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 Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole with all such information, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and other forward looking information, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date.

assistant: Disclosures
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: we will process your personal information , the traffic data and the content of your communication ( s ) in accordance with our privacy policy : http://www.skype.com/go/privacy .

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: If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “ Mandatory Default Amount ”. The Mandatory Default Amount means 140% of the outstanding Principal Amount of this Note, will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 20% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 2.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

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: At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’s expenses shall be $3,000 in legal fees which shall be deducted from the Note when funded.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Fed. R. Cbim. P. 12(b)(1). Such motion may challenge “a defect in the indictment or information” if “the basis for the motion is then reasonably available and the motion can be determined without a trial on the merits.” Fed. R. Cbim. P. 12(b)(3)(B). Although a court’s supervisory powers provide it with the authority to dismiss an indictment, “dismissal is granted only in unusual circumstances.” United States v. Ballestas, 795 F.3d 138, 148 (D.C. Cir. 2015). 2. Extraterritorial Application • of § m(c) It is well-established that “Congress has the authority to enforce its laws beyond the territorial boundaries of the United States.’” EEOC v. Arabian Am. Oil Co., 499 U.S. 244, 248, 111 S.Ct. 1227, 113 L.Ed.2d 274 (1991) (internal quotation 2007 WL 2002452, at *13 (S.D. Fla. July. 5, 2007) (<HOLDING>). The defendants argue that the Supreme Court Options: A. holding that 924c applies extraterritorially where the underlying substantive criminal statutes apply extraterritorially B. holding that 924c applies extraterritorially because the predicate crime of violence violation of the torture act is one that may be prosecuted in a court of the united states C. holding that 924c applies extraterritorially in a bombing plot where the charges were predicated on 18 usc 844i which the court held to apply extraterritorially D. holding that 924c applies extraterritorially where the predicate acts include crimes on the high seas E. holding that 924c applies extraterritorially where the predicate crimes of violence relate to international terrorism and congress clearly and explicitly gave those statutes extraterritorial effect

assistant: The best answer is B. holding that 924c applies extraterritorially because the predicate crime of violence violation of the torture act is one that may be prosecuted in a court of the united states
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: Corp. v. West Virginia Human Rights Comm’n, 181 W.Va. 473, 383 S.E.2d 277 (1989). In K-Mart, 181 W.Va. at 477, 383 S.E.2d at 281, fn. 6, quoting Conaway, 178 W.Va. at 171, 358 S.E.2d at 430, we stated that the non-diseriminatory reason given in rebuttal “need not be one which the judge or jury would have acted upon” and “can be any other reason except that the [complainant] was a member of a protected class.” In order to overcome a showing of non-discriminatory reason, the complainant must demonstrate by a preponderate of evidence that the claimed non-diseriminatory reason was merely a pretext. Syl. Pt. 4, Conaivay. Pretext may be demonstrated by showing that the articulated reasons were implausible. Syl. Pt. 5, Barefoot v. Sundale Nursing Home, 193 W.Va. 475, 457 S.E.2d 152 (1995) (<HOLDING>). Even if we were to assume that a prima facie Options: A. holding that a posttrial motion is not required after a grant of a directed verdict B. holding that the trial court erred in granting the school boards posttrial motion for directed verdict because although the school board timely moved for a directed verdict during trial it did not serve its motion for directed verdict until the eleventh day after the verdict C. holding that after a nondiscriminatory justification for action is articulated a plaintiff need not show more than the articulated reasons were implausible and thus pretexual in order to defeat a motion for directed verdict D. holding a directed verdict motion stating specific grounds is a prerequisite for a subsequent motion for judgment notwithstanding the verdict E. holding that plaintiff need only point to sufficient evidence to support an inference that the employer did not act for its proffered nondiscriminatory reasons

assistant: The best answer is C. holding that after a nondiscriminatory justification for action is articulated a plaintiff need not show more than the articulated reasons were implausible and thus pretexual in order to defeat a motion for directed verdict
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 the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except with respect to possible expirations of existing granted patents. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

