S.C. § 2401(a); see also Sierra Club v. Slater, 120 F.3d 623, 631 (6th Cir.1997) (<HOLDING>); Wind River Mining Corp. v. United States, 946 Options: A. holding that the filing of a motion for reconsideration does not toll the period for seeking judicial review of the underlying order B. holding that sixyear limitation period contained in section 2401a applies in respect to actions seeking judicial review of final agency determinations C. holding that the ban on judicial review of actions committed to agency discretion by law is jurisdictional D. holding sixyear statute of limitations applies to adea actions involving federal employees E. holding fouryear period for statutory actions applies to section 440205 claims

assistant: The best answer is B. holding that sixyear limitation period contained in section 2401a applies in respect to actions seeking judicial review of final agency determinations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary, (iii) other employee benefits, including stock option agreements under a Stock Option Plan or any other plan of the Company except as disclosed on Schedule 3.1(g) , and (iv) as described in the Company’s Annual Report on Form 10-K/A filed with the Commission on April 30, 2018, with respect to a loan facility provided to the Company by Rockmore Investment Master Fund Ltd.

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: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided , however , that no assignment shall be made by either party without the prior express written consent of the other party.

assistant: Assignments
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 any Seller nor any member of the Samedan Group has received a written notice of a violation of any Law that is applicable to the Assets and that has not been (or will not be prior to Closing) corrected or settled. Each Seller and member of the Samedan Group has complied in all respects with all applicable Laws respecting its ownership of the Properties.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: raised by the respondents of the running of the statute of limitations, § 473.083, there was no waiver of the exception for a failure to plead. Thus, the question is whether it was otherwise waived or abandoned. A party attempting to avoid the running of a statute of limitations by way of an avoidance has the burden to prove the avoidance or exception relied upon. Klippel v. Watkins, 667 S.W.2d 28, 30 (Mo.App.1984); Wardlow v. Denny, 579 S.W.2d 842, 843 (Mo.App.1979); Smile v. Lawson, 506 S.W.2d 400, 403 (Mo.1974). As such, where a question of fact exists for the jury to decide as to the existence of an avoidance, the party asserting it must request a jury instruction on the same; otherwise it will be deemed abandoned. See Young ex rel. Young v. Davis, 726 S.W.2d 836, 838 (Mo.App.1987) (<HOLDING>); Keller v. International Harvester Corp., 648 Options: A. holding that theories of liability or defense pleaded and proved but not submitted are abandoned B. holding that issues raised but not supported by argument are deemed abandoned C. holding that issues not argued are abandoned D. holding that mitigation of damages is an affirmative defense that must be pleaded E. holding that a theory of recovery pleaded but not submitted to the jury by explicit agreement need not be considered on appeal

assistant: The best answer is A. holding that theories of liability or defense pleaded and proved but not submitted are abandoned
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: a notice error is not prejudicial, it must find that, “despite the error, the adjudication was nevertheless essentially fair.” Overton, 20 Vet.App. at 435 (citing McDonough, supra). In this case, it is evident that VA’s failure to provide notice in accordance with 38 C.F.R. § 3.304(f)(3) did not constitute prejudicial error. Assuming arguendo that the appellant put forth sufficiently specific allegations of prejudice (see Appellant’s Br. at 13), the Court holds that YA has rebutted those allegations and demonstrated that no prejudice resulted from the § 3.304(f)(3) notice error. At several points in the record, the appellant demonstrated his actual knowledge of the amended provisions of § 3.304(f) and his ability to submit supporting evidence thereunder. See Sanders, 487 F.3d at 889 (<HOLDING>); Overton, 20 Vet.App. at 438-39 (finding that Options: A. holding that a plaintiff can establish a causal link by showing that the employers decision was based in part on knowledge of the employees protected activity B. holding that any error in the exclusion of evidence is cured by the subsequent admission of the evidence C. holding that the party asserting notice error has the burden of demonstrating prejudice D. holding that the secretary may demonstrate that an error is nonprejudicial by a showing that the purpose of the notice was not frustrated eg by demonstrating that any defect was cured by actual knowledge on the part of the claimant E. holding that the purpose of rule 15 was not frustrated by the district courts denial of leave to amend because the intent of the rule is to assist the disposition of litigation on the merits of the case rather than have pleadings become ends in themselves

assistant: The best answer is D. holding that the secretary may demonstrate that an error is nonprejudicial by a showing that the purpose of the notice was not frustrated eg by demonstrating that any defect was cured by actual knowledge on the part of the claimant
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: greater risk that he may be held accountable if his information proves false.” United States v. Salazar, 945 F.2d 47, 50-51 (2d Cir.1991); accord Canfield, 212 F.3d at 719. In addition to considering an informant’s veracity, reliability, and basis of knowledge, in assessing the totality of the circumstances we also evaluate whether the information an informant provides is corroborated by independent police investigation, Canfield, 212 F.3d at 719-20, because an informant who is right about some facts is more likely to be right about others, Gates, 462 U.S. at 241-46, 103 S.Ct. 2317. We consider such corroboration in evaluating the existence of probable cause even if only an informant’s account of anticipated innocent activities is confirmed. See Gates, 462 U.S. at 244, 103 S.Ct. 2317 (<HOLDING>); Canfield, 212 F.3d at 720 (2d Cir.2000) Options: A. holding that probable cause may be gleaned from the hearsay statements of informants B. holding that the corroboration of facts in an anonymous informants letter that the defendants car would be in florida that one of the defendants would fly to florida within the next day or so and that the defendant would then drive towards bloomington indiana all contributed to a legitimate belief that the informants additional assertions of criminal activity were true and probable cause had been established C. holding corroboration of named informants statements some of which included suspects hearsay enhanced informants reliability D. holding that a known informants statement can support probable cause even though the affidavit fails to provide any additional basis for the known informants credibility E. holding that florida courts would apply florida law to contracts insuring real property located within the state

