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: was played in court, D.J. stated under oath that what she said there was true. See Williams v. United States, 859 A.2d 130, 138 (D.C.2004) (videotape of CAC interview properly treated as substantive evidence because witness adopted those portions of the CAC video used to impeach her). We put aside the precise basis for treating the videotaped statement as substantive evidence because both the statute and the common law rule require, as a preliminary matter, that the statement be inconsistent with the witness’s testimony at trial. See Perritt v. United States, 640 A.2d 702, 706 (D.C.1994) (noting common-law requirement that a prior statement be inconsistent with trial testimony before it can be used for impeachment). We ultimately conclude that the government did not satisf d Cir.2008) (<HOLDING>); People v. Homick, 55 Cal.4th 816, 150 Options: A. holding that a witness who testifies in one proceeding may not be compelled to give further testimony in a different proceeding B. holding that the district court did not abuse its discretion by denying the defendant an opportunity to recall a witness who had already testified and been subject to crossexamination C. holding that where a witness who testifies under oath and is subject to crossexamination in a prior state court proceeding explicitly refuses to answer the same questions at trial the refusal to answer is inconsistent with his prior testimony D. holding that vague conclusory statements are insufficient E. holding that when a witness who testifies frankly under oath subject to crossexamination only two days later states that he now cant answer the question and is otherwise evasive and vague a district court may find that these statements are inconsistent

assistant: The best answer is E. holding that when a witness who testifies frankly under oath subject to crossexamination only two days later states that he now cant answer the question and is otherwise evasive and vague a district court may find that these statements are inconsistent
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 Approvals by any Governmental Entity and no material Approvals by any Person not a party (including a party to any agreement with Seller) to this Agreement are required in connection with the execution or performance of this Agreement by Seller or the consummation of the Asset Purchase.

assistant: Approvals
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: chips” in settlement negotiations. Id. at 566 ¶ 26, 96 P.3d at 564. 2. ¶ 19 We reject the Premium Cigars rationale. The relationship between an insurance agent and client, while certainly important, differs from that between an attorney and client in several critical respects. ¶ 20 Attorneys are fiduciaries with duties of loyalty, care, and obedience, whose relationship with the client must be one of “utmost trust.” In re Piatt, 191 Ariz. 24, 26, 951 P.2d 889, 891 (1997). By contrast, insurance agents generally are not fiduciaries, but instead owe only a duty of “reasonable care, skill, and diligence” in dealing with clients. Darner, 140 Ariz. at 397, 682 P.2d at 402; see also Sw. Auto Painting & Body Repair, Inc. v. Binsfeld, 183 Ariz. 444, 448, 904 P.2d 1268, 1272 (App.1995) (<HOLDING>). Furthermore, duties of reasonable care Options: A. holding that contract between parties not law of negligence gave rise to duty and accordingly provided exclusive source of remedy B. holding that the failure to act in good faith does not amount to an independent tort the breach of the implied duty under the ucc gives rise only to a cause of action for breach of contract C. recognizing that an attorney has a duty of loyalty to his client D. holding that it was a question of breach not duty whether an agents failure to advise a client about additional insurance gave rise to liability E. holding that negligent breach of a duty assumed in a contract does not give rise to a separate tort claim

assistant: The best answer is D. holding that it was a question of breach not duty whether an agents failure to advise a client about additional insurance gave rise to 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 AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION.

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: If the Participant dies, this Option shall thereon terminate, except that this Option may be exercised by the Participant’s legal representatives, heirs, legatees or distributees, to the extent otherwise then exercisable, for a period of six months from the date of the Participant’s death or until the Expiration Date, whichever period is shorter.

