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

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the integrity and order of its territory and the welfare of its members ...” Felix S. Cohen’s Handbook of Federal Indian Law ("Federal Indian Law ”), Ch. 4, § C5 at 252 (1982). 2 . The Bill of Rights is not applicable to Indian tribes. "Indian tribes are not states of the union within the meaning of the Constitution, and the constitutional limitations on states do not apply to tribes.” Federal Indian Law, Ch. 12, § E2 at 664-65; Santa Clara Pueblo v. Martinez, 436 U.S. at 56, 98 S.Ct. at 1675-76 ("As separate sovereigns pre-existing the Constitution, tribes have historically been regarded as unconstrained by those constitutional provisions framed specifically as limitations on federal or state authority.”); Talton v. Mayes, 163 U.S. 376, 384, 16 S.Ct. 986, 989, 41 L.Ed. 196 (1896) (<HOLDING>). 3 . The ICRA has been held to apply for the Options: A. holding that the fifth amendment did not apply to tribal government B. holding that federal courts do not have jurisdiction to interpret a tribal constitution or tribal laws C. holding that the statement ill take the fifth was an assertion of the fifth amendment privilege D. holding the fourteenth amendment does not apply to the actions of the federal government E. holding that tribal courts are not subject to the fifth amendments requirement of indictment by grand jury

assistant: The best answer is A. holding that the fifth amendment did not apply to tribal government
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: sexually assaulted KI. and then later, in a series of telephone calls from the jail, he asked or encouraged K.I. to lie about this matter and say that no sexual assault had occurred. During her testimony at the witness tampering trial, K.I. repeatedly asserted that Douglas had, in fact, sexually assaulted her. For these reasons, neither of the arguments raised in Douglas's brief has any merit. The real problem with this evidence, as Judge Thompson noted at the pre-trial hearing of June 14th, is that evidence of a criminal conviction is inadmissible hearsay under Alaska law if it is offered to prove that the defendant actually engaged in the conduct that would justify that conviction. See Spenard Action Committee v. Lot 3, Block 1, Evergreen Subdivision, 902 P.2d 766, 780 (Alaska 1995) (<HOLDING>); F.T. v. State, 862 P.2d 857, 863-64 (Alaska Options: A. holding that the alaska rules of evidence articulate a policy against admitting criminal judgments as evidence of the underlying conduct B. holding that the rules of evidence normally applicable in criminal trials do not operate with full force at hearings before the judge to determine the admissibility of evidence there is therefore much to be said for the proposition that in proceedings where the judge himself is considering the admissibility of evidence the exclusionary rules aside from rules of privilege should not be applicable and the judge should receive the evidence and give it such weight as his judgment and experience counsel C. holding that the burden is upon the state under the applicable federal rules of evidence D. holding that the prohibition against use of evidence of a defendants prior criminal conduct to infer bad character and action in conformity therewith on the occasion in question does not mandate exclusion of all evidence regardless of how otherwise legally probative containing any reference to past criminal conduct E. holding that a violation of the rules of professional conduct may not be used as evidence and citing terry cove north for the proposition that the sole remedy for a violation of the rules of professional conduct was the imposition of disciplinary measures

assistant: The best answer is A. holding that the alaska rules of evidence articulate a policy against admitting criminal judgments as evidence of the underlying conduct
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: the disqualifying factors exists under section 3—9008 involves the exercise of the court’s discretion. McNulty, 60 Ill. App. 3d at 704. The authority of a special State’s Attorney is strictly limited to the special matter for which he was appointed. Lavin v. Board of Commissioners, 245 Ill. 496, 501-02 (1910). It is proper for a court to disqualify a special State’s Attorney as “unable to attend” to his duties when he is unwilling to represent the interests of the county board. See People ex rel. Narczewski v. Bureau County Merit Comm’n, 154 Ill. App. 3d 732, 737 (1987) (stating that court could appoint a special State’s Attorney when State’s Attorney was unwilling to represent the interests of the commission); Suburban Cook County Regional Office of Education, 282 Ill. App. 3d at 575 (<HOLDING>). Respondent was appointed in this case to Options: A. holding that application of section 39008 is proper when states attorney is unwilling to support the position of a public body B. holding that an attorney is a fiduciary under section 523a4 C. holding that a states governor and attorney general were not proper defendants when they had no power to enforce the challenged statute D. holding that the proper review for the trial courts application of the law is de novo E. holding that hearing is appropriate when application contains assertions of fact that a petitioner is in a position to establish by competent evidence

assistant: The best answer is A. holding that application of section 39008 is proper when states attorney is unwilling to support the position of a public body
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 Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or other electronic imaging shall have the same force and effect as manual signatures delivered in person.

