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: The Plan constitutes the entire understanding and agreement with respect to the subject matter contained herein and supersedes all prior oral or written plans, agreements or restrictions, representations, or warranties between any Participant and the Company or Employer, other than those as set forth or provided herein.

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 warrant such a delay. See id. Moreover, despite his argument to the contrary, Staler did not demonstrate that his criminal trial was invalid due to a fundamental error. See Stoneman, 870 F.2d at 106. Stuler was indicted and convicted for violating 26 U.S.C. § 7208. See United States v. McKee, 506 F.3d 225, 244 (3d Cir.2007) (noting the elements of 26 U.S.C. § 7203 include that the defendant: (1) was required to file the tax returns; (2) failed to file them; and (3) acted willfully). Stuler’s invocation of a host of unrelated statutes and regulations does not alter the fact that “importing” is not an element of a § 7203 charge. He has therefore failed to satisfy his burden of establishing a funda-' mental error. See United States v. Cariola, 323 F.2d 180, 184 (3d Cir.1963) (<HOLDING>). Because Stuler showed neither that any Options: A. holding that any proceeding which is challenged by the writ is presumed to be correct and the burden rests on its assailant to show otherwise B. recognizing that an agencys decision to terminate an employee is presumed correct C. holding that the burden is on the plaintiff D. holding that an exercise by the state of its police power is presumed to be valid when it is challenged under the due process clause of the fourteenth amendment E. holding that the burden is on the defendant when the validity of the warrant is challenged

assistant: The best answer is A. holding that any proceeding which is challenged by the writ is presumed to be correct and the burden rests on its assailant to show otherwise
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: After giving effect to (i) the Loans to be made (or, if applicable, Letters of Credit to be issued) on the Closing Date or such other date as Loans requested hereunder are made (or Letters of Credit are issued), (ii) the other transactions contemplated by this Agreement and the other Loan Documents and (iii) the payment and accrual of all transaction costs with respect to the foregoing, the Company is, and the Company and its Subsidiaries taken as a whole are, Solvent.

assistant: Solvency
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 two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: note, except for appurtenant rights, water interests are separate from real estate surface interest. See Hydro Res. Corp., 2007-NMSC-061, ¶ 17. We see no reason why this concept does not apply to the inchoate interest the parties were dealing in here. {28} The most relevant argument the Christophers make is that Owens could not reserve an interest because of the speculative nature of his intent to divert water. The cases cited by the Christophers simply do not apply here. The facts in those cases involve situations in which someone attempts to divert more water from a common source than they can actually use with the intent or purpose of then essentially extorting other potential users of water from the same source. See Millheiser v. Long, 1900-NMSC-012, ¶¶ 30-32, 10 N.M. 99, 61 P. 111 (<HOLDING>); see also New Mercer Ditch Co. v. Armstrong, Options: A. holding that a water right is a property right created by a person appropriating unappropriated water and applying it to a beneficial use B. holding that simply because claimants had diverted the entire run of the water at issue did not give them the ability to claim a right to all the water when they could not and had not put it to beneficial use C. holding substantial completion had occurred because water district took possession of all the lines filled them with water and began using them to serve the customers of the water district D. holding that the legislative assembly intended the water right certificate not the permit even when followed by a beneficial use to mark the point at which a water right becomes vested E. holding that permits only give the applicant an inchoate or contingent right to put the water to a beneficial use

assistant: The best answer is B. holding that simply because claimants had diverted the entire run of the water at issue did not give them the ability to claim a right to all the water when they could not and had not put it to beneficial use
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 copyrights, patents, trade secrets, trademarks, service marks, or other intellectual property or proprietary rights associated with any ideas, concepts, techniques, inventions, processes or works of authorship developed or created by any employee or independent contractor during the course of their performing work for the Company, and any other work product conceived, created, designed, developed or contributed to by each such person during the course of his or her employment or engagement with the Company that relates in any way to the Business (collectively, the “ Work Product ”) belongs exclusively to the Company, and such Work Product shall be transferred to Buyer as of the Closing.