assistant: Death
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: Assignor makes no representations or warranties of any kind with regard to this Assignment, except that Assignor represents that the 5% Percentage Interest is free from liens, claims and rights of any person or party, other than the security interest created by the Pledge Agreement and the Assignee, and the assignment thereof will not breach any rights of any person or party under any agreement, including but not limited to the Partnership Agreement or the Pledge Agreement, and that the assignment of the 5% Percentage Interest does not violate any law, rule or regulations to which the Partnership or Assignor is subject.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the "automobile must, in some manner, be involved in the accident”); Lebroke v. United States Fid. & Guar. Ins. Co., 146 N.H. 249, 769 A.2d 392, 394 (2001) (citing Peck with approval for the proposition that an auto accident requires, at the very least, the involvement of the automobile); Schweitzer v. Aetna Life & Cas. Co., 306 Pa.Super. 300, 452 A.2d 735 (1982) ("[T]here must be some connection, more than mere chance or happenstance, between the injuries sustained and the insured vehicle.”); Schulz v. State Farm Mut. Auto. Ins. Co., 930 S.W.2d 872, 875 (Tex.App.-Houston [1st Dist.] 1996, no writ) (explaining that mere fact that vehicle was involved is not sufficient; rather, claimant must show that injuries resulted from a motor vehicle accident); Tyrrell, 994 P.2d at 838 (<HOLDING>); 8 Russ & Segalla, Couch on Insurance 3d § Options: A. holding that the sensible and popular understanding of what a motor vehicle accident entails necessarily involves the motor vehicle being operated as a motor vehicle B. holding that plaintiff who slipped and fell on ice while securing cars on his employers motor vehicle carrier preparing to travel was very close to the vehicle and engaged in a task related to the vehicle and therefore was an occupier of a motor vehicle C. holding a motor vehicle can be a deadly weapon by the manner of its use D. holding that assault conviction for driving a motor vehicle under the influence of alcohol and causing serious bodily injury to the person of another with the motor vehicle qualified as a crime of violence under ussg 4b12a E. holding that the statutory definition of motor vehicle is not controlling

assistant: The best answer is A. holding that the sensible and popular understanding of what a motor vehicle accident entails necessarily involves the motor vehicle being operated as a motor vehicle
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: Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices will be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its General Counsel.

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: shooting in Sabana Seca, the community in which Millán resided and in which a number of people were killed — without following the procedure for “bring[ing] [a defendant’s] uncharged conduct into play.” United States v. Sklar, 920 F.2d 107, 110 (1st Cir. 1990). But the record makes clear that the District Court was not suggesting that Millán was in any way responsible for the massacre, and so Millán’s argument rests on a mistaken premise. Moreover, we have made clear that, in considering the need for deterrence, see 18 U.S.C. § 3553(a)(2)(B), district courts may take into account not only the need for individual deterrence, but also the need for community deterrence within the defendant’s particular community. See United States v. Flores-Machicote, 706 F.3d 16, 22-23 (1st Cir. 2013) (<HOLDING>); Lozada-Aponte, 689 F.3d at 793 (noting that Options: A. holding that the existence of racial bias in the community is relevant to a 2 claim B. recognizing that district court in exercise of its rule 16b discretion may consider other relevant factors including in particular whether allowing the amendment of the pleading at this stage of the litigation will prejudice defendants C. holding that only relevant factors must be considered D. holding that the family court is required to consider all relevant factors in determining alimony E. holding that a sentencing judge may consider communitybased and geographic factors and explaining that the incidence of particular crimes in the relevant community appropriately informs and contextualizes the relevant need for deterrence

assistant: The best answer is E. holding that a sentencing judge may consider communitybased and geographic factors and explaining that the incidence of particular crimes in the relevant community appropriately informs and contextualizes the relevant need for deterrence
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: Borrower will not be reconstituted as a Plan or as an entity whose assets constitute “plan assets”. Borrower will not become a “governmental plan” within the meaning of Section 3(32) of ERISA and will not become subject to any state statutes that regulate investments of, and fiduciary obligations with respect to, governmental plans, that are similar to the provisions of Section 406 of ERISA or Section 4975 of the Code and that would be violated by the transactions contemplated by the Loan Documents.

