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: Seller and Purchaser hereby covenant and agree that, at all times after the Effective Date and continuing until the Closing, unless consented to in writing by the other party (which consent may be granted or withheld in the sole discretion of the party whose consent is being requested), no press release or other public disclosure concerning this transaction shall be made by or on behalf of Seller or Purchaser, and each party agrees to use commercially reasonable efforts to prevent disclosure of this transaction by any third party. Additionally, Purchaser shall not be permitted to contact or communicate with any on-site employees of Seller or any affiliate of Seller, without Seller’s prior written consent, including, without limitation, any communication concerning future employment, until after expiration of the Inspection Period, provided that Purchaser shall provide Seller with not less than two business days’ advance notice regarding any such contact or communication, which notice may be given via telephone to Seller at the telephone number included in Seller’s notice address in Section 9.1 herein. Notwithstanding the foregoing, (i) each party shall be entitled to make disclosures concerning this Agreement and materials provided hereunder to its lenders, attorneys, accountants, employees, agents, other service professionals and the U.S. Securities and Exchange Commission as may be reasonably necessary in furtherance of the transactions contemplated hereby, (ii) each party shall be entitled to make such disclosures concerning this Agreement and materials provided hereunder as may be necessary to comply with any court order or directive of any applicable governmental authority, and (ii) Purchaser’s confidentiality obligations under this Section 9.16 shall not apply to any information which (a) was already in Purchaser’s possession prior to its receipt from Seller, (b) is or becomes publicly available other than as a result of a disclosure by Purchaser, or (c) is independently developed by Purchaser without reliance on the Due Diligence Items. The provisions of this Section 9.16 shall survive Closing or any termination of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: court improperly denied his motion to suppress (1) oral and written statements that he had given to the police, in which he admitted to killing the victim, and (2) other tangible property that the police had seized from his person, including two rings, a belt and a pair of shoes. Specifically, the defendant claims that the trial court improperly concluded that the entry by police into the apartment of the defendant’s mother at 418 Mill Street was justified under the emergency exception to the warrant requirement of the fourth amendment to the United States constitution. E.g., State v. Magnano, 204 Conn. 259, 266, 528 A.2d 760 (1987); see Mincey v. Arizona, 437 U.S. 385, 392, 98 S. Ct. 2408, 57 L. Ed. 2d 290 (1978); see also State v. Geisler, 222 Conn. 672, 691, 610 A.2d 1225 (1992) (<HOLDING>). The defendant further claims that even if the Options: A. recognizing such an exception B. recognizing exception C. recognizing exception under state constitution D. recognizing that oath taken to honor state constitution makes it the justices duty to apply the state constitution when it does not conflict with the federal constitution E. holding that definition of seizure under state constitution differs from that under us constitution

assistant: The best answer is C. recognizing exception under state constitution
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 payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. (New York time) on the date specified herein. The Administrative Agent will promptly distribute to each Applicable Lender its Commitment Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to any applicable conflicts of law provisions. The exclusive venue for any judicial action or proceeding arising out of or relating to this Agreement shall be the state or federal courts located in Salt Lake City, Utah, and the Parties hereby consent to the jurisdiction of said courts and waive any objection that venue in such courts is inconvenient. Parties acknowledge and agree that either Party may exercise any legal right and remedy available to it, whether at law or in equity, to enforce any provision of this Agreement. Parties agree that in any action to enforce any part of this Agreement, the prevailing Party may collect from the non-prevailing Party, in addition to any damages or injunctive relief, any reasonable attorneys' fees, costs, and expenses, including but not limited to expert witness fees, deposition transcript fees, postage, long-distance telephone charges, and travel costs.

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: Except as otherwise expressly provided herein or in the Ancillary Documents, (a) the Permal Contributor shall be responsible and bear all costs and expenses incurred by Permal Contributor, Permal Contributed Entities and the Company incident to this Agreement, the Ancillary Documents and the Transactions (including all accounting, legal, investment banking, finder, broker and other similar fees and expenses) and (b) the EnTrust Contributor shall be responsible and bear all costs and expenses incurred by EnTrust Contributor and the EnTrust Entities incident to this Agreement, the Ancillary Documents and the Transactions (including all accounting, legal, investment banking, finder, broker and other similar fees and expenses). Notwithstanding the foregoing or anything to the contrary herein, all filing fees and similar expenses to be paid in connection with the HSR Act shall be paid fifty percent (50%) by Permal Contributor and fifty percent (50%) by EnTrust Contributor.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and any amendments, waivers, consents, or supplements may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto. Delivery of an executed counterpart of a signature page to this Agreement, any amendments, waivers, consents or supplements, by facsimile or email shall be as effective as delivery of a manually executed counterpart thereof.