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: This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Separation Agreement. In other words, Employee may revoke Employee’s acceptance of this Separation Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing and received by Michael Rumbolz, Chief Executive Officer, mrumbolz@everi.com , 7250 South Tenaya Way, Suite 100, Las Vegas, Nevada 89113 on or before the seventh day in order to be effective. If Employee does not revoke acceptance within the seven (7) day period, Employee’s acceptance of this Separation Agreement shall become binding and enforceable on the eighth day (“Effective Date”). The Severance Package will become due and payable in accordance with paragraph 1 above after the Effective Date, provided Employee does not revoke.

assistant: Effective Dates
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 shall be construed in accordance with and governed by the laws of the State of South Carolina, except that the provisions for the creation, perfection and enfrorcement of the lien(s) and security interest(s) created under the Loan Documents shall be governed by the jurisdiction in which the Collateral is located, and the Loan Documents shall bind each Borrowers’ heirs, personal representatives, successors and assigns and inure to the benefit of Bank’s successors and assigns.

assistant: Applicable 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: Notwithstanding anything to the contrary contained therein, (i) at any time following the occurrence of and during the continuance of an Event of Default and/or (ii) if Manager is in default of any material provision under the Management Agreement beyond any applicable notice and cure period or if at any time Manager has engaged in gross negligence, fraud or willful misconduct, MetLife shall have the right upon prior written notice to remove and/or replace Manager with a new property manager for the Property with a Person (as defined in the Loan Agreement) reasonably approved by MetLife. Further, in the event of the judicial or non-judicial foreclosure of the Property or deed in lieu thereof, at the election of MetLife or the acquiring foreclosure purchaser, the Management Agreement shall either (i) terminate as of the date of such foreclosure and be of no further force or effect, or (ii) shall not be terminated and Manager shall attorn to the acquiring foreclosure purchaser pursuant to an attornment agreement reasonably acceptable to such purchaser.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of personal property situated in New York. For the foregoing reasons, plaintiffs ex ■parte application for a writ of attachment and motion for entry (Dkt.3) are DENIED. It is so ORDERED. 1 . See, e.g., Federal Deposit Ins. Corp. v. Rodenberg, 622 F.Supp. 286, 288 (D.Md.1985) (rejecting plaintiff's argument that a federal court sitting in Maryland may "apply Maryland’s attachment procedures extraterritorially to accomplish the objectives of Rule 64”; interpreting Maryland's attachment statute as authorizing attachment only within the territorial limits of the state); Saltzman v. Indemnity Ins. Co., 274 N.Y.S. 806, 807 (Sup.Ct.1934) (German resident "had no property on which a levy could be made within this jurisdiction”); Stricklin v. Hodgen, 172 S.C. 37, 172 S.E. 770, 772 (1934) (<HOLDING>); see also, e.g., Allstate Sales and Leasing Options: A. holding that funds of the defendant which the attachment sought to reach had been forwarded by telegraphic transmission beyond the limits of this state to a point in florida before the attempted execution of the attachment warrant vacating attachment B. holding that it is a violation of the fourth amendment for police to bring members of the media or other third parties into a home during the execution of a warrant when the presence of third parties in the home was not in aid of the execution of the warrant C. holding valid conditions for execution of the warrant which are constitutionally satisfactory stated in the affidavit that solicits the warrant and accepted by the issuing magistrate D. holding that a release of such claims or other matters arising from the beginning of time to the date of execution of this agreement did not protect the defendant from liability arising from unconstitutional conduct that occurred after the agreements execution E. holding defendant had requisite contacts under section 481932 florida statutes where it solicited consulting and other services from a florida corporation in which a substantial amount of the services sought by defendant were performed in florida