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: mere anxiety or annoyance. Because of our ruling in Lopez, which was well argued before the trial court in this case, I would hold that the court erred in its application of the emotional distress prong of the stalking statute to the findings in this case. 127 In reviewing the trial court's application of the second element of the stalking statute to the facts in this case, the findings support the trial court's conclusion that Bayles knew or should have known that his conduct would cause emotional distress to Bailey. However, the court did not specifically find, in support of this element, that plaintiff suffered from more than anxiety and annoyance, perhaps because plaintiff put on no objective evidence thereof. CJ Hansen v. Mountain Fuel Supply Co., 858 P.2d 970, 973-75 (Utah 1993) (<HOLDING>); White v. Blackburn, 787 P.2d 1315, 1317-18 Options: A. holding that emotional distress requires a showing of either physical symptoms or mental illness B. holding that employee could not state a claim for negligent infliction of emotional distress under fela without a showing of physical impact C. holding that title 42 usc 1997ee requires proof of a physical injury before a prisoner can recover for emotional or mental distress and that verbal abuse is not actionable under section 1983 D. holding in a fcra case that plaintiffs may not rely on mere conclusory statements rather they must sufficiently articulate true demonstrable emotional distress including the factual context in which the emotional distress arose evidence corroborating the testimony of the plaintiff the nexus between the conduct of the defendant and the emotional distress the degree of such mental distress mitigating circumstances if any physical injuries suffered due to the emotional distress medical attention resulting from the emotional duress psychiatric or psychological treatment and the loss of income if any E. holding that under south dakota law compensation for negligent infliction of emotional distress requires manifestation of physical symptoms and intentional infliction of emotional distress requires an extreme disabling emotional response

assistant: The best answer is A. holding that emotional distress requires a showing of either physical symptoms or mental illness
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: he was in the immediate area of the transaction shortly after the transaction. Unbeknownst to the arresting officer, another offic xclusionary rule have already been satisfied by the exclusion of the evidence from Mr. Mejia's criminal trial. See Townes, 176 F.3d 138, 146 (2d Cir.1999) (declining to extend exclusionary rule to § 1983 suit for, inter alia, false arrest and malicious prosecution). 28 . Mr. Mejia's account of the alleged phone call to his employee, Charlie Diego, in which an unidentified individual asked for the owner's name and asked whether the owner was Colombian, is inadmissible hearsay and cannot be considered on this motion for summary judgment. See Fed. R.Civ.P. 56(e) (providing that summary judgment must be opposed by "such facts as would r.1991) (pre-Richardson ) (<HOLDING>); Calloway v. Boro of Glassboro Dep't of Options: A. holding that private physician who conducted cavity search of drug suspect pursuant to facially valid search warrant was entitled to qualified immunity in suspects 1983 action where he did not act on his own initiative or out of selfinterest he was uniquely qualified to perform search procedure and where court found that extending qualified immunity to physicians under the circumstances of this case would benefitf society by effectuating acceptable means to execute body cavity searches pursuant to a warrant issued on probable cause and benefit the party being searched by providing a safe means of conducting the search in a medically approved manner B. holding physician in action based on illegal cavity search to standard of a reasonable physician C. holding that acquiescence to a strip and body cavity search did not extend the scope of defendants consent to search his person because of the highly intrusive nature of the search D. holding that a visual body cavity search requires probable cause and a search warrant E. holding that search of backpack constituted a search of defendants person and was not authorized by search warrant for premises

assistant: The best answer is A. holding that private physician who conducted cavity search of drug suspect pursuant to facially valid search warrant was entitled to qualified immunity in suspects 1983 action where he did not act on his own initiative or out of selfinterest he was uniquely qualified to perform search procedure and where court found that extending qualified immunity to physicians under the circumstances of this case would benefitf society by effectuating acceptable means to execute body cavity searches pursuant to a warrant issued on probable cause and benefit the party being searched by providing a safe means of conducting the search in a medically approved manner
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto. Except as otherwise specified herein or in the Plan, notwithstanding anything to the contrary in the employment agreement between the Company and Participant (the “ Employment Agreement ”), Participant acknowledges and agrees that the terms of the Restricted Stock shall be governed by this Agreement, rather than the relevant provisions of the Employment Agreement and, in the event of a conflict between the Employment Agreement and this Agreement, this Agreement shall control. If requested by the Company, Participant agrees that he shall enter into any such amendments to the Employment Agreement as may be necessary to reflect and effectuate the foregoing.