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: Whitestown Court held that the trial court erred by finding that Whitestown had failed to carry its burden of proof. The Court also sought to “remind trial courts of ... the deferential standard accorded to annexing municipalities[.]” Id. at 927, 2015 WL 4557062 at *10. In the end, the Whitestown Court reversed the trial court and instructed that judgment be entered in favor of Whitestown on the remonstrators’ petition. 2. Boonville Annexation [28] As for the case before us, we agree with Boonville that what a municipality needs and can use “is first and foremost a legislative determination.” Ap-pellees’ Br. p. 33. A court, should not substitute its judgment for-what a municipality determines is needed to accomplish its purposes. State v. Collom, 720 N,E.2d 737, 741 (Ind.Ct.App.1999) (<HOLDING>). Additionally, we observe that necessity “is Options: A. holding that questions of government necessity and expediency are understood to be exclusively for the legislature B. holding that subject matter questions may be but are not necessarily decided before questions of personal jurisdiction C. holding that questions of procedure are for the arbitrator not the courts D. holding that in general an agencys conclusion of law that presents mixed questions of fact and law is reviewed under the clearly erroneous standard but questions concerning whether an agency has followed proper procedures or considered the appropriate factors in making its determination are questions of law which are reviewed de novo E. holding that matters of statutory construction are questions of law for the court to decide rather than issues of fact

assistant: The best answer is A. holding that questions of government necessity and expediency are understood to be exclusively for the legislature
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Capitalized terms not defined in the body of this Grant shall have the meanings ascribed to them in the Annex attached hereto and incorporated by reference. Capitalized terms not defined in the body of this Grant or in the Annex shall have the same meaning as in the Plan.

assistant: Definitions
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 RSUs are intended to align your long-term interests with the long-term interests of the Company. If you engage in certain activities discussed below, either during employment with the Company or after such employment terminates for any reason, the Company may terminate any outstanding, unexpired or unpaid RSUs (“Termination”), rescind any payment or delivery pursuant to the RSUs (“Rescission”) or recapture any cash or any Common Stock or proceeds from your sale of Common Stock acquired pursuant to the RSUs (“Recapture”), as more fully described below and to the extent permitted by applicable law. For purposes of this Section 27, Competitive Organization or Business is defined as those corporations, institutions, individuals, or other entities identified by the Company as competitive or working to become competitive in the Company’s most recently filed annual report on Form 10-K.

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 legal provision and list the applicable contract clause categories. Provision: This Second Acknowledgement shall be binding upon Borrower and its respective heirs, beneficiaries, successors, assigns and personal and legal representatives, and shall inure to the benefit of Lender and Lender’s successors and assigns.

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

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

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 13.5(c) , which shall control in the event of any inconsistency with this Section 2.10(b) , the date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided that (i) the failure of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant to Section 3.8 , in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant to Section 3.8 shall be controlling.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Warrant or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the terms of this Warrant will continue in full force and effect.

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: there has been a presumption of openness and public access to judicial proceedings and documents. Press-Enterprise Co. v. Superior Court of Cal. (Press-Enterprise II), 478 U.S. 1, 10, 106 S.Ct. 2735, 92 L.Ed.2d 1 (1986); Press-Enterprise Co. v. Superior Court of Cal. (Press-Enterprise I), 464 U.S. 501, 507, .104 S.Ct. 819, 78 L.Ed.2d 629 (1984); Richmond Newspapers, Inc. v. Virginia, 448 U.S. 555, 100 S.Ct. 2814, 65 L.Ed.2d 973 (1980). Addressing the presumption of access to judicial proceedings, in Press-Enterprise II, the Supreme Court held that there is a qualified right of public access to judicial proceedings, rooted in the First Amendment, if there is “a tradition of accessibility” to the nature of the proceedings involved and if p any, Inc., 828 F.2d 340, 345 (6th Cir.1987)(<HOLDING>). With respect to the common law right of Options: A. holding that a motion to intervene to assert the publics first amendment right of access to criminal proceedings is proper B. recognizing that first amendment provides qualified right of access to judicial documents C. holding that there is a qualified first amendment right of access to proceedings and documents relating to disqualification of a judge in a criminal case and to conflicts of interest between attorneys in a criminal case D. holding that a disqualification order in a criminal case is not appealable E. holding that the first amendment right of access applies to a summary judgment motion in a civil case

