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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company agrees that this Commitment Letter (including the Term Sheet) and the Fee Letters are for its confidential use only and that neither its existence, nor the terms hereof or thereof, will be disclosed by the Company to any person other than (a) its officers, directors (or equivalent managers), employees, accountants, affiliates, independent auditors, attorneys, and other advisors, and then only on a “need-to-know” basis in connection with the Transactions and on a confidential basis, (b) the Seller and Walgreens Boots Alliance, Inc. and their respective officers, directors (or equivalent managers), employees, accountants, independent auditors, attorneys, and other advisors of each of the Seller and Walgreens Boots Alliance, Inc., and then only on a “need-to-know” basis, in connection with their consideration of the Transactions and on a confidential basis (provided that, with respect to the Fee Letters, to the extent portions thereof have been redacted in respect of the amounts, percentages and basis points of compensation set forth therein and the pricing and other terms of the “flex provisions” in a manner satisfactory to the respective Arrangers party thereto). The foregoing notwithstanding, the Company (and, in the case of clause (ii) below, each of the Seller and Walgreens Boots Alliance, Inc.)may (i) provide a copy of the Commitment Letter (and the Fee Letters, to the extent portions thereof have been redacted in respect of the amounts, percentages and basis points of compensation set forth therein and the pricing and other terms of the “flex provisions” in a manner satisfactory to the respective Arrangers party thereto) to potential lenders under the Term Loan Facility and their officers, directors (or equivalent managers), employees, accountants, affiliates, attorneys, and other advisors involved in the related commitments subject to confidentiality provisions similar to those provided herein, (ii) following the acceptance of the Company of this Commitment Letter and the Fee Letters, file or make such other public disclosures of the terms and conditions hereof (including the Term Sheet, but not including the Fee Letters) as it is required by law, in the opinion of its counsel, to make and (iii) disclose this Commitment Letter and Fee Letters in connection with any exercise of its remedies in respect hereof and thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Immediately after giving effect to the execution of this Agreement and the other Loan Documents by the Borrowers and each Obligor that is a party hereto or thereto, as applicable, the consummation of the Transactions contemplated hereby and thereby, the Company and its Subsidiaries, taken as a whole, will be Solvent. Before and after giving effect to each Credit Extension, the Obligors, taken as a whole, are Solvent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan and all Award Agreements and other agreements hereunder shall be construed in accordance with and governed by the laws of the state of Delaware, without giving effect to the choice of law principles thereof, except to the extent superseded by applicable United States federal law. Unless otherwise provided in the Agreement, Participants are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Delaware, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: to exercise care’ to avoid the harm.”). Gilmore also presented evidence from which a jury could reasonably conclude that the Duderstadts overreached and abused their “insider” position as landlords when they increased the rent unilaterally without informing him, after leading Gilmore to believe, through the company’s financial records, that the rent would remain $15,000 per month while Gilmore was striving to make a 10% net profit during the trial period. Gilmore also presented expert testimony that the Duderstadts’ failure to accrue back-due rent on the company’s financial statements had the effect of misrepresenting and overstating Laubo’s net profits by approximately $90,000. Cf. Golden Cone Concepts, Inc. v. Villa Linda Mall, Ltd., 113 N.M. 9, 14-15, 820 P.2d 1323, 1328-29 (1991) (<HOLDING>). The jury could reasonably infer the Options: A. holding that misrepresentations about profitability of business made recklessly with intent to deceive supported award of punitive damages B. holding a court may not award punitive damages C. holding that the record supported the district courts award of damages D. holding that conduct must be beyond the fraud which supported compensatory damages to award punitive damages E. holding that an award for punitive damages must be supported by clear unequivocal and convincing evidence

assistant: The best answer is A. holding that misrepresentations about profitability of business made recklessly with intent to deceive supported award of punitive damages
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 LENDER AND EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER OR EACH LOAN PARTY IN CONNECTION THEREWITH. EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THE LOAN DOCUMENTS.