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: these circumstances, we conclude that the EEO was justified in dismissing her complaint for failure to cooperate, see 29 C.F.R. §§ 1614.107(a)(7), 1614.108(c)(3) (2012), and that her actions were inconsistent with exhaustion of her administrative remedies, see Woodard v. Lehman, 717 F.2d 909, 913-17 (4th Cir.1983); Johnson v. Bergland, 614 F.2d 415, 417 (5th Cir.1980); cf. Jasch v. Potter, 302 F.3d 1092, 1094-96 (9th Cir.2002). Finally, Kobraei argues that she is entitled to review of the merits of her claim because the EEO office took more than 180 days to investigate her claim and to reach a final determination. Because Ko-braei did not raise this issue in the district court, we decline to review it in the first instance. See Muth v. United States, 1 F.3d 246, 250 (4th Cir.1993) (<HOLDING>). Accordingly, although we conclude the Options: A. holding that issues raised for the first time on appeal will not be considered B. recognizing that issues raised for first time on appeal generally are not considered absent exceptional circumstances C. holding that issues raised for the first time on appeal will not be considered absent exceptional circumstances of plain error or fundamental miscarriage of justice D. holding that absent exceptional circumstances arguments not raised before the bankruptcy court in the first instance are waived E. holding that issues raised for first time on appeal generally will not be considered absent exceptional circumstances of plain error or fundamental miscarriage of justice

assistant: The best answer is B. recognizing that issues raised for first time on appeal generally are not considered absent exceptional circumstances
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 amended the Board or by the Committee at any time (a) without your consent, so long as the amendment does not materially and adversely affect your rights under the Award, or (b) with your consent. For purposes of clarity, any adjustment made to the Award pursuant to Section 8 of the Plan will be deemed not to materially and adversely affect your rights under this Award.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided , that if any Taxes are required to be deducted or withheld from any amounts payable to the Administrative Agent or any Lender, as determined in good faith by the applicable Withholding Agent, (x) the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and (y) if such Tax is an Indemnified Tax, then the sum payable by the Loan Party to the Administrative Agent or such Lender shall be increased to the extent necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

assistant: Taxes
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: 2001 V. FAME JEANS, INC., 2006 WL 337552, 77 U.S.P.Q.2d 1861, 1862 (T.T.A.B.2006). 2 . Opposition No. 91163436. 3 . See, e.g., WamerVision Entertainment, Inc. v. Empire of Carolina, Inc., 101 F.3d 259, 261 (2d Cir.1996) (intent-to-use applicant could assert its constructive use date to defend an infringement action); Mitchell Cosmetics SARL v. Pramil S.R.L. (Esphanna), No. 04-1557, 2005 WL 3273371, 2005 U.S. Dist. LEXIS 18915 (D.D.C. Aug. 29, 2005) (Lamberth, J.) (affirming priority determination by TTAB that relied on constructive use); Lucent Info. Mgmt., Inc. v. Lucent Techs., Inc., 986 F.Supp. 253, 258 (D.Del.1997) (defendant could rely on its intent-to-use application date for priority in defending an action). Cf. SCM Corp. v. Langis Foods, Ltd., 539 F.2d 196, (D.C.Cir.1976) (<HOLDING>); Talk To Me Products, Inc. v. Larami Corp., Options: A. holding that where law not facts changed between filing and conversion law in effect on date of filing controls B. holding the correct date to use when determining the controlling statute is date upon which the claim arose C. recognizing section 44d applicants constructive use date based on foreign filing D. holding correct date to use when determining controlling statute is date upon which claim arose E. recognizing theory of constructive possession