assistant: The best answer is C. holding that there is a qualified first amendment right of access to proceedings and documents relating to disqualification of a judge in a criminal case and to conflicts of interest between attorneys in a criminal case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any one or more of the provisions of this Agreement shall for any reason be held to be illegal or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement or the validity or enforceability of such provision. The unenforceable provision shall be treated as severable and the remaining provisions shall nevertheless continue in full force and effect, giving maximum effect to the intent of the Parties in entering this Agreement.

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: in part and dismissed in part by unpublished PER CURIAM opinion. Unpublished opinions are not binding precedent in this circuit. PER CURIAM: Y.B., a minor child, by and through his mother, appeals the district court’s order denying his motion to transfer to another high school and dismissing without prejudice his civil action. Y.B. also appeals the district court’s order denying his motion to amend the caption of his case. We affirm in part and dismiss in part. An order dismissing a complaint without prejudice generally is not an appealable order, see Chao v. Rivendell Woods, Inc., 415 F.3d 342, 345 (4th Cir.2005), unless the action cannot be saved by merely amending the complaint. See Domino Sugar Corp. v. Sugar Workers Local Union 392, 10 F.3d 1064, 1066-67 (4th Cir.1993) (<HOLDING>). With regard to the district court’s denial of Options: A. holding where an appellate court affirms trial courts grant of summary judgment on a particular ground the appellate court need not discuss the remaining grounds B. holding appellate court may evaluate particular grounds for dismissal to determine whether plaintiff could save action by merely amending complaint C. holding that dismissal of a pro se complaint for failure to state a claim should generally be without prejudice but if the plaintiff has been given an opportunity amend his complaint and fails to do so the dismissal may be with prejudice D. holding that in considering dismissal of an appeal the court should exercise discretion to determine whether dismissal is appropriate in the circumstances presented by the case E. holding that the analysis to determine whether a claimant has established a reasonable basis to plead a claim for punitive damages is similar to the analysis applied to determine whether the allegations of a complaint are sufficient to state a cause of action

assistant: The best answer is B. holding appellate court may evaluate particular grounds for dismissal to determine whether plaintiff could save action by merely amending complaint
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: J. We have for review Snell v. State, 752 So.2d 95 (Fla. 1st DCA 2000), in which the district court certified the same question of great public importance that it had in Woods v. State, 740 So.2d 20 (Fla. 1st DCA 1999) approved sub nom. State v. Cotton, 769 So.2d 345 (Fla.2000). We have jurisdiction. See art. V, § 3(b)(4), Fla. Const. Snell challenges his thirty-year prison sentence under the Prison Releasee Reof-fender Act (the “Act”) on several grounds, all of which have been previously addressed by other opinions of this Court. See Grant v. State, 770 So.2d 655 (Fla.2000) (rejecting an ex post facto challenge to the Act and holding that the Act violates neither the single subject rule for legislation nor principles of equal protection); State v. Cotton, 769 So.2d 345 (Fla.2000) (<HOLDING>). We also find the other issues raised by Snell Options: A. holding that dna act violates neither substantive nor procedural due process under the fifth amendment B. holding that what constitutes cruel and unusual punishment is a question of law C. holding that the act violates neither separation of powers nor principles of due process by allowing a victim veto that precludes application of the act as well as holding that the act is not void for vagueness and does not constitute a form of cruel or unusual punishment D. holding that the act does not violate separation of powers is not void for vagueness and does not violate principles of due process by allowing a victim veto precluding application of the act E. holding cruel and unusual punishment complaint not preserved