assistant: Waiver Of Jury Trials
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: II In Biggs v. Wilson, 1 F.3d 1537 (9th Cir. 1993), cert. denied, — U.S. -, 114 S.Ct. 902, 127 L.Ed.2d 94 (1994), a case involving the 1990 California budget impasse, the Ninth Circuit held that the State violated the FLSA, 29 U.S.C. § 206(b), by making payments to State highway maintenance workers that were up to 15 days late. The court found it impossible to distinguish between late payment and nonpayment of minimum wages for purposes of determining whether an employer has violated the FLSA. Biggs, 1 F.3d at 1540-41. The court held that “payment of minimum wages is late if not done on payday.” Id. at 1543. It is undisputed that the State is plaintiffs’ “employer” for purposes of the FLSA. See Bonnette v. California Health and Welfare Agency, 704 F.2d 1465, 1470 (9th Cir.1983) (<HOLDING>). It also is undisputed that the State failed Options: A. holding agencies of state government are part of the state for purposes of sovereign immunity B. holding that state administrative departments and agencies are within cerclas definition of state under 107a4 and declining to reach the question whether a municipality is the state under that provision C. holding that under the flsas liberal definition of employer the state welfare agencies are the employers of ihss providers D. holding that state agencies are treated as states under the eleventh amendment E. recognizing that state agencies which are independent of the state are citizens of the state

assistant: The best answer is C. holding that under the flsas liberal definition of employer the state welfare agencies are the employers of ihss providers
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 the legislative history behind § 544(a)). The Bankruptcy Code does not authorize the Trustee to collect property or money except that which is owed to the estate. 2. The Trustee alternatively contends that the conspiracy claim belongs to the bankruptcy estate because, unlike in Caplin, the claim here seeks to remedy an injury to all of Bradley’s creditors and not merely a subset thereof. Even assuming that any or all of Bradley’s creditors could properly assert the claim, we disagree that this fact alone confers standing on the Trustee. This court recently clarified that, when determining whether a claim is property of the bankruptcy estate such that the trustee has standing to assert it under 11 U.S.C. § 541(a), the distinction between claims that 52-53 (5th Cir.1987) (<HOLDING>). But Texas law does not suggest that Bradley Options: A. holding an alter ego action could be brought by the debtor corporation under texas law B. holding jurisdiction over an individual may not usually be predicated on jurisdiction over a corporation unless the corporation is the alter ego of the individual or when the individual perpetrates a fraud C. recognizing that pursuant to the traditional application of the alter ego doctrine corporate form may be disregarded when the corporation is the mere instrumentality or business conduit of another corporation or person D. recognizing that the alter ego doctrine is an equitable doctrine which should be used to prevent inequitable results E. holding that alter ego is shown from the total dealings of the corporation

assistant: The best answer is A. holding an alter ego action could be brought by the debtor corporation under texas law
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 a substantial change in circumstance stems from Appellant’s relocation to St. Johns County. Indeed, the trial court cited the portion of Dr. Bloomfield’s report finding that the first time-sharing plan approved by the trial court “was no longer working since [Appellant] moved to St. John’s [sic] County” and that it would not work unless the parties agreed to move closer. Our review of the record indicates that all of Appel-lee’s alleged problems with Appellant’s continued custody of the children began after he moved. “A desire to relocate alone, as a matter of law, is not a substantial change in circumstances sufficient to warrant modification of custody.” Segarra v. Segarra, 947 So.2d 543, 547 (Fla. 3rd DCA 2006); see also Ogilvie v. Ogilvie, 954 So.2d 698, 701 (Fla. 1st DCA 2007) (<HOLDING>); Sotomayor v. Sotomayor, 891 So.2d 559, 561 Options: A. holding that the mere fact that a petitioner took voluntary trips back to his home country standing alone does not suggest either any fundamental change in circumstances or the possibility of internal relocation B. holding that a permanent change in income constitutes a substantial change in circumstances justifying a reduction of alimony C. holding relocation alone even if to another state was not a substantial change in circumstances D. holding remarriage of exspouse and loss of income not to be a substantial change in circumstances E. holding that a custodial parents move to a foreign state without more is not a substantial change of circumstances that would support a modification of custody