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

user: (i) “Representatives” means (i) with respect to the Potential Relationship Party, the Potential Relationship Party’s officers, managers, directors, general partners, employees, outside counsel, accountants, consultants, financial advisors, and potential sources of equity or debt financing (and their respective counsel), and (ii) with respect to the Company, will include its officers, directors, employees, agents, partners and advisors and those of its subsidiaries, Affiliates and/or divisions (including attorneys, accountants, consultants and financial advisors). The Receiving Party further agrees that it will and will cause its Representatives to take those steps the Receiving Party takes to protect its own similar proprietary and confidential information (which will not be less than a reasonable standard of care) to keep the Confidential Information of the Disclosing Party confidential; provided, however, that (ii) any of the Confidential Information may be disclosed to the Receiving Party’s Representatives who need to know such information for the purpose of evaluating a Possible Transaction, who are provided with a copy of this Agreement and who agree to be bound by the terms this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Effective Date, the Company will pay Executive an annual salary of $225,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as "Base Salary"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required withholdings. The Compensation Committee of the Company shall have oversight over compensation paid to Executive with respect to the amount of salary and bonus payments (whether payable in cash of equity) and equity compensation, similar to the oversight by and recommendations made by the Compensation Committee with respect to the other executive officers of the Company Executive shall be sub3ect to, and shall comply with, the Company's stock ownership guidelines, including compliance with its Insider Trading Policy, including the Addendum thereto, and with Section 16 of the Securities Exchange Act of 1934, as amended.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant agrees that, prior to the Termination Date and during the Restricted Period (or the Enhanced Restricted Period, as applicable), if the Participant breaches the Non-Solicitation Conditions, the Confidentiality Conditions and/or the POE Agreement, in addition to all rights and remedies available to the Travelers Group at law and in equity (including without limitation those set forth in the Award Rules for involuntary termination), the Participant will immediately forfeit any portion of the Award made under this Award Agreement that has not otherwise been previously forfeited under the Award Rules in Exhibit A and that has not yet been paid, settled or vested. The Company may also require repayment from the Participant of any and all compensatory value that the Participant received for the last twelve (12) months of his or her employment and through the end of the Restricted Period (or the Enhanced Restricted Period, as applicable) from this Award or any Prior Equity Awards (including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, or settlement of any such awards, and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, or settlement of any such awards). The Participant will promptly pay the full amount due upon demand by the Company, in the form of cash or shares of Common Stock at current Fair Market Value.

assistant: Forfeitures
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: Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents reasonably requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for all reasonable costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.5 in accordance with Section 9.03 of the Credit Agreement.

assistant: Litigations
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: give me a chance. They said hateful things. They tased me without reason.’ And he wants you to believe that.” On appeal, defendant argues that the trial court erred in permitting Baxter to testify that defendant had “nothing to say” to her in response to her request that he tell her his version of events. Defendant points out that he was in custody at the time and had a constitutional right, under Article I, section 12, and the Fifth Amendment, not to answer Baxter’s question. He argues that his statement to Baxter was an unequivocal invocation of that right, see State v. Avila-Nava, 356 Or 600, 618, 341 P3d 714 (2014), and that evidence of that invocation was not admissible at his criminal trial under State v. Smallwood, 277 Or 503, 505-06, 561 P2d 600, cert den, 434 US 849 (1977) (<HOLDING>); see also State v. Ragland, 210 Or App 182, Options: A. holding that a suspects invocation of the right to remain silent must be unequivocal to require that police questioning cease B. holding that defendants general objection to states specific questions regarding defendants failure to appear before grand jury was sufficient to put trial court on notice of objection based on defendants constitutional right to remain silent C. holding that in context of criminal trial defendants right to remain silent cannot be compromised by prosecutorial comments that cast aspersions on its exercise D. holding that evidence of a defendants invocation of the right to remain silent ordinarily is not admissible at the defendants criminal trial E. recognizing that davis was concerned only with the right to counsel and not the right to remain silent