assistant: The best answer is A. holding that funds of the defendant which the attachment sought to reach had been forwarded by telegraphic transmission beyond the limits of this state to a point in florida before the attempted execution of the attachment warrant vacating attachment
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: HRS § 386-88 supersedes HRS § 91-14 and removes the circuit court from the appellate process with regard to the proceedings brought under HRS ch. 386”. Id. In DeVictoria v. H & K Contractors, 56 Haw. 552, 545 P.2d 692 (1976), the supreme court confirmed HRS § 91-14(b) provides that “proceedings for review shall be instituted in the circuit court ... except where a statute provides for a direct appeal to the supreme court." DeVictoria, 56 Haw. at 556 n. 3, 545 P.2d at 697, n. 3 (emphasis added). Therefore, under Ras and DeVictoria, HRS chapter 91 applies except with respect to the circuit court provision. Thus, HRS § 91-14 concerning the standard of review on appeal governs in the present case. See Ostrowski v. Wasa Elec. Servs., Inc., 87 Hawai'i 492, 495, 960 P.2d 162, 165 (App.1998) (<HOLDING>); Williams v. Kleenco, 2 Haw.App. 219, 219, 629 Options: A. holding that an appellate court can review a district courts decision to remand when that decision rests upon a ground not authorized by statute B. holding that appellate review in a first amendment case of a lower courts finding concerning the motivation behind a decision to terminate a faculty member is governed by the clearly erroneous standard C. holding that the standard of review for the denial of rule 11 sanctions is governed by the law of the regional circuit D. holding that appellate review of the boards decision is governed by hrs 9114 E. holding that the standard of review for the denial of a motion for reconsideration is governed by the law of the regional circuit

assistant: The best answer is D. holding that appellate review of the boards decision is governed by hrs 9114
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: home. See United States v. Archibald, 589 F.3d 289, 297 (6th Cir.2009) (adopting position of several courts that a sweep incident to an arrest made outside the home requires officers to have reasonable suspicion that there is a dangerous individual in the house); United States v. Henry, 48 F.3d 1282, 1284 (D.C.Cir.1995) (requiring reasonable suspicion of the presence of a dangerous individual to justify a sweep incident to an arrest made outside of front door); United States v. Oguns, 921 F.2d 442, 446 (2d Cir.1990) (adopting Buie’s reasonable suspicion test for evaluating security sweeps incident to arrests made outside of the home); see also United States v. Kimmons, 965 F.2d 1001, 1009-10 (11th Cir.1992) vacated on other grounds, 508 U.S. 902, 113 S.Ct. 2326, 124 L.Ed.2d 239 (1993) (<HOLDING>). But the officer’s protective sweep in this Options: A. holding a protective sweep unconstitutional where officers had no information that any other persons were in the apartment B. holding that protective sweep was permitted of adjacent room of apartment where apartment consisted of two small rooms C. holding that officers protective sweep through basement subsequent to arrest on drug charges could not be justified on the sole ground that the subject of drugs is a dangerous one especially for those who are on the law enforcement side D. holding that the officers were justified in conducting a protective sweep incident to the defendants arrest on outstanding warrants because the officers had information that the defendant was suspected of running a methamphetamine operation on the premises other people were living there and assisting the defendant and at the time the sweep began the defendant had not yet been located E. holding that protective sweep was justified incident to arrest outside residence where officers had reasonable suspicion that dangerous individuals were in apartment

assistant: The best answer is E. holding that protective sweep was justified incident to arrest outside residence where officers had reasonable suspicion that dangerous individuals were in apartment
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: treating Hughey for back pain for a decade, said that the annular tear was a new injury, and he did not testify as to a specific cause for the annular tear. “ ‘It is a well established principle that evidence presented by a [workers’] compensation claimant must be more than evidence of mere possibilities that would only serve to “guess” the employer into liability.’ ” Ex parte Southern Energy Homes, Inc., 873 So.2d 1116, 1122 (Ala.2003) (quoting Hammons v. Roses Stores, Inc., 547 So.2d 883, 885 (Ala.Civ.App.1989)). Additionally, the appellate courts have often repeated that evidence that serves only to guess an employer into liability is not substantial evidence sufficient to support a compensability determination. Wal-Mart Stores, Inc. v. Orr, 29 So.3d 210, 220 (Ala.Civ.App. 2009) (<HOLDING>); see also SouthernCare, Inc. v. Cowart, 146 Options: A. holding that evidence of specific competitive injury establishes irreparable injury warranting injunctive relief B. holding that noncompetitors injury was an antitrust injury as it was inextricably intertwined with the injury the conspirators sought to inflict C. holding that evidence demonstrating a mere possibility that plaintiffs lefthip injury was the natural consequence of her leftknee injury did not constitute substantial evidence to support judgment against employer D. holding that the mere failure to investigate does not constitute suppression of the evidence E. holding that injury to broker through loss of commission was not antitrust injury