assistant: The best answer is C. holding relocation alone even if to another state was not a substantial change in 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 case excerpt and choose the best holding from the options. Case excerpt: Code Construction Act, the legislature expressly stated its intent regarding its use of the word “including” in statutory provisions, providing: “ ‘Includes’ and ‘including’ are terms of enlargement and not of limitation or exclusive enumeration, and use of the terms does not create a presumption that components not expresse slature’s use of the word “including” as a means of illustration and not exclusion. For instance, in Leach v. State, the court of appeals applied § 311.005(13) to the defendant’s community supervision condition, which tracked statutory language in the Texas Code of Criminal Procedure, and held that the word “including” did not “creat[e] a presumption against further inclusion of terms not expressly stated.” 170 S.W.3d 669, 673 (Tex.App.Fort Worth 2005, pet. ref d) (<HOLDING>). Similarly, in Wilburn v. State, the court of Options: A. holding enhancement applicable where the record supported conclusion that drugs were stored and cut in the same location as the guns even though a search of the location yielded no drugs B. holding that the courts will not read language into a statute where it would result in an enlargement of the statute by the court so that what was omitted may be included within its scope C. holding that even though defendant began to display physical signs of withdrawal his waiver was voluntary because he remained coherent and responsive was aware of what was going on and told the agents that he was able to continue with questioning D. holding that the public use exception was not applicable because the injury to the tenants employee occurred in an area of the leased premises that was not open to the public but was used only by employees E. holding that because including was a term of enlargement the defendant had violated his community supervision by going within 1000 feet of a grassy area where children played even though this location was not specified in the list of prohibited premises

assistant: The best answer is E. holding that because including was a term of enlargement the defendant had violated his community supervision by going within 1000 feet of a grassy area where children played even though this location was not specified in the list of prohibited premises
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: on Mr. Stanley’s behavior, which was also a concern of the district court, see id. Vol. 4 at 72, so this delay does not weigh against the government. In addition, the two-month delay required for the later competency evaluation that was requested by defense counsel weighs against Mr. Stanley. Mr. Stanley alleges that the substitution of district judges on October 31, 2008, caused delay, but he has not explained how the change of judge delayed his case. Consequently, this claim does not weigh against the government. Cf. Gomez, 67 F.3d at 1522 (“[D]elay attributable to an overburdened judg cooperate with his attorneys and the necessity of substituting lead counsel twice — once a month before trial — resulted in considerable delay to be weighed against him. See Britton, 129 S.Ct. at 1292 (<HOLDING>). Under these circumstances, we conclude that Options: A. holding that in determining whether there exists a valid waiver of the right to counsel in the criminal setting the court may consider a defendants lack of good faith in working with appointed counsel including an unreasonable refusal to cooperate with counsel or an unreasonable request for substitution of appointed counsel and the timeliness of defendants request for new counsel particularly when a defendant makes an untimely request for new counsel under circumstances which are likely to result in a continuance B. holding defendants right to counsel not violated despite district court denying pretrial request by the defendant to discharge his attorney where request was made on eve of trial and was openly part of attempt to have the district judge recuse himself and delay trial C. holding delays caused by numerous defense pretrial motions and defendants motion to continue do not weigh against the government D. holding that trial court did not abuse discretion in denying motion to continue for purposes of hiring private counsel on eve of trial where defendant had several months to do so and failed to articulate sufficient reasons for his dissatisfaction with appointed counsel E. holding delays caused by defendants role in necessitating substitution of defense counsel once on the eve of trial are attributed to defendant

assistant: The best answer is E. holding delays caused by defendants role in necessitating substitution of defense counsel once on the eve of trial are attributed to defendant
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 the FLSA, 29 U.S.C.A. § 203(m), provides in pertinent part: “[n]ot only must the employee receive the benefits of the facility for which he is charged, but it is essential that his acceptance of the facility be voluntary and uncoerced.” The legality of the Secretary’s choice requirement is a question of first impression for this Court. In addition to the district court whose judgment is reviewed here, two other district courts have upheld the Secretary’s position: Morrison, Inc. v. Donovan, argued on appeal with this case and this day decided at 700 F.2d 1374 (11th Cir. 1983), and Marshall v. New Floridian Hotel, Inc., 24 Wage & Hour Cas. (BNA) 530 (S.D. Fla.1979), aff’d on other grounds sub nom., Donovan v. New Floridian Hotel, Inc., 676 F.2d 468, 473 & n. 8 (11th Cir.1982) (<HOLDING>). Another district court has reached the Options: A. recognizing the validity of the product rale B. recognizing that substantial questions exist concerning the validity of the secretarys position C. recognizing that the government agreed not to take a position D. recognizing validity of state antidiscrimination provisions E. holding that the findings of reviewing physicians constituted substantial evidence in support of the secretarys decision to deny benefits

assistant: The best answer is B. recognizing that substantial questions exist concerning the validity of the secretarys position
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: Other than the Placement Agent, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company. No Investor shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 4.20 that may be due in connection with the transactions contemplated by this Agreement or the Transaction Documents.