assistant: The best answer is D. holding that evidence of a defendants invocation of the right to remain silent ordinarily is not admissible at the defendants criminal trial
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 granted the concrete subcontractor's motion for summary judgment, finding, in part, that the concrete. subcontractor owed no duty to the employee. Id. On appeal, we agreed and held that premises liability was inapplicable because the concrete subcontractor was not a landowner or occupier of the premises. Id. at 1201. We also held that a duty did not exist because "it was not reasonably foreseeable that [the employee] would be injured due to [the concrete subcontractor's] act of leaving the concrete on the ground at the job site." Id. at 1202. We agree that, as in Woods, a duty is not created based upon premises liability because Guy's Concrete and Modern were not landowners or occupiers of the premises. See, eg., Duffy v. Ben Dee, Inc., 651 N.E.2d 320, 323-324 (Ind.Ct.App. 1995) (<HOLDING>), reh'g de-mied, trans. denied. However, in the Options: A. holding that a contractor had no duty of care to a third party under a premises liability theory because the contractor was not a landowner or occupier but expressing no opinion as to whether the contractor owed a duty to the third party under general negligence principles because the third partys legal theory was restricted to premises liability B. holding a premises owner is a general contractor for purposes of the statutory employer provision C. holding that contractor owed general negligence duty to thirdparty by dangerous condition contractor created on road D. holding in part that the liability insurance company of the subcontractor which had named the general contractor as an additional insured on the subcontractors policy was liable to reimburse the general contractor for a settlement payment the general contractor had made to the subcontractors employee E. holding there is no duty to third parties on the part of a premises owner who could not have foreseen the criminal acts of third parties

assistant: The best answer is A. holding that a contractor had no duty of care to a third party under a premises liability theory because the contractor was not a landowner or occupier but expressing no opinion as to whether the contractor owed a duty to the third party under general negligence principles because the third partys legal theory was restricted to premises 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 legal provision and list the applicable contract clause categories. Provision: This Agreement may not be changed, modified, discharged or terminated orally in any manner other than by an agreement in writing signed by Landlord and Tenant or their respective heirs, representatives, successors and permitted assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Agreement, the Company hereby employs the Executive as the Company’s President and Chief Executive Officer upon the terms and conditions hereinafter set forth. The Board of Directors of the Company (the “Board”) agrees to appoint the Executive as a member of the Board promptly following the Effective Date and to continue to nominate the Executive for election as a member of the Board and to recommend that the Company’s stockholders elect the Executive as a member of the Board for and during the Term.

assistant: Employment
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: members agree to cooperate with and assist airbnb in good faith , and to provide airbnb with such information and take such actions as may be reasonably requested by airbnb with respect to any investigation undertaken by airbnb or a representative of airbnb regarding the use or abuse of the airbnb platform .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the Issuing Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the “significant subsidiaries” of the Company, as defined in Rule 405 under the Securities Act, are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed to the Administrative Agent by the Borrower in writing from time to time, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary, except as created by the Loan Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: connected by a parking lot and driveway. An observer, such as the Tax Assessor, could not determine by viewing the properties whether or not Plaintiffs property is owner occupied. In fact, a casual observation might even lead to the opposite conclusion. This is not abandoned property or a vacant lot. A decision not to require owner occupied taxpayers to identify themselves as such when receiving a Chapter 91 Information Request leaves Tax Assessors with the further burden of determining the use of the propes-ty and making a final assessment. [ (Emphasis added).] We agree with Township’s counsel in this respect. As presently written, N.J.S.A. 54:4-34 offers no resolution of the tension created by the language limiting the sanction of appeal preclusion to income-produc 585 (Tax Ct.2004) (<HOLDING>). Ill By way of recapitulation, the order of Options: A. holding that property owner still has relief in the form of the return of his property though condemnation was complete and a highway was constructed across the property B. holding that nonresponding property owner was limited to ocean pines reasonableness hearing after finding that that property was in fact incomeproducing C. holding that plaintiffs may have a property interest in real property D. holding that injury to business or property was not limited to commercial interests E. holding that because the property owner argued only a theory of taking that was no longer a valid theory property owner did not demonstrate his entitlement to relief

assistant: The best answer is B. holding that nonresponding property owner was limited to ocean pines reasonableness hearing after finding that that property was in fact incomeproducing
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 term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination will have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term 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 legal provision and list the applicable contract clause categories. Provision: Time is of the essence of this Agreement and each and every term, covenant and condition contained herein. All covenants, agreements, representations and warranties made in this Agreement or in any of the other Financing Documents shall continue in full force and effect so long as any of the obligations of any party under the Financing Documents (other than Agent) remain outstanding. Each person or entity constituting a Pledgor shall be jointly and severally liable for all of the obligations of Pledgors under this Agreement.