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 legal provision and list the applicable contract clause categories. Provision: No Lincoln Party shall enter into any transaction or series of transactions with any Affiliate other than in the ordinary course of business of and pursuant to the reasonable requirements of such Lincoln Party’s business and upon fair and reasonable terms no less favorable to such Lincoln Party than would obtain in a comparable arm’s-length transaction with a person other than an Affiliate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the last sentence of this Section 2.2, the issuance, sale and purchase of the Common Stock shall take place at a closing (the “Closing”) to be held at the offices of Cooley LLP, 1114 Avenue of the Americas, New York, New York (except that the Closing may be conducted as a “virtual closing”, with the parties providing signature pages to each other electronically or via facsimile), at 10:00 A.M., local time, on the Closing Date. On the first Business Day after the conditions set forth in Sections 4.1 and 5.1 (other than those to be satisfied on the Closing Date, which shall be satisfied or waived on such date) have been satisfied or waived by the party entitled to waive such conditions or such later date and time as the parties may agree in writing (the “Closing Date”), the Purchaser shall (a)(i) deliver to the Company by wire transfer in immediately available funds to an account or accounts designated in writing by the Company to the Purchaser on the Closing Date, funds in an amount equal to the Purchase Price (which funds will be used by the Company in accordance with Section 2.3), (ii) make or cause to be made the deliveries applicable to the Purchaser set forth in Section 5.1 and (b) the Company shall (i) issue and deliver to the Purchaser all of the shares of the Common Stock, , registered as directed in writing by the Purchaser and (ii) make or cause to be made the deliveries set forth in Section 4.1. In no event shall the Company, by reason of this Section 2.3, any of the other terms of this Agreement or otherwise, be obligated to deliver to the Purchaser any shares of Common Stock unless and until the Company has received payment from the Purchaser of the full amount of the Purchase Price.

assistant: Closings
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: Insure and keep insured all of its property of an insurable value under all risk policies in an amount reasonably acceptable to the Lender and carry such other property insurance as is usually carried by persons engaged in the same or similar business (and as required by the Security Agreement) all such insurance to name the Lender as loss payee and additional insured and from time to time furnish to Lender upon request appropriate evidence of the carrying of such insurance.

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: For all services rendered to SDSP, Employee shall be paid a salary at an annual rate of $124,000 per year, to be established from time to time by the Chief Executive Officer (the "Base Salary"). SDSP may modify the Base Salary at any time. The Base Salary shall be paid in periodic installments in accordance with SDSP's regular payroll practices. The Base Salary shall be subject to tax and other deductions and withholdings as required by law.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: immediate vesting of such rights in the donee.”). Until the donor has absolutely and irrevocably divested herself of the title, dominion, and control of the subject of the gift, she has the power to revoke the gift. Edwards, 38 S.W.3d at 197; see also Troxel, 201 S.W.3d at 296 (“All dominion and control over the property must be released by the owner.”). The donee does not have ownership of the subject of the gift until complete ownership has been transferred from the donor to the donee. Edwards, 38 S.W.3d at 197. An inter vivos gift must be absolute and not open for future reconsideration. Soto v. First Gibraltar Bank, FSB San Antonio, 868 S.W.2d 400, 403 (Tex.App.-San Antonio 1993, writ ref d); see also Dorman v. Arnold, 932 S.W.2d 225, 228 (Tex.App.-Texarkana 1996, no writ) (<HOLDING>); Woodworth v. Cortez, 660 S.W.2d 561, 564 Options: A. holding that the doctrine of ademption seeks to give effect to a testators probable intent by presuming he intended to extinguish a specific gift of property when he disposed of that property prior to his death B. holding that appellant did not show that his voluntary waiver of a statutory right to appeal was contrary to congressional intent C. holding that the defendant did not establish good faith as a matter of law D. holding that as matter of law plaintiff did not show present donative intent because donor intended for property to remain his until his death E. holding that the defendant did not invoke his right to counsel because his statement i wanna call my lawyer when read in context did not represent a request to terminate the interrogation until his counsel was present

assistant: The best answer is D. holding that as matter of law plaintiff did not show present donative intent because donor intended for property to remain his until his death
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to lawful possession of the property. The court shall receive evidence on any issue of fact necessary to the decision of the motion. If the motion is granted, the property shall be returned to the movant, although reasonable conditions may be imposed to protect access and use of the propert ware of the fact that he or she has been deprived of valuable property before twenty years have passed. We hold that the government has met its burden as to the first prong of laches because of Wilson’s inexcusable delay. The government has also shown that prejudice clearly resulted from Wilson’s delay in bringing the Rule 41(e) proceeding: the record of the underlying criminal proceeding has been lost, hindering the government’s ability to defend against the Rule 41(e) proceeding. Cf. id. at 1219 (<HOLDING>). We conclude that laches bars Wilson’s Rule Options: A. holding that district court did not abuse its discretion in denying a motion to strike when movant failed to show prejudice B. holding that dismissal of indictment was abuse of discretion when delay attributable to the government was twelve months C. holding that the district court did not abuse its discretion in dismissing a complaint with prejudice based on the plaintiffs failure to amend the complaint by the deadline imposed by the court D. holding that district court did not abuse its discretion in declining to extend time for service of process under rule 4m E. holding that the district court did not abuse its discretion in declining to apply laches where the only prejudice shown by the government was attributable to its own delay rather than to that of the movant