assistant: Brokers
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: “[G]iven a widely-recognized looseness in usage of the language” regarding severance, the court held, “[u]se of the word ‘severed’ is insufficient, in itself, to establish a Rule 21 severance.” Id. at 625. Because it was not clear that the plaintiffs claims against the diversity-defeating party were not a part of the case, the court remanded the case to state court. See id. at 626. As Caldwell illustrates, “[federal district courts have ... held that a defendant does not carry the burden of establishing federal jurisdiction where jurisdiction is predicated on a state court order that merely states .that plaintiffs claims are to be ‘severed’ from claims against non-diverse defendants.” Grefer v. Travelers Ins. Co., No. Civ.A. 03-0253, 2003 WL 22717716, at *4 (E.D.La. Nov. 18, 2003.) (<HOLDING>). In Johnson v. Snapper Division of Fuqua Options: A. holding that a statecourt order providing for severance and separate trials of claims against a diverse defendant and a nondiverse defendant did not permit removal of a plaintiffs claim against the diverse defendant where the claims had not been separately docketed in state court and the plaintiffs claim against the nondiverse defendant had been removed together with the claim against the diverse defendant B. holding that because there was complete diversity when the action commenced diversity jurisdiction was not defeated by the addition of a nondiverse plaintiff which was not indispensable C. holding that were the court to find fraudulent joinder as to a nondiverse defendant on the basis of evidence equally dispositive of the liability of that defendant and a nondiverse defendant a refusal later in the proceedings to give judgment for the diverse defendant on the same grounds in turn would require the court to revisit a ruling that the nondiverse defendant was fraudulently joined D. holding that plaintiffs had not fraudulently joined nondiverse defendants where the plaintiffs claims were based on respondeat superior if no cause of action can be stated against the nondiverse defendants for their alleged torts no case exists against defendant new england for example if a statute of limitation has run on a claim against a nondiverse defendant it necessarily has run for new england accordingly the arguments offered by new england to prove fraudulent joinder simultaneously show that no case can be made against the diverse defendant E. holding that diversity jurisdiction was not established by a statecourt order that provided only that the plaintiffs claims against a nondiverse defendant be and hereby are severed from this action

assistant: The best answer is E. holding that diversity jurisdiction was not established by a statecourt order that provided only that the plaintiffs claims against a nondiverse defendant be and hereby are severed from this action
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or PDF signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: PSPC and the PSPC Shareholder shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.

assistant: 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner , its agent , or the law .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Maryland, excluding any conflicts- or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

assistant: Jurisdictions
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: But the comparator must still be similar enough “to eliminate confounding variables, such as differing roles, performance histories, or decision-making personnel, [so as to] isolate the critical independent variable: complaints about discrimination.” Filar v. Bd. of Educ. of City of Chi, 526 F.3d 1054, 1061 (7th Cir.2008) (second insertion in original) (quoting Humphries, 474 F.3d at 405). As Assistant Superintendent, Malito was directly under Simpson and he had many of the same responsibilities as Simpson. He even seemed to have “fraternized” with the same juvenile detainee that Simpson did. And we have tended to look more broadly for appropriate comparators when an employee holds an arguably unique job description. See McNabola v. Chi. Transit Auth., 10 F.3d 501, 514 (7th Cir.1993) (<HOLDING>). But the Audit Report makes Malito far from Options: A. holding a pro per litigant to the same standard as an attorney B. holding that violation of state law was not a per se constitutional violation C. holding that the maximum statutory damages available to plaintiffs under the fdcpa is limited to 100000 per plaintiff per proceeding D. holding such agreements to be per se illegal E. holding that a per diem physician could be adequately compared to per diem attorneys in an organization with a limited number of per diem physicians

assistant: The best answer is E. holding that a per diem physician could be adequately compared to per diem attorneys in an organization with a limited number of per diem physicians
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 REPRESENTATIONS AND WARRANTIES MADE BY SELLERS IN THIS ARTICLE 4 (AS MODIFIED BY THE SCHEDULES) ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES. SELLERS HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As between the Pari Debt Secured Parties, the Applicable Collateral Agent acting in accordance with Section 2.02 shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.