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 Administrative Agent (and in the case of subpart (ii) below, the applicable LC Issuer) shall have received, as applicable, (i) a Notice of Borrowing meeting the requirements of Section 2.08(b) with respect to any Borrowing (other than a Continuation or Conversion) and (ii) an LC Request meeting the requirements of Section 2.05(b) with respect to each LC Issuance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: DSS and its Subsidiaries own or possess all Intellectual Property, except where the lack of such ownership or rights to use would not have a Material Adverse Effect. DSS is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any of DSS’s Intellectual Property or the operation of DSS’s business. DSS and its subsidiaries have taken all steps necessary to perfect its ownership of and interest in DSS’s Intellectual Property.

assistant: Intellectual Property
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: this court has determined that the Van Nattas’ claims are preempted and subject to removal jurisdiction, the court will now examine the elements of the plaintiffs’ complaints in order to determine if the claims can survive the defendant’s motion to dismiss. The defendant contends that, once recast as an ERISA claim for wrongful denial of benefits, the plaintiffs’ claims require dismissal based on their failure to plead exhaustion of the administrative remedies available under the Plan. The plaintiffs contend they are not required to plead this element in their complaint because it is an issue of fact. Alternatively, the plaintiffs contend they are exempted from this requirement because the defendant failed to provide them with proper notice of the denial of th 768, 770 (8th Cir.2001) (<HOLDING>); Burds v. Union Pac. Corp., 223 F.3d 814, 817 Options: A. holding that the ftca bars claimants from bringing suit in federal court until they have exhausted their administrative remedies B. holding that within the eighth circuit benefit claimants must exhaust administrative remedies before bringing claims for wrongful denial to court C. holding that an alien must exhaust administrative remedies before seeking habeas relief from detention D. recognizing the general rule that parties must exhaust prescribed administrative remedies before seeking relief from federal courts E. holding there is no statutory requirement that a taxpayer exhaust administrative remedies before filing a complaint in the tax court

assistant: The best answer is B. holding that within the eighth circuit benefit claimants must exhaust administrative remedies before bringing claims for wrongful denial to court
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: stimulant, or hallucinogenic drugs in these two sections demonstrates their intent to include these drugs within the class of drugs that limit or bar recovery of workers’ compensation benefits. See State v. Gonzales, 78 N.M. 218, 219, 430 P.2d 376, 377 (1967) (“We have held that it is proper for this court to consider prior and subsequent statutes in pari materia to determine legislative intent.”). {20} In addition, the Legislature’s substitution of “controlled substance,” which refers us to the CSA, for “depressant, stimulant or hallucinogenic drug” in 1972, demonstrates its intention that we should look to the CSA to determine which drugs limit or bar recovery of workers’ compensation benefits. See State v. Maestas, 2007-NMSC-001, ¶ 21, 140 N.M. 836, 149 P.3d 933 (filed 2006) (<HOLDING>); see also Las Cruces v. Rogers, 2009-NMSC-042, Options: A. holding that a statutory right is a creature of the legislature and does not exist where the legislature has not acted B. recognizing the legal concept that when interpreting a statute it is presumed that the legislature did not intend an absurd or unreasonable result C. holding that whether the legislature has complied with article iii section 61 of the texas constitution which states that the legislature shall provide suitable laws for the administration of workers compensation insurance for municipalities is a political question committed to the legislature D. holding that in order for there to be state debt in the constitutional sense one legislature in effect must obligate a future legislature to appropriate funds to discharge the debt created by the first legislature E. holding that when the legislature enacts a statute it is presumed that the legislature is aware of existing statutes

assistant: The best answer is E. holding that when the legislature enacts a statute it is presumed that the legislature is aware of existing statutes
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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect and (B) those consents, approvals, registrations, filings, or other actions the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) any applicable Law or (ii) the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Liens permitted by Section 6.2); except with respect to any violation or default referred to in clause (b)(i) or (c) above, to the extent that such violation or default could not reasonably be expected to have 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: The Company expressly confirms and agrees that it has entered into this Agreement in order to induce the Employee to serve as an officer of the Company, among other things, and acknowledges that the Employee is relying upon this Agreement in continuing in such capacity.