assistant: The best answer is C. holding that evidence demonstrating a mere possibility that plaintiffs lefthip injury was the natural consequence of her leftknee injury did not constitute substantial evidence to support judgment against employer
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 to provide the court with authority to extend support beyond the child’s eighteenth birthday if there are physical or mental disabilities of the child or upon a showing of other exceptional circumstances. In light of the above statute, it would appear at first blush that the now appealed from family court order erred in requiring Mother to pay the full amount of support as noted in the Original Support Order until Daughter was almost twenty years of age. However, where one of multiple children reaches majority, a parent’s child support obligation will not be affected absent a family court order modifying the amount of support owed. Bull v. Smith, 299 S.C. 123, 126, 382 S.E.2d 905, 907 (1989). See also Stroman v. Williams, 291 S.C. 376, 380, 353 S.E.2d 704, 706 (Ct.App.1987) (<HOLDING>). Where one of multiple children becomes Options: A. holding that an agreement between a mother and father to waive payment of child support and arrearages in exchange for fathers consent to the adoption of the minor children by the mothers husband was invalid because it violated public policy B. holding that the order on the wifes petition for modification of child support was a final order because it disposed of all the issues except for the ancillary issue of attorneys fees C. holding that where a support order provides for payments for the benefit of two or more children the marriage or emancipation of one minor child does not automatically affect the liability of the father for the full sum prescribed in the order D. holding that the uccja applied to a california child custody order granting temporary custody of two children to their father E. holding in nonenforcement modification suit that court of continuing jurisdiction may order one parent to pay the reasonable attorneys fees of the other parent as additional child support if the fees are necessaries for the benefit of the children

assistant: The best answer is C. holding that where a support order provides for payments for the benefit of two or more children the marriage or emancipation of one minor child does not automatically affect the liability of the father for the full sum prescribed in the order
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: directly against a third-party tortfeasor. The trial court granted Appellees’ preliminary objections. Based on the Superior Court’s decision in Reliance Insurance Company v. Richmond Machine Company, 309 Pa.Super. 430, 455 A.2d 686 (1983), the trial court explained that only the injured employee has the right of action against a third-party tortfeasor and not the employer/insurer. Emphasizing that the cause of action against the third-party tortfeasor exists for one indivisible wrong, the trial court held that the employer’s/insurer’s right of subrogation under Section 319 of the WCA must be achieved through an action brought in the name of or joined by the injured employee. Trial Court Opinion at 2 (citing Moltz v. Sherwood Bros., Inc., et al, 116 Pa.Super. 231, 176 A. 842, 843 (1935) (<HOLDING>)); Scalise v. F.M. Venzie & Co., et al., 301 Options: A. recognizing a breachofduty action by an employee against a workers compensation carrier even though the carrier issued its policy to the employer B. holding that insurance carrier for defendant contractor was real party in interest as to third party claim against stucco manufacturer when plaintiff homeowners assigned their right to sue for defects in their house to insurance carrier C. holding that section 319s mandate that the employer is subrogated to the extent of compensation payable does not mean that the sole right to recover from the tortfeasor is in the employer rather the right of action against the tortfeasor remains in the injured employee and suit is to be commenced in his name D. holding that the right of the employerinsurer to subrogation against a tortfeasor must be achieved through a single action brought in the name of the injured employee either by joining the employer or insurance carrier as a party plaintiff or as a use plaintiff E. holding that carrier was entitled to intervene as of right where the states workers compensation law permitted subrogation of a compensation carrier

assistant: The best answer is D. holding that the right of the employerinsurer to subrogation against a tortfeasor must be achieved through a single action brought in the name of the injured employee either by joining the employer or insurance carrier as a party plaintiff or as a use plaintiff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, and by the respective Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Agreement.