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 legal provision and list the applicable contract clause categories. Provision: Upon the termination of your employment pursuant to Section 9, your rights and the Employer’s obligations to you under this Agreement shall immediately terminate except as provided in this Section 10 and Section 11(s), and you (or your heirs or estate, as applicable) shall be entitled to receive any amounts or benefits set forth below (subject in all cases to Sections 10(f), 11(q) and 11(r)). The payments and benefits provided pursuant to this Section 10 are (x) in lieu of any severance or income continuation protection under any plan of the Activision Blizzard Group that may now or hereafter exist and (y) deemed to satisfy and be in full and final settlement of all obligations of the Activision Blizzard Group to you under this Agreement. You shall have no further right to receive any other compensation benefits following your termination of employment for any reason except as set forth in this Section 10.

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: None of any Loan Party, any Subsidiary thereof, any of their respective directors, officers or employees nor, to the knowledge of any Loan Party, any of their respective agents or Affiliates, (i) is a Sanctioned Person or currently the subject or target of any Sanctions, (ii) has assets located in a Sanctioned Country, (iii) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, (iv) is a "Foreign Shell Bank" within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (v) is a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns. Each Loan Party and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by each Loan Party and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each Loan Party and its Subsidiaries, their respective directors, officers and employees and, to the knowledge of each Loan Party, their respective agents or Affiliates, is in compliance with all Sanctions, Anti-Money Laundering Laws. Each Loan Party and Affiliate, officer, employee or director, acting on behalf of the Loan Party is (and is taking no action which would result in any such Person not being) in compliance with (A) all applicable OFAC rules and regulations, (B) all applicable United States of America, United Kingdom, United Nations, European Union, German, Canadian, Australian and all other reasonable internationally respected national autonomous sanctions, embargos and trade restrictions and (C) all applicable provisions of the USA PATRIOT Act. No proceeds from the Term Loans shall be used in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.

assistant: Sanctions
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 supersedes all other oral and written agreements between the Parties with respect to the matters contained in this Agreement and, except as otherwise provided herein, this Agreement contains all of the covenants and agreements between the Parties with respect to those matters.

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: This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature or .pdf signature. Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed valid delivery 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 legal provision and list the applicable contract clause categories. Provision: The Borrower’s use of the proceeds of the Loans shall be for working capital and other general corporate purposes of the Companies and for the refinancing of existing Indebtedness and for Acquisitions permitted hereunder. Neither the Borrower nor any of its Subsidiaries and their respective directors, officers, employees and agents will, directly or indirectly, use the proceeds of the Loans and Letters of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (a) to finance or facilitate activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, (b) in furtherance of an offer, promise to pay, or the authorization thereof, or any other offering of value, to any Person in violation of any Anti-Corruption Laws, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Loan Documents as modified herein are binding upon, and inure to the benefit of Borrower, each Guarantor, Administrative Agent and Lenders and their respective successors and assigns to the extent any such assignment is permitted under the Credit Agreement. This Amendment, and the interpretation and enforcement thereof shall be in accordance with the general terms and conditions set forth in the Original Credit Agreement (as modified herein), including the notice provisions, consent to jurisdiction provisions, governing law provisions, waiver of jury and judicial reference provisions, and the integration, counterpart and severability provisions, with Administrative Agent, Lenders and Borrower being entitled to the benefits thereof and being bound thereby.