assistant: Enforcements
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 Waiver may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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: Subject to the terms and conditions set forth herein, each Revolving Lender agrees that the Borrower may from time to time request the Lenders to submit offers to make loans under the Revolving Credit Facility (each such loan, a “ Competitive Loan ”) to the Borrower prior to the Revolving Maturity Date pursuant to this Section 2.03 ; provided , however , that (i) the Parent and/or the Borrower shall have received an Investment Grade Rating which is in effect at the time such request is made and at the time any such Competitive Loans are made, (ii) the Investment Grade Pricing Effective Date shall have occurred and (iii) after giving effect to any Competitive Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments and the aggregate Outstanding Amount of all Competitive Loans shall not exceed the Competitive Loan Sublimit. There shall not be more than three (3) different Interest Periods in effect with respect to Competitive Loans at any time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Wilson informed John Schafer, Richard Schafer’s father, and [who was] a fellow Council Member, that he planned to take steps to remove MRA from the County [SWMP]. MRA purchased the Gravel Hill property on February 9, 1990.” Richard Schafer denied speaking to his father or to other council members about Wilson’s plan, but did not state that he was unaware of Wilson’s intent. The Hearing Examiner did not make a specific finding on the question of whether MRA president Shafer knew that there was no longer a majority of members on the newly constituted County Council who supported locating a rubble fill on the Property. This absence is not critical because the knowledge of these facts was certainly available to MRA, even if it did not have actual knowledge. See Bauer, 662 A.2d at 1194 (<HOLDING>). Certainly, MRA failed to prove that it Options: A. holding there was no rule 404b violation where the evidence was admitted to show knowledge and knowledge was an element of the crime charged B. holding that knowledge possessed by officials of the united states may be highly relevant such knowledge may show that the defendant did not submit its claim in deliberate ignorance or reckless disregard of the truth C. holding that party claiming zoning estoppel must exercise due diligence to ascertain the truth and not only lack knowledge of the true state of things but also had no convenient means of acquiring that knowledge D. holding that the knowledge requisite to knowing violation of a statute is factual knowledge as distinguished from knowledge of the law E. holding that daubert applies not only to testimony based on scientific knowledge but also to testimony based on technical and other specialized knowledge

assistant: The best answer is C. holding that party claiming zoning estoppel must exercise due diligence to ascertain the truth and not only lack knowledge of the true state of things but also had no convenient means of acquiring that knowledge
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 Employment Term and Executive’s employment hereunder may be terminated by the Company or by Executive at any time and for any reason. Upon any termination of Executive’s employment during the Employment Term or any annual non-renewal, the Employment Term shall automatically terminate. Upon termination of Executive’s employment for any reason, Executive agrees to resign as of the date of such termination and, to the extent applicable, from any boards (and committees thereof) of the PBF Companies or any of their affiliates. If the Executive is terminated by the Company for Cause, such termination shall be effective immediately. Executive shall give 30 days’ written notice to the Company in accordance with Section 12(g) hereof in the event Executive intends to terminate his employment without Good Reason. Notwithstanding any other provision of this Agreement (other than Section 12(h)), the provisions of this Section 8 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

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: was Allsopp standing inside the house, and he later identified Allsopp in court. The process server testified that he told Davis that he had papers to serve on Allsopp and that he then gave those papers to Davis. The process server did not attempt to hand the papers to Allsopp. We recognize that courts have upheld service when a defendant attempts to evade service, and, therefore, “in-hand” delivery is not required. See Travelers Cas. & Sur. Co. v. Brenneke, 551 F.3d 1132 (9th Cir.2009) (upholding service where process server testified that, after five attempts to serve defendant, pa pers were left on the front step after the defendant spoke to process server through an intercom system but refused to answer and unlock the door); Errion v. Connell, 236 F.2d 447, 457 (9th Cir.1956) (<HOLDING>); and Slaieh v. Zeineh, 539 F.Supp.2d 864 Options: A. holding that defendants constitutionally protected privacy interest began at the door to his room not at the door to the rooming house B. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service C. holding that arrest by the back door of defendants house was unlawful D. holding that service of a statecourt summons and complaint after removal to federal court is valid service E. holding that service was sufficient where sheriff pitched papers through a hole in defendants screen door after she spoke with him and ducked behind a door to avoid service

assistant: The best answer is E. holding that service was sufficient where sheriff pitched papers through a hole in defendants screen door after she spoke with him and ducked behind a door to avoid service
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) any Loan Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any material indenture, instrument or agreement evidencing Indebtedness for borrowed money to which any Loan Party is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of such Loan Party pursuant to the terms of any such indenture, instrument or agreement evidencing Indebtedness for borrowed money (except Liens created pursuant to the Loan Documents and Permitted Liens). No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by a Loan Party, is required to be obtained by any Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