assistant: The best answer is E. holding that the district court did not abuse its discretion in declining to apply laches where the only prejudice shown by the government was attributable to its own delay rather than to that of the movant
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 Parent shall provide to the Administrative Agent promptly after the commencement thereof, notice of all actions, suits, and proceedings before any Governmental Authority, affecting the Parent, the Borrower or any other Subsidiary that could reasonably be expected to result in a Material Adverse Change.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Immediately after the consummation of any Transaction, (i) the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, is not less than their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Loan Parties, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you will not use our copyrights or trademarks or any confusingly similar marks , except as expressly permitted by our brand usage guidelines or with our prior written permission .

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: If the Grantee terminates Active Employment prior to the date on which the RSUs become vested pursuant to Section 2 or Section 7, all rights of the Grantee to the RSUs that have not vested in accordance with Section 2 or Section 7 as of the date of termination shall terminate immediately and be forfeited in their entirety.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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: Each Loan Party will, and will cause each Subsidiary to, (i) comply with all Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

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: only applies to a prisoner who is serving “a term of imprisonment” and contains two significant limits. First, the prisoner’s trial must be commenced, subject to some tolling principles, in the receiving state within 120 days of his or her arrival in the receiving state. Tenn. Code Ann. § 40-31-101, art. IV(c). Second, the prisoner’s trial must be conducted in the receiving state before the prisoner is returned to the “original place of imprisonment.” TenmCode Ann. § 40-31-101, art. IV(e). If the trial is not commenced within 120 days of the prisoner’s arrival or if the prisoner is returned or “shuttled” back to the original place of imprisonment before trial, the trial court is required to dismiss the charges with prejudice. Id. Whether Defendant is entitled to relief under App.1995) (<HOLDING>); State v. Black, 989 N.E.2d 151, 156 (Ohio Options: A. holding that the title of the statute did not limit the reach of the statute B. holding that the language of the statute and the courts duty to apply the statute as written requires the court to interpret the statute to apply when the prisoner is sentenced without regard to the institution where the prisoner is incarcerated after the sentencing C. holding the iad was not applicable to a prisoner who had been sentenced but was incarcerated in a local jail or holding facility while awaiting transfer to the assigned penal institution D. holding that when a statute is patterned after a similar provision in another states statute it is proper to resort to judicial constructions placed on the statute by the courts of the state whose statute provided the model in determining the proper construction E. holding that a pro se prisoner complaint is deemed filed as of the date the prisoner gives the complaint to prison officials to be forwarded to the court

assistant: The best answer is B. holding that the language of the statute and the courts duty to apply the statute as written requires the court to interpret the statute to apply when the prisoner is sentenced without regard to the institution where the prisoner is incarcerated after the sentencing
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 Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, the parties shall use their best efforts to agree upon the terms of a provision as similar to such illegal, invalid or unenforceable provision as may be legally possible, valid and enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, each Issuer and each Lender, regardless of any investigation made by the Administrative Agent, any Issuer or any Lender or on their behalf and notwithstanding that the Administrative Agent, any Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Obligations under Secured Hedge Agreements and Cash Management Obligations).

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: Assignment; Successors . This letter agreement shall be binding upon the Company and its affiliates and their respective successors and assigns and will be interpreted, enforced and governed under the laws of the State of Texas in the United States and without regard to any applicable jurisdiction’s choice of law provisions. The Company may cause any of its applicable affiliates or successors to assume all or any of the Company’s obligations hereunder and, in such event, where the context requires, all references to the Company herein shall be deemed to refer to such affiliate or successor, as applicable. This letter agreement may not be assigned by you, without the prior written consent of the Company, other than by will or the laws of descent and distribution.