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 Company may terminate this Agreement at any time by written notice to the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company (which proceeding is not dismissed within 90 days thereafter), a Custodian is appointed for the Company for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided , however , that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement for a period of twenty four (24) months.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, violate any Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC (the “ 10-K ”). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Provided that all consents, approvals, authorizations and other actions described in Section 4.03 have been obtained or taken, except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by Seller, and the consummation by Seller of the transactions contemplated by this Agreement do not and will not (a) violate or conflict with the organizational documents of Seller or the Company, (b) violate or conflict with any Law or other Governmental Order applicable to Seller or the Company or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, or result in the creation of any Lien (other than a Permitted Lien) on any of the assets or properties of Seller or the Company pursuant to, any Material Contract, other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material impairment or delay of the ability of any of Seller or the Seller Parties to perform their material obligations under this Agreement, including consummation of the transactions contemplated hereby.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the Reorganization Agreement and the agreements contemplated thereby, embody the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter contained herein. In the event of a conflict between the terms of this Agreement and the terms of the Reorganization Agreement, the terms of the Reorganization Agreement shall control.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: ... debtor ... for services or for costs and expenses ... in connection with the case.... ” 6 . Zell is the son of Carley Zell, a major, if not the majority, shareholder of the debtor corporation. 7 . Supra., p. 1004. 8 . See Brief of B.E. Bledsoe, p. 2, n. 2, May 15, 1996. 9 . Section 503(b)(1)(A) is certainly broader than merely wage claims. Instead, it is intended to insure that parties will be willing to deal with a trustee or debtor-in-possession. Granting priority status for certain costs and expenses incurred by a trustee or debtor-in-possession to preserve the estate insures that vendors and others will continue to do business with a trustee or debtor-in-possession. See generally Collier on Bankruptcy ¶ 503.04, p. 327-24 et. seq. (15th Edition); In re Colortex, 19 F.3d at 1383 (<HOLDING>). As such, it has been applied to grant Options: A. holding in a case where a chapter 11 trustee was appointed after a period during which the debt or had operated as debtor in possession that a chapter 11 trustee has two years from the date of his appointment not from the commencement of the chapter 11 case to bring avoidance actions B. holding that pursuant to 503b1 trade creditors may receive interest during chapter 11 proceedings C. holding that interest on postpetition taxes incurred by the debtor during chapter 11 reorganization is an administrative expense D. holding denial of motion to convert from chapter 11 to chapter 7 is interlocutory E. holding that a creditors failure to vote or to object to a chapter 11 plan constitutes acceptance of the plan

assistant: The best answer is B. holding that pursuant to 503b1 trade creditors may receive interest during chapter 11 proceedings
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: judgment on Plaintiffs claims brought under the alleged pre-1972 policies. B. The March 31,1972-1978 Policies 1. The burden of proof Although the March 31, 1972-1978 polices contain an exclusion for damages caused by the release or escape of toxic chemicals, Plaintiff argues that the underlying lawsuit falls within the exemption to this exclusion, which states that “this exclusion does not apply if such discharge, dispersal, release or escape is sudden and accidental.” (J.A. 378.) When a pollution exclusion contains a “sudden and accidental” exemption, lower Pennsylvania courts have held that the policyholder bears the burden of demonstrating that the exemption should apply, see, e.g., Lower Paxton Township, v. U.S. Fidelity and Guar. Co., 383 Pa.Super. 558, 557 A.2d 393, 399 (1989) (<HOLDING>). Furthermore, the Third Circuit—the circuit Options: A. holding the burden of proving that a conflict of interest rises to the level of ineffective assistance rests on the one asserting the conflict B. holding that burden of demonstrating coverage rests with the insured C. holding that the supreme court of pennsylvania is a state entity for purposes of the eleventh amendment D. holding that we are required to predict the position which the pennsylvania supreme court would take in resolving this dispute and in the absence of a clear statement by the pennsylvania supreme court to the contrary or other persuasive evidence of a change in pennsylvania law we are bound by the holdings of previous panels of this court E. holding that a supreme court of pennsylvania decision strongly suggests that the burden of proving a sudden and accidental exemption should apply rests with the policyholder