assistant: The best answer is C. recognizing section 44d applicants constructive use date based on foreign filing
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: such compensation[,]” if those procedures are adequate. 473 U.S. at 195, 105 S.Ct. 3108. Here, Carroll attempted to obtain compensation in the “Inverse Condemnation” action that he filed in the Superior Court of New Jersey. In those proceedings, Carroll made an express England reservation. See Ivy Club v. Edwards, 943 F.2d 270, 287 (3d Cir.1991) (stating that “[r]es-ervation of England rights must be timely and may be express or implied.”). As the District Court concluded, however, even though Carroll returned to state court, his “claim remains unripe.” Nothing in the present record indicates that Carroll has administratively challenged the application of the Resolution to his property. See Dougherty v. Town of N. Hempstead Bd. of Zoning Appeals, 282 F.3d 83, 92 n. 7 (2d Cir.2002) (<HOLDING>); see also County Concrete Corp. v. Town of Options: A. holding that the courts jurisdiction is limited to the appeal of final board decisions that are adverse to the claimant B. holding that claims are not ripe due to appellants failure to apply for a variance and receive a final decision from the board C. holding that judicial privilege does not apply to the appellants claims for wrongful use of civil proceedings and abuse of process D. holding due process is not violated when failure to receive notice is the result of attorneys decision to abandon law practice E. holding that a reviewing court is not to substitute its decision for that of the board

assistant: The best answer is B. holding that claims are not ripe due to appellants failure to apply for a variance and receive a final decision from the board
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: There are no actions, suits or proceedings before any judicial or quasi-judicial body, by or with any governmental authority or other third party, pending, or to Seller's knowledge, threatened, against or affecting all or any portion of the Property or Seller's ownership, rights, use, development or maintenance thereof, and, to Seller's knowledge, there is no basis for any such action. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or, to Seller's knowledge, threatened, against Seller, or that may adversely affect the Property.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled. For avoidance of doubt, the parties confirm that the foregoing does not apply to or limit the Indemnitee’s rights under Delaware law or the Corporation’s Certificate of Incorporation or By-Laws.

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: is a written plea seeking the prosecutor's sympathies for a man it claims is wrongfully accused. Even if Cunefare's letter had in fact been written by the defendant's wife, it would represent the wife's recantation of her earlier allegations against the defendant. While it is not uncommon for victims of domestic abuse to recant their initial accusations before trial, it is likewise not uncommon for the People to continue with prosecution under such cireum-stances because ultimately the district attorney, and no one else, makes the decision whether to prosecute. The prosecutor, of course, retains significant discretion in determining who to prosecute, what erimes to charge, and whether to request the dismissal of pending charges. People v. Dist. Ct., 632 P.2d 1022, 1024 (Colo.1981) (<HOLDING>); see also People v. Sepulveda, 65 P.3d 1002, Options: A. holding that given the broad discretion afforded federal prosecutors to enforce the united states criminal laws in the absence of clear evidence to the contrary courts presume that federal prosecutors have properly discharged them official duties B. recognizing broad district court discretion to stay proceedings as an incident to its power to control its docket C. recognizing the broad discretion of prosecutors in making decisions about whom to prosecute and what charges to bring D. holding that district courts discretion is extremely broad E. holding that the broad nature of the prosecutors discretion generally bars the judiciary from intervening to limit or otherwise control it

assistant: The best answer is E. holding that the broad nature of the prosecutors discretion generally bars the judiciary from intervening to limit or otherwise control 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: No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as would not have a Material Adverse Effect, the business and operations of the Acquiree Company have been and are being conducted in accordance with all applicable Laws and Orders. Except as disclosed in Schedule 5.8, the Acquiree Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting the Acquiree Company and, to the knowledge of the Acquiree Company, no Proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. Except as would not have a Material Adverse Effect, the Acquiree Company is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Acquiree Company is a party or by which any of the Acquiree Company’s properties, assets or rights are bound or affected. To the knowledge of the Acquiree Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Acquiree Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Acquiree Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Acquiree Company, any event or circumstance relating to the Acquiree Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Acquiree Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.