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: Rent-a-Car is not a proper defendant to this case.” (Garnishee Defs.’ Resp. PL’s Verified Mot. Remand, Ex. J at 1.) In response, Mr. Johnson’s lawyer wrote on January 25, 2001: “I concur that my theories of possible negligence against Enterprise have not developed. Thus, regarding the underlying tort action it does not appear that Enterprise was negligent or that Wilson was your agent.” (Id., Ex. L at 1.) What remained was a dispute between Mr. Johnson and Enterprise with respect to whether Enterprise could have some secondary liability rather than some independent liability to Mr. Johnson. Under Indiana law, Mr. Johnson could not bring a direct action against Enterprise as a part of the underlying negligence action. See Rausch v. Reinhold, 716 N.E.2d 993, 1002 (Ind.Ct.App.1999) (<HOLDING>); Araiza v. Chrysler Ins. Co., 703 N.E.2d 661, Options: A. holding that an injured third party does not have the right to bring a direct action against a tortfeasors liability insurer B. holding that an insurer which insures a tortfeasor under a liability policy has no obligation of good faith and fair dealing to an injured third party even where the injured third party also carries a separate policy with the insurer C. holding that there can be no common liability upon which to base a contribution claim between a third party and an injured partys employer because the exclusive remedy provision means that the employers liability is not based on negligence so that application of the common liability rule deprives a third party of the opportunity to secure contribution from the injured partys employer D. holding that there is an actual controversy between an insurer and the party injured by the insured E. holding that an injured party in an underlying tort action was not a necessary party in an action by an insurer for declaratory judgment of nonliability where the injured person had not obtained judgment against the insured

assistant: The best answer is A. holding that an injured third party does not have the right to bring a direct action against a tortfeasors liability insurer
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: normally may exercise as to relevancy, repetitiveness, and the like. Id. at 714 (emphasis added). The rationale enunciated by the court in Gray for permitting a witness to invoke his Fifth Amendment privilege in the jury’s presence was concern that prohibiting an in-court invocation would unfairly prejudice the defendant in the presentation of his defense. Id. at 716. In circumstances where the defense argues that the witness who seeks to invoke the Fifth Amendment is the singularly culpable person and the defendant fails to question the alleged culpable person about the crime in the jury’s presence, the court reasoned in Gray that the jury may wrongly infer that the defendant’s defense is frivolous or insincere. Id. at 714; see also U.S. v. Deutsch, 987 F.2d 878, 884 (2nd Cir.1993) (<HOLDING>) (emphasis supplied); U.S. v. Vandetti, 623 Options: A. holding that trial court may draw adverse inference from habeas petitioners silence as result of fifth amendment invocation during deposition B. recognizing danger of unfair prejudice resulting from fifth amendment invocation injurys presence is not so great when the defense rather than the government seeks to draw inferences from a witnesss silence C. recognizing that police officers can draw inferences from prior experience D. holding that juveniles request for parent is invocation of fifth amendment rights E. recognizing that exercise of trial courts decision regarding witness invocation of fifth amendment in jurys presence requires consideration of defendant being entitled to have his defense fully presented to the jury

assistant: The best answer is B. recognizing danger of unfair prejudice resulting from fifth amendment invocation injurys presence is not so great when the defense rather than the government seeks to draw inferences from a witnesss silence
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 either CNHi America or CNHi Capital shall materially violate any covenant or agreement contained herein or in any other agreement between the parties and such violation remains uncured for 30 days following Notice by the other party, with a demand to cure the noted violation.

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 legal provision and list the applicable contract clause categories. Provision: It is further understood and agreed that waiver by Landlord of any default or breach of any covenant, condition or agreement herein shall not be construed to be a waiver of that covenant, condition or agreement or of any subsequent breach thereof. The acceptance of rent by Landlord with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No delay or omission of Landlord to exercise any right or power arising from any default on part of Tenant shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence thereto.

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: Read the legal provision and list the applicable contract clause categories. Provision: All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 7.2 .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CURIAM. Savino Braxton appeals the district court’s order denying his motion to amend his motion for habeas corpus relief under 28 U.S.C.A. § 2255 (West Supp. 2000). We have reviewed the record and the district court’s opinion and find no abuse of discretion. Moreover, Braxton’s motion to amend is tantamount to a successive § 2255 motion, for which Braxton must obtain authorization from this court to file. See United States v. Rich, 141 F.3d 550, 551-53 (5th Cir.1998) (<HOLDING>), cert. denied, 526 U.S. 1011, 119 S.Ct. 1156, Options: A. holding that a certificate of appealability is unnecessary where a district court dismisses a rule 60b motion as an unauthorized successive habeas motion B. holding that motion filed under fedrcivp 60b properly construed as successive 2255 motion C. holding without extended discussion that even if the district court should have construed the petitioners motion under 18 usc 3582c2 as a rule 60b motion the court would nonetheless have had to recharacterize the rule 60b motion as an sshp D. holding premagwood that where a first 2255 motion was granted so movant could file a direct appeal the second 2255 motion was not a successive motion under aedpa E. holding that motion for reconsideration would be construed not as a rule 60b motion but rather as an unauthorized successive motion under 2255 which the district court may have been without jurisdiction to consider

