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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 9 and 10 of the New Jersey Constitution, I would hold that when the finding of any fact triggers imposition of a minimum period of imprisonment a jury must find that fact beyond a reasonable doubt. Accordingly, I would hold unconstitutional on its face N.J.S.A. 2C:ll-5b(2), the statutory provision that sets forth the procedures by which the three-year mandatory minimum term at issue is imposed. I The right to trial by jury is “one of the most cherished rights in the long history of our Anglo-American jurisprudence.” State v. Ingenito, 87 N.J. 204, 210, 432 A.2d 912 (1981). It encompasses fundamental principles of fairness and due process that circumscribe a state’s power to punish criminal conduct. In re Winship, 397 U.S. 358, 364, 90 S.Ct. 1068, 1073, 25 L.Ed.2d 368, 375 (1970) (<HOLDING>); State v. Anderson, 127 N.J. 191, 200, 603 Options: A. holding that no person shall suffer the onus of a criminal conviction except upon sufficient proof defined as evidence necessary to convince a trier of fact beyond a reasonable doubt of the existence of every element of the offense B. holding under the due process clause of the fifth amendment and the notice and jury trial guarantees of the sixth amendment any fact other than prior conviction that increases the maximum penalty for a crime must be charged in an indictment submitted to a jury and proven beyond a reasonable doubt C. holding that conviction of a crime requires proof beyond a reasonable doubt of every fact necessary to constitute the crime D. holding that due process clause of fourteenth amendment protects the accused against conviction except upon proof beyond a reasonable doubt of every fact necessary to constitute the crime for which he is charged E. holding state must prove every element of an offense beyond a reasonable doubt and a scheme that shifts the burden of proof to the defendant by presuming a fact upon proof of the other elements of the offense violates due process

assistant: The best answer is D. holding that due process clause of fourteenth amendment protects the accused against conviction except upon proof beyond a reasonable doubt of every fact necessary to constitute the crime for which he is charged
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the period of Executive’s employment with the Company, Executive shall not: (i) engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is pursued for gain or profit and including service as a director of any other company, except as approved in advance in writing by the Company; provided, however, that Executive shall be entitled to manage Executive’s personal investments and otherwise attend to personal affairs, including charitable, social and political activities, in a manner that does not unreasonably interfere with Executive’s responsibilities hereunder, or (ii) accept or engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor, except as approved in advance in writing by the Company and such approval will not be unreasonably withheld.

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: In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, shall adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits in Sections 3 and 11 of the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

assistant: Payments
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: agency or an officer or employee thereof acted or failed to act in an official capacity or under color of legal authority shall not be dismissed nor relief therein be denied on the ground that it is against the United States or that the United States is an indispensable party. 5 U.S.C. § 702. The civil forfeiture in Plaintiffs’ case was achieved by a consent judgment in judicial proceedings; the civil forfeiture did not involve agency action. By its own terms, § 702 only applies where the party seeks judicial review of agency action. Because the instant forfeiture took place in the context of a civil judicial proceeding, there is no agency action for the district court or this Court to review. See Comm, of Blind Vendors of D.C. v. District of Columbia, 28 F.3d 130, 134 (D.C.Cir.1994) (<HOLDING>). The APA therefore cannot be the basis for a Options: A. holding that under the apa exhaustion is a prerequisite to judicial review when expressly required by statute or when an agency rule requires appeal before review so long as the administrative action is made inoperative pending that review B. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record C. holding apa 5 usc 702 inapplicable because no agency proceeding took place for the court to review D. holding that the apa does not afford an implied grant of subjectmatter jurisdiction permitting federal judicial review of agency action E. holding a court of appeals should remand a case to an agency for decision of a matter that statutes place primarily in agency hands