assistant: The best answer is C. holding that the act violates neither separation of powers nor principles of due process by allowing a victim veto that precludes application of the act as well as holding that the act is not void for vagueness and does not constitute a form of cruel or unusual punishment
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: Consultant shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks the Company reasonably believes as are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and fair evidentiary hearing are without merit. With regard to the questioning by the trial court, which Overton contends functioned as action from a “second prosecutor,” there was not any bias displayed by the trial court in favor of either the State or Overton. Instead, the court questioned witnesses to clarify certain points after both parties asked initial questions and also to gain further knowledge into background information with regard to the witnesses. As evidenced by the length of the evidentiary hearing, we conclude that the trial court’s refusal to rush through the evidentiary hearing and the decision to ask questions to ensure that all pertinent information was on the record helped facilitate a full and fair hearing here. See Sims v. State, 754 So.2d 657, 666 (Fla.2000) (<HOLDING>). Moreover, the trial court elicited Options: A. recognizing that a trial court can set aside verdict B. holding that because defendant did not raise a newly discovered evidence claim or amend his postconviction motion after the evidentiary hearing the issue was not timely presented to the trial court and was not cognizable on appeal C. holding that the trial court was without authority to set aside entry of default on motion to set aside default judgment D. holding that the defendant was not deprived of a full and fair hearing on his postconviction motion by reasoning in part that the trial court set aside several days for the hearing E. holding defendant may appeal order stemming from full restitution hearing even though motion for hearing filed ten days after sentencing

assistant: The best answer is D. holding that the defendant was not deprived of a full and fair hearing on his postconviction motion by reasoning in part that the trial court set aside several days for the hearing
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, Executive shall be entitled to (i) perquisites on the same basis as other named executive officers of the Company, (ii) an automobile allowance of $1,000 per month, and (iii) a tax and legal allowance of $15,000 per calendar year. In addition, the Company shall promptly reimburse Executive in accordance with applicable Company policy for all reasonable expenses that Executive incurs during his employment with the Company in carrying out Executive’s duties under this Agreement. Notwithstanding the foregoing, the Executive shall be entitled to first class air travel on Company business, including, without limitation, travel between Company offices and will be permitted to fly privately using NetJets or other similar arrangements as appropriate for the performance of his duties in an efficient way (as determined in the Executive’s good faith discretion). Without limitation on the foregoing, the Company shall reimburse Executive for all reasonable costs incurred in traveling to Company locations other than Gurnee, Illinois, including, without limitation, lodging (hotel, apartment or otherwise), meals and transportation, subject to the Company’s reasonable requirements with respect to reporting and documentation of such expenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement (including the documents and instruments referred to herein) (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between DPC and the Noteholder with respect to the subject matter hereof and (ii) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Authority of the Representatives . Any action by the Initial Purchasers hereunder may be taken by the Representatives on behalf of the Initial Purchasers, and any such action taken by the Representatives shall be binding upon the Initial Purchasers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (i) 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 the Borrower or any of the Borrower’s Affiliates) (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 Commitments and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided , further, that no Lender may sell participations to a Competitor without Borrower’s prior written consent.

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 case excerpt and choose the best holding from the options. Case excerpt: 36 . 967 P.2d 1042 (Colo.1998). 37 . See id. at 1053-54. That case decided an appeal of a trial court's grant of an order to show cause why documents should not be disclosed; it was not an appeal of an administrative decision. See id. at 1045. 38 . See id. at 1053 (citing Vaughn v. Rosen, 484 F.2d 820, 826-27 (D.C.Cir.1973)). 39 . See id. 40 . Id. at 1053-54 (citations omitted). 41 . See id. at 1057. Because the Colorado court had not previously specified the procedural requirements for asserting the privilege, that court held that the trial court's in camera review of the documents was "more than an adequate substitute for an evaluation of a Vaughn index." Id. 42 . Capital Info. Group, 923 P.2d at 35 (quoting Doe, 721 P.2d at 625). 43 . See City of Colorado Springs, 967 P.2d at 1057 (<HOLDING>); Daily Gazette Co. v. West Va. Dev. Office, Options: A. holding that outside consultants evaluation of working environment and policies was privileged because report contained observations on current atmosphere and suggestions on how to improve division rather than expression of final agency decision B. holding that appeal from a decision of the attorney general denying legal representation was before the appellate division as of right to review the final decision of a state officer C. holding that reconsideration of the correctness of property division was barred on appeal from the judgment enforcing that division D. holding absolutely privileged a communication to an administrative agency designed to prompt action by that agency E. holding an agency decision is not final during the time the agency considers a petition for review