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 case excerpt and choose the best holding from the options. Case excerpt: or otherwise.” ER 702. 2 In Reese, the concurrence suggested that the Daubert test was the appropriate test to apply in a civil case given the different burden of proof required in a civil proceeding. See Reese, 128 Wn.2d at 310, 312 (C. Johnson, J., concurring). 3 The study was simply designed to see if there was a correlation between such in útero exposures and birth defects; the study was not designed to find cause. 4 For example, polygraph tests have been widely excluded based not only on Frye but as unreliable under ER 702 and as unfairly prejudicial under ER 403. See, e.g., United States v. Cordoba, 194 F.3d 1053, 1062 (9th Cir. 1999) (affirming trial court exclusion of polygraph under ER 702 and Daubert, 509 U.S. 579); United States v. Kwong, 69 F.3d 663, 668 (2d Cir. 1995) (<HOLDING>); see also United States v. Scheffer, 523 U.S. Options: A. holding that motion challenging pretrial detention was excludable under act B. holding admissibility of polygraph evidence should be resolved under fedrevid 403 balancing test but reliability of polygraph test may be included to determine how probative particular polygraph test is C. holding that time granted for preparing pretrial motions is not automatically excludable under 3161h1 but is excludable only after the district court enters appropriate findings under 3161h7a D. holding that a plaintiff need only show that the results of a polygraph examination were a factor in the termination of employment and rejecting requirement that results be the sole factor for employees discharge E. holding that the polygraph results were excludable under er 403

assistant: The best answer is E. holding that the polygraph results were excludable under er 403
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: unilateral contract and the JCC’s ruling was correct. We agree with Appellant and reverse. As stipulated by the parties, the relevant facts are that Appellant’s representative interviewed Hawley in Missouri. Hawley never came to Florida. He responded to an ad in a Missouri newspaper designed to recruit Admissions Representatives to recruit Missouri residents to attend Appellant’s college in Florida. Haw promises. Thus, the agreement is a bilateral contract, and Chapte awley was executed in Florida. A contract is created where the last act necessary to make a binding agreement takes place. See Peters v. E.O. Painter Fertilizer Co., 73 Fla. 1001, 75 So. 749, 750 (1917); see also Ray-Hof Agencies, Inc. v. Petersen, 123 So.2d 251, 253 (Fla.1960); Goodman v. Olsen, 305 So.2d 753 (Fla.1974) (<HOLDING>). Where one contracting party signs the Options: A. holding that for purposes of longarm jurisdiction because plaintiff was employed in new york the original event causing his injury occurred in new york B. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership C. holding that new york law applies to this matter D. holding that contract signed in new york by promisor from florida and partially performed in florida was governed by new york law because it was executed in new york E. holding that outofstate defendants transmittal into new york of ceaseanddesist letter to new york plaintiff for purported trademark infringement was insufficient to create jurisdiction over defendant in a new york declaratory judgment action

assistant: The best answer is D. holding that contract signed in new york by promisor from florida and partially performed in florida was governed by new york law because it was executed in new york
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 amendment or waiver of any provision of this Agreement nor consent to any departure by the Borrower herefrom shall in any event be effective unless the same shall be in writing, executed by the Depositary Bank and the Collateral Agent, and otherwise in accordance with the Intercreditor Agreement. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specified purpose for which given.

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 case excerpt and choose the best holding from the options. Case excerpt: case; rather, we are bound by our prior case law requiring consideration of imputed income where a parent has become voluntarily unemployed. See Clinchfield Coal Co. v. Reed, 40 Va.App. 69, 73, 577 S.E.2d 538, 540 (2003) (“The decision of one panel [of our Court] 'becomes a predicate for application of the doctrine of stare decisis’ and cannot be overruled except by the Court of Appeals sitting en banc or by the Virginia Supreme Court.” (quoting Johnson v. Commonwealth, 252 Va. 425, 430, 478 S.E.2d 539, 541 (1996))). 3 . The rationale behind this principle is that a parent should not be permitted "to shift to his wife and children the consequences of his wrongdoing.” Layman, 25 Va.App. at 368, 488 S.E.2d at 659; see also Hammers v. Hammers, 216 Va. 30, 31, 216 S.E.2d 20, 21 (1975) (<HOLDING>). 4 . We recognize that in L.C.S., 19 Va.App. Options: A. holding that parents may not voluntarily terminate their rights in a child to avoid child support payments or contract away a child support obligation B. holding that in order to obtain a reduction in child support payments a parent must show that his lack of ability to pay is not due to his own voluntaiy act C. recognizing that fathers parental rights were terminated based upon his incarceration and his behavior while in prison his history of substance abuse and the fact that his child support payments are in arrears D. holding that where payments are made on past due support they must first be applied to current child support installments due then to accrued and outstanding interest on delinquent child support obligations and finally to the principal amount due on unpaid child support E. holding that husbands knowledge of his obligation of support and his subsequent election to enter employment that would substantially reduce his income and make it impossible to meet his obligations would not justify reduction in support