assistant: The best answer is C. holding apa 5 usc 702 inapplicable because no agency proceeding took place for the court to review
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: policy. (Dkt. No. 345, Ex. 1 at APP00005 — 6; Dkt. No. 349, Ex. 42 at APP00961-62, APP00973.) 13 . The plaintiffs also alleged a claim relating to an improper MDL Fund deduction, but later abandoned that claim. 14 . Even assuming that the O’Quinn Firm were entitled to coverage under the 2001 Primary Policy, it is highly doubtful that coverage under the 2001 Excess Policy would ever be triggered because under the terms of the O'Quinn Firm’s settlement with National Union, National Union did not pay, did not admit liability, and was not held liable to pay the full amount of its indemnity under the 2001 Primary Policy. (Dkt. Nos. 380, 381 & 385). The plain language of the 2001 Excess Policy requires otherwise. See Citigroup Inc. v. St. Paul Mercury Ins. Co., 649 F.3d 367 (5th Cir.2011) (<HOLDING>) 15 . Lexington also argues that “any matter Options: A. holding that insured was not required to suffer an excess judgment before it could sue its excess insurer and primary insurer for bad faith failure to settle where it was alleged the insurers arbitrarily refused to settle and insured was required to pay 1 million in settlement to avoid near certainty of larger judgment that would exceed all available coverage B. holding that the excess carrier was liable only for the insureds deductible which was not covered by the primary insurer C. holding that insurer was liable for amount in excess of policy limits because it breached its duty to defend D. holding that policy limits are not a defense to coverage and that policy limits define the amount of coverage E. holding that excess coverage in four policies was not triggered until primary insurer satisfied the requirements necessary to trigger the excess insurers coverage and paid the full amount of its limits

assistant: The best answer is E. holding that excess coverage in four policies was not triggered until primary insurer satisfied the requirements necessary to trigger the excess insurers coverage and paid the full amount of its limits
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 indemnity and contribution agreements contained in Section 10 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of FBR, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in employment, or directly by evidence of retaliatory animus. See Sumner v. U.S.P.S., 899 F.2d 203, 209 (2d Cir.1990); see also Post v. Court Officer Shield #207, 180 F.3d 409, 418 (2d Cir.1999) (“[T]he plaintiff ... need not clearly establish that the defendant harbored retaliatory intent. It is sufficient to allege facts which could reasonably support an inference to that effect.”). Summary judgment is precluded where questions regarding an employer’s motive predominate in the inquiry regarding how important a role the protected speech played in the adverse employment decision. See Piesco v. City of New York, 933 F.2d 1149, 1155 (2d Cir.1991). To satisfy the causal connection requirement of his prima facie case, Franzon must show that his public criticism o 3d 545, 555 (2d Cir.2001) (<HOLDING>); Quinn v. Green Tree Credit Corp., 159 F.3d Options: A. holding that a mere allegation of fraud is insufficient to survive a motion to dismiss pursuant to the pslra B. recognizing that a strong causal connection is required quotation omitted C. holding that a fourmonth interval was sufficient to support an allegation of a causal connection strong enough to survive a summary judgment motion D. holding that more than a year between the protected activity and the discharge is not close enough to support the causal connection requirement E. holding that plaintiffs allegation that defendant conditioned its software on purchase of its hardware was sufficient to survive summary judgment

assistant: The best answer is C. holding that a fourmonth interval was sufficient to support an allegation of a causal connection strong enough to survive a summary judgment 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 case excerpt and choose the best holding from the options. Case excerpt: the abuse and offered various reasons an abused child would continue to cooperate with an abuser. Vaughn did not testify as to her opinion with respect to Bobby’s credibility. Evidence similar to that offered by Vaughn has been held admissible to assist the jury. See State v. Bailey, 89 N.C. App. 212, 365 S.E.2d 651 (1988) (finding expert testimony as to why a child would cooperate with adult who had been sexually abusing child admissible); State v. Richardson, 112 N.C. App. 58, 434 S.E.2d 657 (1993), disc. review denied, 335 N.C. 563, 441 S.E.2d 132 (1994) (concluding trial court did not err in admitting testimony describing general symptoms and characteristics of sexually abused children to explain the victim’s behavior); State v. Bowman, 84 N.C. App. 238, 352 S.E.2d 437 (1987) (<HOLDING>). Thus, for the foregoing reasons we hold that Options: A. holding that it was error to admit a videotaped interview of an alleged child victim of sexual abuse because the defendant was deprived of the right to crossexamine the child B. holding evidence of outofstate instances of abuse admissible in child sexual abuse case to show intent opportunity and relationship between defendant and victim C. holding trial court was proper in admitting a doctors testimony that a delay between the occurrence of an incident of child sexual abuse and the childs revelation of the incident was the usual pattern of conduct for victims of child sexual abuse D. holding that the trial court erred by admitting a doctors testimony that a child victims description of a sexual crime was very believable E. holding defendants prior conviction for assault related to sexual abuse of a minor even though it did not require an act of sexual abuse because it required intent to commit sexual abuse and such a mens rea demonstrate the offense was one relating to sexual abuse