assistant: The best answer is A. holding that outside consultants evaluation of working environment and policies was privileged because report contained observations on current atmosphere and suggestions on how to improve division rather than expression of final agency decision
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon written request by any Indemnified Party, Indemnitors shall defend such Indemnified Party(ies) against any claim for which indemnification is required hereunder (if requested by any Indemnified Party, in the name of the Indemnified Party), by attorneys and other professionals reasonably approved by the Indemnified Parties. Notwithstanding the foregoing, if the defendants in a claim include an Indemnitor (or any affiliate of an Indemnitor) and any Indemnified Party shall have reasonably concluded that (A) there are legal defenses available to it that are materially different from or in addition to those available to such Indemnitor (or such Affiliate of such Indemnitor), or (B) the use of the attorneys engaged by such Indemnitor (or such affiliate of Indemnitor) would present such attorneys with a conflict of interest, Indemnified Parties may, in their sole and absolute discretion, engage their own attorneys and other professionals to defend or assist them, and, at the option of Indemnified Parties, their attorneys shall control the resolution of any claim or proceeding; provided that no compromise or settlement shall be entered without Indemnitors’ consent, which consent shall not be unreasonably withheld. Upon demand, Indemnitors shall pay or, in the sole and absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of the reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges and affirms that in the event of any breach by Executive of any of his covenants, agreements or obligations hereunder, monetary damages would be inadequate to compensate the Released Parties or any of them. Accordingly, in addition to other remedies which may be available to the Released Parties hereunder or otherwise at law or in equity, any Released Party will be entitled to specifically enforce such covenants, obligations and restrictions through injunctive and/or equitable relief, in each case without the posting of any bond or other security with respect thereto. Should any provision of this Agreement be adjudged to any extent invalid by any court or tribunal of competent jurisdiction, each provision will be deemed modified to the minimum extent necessary to render it enforceable.

assistant: Remedies
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: Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of: (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower, Operating Lessee and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Properties, (e) the occurrence of any breach by Borrower or Operating Lessee under the Loan Documents or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) the sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower or Operating Lessee, and (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

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

user: The term “Representative” means, as to any person, such person’s affiliates, officers, directors, general partners, members, employees, consultants, investment bankers, financial advisors, accountants, legal counsel, consultants and potential lenders. (b) Except as otherwise permitted under this Agreement or as required by applicable law, regulation, stock exchange rule or by legal, judicial, regulatory or administrative process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) (“Legally Required”), (a) the Receiving Party shall, and shall cause its Representatives to, keep all Proprietary Information confidential and not disclose or reveal any Proprietary Information to any person other than its Representatives who are participating in evaluating, negotiating, advising or financing with respect to the Possible Transaction or who otherwise need to know the Proprietary Information for the purpose of evaluating, negotiating, advising or financing with respect to the Possible Transaction (all of whom shall be informed of the confidential nature of such Proprietary Information) and shall cause its Representatives to treat such Proprietary Information in a confidential manner and in accordance with the terms hereof, provided that each party shall be responsible for any breach of this Agreement by any of its respective Representatives,

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 case excerpt and choose the best holding from the options. Case excerpt: that an injury was likely to result from a particular act, the court could find that the duty element of negligence is satisfied.” Wallace, 773 N.E.2d at 1025. Generally, the duty of due care “is that degree of care which an ordinarily reasonable and prudent person exercises, or is accustomed to exercising, under the same or similar circumstances.” Mussivand, 544 N.E.2d at 270. Negligence actions can be based on either “acts of omission or acts of commission;” an act of omission involves the “failure to do an act that a person is under a duty to do and that a person of ordinary prudence would have done under the same or similar circumstances, or the failure to take action to protect another from harm.” Asad v. Continental Airlines, Inc., 328 F.Supp.2d 772, 782 (N.D.Ohio 2004) (<HOLDING>). Ohio law generally does not require that a Options: A. holding that the law imposes on every person who enters upon an active course of conduct the positive duty to exercise ordinary care to protect others from harm and calls a violation of that duty negligence that a complete binding contract between the parties is not a prerequisite to a duty to use due care in ones actions and that architects may be held liable for a breach of the duty of care and breach of contract that results in foreseeable injury economic or otherwise B. holding that question of whether defendant breached duty under applicable safety statutes was not one for experts C. holding that the trial court correctly entered summary judgment in favor of defendant and denied plaintiffs motion for summary judgment where plaintiff failed to establish by clear and convincing evidence that defendant breached its duty to act in good faith D. holding that the rule bars subcontractors negligence claim because no independent duty was breached E. holding that the issue of whether or not a defendant airline breached its duty of due care by failing to transfer a pregnant employee from a flight precluded summary judgment for the defendant on plaintiffs negligence claim