assistant: The best answer is E. holding that a supreme court of pennsylvania decision strongly suggests that the burden of proving a sudden and accidental exemption should apply rests with the policyholder
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: investigate work alibi witnesses. In addition to the courts order reflecting that an evidentiary hearing was granted, there were numerous witnesses presented during the evidentiary hearing who were extensively questioned on the issue of a possible work alibi defense and whether Overton’s counsel pursued the theory. The challenge to counsel’s failure to present evidence of harassment of Overton by the Monroe County Sheriffs Office was also properly summarily denied. The trial court was correct- in con voir dire, was insufficiently pled to the trial court. Overton advanced only conclusory arguments that because the jury was not sequestered and his motion to change venue was denied, counsel must have been ineffective during voir dire. See Bryant v. State, 901 So.2d 810, 821-22 (Fla.2005) (<HOLDING>). Claim X, asserting cumulative error, was Options: A. holding the defendants claim that he was denied the right to testify was appropriate for direct review when the record was adequately developed to permit full consideration of the defendants claim the pertinent facts were undisputed a pcr hearing was not necessary to resolve a factual dispute and would not aid in the application of the law and the defendants claim was presented not as an ineffective assistance of counsel claim but rather as an error committed by the trial court in excluding the defendants testimony which was not an appropriate basis for an ineffective assistance of counsel claim B. holding that the state courts determination that the petitioner could not show prejudice because he did not allege that the witness was available to testify was a reasonable application of federal law to the facts of the case C. holding that in order to state a claim for ineffective assistance of counsel based on the failure to call a witness to testify the claimant must allege 1 the identity of the potential witness 2 that the witness was available to testify at trial 3 the substance of the witnesss testimony and 4 an explanation of how the omission of the testimony prejudiced the case D. holding that a 3851 claim of ineffective assistance was legally insufficient where the motion did not allege the specific facts to which the witness would testify and how the lack of testimony prejudiced the case E. holding that the postconviction court erred in finding the ineffective assistance of counsel claim proeedurally barred because the courts opinion did not comment specifically on the ineffective counsel argument and the overall holding that the evidence was sufficient to support the jurys verdict could not be viewed as an adjudication on the merits of the ineffective assistance claim

assistant: The best answer is D. holding that a 3851 claim of ineffective assistance was legally insufficient where the motion did not allege the specific facts to which the witness would testify and how the lack of testimony prejudiced the case
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan made on the Closing Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of each Obligor, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of each Obligor will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) each Obligor will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or fall due and (d) the Obligors, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing 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 case excerpt and choose the best holding from the options. Case excerpt: imprisonment being the punishment for murder rendere nt to justify a determination of involuntariness or lack of knowledge. Frazier v. Cupp, 394 U.S. 731, 739, 89 S.Ct. 1420, 1425, 22 L.Ed.2d 684, 693 (1969); Galloway, supra, 133 N.J. at 653-57, 628 A.2d 735; State v. Miller, 76 N.J. 392, 402-05, 388 A.2d 218 (1978); State v. Lapointe, 237 Conn. 694, 678 A.2d 942, 960-61, cert. denied, — U.S. -, 117 S.Ct. 484, 136 L.Ed.2d 378 (1996); State v. Register, 476 S.E.2d 153, 158-59 (S.C.1996), cert. denied, — U.S. -, 117 S.Ct. 988, 136 L.Ed.2d 870 (1997). Moreover, a misrepresentation by police does not render a confession or waiver involuntary unless the misrepresentation actually induced the confession. People v. Benson, 52 Cal.3d 754, 276 Cal.Rptr. 827, 841-43, 802 P.2d 330, 344-45 (1990) (<HOLDING>). The statement by Detective Musiello is not Options: A. holding that comment by officer that case was not deatheligible did not render confession involuntary because comment did not cause defendant to confess B. holding a prosecutor may not comment on a defendants silence C. holding officers failure to obtain a written waiver from defendant did not render his oral waiver or subsequent confession involuntary D. holding that there was no abuse of discretion in denying mistrial based on a comment that the defendant was in prison where the comment provided the jury with little detail E. holding that comment by prosecutor in closing argument that defense counsel did not produce evidence of the defendants innocence was not a comment on the defendants failure to testify