assistant: The best answer is B. holding that the corroboration of facts in an anonymous informants letter that the defendants car would be in florida that one of the defendants would fly to florida within the next day or so and that the defendant would then drive towards bloomington indiana all contributed to a legitimate belief that the informants additional assertions of criminal activity were true and probable cause had been established
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: Members of the Company’s executive management are eligible to participate in the Plan. At the beginning of each plan year, the Committee determines the individuals eligible to participate in the Plan for the plan year. The Committee may determine in its discretion the terms and conditions of participation for any individual who is hired into or promoted to executive management status during a plan year.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a Change in Control of the Company occurring after the Grant Date, all outstanding unvested RSUs shall become fully vested upon the occurrence of such Change in Control. Any RSUs that vest in connection with this Section 8 shall be settled as set forth in Section 3 of this Agreement.

assistant: Change In Control
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 party shall issue any press release or public announcement relating to the subject matter of this Agreement without the prior written approval of the other parties, which approval shall not be unreasonably withheld or delayed; provided, however, that any party may make the following public disclosure (without the consent of the other party): if prior to Closing, such disclosure it believes in good faith is required by applicable law or stock market rule.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court of benefit of counsel's advocacy); Knarr v. Erie Insurance Exchange, 555 Pa. 211, 723 A.2d 664 (1999) (if appellant fails to present an issue on appeal, Superior Court is not permitted to address it, even if trial court’s disposition was fundamentally wrong); Department of Transportation v. Boros, 533 Pa. 214, 620 A.2d 1139 (1993) (Commonwealth Court erred in reversing based on issue not raised by appellant); Phillips Home Furnishings, Inc. v. Continental Bank [467 Pa. 43], 354 A.2d 542 (Pa.1976) (Superior Court was not permitted to reverse case based on claim not raised by appellant). The York Group, Inc. v. Yorktowne Caskets, Inc., 924 A.2d 1234, 1246-47 (Pa.Super.2007). See Ragnar Benson, Inc. v. Hempfield Township Municipal Authority, 916 A.2d 1183, 1192 (Pa.Super.2007) (<HOLDING>). 4 . Act of July 31, 1968, P.L. 805, as Options: A. holding that an appellate court cannot address on appeal an issue never ruled upon by the trial court B. holding that an appellate court cannot sua sponte address an issue that it perceives in the record where that issue is not presented at the appeal level C. holding issue not properly before the appellate court where appellant fails to demonstrate where in the record an issue was raised in the district court D. holding that an appellate court cannot consider an issue that was not preserved for appellate review E. holding that an issue not presented to the trial court will not be considered on appeal

assistant: The best answer is B. holding that an appellate court cannot sua sponte address an issue that it perceives in the record where that issue is not presented at the appeal level
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 payments and benefits pursuant to Section 2(b) of this Separation Agreement are conditioned upon the Employee’s agreement to be reasonably available to assist and otherwise advise and consult with the Company in transitioning responsibilities to other employees of the Company. The payments and benefits pursuant to Section 2(b) of this Separation Agreement are also conditioned upon the Employee’s full and continued cooperation in good faith with the Company, its subsidiaries and affiliates and its outside and in-house legal counsel, as may be necessary or appropriate: (i) to respond truthfully to any inquiries that may arise with respect to matters that the Employee was responsible for or involved with during the Employee’s employment with the Company, including matters in which Employee has been identified as an individual with knowledge; (ii) to furnish to the Company, as reasonably requested by the Company, from time to time, the Employee’s honest and good faith advice, information, judgment and knowledge with respect to all practices at the Company, and employees of the Company; (iii) in connection with any defense, prosecution or investigation of any and all actual, threatened, potential or pending court or administrative proceedings or other legal matters in which the Employee may be involved as a party and/or in which the Company determines, in its sole discretion, that the Employee is a relevant witness and/or possesses relevant information; (iv) to attend any deposition, trial, hearing or other proceeding to provide truthful testimony, and to prepare for any such deposition, trial, hearing or other proceeding with the Company’s outside or in-house counsel; and (v) in connection with any and all legal matters relating to the Company, its subsidiaries and affiliates, and each of their respective past and present employees, managers, directors, officers, administrators, shareholders, members, agents, and attorneys, in which the Employee may be called as an involuntary witness (by subpoena or other compulsory process) served by any third-party, including, without limitation, providing the Company with written notice of any subpoena or other compulsory process served on the Employee within forty-eight (48) hours of its occurrence.