assistant: The best answer is B. holding that motion filed under fedrcivp 60b properly construed as successive 2255 motion
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: Each Participant whose Termination Date has occurred and who is eligible to receive a distribution hereunder shall be given a notice of the Participant’s right, if any to defer receipt of the distribution and a description of the consequences of failing to defer receipt, and a notice of the Participant’s right, if any, described in subsection 11.9 (relating to eligible rollover distributions), and a general description of the optional forms of payment, if any, available to the Participant under the Plan. Such notice shall be provided not less than thirty (30) calendar days nor more than 180 calendar days before the date distribution commences. Notwithstanding the foregoing, a distribution may be made less than thirty (30) calendar days after the notice required by this subsection 11.13 is provided to the Participant if the Participant (i) has been informed of the Participant’s right to consider the Participant’s decision for at least thirty (30) calendar days, and (ii) after receiving the notice, affirmatively elects a distribution; provided, however, that in the case of a Participant who has elected to receive a distribution in the form described in paragraph 11.2(c) (relating to annuity contracts), a Participant shall be permitted to revoke the Participant’s distribution election at any time prior to the Participant’s Annuity Starting Date (within the meaning of Code Section 417(e) and regulations thereunder) or, if later, prior to the expiration of the seven (7)- calendar day period beginning on the day after the notice is provided to the Participant, and no distribution with respect to such Participant shall commence before the expiration of such seven (7)-calendar day period. To the extent applicable, the provisions of this subsection 11.13 shall also apply to a withdrawal described in Section 10.

assistant: Consents
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's grant of summary judgment was erroneous. However, we must carefully assess the trial court's decision to ensure the non-movant was not improperly denied his day in court. Id. at 458 (citations omitted). We resolve all facts and reasonable inferences therefrom in favor of the nonmoving party. Merchants Nat'l Bank v. Simwrell's Sports Bar & Grill, Inc., 741 N.E.2d 383 (Ind.Ct.App.2000). Following the trend of several other states, Indiana has reexamined the rights and duties governing the landlord-tenant relationship. Specifically, Indiana courts have progressively replaced the common-law doctrine of caveat lessee with the adoption of an implied warranty of habitability in the context of residential leases. See Breezewood Mgmt. Co. v. Maltbie, 411 N.E.2d 670 (Ind.Ct.App.1980) (<HOLDING>); Barnes v. Mac Brown and Co., Inc., 264 Ind. Options: A. recognizing that the burden is on the landlord in a lease dispute to establish that the lease contract had been breached and that such breach entitled the landlord to the possession of the property in question B. holding that federally funded housing project incurred duty when it erected fence on property bordering creek duty was breached when housing project allowed fence to fall into disrepair C. holding housing statutes create no rights in tenants for purposes of section 1983 D. holding that a landlord may have a duty to exercise reasonable care for the safety of its tenants in common areas E. holding that the tenants had a reasonable expectation that their housing would conform to the minimum housing code in effect and when it did not conform the landlord breached an implied warranty of habitability

assistant: The best answer is E. holding that the tenants had a reasonable expectation that their housing would conform to the minimum housing code in effect and when it did not conform the landlord breached an implied warranty of habitability
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 notices and other communications hereunder shall be in writing and given by certified or registered mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, or electronic mail or personal delivery against receipt to the party to whom it is given, in each case, at such party’s address or electronic mail address set forth below or such other address or electronic mail address as such party may hereafter specify by notice to the other parties given in accordance herewith. Any such notice or other communication shall be deemed to have been given as of the date so personally delivered or transmitted by electronic mail, on the next Business Day when sent by overnight delivery services or five days after the date so mailed if by certified or registered mail.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 978, 985 (9th Cir.2005) (<HOLDING>). First, contrary to Barnes’s assertion, the Options: A. recognizing that appellate court reviews questions of law de novo B. holding that the court reviews an administrators decision de novo when substantial procedural errors cause the beneficiary substantive harm C. holding that statutory construction is a question of law which this court reviews de novo D. holding appellate court reviews legal conclusions de novo E. holding that in the context of an arbitrability determination the court reviews the contract de novo

assistant: The best answer is B. holding that the court reviews an administrators decision de novo when substantial procedural errors cause the beneficiary substantive harm