assistant: The best answer is E. holding that the issue of whether or not a defendant airline breached its duty of due care by failing to transfer a pregnant employee from a flight precluded summary judgment for the defendant on plaintiffs negligence 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 case excerpt and choose the best holding from the options. Case excerpt: United States v. Hutzell, 217 F.3d 966, 968-69 (8th Cir.2000) (”[A]n individual’s domestic violence conviction should itself put that person on notice that subsequent possession of a gun might well be the subject of regulation.... Although an individual’s right to bear arms is constitutionally protected, the possession of a gun, especially by anyone who has been convicted of a violent crime, is nevertheless a highly regulated activity, and everyone knows it.”) (citation 'otnitted); United States v. Meade, 175 F.3d 215, 226 (1st Cir.1999) ("[A] person who is subject to [an anti-harassment or anti-stalking restraining] order would not be sanguine about the legal consequences of possessing a firearm[.]”). 65 . See, e.g,, United States v. Hester, 589 F.3d 86, 91-93 (2d Cir.2009) (<HOLDING>); United States v. Gould, 568 F.3d 459, 468 Options: A. holding that even though the defendant had not been given actual notice of his registration obligations under sorna his prosecution under that statute did not violate his due process rights under lambert where he was on notice that state law required sex offenders to register B. holding failure to give putative father notice of adoption proceedings did not violate due process where he had never established a substantial relationship with his child C. holding that a creditor who had received actual notice of a bankruptcy proceeding through his counsel did not suffer a due process violation because he had notice in time to file a complaint or at least to file a timely motion for an extension of time D. holding that due process rights were not violated when alien claimed a lack of actual notice but his attorney received notice E. holding that even though defendant stated he did not read and discuss psr with his counsel he could not show any error that affected his substantial rights

assistant: The best answer is A. holding that even though the defendant had not been given actual notice of his registration obligations under sorna his prosecution under that statute did not violate his due process rights under lambert where he was on notice that state law required sex offenders to register
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: right ... exists.” United States v. Testan, 424 U.S. 392, 398, 96 S.Ct. 948, 47 L.Ed.2d 114 (1976). Therefore, a plaintiff must identify and plead an independent contractual relationship, constitutional provision, federal statute, or executive agency regulation that provides a substantive right to money damages. Fisher v. United States, 402 F.3d 1167, 1172 (Fed.Cir.2005) (en banc) (“The Tucker Act itself does not create a substantive cause of action; in order to come within the jurisdictional reach and the waiver of the Tucker Act, a plaintiff must identify a separate source of substantive law that creates the right to money damages.”). The burden of establishing jurisdiction falls upon the plaintiff. FW/PBS, Inc. v. Dallas, 493 U.S. 215, 231, 110 S.Ct. 596, 107 L.Ed.2d 603 (1990) (<HOLDING>); see also RCFC 12(b)(1). The May 13, 2009 Options: A. holding that the burden is on the party seeking to exercise jurisdiction by clearly alleging facts sufficient to establish jurisdiction B. holding that the burden is on the plaintiff C. holding that the burden to allege facts sufficient to establish jurisdiction resides with plaintiff D. holding that plaintiff failed to plead facts sufficient to allege affirmative misconduct on the part of the government E. holding that plaintiff bears the burden to timely allege facts supporting equitable tolling

assistant: The best answer is C. holding that the burden to allege facts sufficient to establish jurisdiction resides with plaintiff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement. The section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

assistant: Construction
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: property. This court has never held that when an appellant fails to obtain a stay and the property sought is conveyed in good faith to a third party, the appellant is entitled to return to the trial court to have damages awarded if successful on appeal. Neither the Richards-es nor the dissent has cited a single case where this took place. Nor could they: other jurisdictions that have addressed this issue have denied such relief. For instance, the Illinois Appellate Court has held that “in the absence of a stay, an appeal is moot if possession or ownership of specific property which is inextricably involved in the relief being sought on appeal has been conveyed to third parties.” Horvath v. Loesch, 87 Ill.App.3d 615, 43 Ill.Dec. 154, 157, 410 N.E.2d 154, 157 (1980) (citation omitted) (<HOLDING>). This holding is consistent with numerous Options: A. holding that an appeal became moot when the party sold the real estate that formed the basis of the claims B. holding that the lack of any ongoing appeal of weeks conviction renders moot the question of bail pending direct appeal C. holding continuing controversy not moot D. holding plaintiffs claims moot on similar grounds E. holding appeal moot on this basis

assistant: The best answer is E. holding appeal moot on this basis