assistant: Cooperation
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 expressly set forth to the contrary elsewhere in this Agreement, the parties will pay all of their respective expenses incurred in connection with any legal proceeding concerning a dispute arising out of this Agreement. Notwithstanding the foregoing, the Corporation shall pay the reasonable fees and expenses of Executive’s attorney not to exceed $5,000 in connection with the negotiation of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: procedure[s] ... [are] inadequate to address the risk these sexually violent predators pose to society ... [and] the treatment needs of this population are very long-term and the treatment modalities ... are very different from the traditional treatment modalities available in a prison setting or for persons appropriate for commitment under chapter 229” (emphasis added)). The legislature’s intent to enact a civil statute is also implied from the placement of the law among code chapters dealing with the mentally ill; chapter 229 provides for the voluntary and involuntary hospitalization of persons with mental illness and chapter 230 concerns support of persons with mental illness. See Iowa Code chs. 229, 230; see also Hendricks, 521 U.S. at 361, 117 S.Ct. at 2082, 138 L.Ed.2d at 514-15 (<HOLDING>). Additionally, a person determined to be a Options: A. holding that a claim of quantum meruit was appropriate in a probate case because under section 103 principles of law and equity supplement the provisions of the utah uniform probate code unless displaced by particular provisions of the code B. holding that the possibility that a sex offender could face civil commitment under a state statute was a collateral consequence because civil commitment does not flow automatically from the plea C. recognizing that source code is speech but not reaching the object code issue D. holding placement of commitment statute within probate code rather than within criminal code was evidence of intent to enact civil remedy E. recognizing that code is speech

assistant: The best answer is D. holding placement of commitment statute within probate code rather than within criminal code was evidence of intent to enact civil remedy
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 of this Agreement by such Stockholder do not violate or conflict with or constitute a default under (i) in the case of Stockholders that are not individuals, such Stockholder’s organizational documents, (ii) any Law applicable to such Stockholder, or (iii) any material agreement to which such Stockholder is a party or by which it or its property is bound.

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: In case any provision in or obligation hereunder or any Promissory Note or other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law principles that would lead to the application of laws other than the law of the State of New York.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In this Agreement, unless the Bank and the Borrowers otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Unless otherwise specified in this Agreement, all accounting terms shall be interpreted and all accounting determinations shall be made in accordance with GAAP. If this Agreement is executed by more than one party as a Borrower, the obligations of such persons or entities will be joint and several.

assistant: Interpretations
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 counterparts, and when so executed shall be deemed executed as one agreement. Seller and Buyer shall execute any and all documents and perform any and all acts reasonably necessary to fully implement this 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 legal provision and list the applicable contract clause categories. Provision: Except as set forth in the SEC Documents, there are no loans, leases, agreements, contracts, royalty agreements, management contracts, service arrangements or other continuing transactions exceeding $120,000 between (a) the Company or any Subsidiary, on the one hand, and (b) any person or entity who would be covered by Item 404(a) of Regulation S-K, on the other hand. Except as disclosed in the SEC Documents, there are no outstanding amounts payable to or receivable from, or advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a creditor of or debtor to, any beneficial owner of more than 5% of the outstanding shares of Common Stock, or any director, employee or affiliate of the Company or any of its Subsidiaries, other than (i) reimbursement for reasonable expenses incurred on behalf of the Company or any of its Subsidiaries or (ii) as part of the normal and customary terms of such persons’ employment or service as a director with the Company or any of its Subsidiaries.

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: Any controversy or claim relating to or arising from this Agreement (an “Arbitrable Dispute”) shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (the “JAMS”) as such rules may be modified herein or as otherwise agreed by the parties in controversy. The forum for arbitration shall be Las Vegas, Nevada. Following thirty (30) days’ notice by any party of intention to invoke arbitration, any Arbitrable Dispute arising under this Agreement and not mutually resolved within such thirty (30) day period shall be determined by a single arbitrator upon which the parties agree.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each party hereto waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each Guarantor shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, enter into any transaction with or make any payment or transfer to any Affiliate of the Company or its shareholders, except (A) in the ordinary course of business and on terms no less favorable to the Company, such Guarantor or such Subsidiary than would obtain in a comparable arm’s length transaction with a Person not an Affiliate of the Company, such Guarantor or such Subsidiary ( provided , that, any transaction with an Affiliate shall be deemed to have satisfied this the standard set forth in this clause (A) if such transaction shall have been approved by a majority of the disinterested members of the Board of Directors of the Company) or (B) to the extent permitted under Section 8.9 .

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: Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Administrative Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement. Any signature, contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as manual or paper-based methods, to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

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: This Joinder Agreement and the Trademark License Agreement, as amended hereby, constitute the entire agreement and understanding of the Parties as to their subject matter, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to such subject matter.

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 legal provision and list the applicable contract clause categories. Provision: Without limiting the generality of Section 4.2(a ) , the representations and warranties contained in Section 3 shall be true and correct on and as of the date of the making of such advance with the same effect as if made on and as of such date.

assistant: Representations