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 legal provision and list the applicable contract clause categories. Provision: No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or waiver thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege whatsoever hereunder. The waiver by either party hereto of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent or simultaneous breach of the same or different provisions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

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: conditions violate an inmate’s constitutional rights. See Hubbard, 538 F.3d at 233 (stating that in determining whether triple-celling of inmates is rationally related to the state’s interest in managing an overcrowded prison, “we do not assay separately each of the institutional practices, but [instead] look to the totality of the conditions”) (quoting Hubbard v. Taylor, 399 F.3d 150, 160 (3d Cir.2005) (Hubbard I) (internal quotation marks omitted)). However, the City’s assertion that the Third Circuit applied the totality of the circumstances approach to each individual inmate has no support in the text of the case and is belied by the fact that the Third Circuit applied this approach to a group of 40 plaintiffs in Hubbard rather than to each plaintiff individually. See id. at 235 (<HOLDING>). Were we to accept the City’s interpretation Options: A. holding reasonable suspicion is based on totality of circumstances B. holding that the odor of marijuana is still a relevant factor in the totality of the circumstances analysis C. holding that involuntary commitment to a mental hospital is not within the range of conditions of confinement to which a prison sentence subjects an individual D. holding foreseeability is based on the totality of the circumstances not on a mechanical prior similar incidents rule E. holding that based on totality of circumstances plaintiffs were not subject to unconstitutional conditions of confinement no separate analysis undertaken for each individual plaintiffs ease

assistant: The best answer is E. holding that based on totality of circumstances plaintiffs were not subject to unconstitutional conditions of confinement no separate analysis undertaken for each individual plaintiffs ease
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 ordinary care of the risk or hazard about which he failed to warn. Moreover, there will be no liability unless [the] manufacturer failed to take the precautions that a reasonable person would take in presenting the product to the public. Although this ground of recovery is sometimes referred to as strict liability, it is really nothing more than a ground of negligence liability described as the sale of a product in a defective condition.... W. Page Keeton et al., Prosser and Keeton on Torts, § 99, at 697 (5th ed. 1984) (footnote omitted). We have embraced this view, see Fane v. Zimmer, Inc., 927 F.2d 124, 130 (2d Cir.1991), and, more importantly, so has Vermont. See Ostrowski v. Hydra-Tool Corp., 144 Vt. 305, 308, 479 A.2d 126, 1 s, Inc., 679 F.2d 1204, 1205-06 (5th Cir.1982) (<HOLDING>). The first and second prongs are easily Options: A. holding that causation is an essential element in failure to warn claim B. holding that a failure to warn was not a policy judgment C. holding that the failure to instruct on a definition or to amplify an element is not a failure to instruct on an essential element D. holding that loss causation is a necessary element of a rule 10b5 claim E. holding that failure to instruct on an essential element was harmless error because the element was so clearly established

assistant: The best answer is A. holding that causation is an essential element in failure to warn claim
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: NuVasive has provide d Consultant with marketing and technical information concerning the NuVasive products including brochures, instructional material, advertising literature, product samples, and other product data and information ( “ Promotional Materials ” ). Consultant represents and warrants Consultant shall not make any false or misleading representations to customers or others regarding NuVasive or the NuVasive products, or about NuVasive competitors or competitor products. Consultant represents and warrants that Consultant shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the NuVasive products that are not consistent with, or otherwise expand upon the claims in the Promotional Materials or other documentation supplied by NuVasive. Consultant represents and warrants that she shall use only the Promotional Materials supplied by NuVasive in Consultant’s promotion of the NuVasive products and services . Consultant represents and warrants that in no event shall Consultant make any guarantee or warranty concerning the NuVasive products or services that are inconsistent with, or otherwise expands upon, NuVasive ’ s standard limited warranty , or on behalf of any vendor or supplier of NuVasive. Consultant represents and warrants that Consultant shall promote and market the NuVasive products in accordance with the training provided by NuVasive.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: process, they had “at most, a generalized grievance shared by all Michigan residents alike,” and thus lacked the s tute, the Supreme. Court has held that a plaintiff satisfies the injury requirement of standing by alleging “an intention to engage in a course of conduct arguably affected with a constitutional interest, but proscribed by a statute, and [that] there exists a credible threat of prosecution thereunder.” Susan B. Anthony List v. Driehaus, — U.S. -, 134 S.Ct. 2334, 2342, 189 L.Ed.2d 246 (2014) (quoting Babbitt v. Farm Workers, 442 U.S. 289, 298, 99 S.Ct. 2301, 60 L.Ed.2d 895 (1979)); see also Warth v. Seldin, 422 U.S. 490, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975); Village of Arlington Heights v. Metro. Hous. Dev. Corp., 429 U.S. 252, 264, 97 S.Ct. 555, 50 L.Ed.2d 450 (1977) (<HOLDING>). The mere possibility of prosecution, however Options: A. holding that law firm who was plaintiffs adversary in foreclosure proceeding owed no duty to plaintiffs as law firm could not have expected that plaintiffs would rely on law firms representations about payoff amounts B. holding that religious corporation which owned property had standing to challenge zoning ordinance C. holding that the plaintiffs state law claims are preempted by federal law D. holding that when plaintiffs bring a facial challenge to a law it must be established that there are no set of circumstances under which the law would be valid E. holding that one of the plaintiffs had standing to challenge a discriminatory zoning law where an injunction against the law would have produced at least a substantial probability warth 422 us at 504 95 sct 2197 that the plaintiffs desired housing project would materialize