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 case excerpt and choose the best holding from the options. Case excerpt: designed to impair their opportunity to seek legal redress. Plaintiffs further claim that the City’s actions were arbitrary and irrational (substantive due process violation). Defendants respond that the City’s decision to grant the special use permit was a rational exercise of its discretion, and plaintiffs were afforded adequate opportunity to be heard. B. Jurisdiction This court has appellate jurisdiction pursuant to 28 U.S.C. § 1291. An appellate court reviews a grant of sum mary judgment de novo. Smith v. Ameritech, 129 F.3d 857 (6th Cir.1997). C. Procedural Due Process 1. A person’s right not be deprived of property without due process of law is a fundamental tenet of federal constitutional law. See Boddie v. Connecticut, 401 U.S. 371, 379, 91 S.Ct. 780, 28 L.Ed.2d 113 (1971) (<HOLDING>). Here, plaintiffs allege a number of ways in Options: A. holding that in order to prove a denial of due process a party must show that he was arbitrarily and capriciously deprived of a cognizable property interest rooted in state law B. holding that privileges licenses certificates and franchises qualify as property interests for purposes of procedural due process but that due process only becomes relevant where such property is deprived C. holding that an alien is not deprived of due process if he or she receives actual notice of a denial of an application to withhold deportation D. holding that although the parking citation that the plaintiff received did not indicate where and how to contest the allegation the plaintiff was not deprived of procedural due process because he received a summons to appear in court via first class mail before he was deprived of any liberty interest E. holding that the root requirement of due process is that an individual be given an opportunity for a hearing before he is deprived of any significant property interest

assistant: The best answer is E. holding that the root requirement of due process is that an individual be given an opportunity for a hearing before he is deprived of any significant property interest
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the requirements of applicable law and regulations and except as permitted by Section 9.2 , each party to this Agreement shall maintain in confidence the provisions of this Agreement. Upon Closing, that certain non-disclosure agreement dated February 19, 2016 entered into between bebe and Bluestar Alliance LLC shall be deemed terminated and of no further force or effect.

assistant: Confidentiality
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 currently employs the Executive as its President, Extremity Fixation, and the Company and the Executive agree that Executive’s employment by the Company shall prospectively be governed by the terms and conditions set forth herein. The Executive shall continue to have such power and authority and perform such duties, functions and responsibilities as are associated with and incident to his positions, and as the Board may from time to time require of him. The Executive continues to agree to serve, if elected, as an officer or director of any other direct or indirect subsidiary of the Company, in each such case at no compensation in addition to that provided for in this Agreement, but the Executive serves in such positions solely as an accommodation to the Company and such positions shall grant him no rights hereunder (including for purposes of the definition of Good Reason).

assistant: Duties
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: release as part of the issue on appeal. But the argument portion of the brief frames the claimed procedural sentencing error in terms of the court’s failure to explain either the 480-month custodial sentence or its reasons for rejecting the requested downward variance. The closest Hill comes to asserting an argument relevant to the supervised release term is his statement that, “[i]t was also a violation of the law not to give reasons for rejecting a request for downward variance and upwardly depart on supervised release and use key words and phrases to justify the upward departure.” (Appellant’s Br. at 31). This simply is not enough to raise the issue sufficiently to entitle Hill to appellate review by this court. See Eriline Co. S.A. v. Johnson, 440 F.3d 648, 653 n.7 (4th Cir. 2006) (<HOLDING>). We thus hold that Hill has waived appellate Options: A. holding that failure to raise an issue in an opening brief waives that issue B. holding that a single sentence in an opening brief asserting a district courts alleged error is insufficient to raise on appeal any meritsbased challenge to the district courts ruling C. holding that a party abandoned an issue by failing to raise it in the opening brief D. holding that the failure to raise an issue in the opening brief waives the issue E. holding argument waived for failure to raise it in opening brief

assistant: The best answer is B. holding that a single sentence in an opening brief asserting a district courts alleged error is insufficient to raise on appeal any meritsbased challenge to the district courts ruling