assistant: The best answer is B. holding that in order to obtain a reduction in child support payments a parent must show that his lack of ability to pay is not due to his own voluntaiy act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Upon the occurrence of an event set forth in Section 12.2 of the Plan, the number of RSUs subject to this Award Agreement shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower and each of its Subsidiaries is in compliance, with all laws, rules, regulations, orders and decrees which are applicable to the Borrower or such Subsidiary, or to any of their respective properties, which the failure to comply with could, individually or in the aggregate, have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Void for Vagueness €28 Bondurant next contends that section 16-8-107(8)(b), and relevant portions of see-tions 16-8-103.6 and 16-8-106, are unconstitutionally vague, both facially and as applied to him, because the statutory scheme fails to apprise defendants of what mental conditions trigger its application and to what extent they must cooperate in compulsory examinations to comply therewith,. We disagree on this issue of first impression. $29 "A statute that forbids or requires the doing of an act in terms so vague that persons of common intelligence must necessarily guess as to its meaning and differ as to its application violates due process protections afforded by the United States and Colorado Constitutions." Watso v. Colorado Dep't of Soc. Services, 841 P.2d 299, 309 (Colo.1992) (<HOLDING>). {$30 Because statutes generally "contain Options: A. holding that attorney disciplinary rule was unconstitutionally vague as applied B. holding that essentially equivalent is unconstitutionally vague C. holding factor b is not unconstitutionally vague D. holding that the incorporation of community standards by itself did not make the child online protection act unconstitutionally overbroad E. holding that certain statutory child protection standards governing administrative determinations were not unconstitutionally vague

assistant: The best answer is E. holding that certain statutory child protection standards governing administrative determinations were not unconstitutionally vague
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: real conflict, it must be disclosed. See McVoy v. Bd. of Adj. of Twp. of Montclair, 213 N.J.Super. 109, 113, 516 A.2d 634 (App.Div.1986) (stating that, “disclosure is necessary to be able to judge “whether a particular interest is sufficient to disqualify' or is too ‘remote and speculative’ ”); Marlboro Manor, Inc. v. Bd. of Comm’rs of Twp. of Montclair, 187 N.J.Super. 359, 362-63, 454 A.2d 905 (App.Div. 1982) (nullifying proceedings where two council members failed to disclose that they belonged to the church whose pastor appeared at a hearing to speak against the application for a liquor license). Thus, conflicts-of-interest issues are fact sensitive and depend upon the circumstances of the particular case. See Paruszewski v. Twp. of Elsinboro, 154 N.J. 45, 58-60, 711 A.2d 273 (1998) (<HOLDING>); Wyzykowski, supra, 132 N.J. at 526, 626 A.2d Options: A. holding that if an attorney is discharged without cause he is entitled to a charging lien for the reasonable value of his services rendered prior to the date of the substitution of counsel where 1 his representation was entirely competent and successful up until his discharge 2 any potential conflict of interest was disclosed and the plaintiff chose to continue to be represented by the attorney and 3 the discharge of the attorney occurred solely because of a fee dispute B. holding that to demonstrate that a conflict of interest violated his sixth amendment rights a defendant must establish that an actual conflict of interest adversely affected his lawyers performance C. holding that a conflict of interest independent of a claim of ineffective assistance of counsel constitute cause where the conflict caused the attorney to interfere with the petitioners right to pursue his 1 claim D. holding appearance of township attorney before zoning board did not create potential conflict where he advocated position not for his own private interest but for the publics interest E. holding that right to appeal claim of inef fective assistance of counsel alleging that counsel had disqualifying conflict of interest waived because record did not show that jordan would have pleaded not guilty but for alleged conflict of interest

assistant: The best answer is D. holding appearance of township attorney before zoning board did not create potential conflict where he advocated position not for his own private interest but for the publics interest