assistant: The best answer is A. holding that comment by officer that case was not deatheligible did not render confession involuntary because comment did not cause defendant to confess
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: an erroneous legal standard. Instead, Hiedeman argues that “[t]he rationale for [abortion] statutes— the woman’s health and safety — applies with no less force where the woman rather than another person performs the abortion.” Thus, he argues that the U.S. District Court erred in determining that McCormack was likely to succeed on the merits. We disagree. a. History of Abortion Statutes. Historically, laws regulating abortion have sought to further the state’s interest in protecting the health and welfare of pregnant women, who alone bear the burden and risks of pregnancies. With this interest in mind, abortion statutes were first enacted to protect pregnant females from third parties providing dangerous abortions. See Roe v. Wade, 410 U.S. 113, 151, 93 S.Ct. 705, 35 L.Ed.2d 147 (1973) (<HOLDING>); Abele v. Markle, 342 F.Supp. 800, 806 Options: A. recognizing minnesotas interest in protecting the interests of the child B. recognizing that the purpose of abortion laws in the late 19th and early 20th centuries did focus on the states interest in protecting the womans health rather than in preserving the embryo and fetus C. recognizing and protecting the interest of municipality in preserving nonpartisan police force and appearance thereof D. holding that laws with the purpose of placing an obstacle in the path of a woman seeking an abortion are invalid E. holding that the governments interest in the welfare of children embraces not only protecting children from physical abuse but also protecting childrens interest in the privacy and dignity of their homes and in the lawfully exercised authority of their parents

assistant: The best answer is B. recognizing that the purpose of abortion laws in the late 19th and early 20th centuries did focus on the states interest in protecting the womans health rather than in preserving the embryo and fetus
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 Severance Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Severance Agreement and its rights hereunder; provided , that, the assignee of or successor to the Company assumes all of the Company’s obligations hereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: protect electrician-contractor by de-energizing electrical system while under repair); Corpus v. K-J Oil Co., 720 S.W.2d 672, 674 (Tex.App.-Austin 1986, writ ref'd n.r.e.) (concluding that premises occupier was not liable for crew-member’s injury when rig boom made contact with overhead electric power line; power line was reasonably apparent condition and did not give rise to duty to warn); Allen v. Tex. Elec. Serv. Co., 350 S.W.2d 866, 868-69 (Tex.Civ.App.-Fort Worth 1961, writ ref'd n.r.e) (affirming take-nothing judgment on grounds that electric service company had no right of control and owed no duty to warn electrical worker hired to repair power lines injured when he came into contact with energized line); see also Le Vonas v. Acme Paper Bd. Co., 184 Md. 16, 40 A.2d 43, 47 (1944) (<HOLDING>), cited with approval in Allen, 350 S.W.2d at Options: A. holding that an employer through its employees did not breach an independent duty to power company not to come in contact with power companys transmission lines because such a duty is a general duty not an independent one B. holding that the independent contractor exception in the ftca would not insulate the government from the contractors negligence if the duty was nondelegable under florida law C. holding that a cardinal change provides the contractor with a legal right to avoid the contract discharges the contractors duty to perform and relieves the contractor of the default termination and its consequences D. holding that company that retained independent contractor to hoist steel beams to roof had no duty to warn contractors employees who sustained injuries when beam made contact with live wires hanging near cable used to hoist beams E. holding that a general contractor owed no duty to an employee of a subcontractor to warn of dangers of electrocution

assistant: The best answer is D. holding that company that retained independent contractor to hoist steel beams to roof had no duty to warn contractors employees who sustained injuries when beam made contact with live wires hanging near cable used to hoist beams
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 as set forth in Section 10.24 , all necessary Gaming Permits in connection with the Transactions, including without limitation, the transactions contemplated by the Loan Documents, shall have been obtained and shall remain in full force and effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, enjoins, prevents or imposes materially adverse conditions upon the consummation of the Transactions. In addition, there shall not exist any judgment, order, injunction or other restraint, and there shall be no pending litigation or proceeding by any Governmental Authority, prohibiting, enjoining or imposing materially adverse conditions upon the Transactions, or on the consummation thereof.

assistant: Approvals