assistant: The best answer is E. holding that one of the plaintiffs had standing to challenge a discriminatory zoning law where an injunction against the law would have produced at least a substantial probability warth 422 us at 504 95 sct 2197 that the plaintiffs desired housing project would materialize
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: F.3d 1423, 1427-28 (7th Cir.1996) (noting several circuits have adopted sure course requirement), cert. denied, -U.S.-, 117 S.Ct. 1434, 137 L.Ed.2d 542 (1997); United States v. Garcia, 882 F.2d 699, 702-03 (2d Cir.1989) (noting wide variety of courts have upheld anticipatory warrants when sure course requirement was met). As one court has explained: The sure course standard functions as a proxy for the actual presence of the contraband at the locus to be searched. It offers the magistrate a trustworthy assurance that the contraband, though not yet on the site, will almost certainly be located there at the time of the search, thus fulfilling the requirement of future probable cause. Ricciardelli, 998 F.2d at 13; see also United States v. Hendriclcs, 743 F.2d 653, 654-55 (9th Cir.1984) (<HOLDING>). The "sure course” requirement is typically Options: A. holding anticipatory warrant for search of defendants home was invalid when defendant was required to pick up suitcase containing contraband at airport and there was no assurance at time warrant was issued that defendant would take suitcase to his home B. holding anticipatory warrant was invalid for lack of probable cause because at time warrant was issued the contraband was not on a sure course to the place to be searched and there was no assurance defendant would take contraband to that place C. holding anticipatory warrant for search of defendants home was invalid because facts made known to magistrate did not establish at time warrant was issued the required nexus between the contraband to be seized which was mailed to defendants post office box and defendants home D. holding anticipatory warrant for search of defendants home was invalid because affidavit provided no assurance that defendant would take package to his home after collecting it at the airport despite fact that warrant contained condition that it was not to be executed until package arrived at defendants house E. holding anticipatory warrant for search of defendants home was invalid because contraband was picked up by defendant rather than being delivered to his home and affidavit failed to provide facts establishing a nexus between contraband and defendants home

assistant: The best answer is B. holding anticipatory warrant was invalid for lack of probable cause because at time warrant was issued the contraband was not on a sure course to the place to be searched and there was no assurance defendant would take contraband to that place
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 amendments to this Agreement shall be in writing; provided that this Agreement is subject to the power of the Committee and/or the Board to amend the Plan as provided therein, except that no such amendment to the Plan shall adversely affect your rights under this Agreement without your consent.

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

user: ____________________ , agrees that, in consideration for being shown or told about certain trade secrets or property belonging to Navidec, Incorporated, ____________________, shall not disclose or cause to be disclosed, disseminated or distributed any information concerning said trade secret or property to any person, entity, business or other individual or company without the prior written permission of Navidec, Incorporated.

assistant: No
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: Both parties agree that, during the Term and for a period of one year thereafter, that neither you nor CBS shall, in any communications with the press or other media or any customer, client or supplier of CBS or any of CBS’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of you or CBS or any of CBS’s affiliated companies, or any of their respective directors or senior officers.

assistant: Non-Disparagement
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: Parent and the Company shall employ Executive, and Executive hereby accepts employment with Parent and the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in Section 4 hereof (the “ Employment Period ”).

assistant: Employment