assistant: The best answer is C. holding trial court was proper in admitting a doctors testimony that a delay between the occurrence of an incident of child sexual abuse and the childs revelation of the incident was the usual pattern of conduct for victims of child sexual abuse
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: when a defective product has resulted in the loss of value or use of the thing sold and/or the cost of repairing it — i.e., when a product damages itself but does not cause personal injury or damage to any other property than itself. See, e.g., East River S.S. Corp. v. Transamerica Delaval, Inc., 476 U.S. 858, 870, 106 S.Ct. 2295, 90 L.Ed.2d 865 (1986) ("since by definition no person or other property is damaged, the resulting loss is purely economic. Even when the harm to the product itself occurs through an abrupt, accident-like event, the resulting loss due to repair costs ... is essentially the failure of the purchaser to receive the benefit of its bargain— traditionally the core concern of contract law[]”); Lloyd Wood Coal Co. v. Clark Equip. Co., 543 So.2d 671, 673 (Ala.1989) (<HOLDING>). "The purpose of the economic loss rule is to Options: A. holding that a cause of action does not arise in negligence when a product malfunctions or is defective and the malfunction or defect results in damage only to the product itself and produces only economic loss B. holding that economic loss rule precludes recovery of economic damages only in the absence of personal injury or property damage claims C. holding that a commercial buyer of defective goods cannot maintain a strict liability or negligence suit for economic loss to the product as the remedy is a breach of warranty suit under the ucc D. holding that to prevail on strict liability claim for a defective product plaintiff must show the product was defective when it left the defendants possession and control E. holding that no products liability claim lies in admiralty when commercial party alleges injury only to product itself resulting in purely economic loss insofar as the tort concern with safety is reduced when an injury is only to the product itself

assistant: The best answer is A. holding that a cause of action does not arise in negligence when a product malfunctions or is defective and the malfunction or defect results in damage only to the product itself and produces only economic loss
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: from claims of misfeasance is void as a matter of statute. Section 310 of the Companies Act of 1985 provides that “any provision ... in any contract with the company or otherwise,” which purports to exempt a director from liability for “negligence, default, breach of duty or breach of trust” in relation to an English company, is void. While the Companies Act of 1985 expressly applies to English companies, courts must construe the release in accordance with English law. The statute appears to apply here — despite Gulfs incorporation in the United States. English common law provides that releases will not be construed to apply to facts of which the releasing party is unaware at the time of entering the agreement. See Ecclesiastical Comm’n for England v. N.E. Ry, 4 Ch.D. 845 (1877) (<HOLDING>). As we held above, the record does not Options: A. holding that inclusion of a general release was merely a suggestion of how to terminate the lawsuit and that acceptance was not qualified on use of the specific release and party was willing to discuss the terms of a release B. holding that a release of unknown claims has no effect in the absence of evidence apart from the words of the release C. holding that release discharges only those tortfeasors specifically named in the release agreement D. holding that release did not bar plaintiffs claim because plaintiff had no ground to suspect that act complained of had taken place when giving release E. holding the district courts revocation of defendants term of supervised release did not end the courts jurisdiction over defendants release

assistant: The best answer is D. holding that release did not bar plaintiffs claim because plaintiff had no ground to suspect that act complained of had taken place when giving release
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 Plan, the exercise of Options and the obligations of the Company to issue shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to section 16 of the Exchange Act, after a Public Offering it is the intent of the Company that this Plan and all transactions under this Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that this Plan and applicable Grants under this Plan comply with the applicable provisions of section 162(m) of the Code, after a Public Offering, and section 422 of the Code. To the extent that any legal requirement of section 16 of the Exchange Act or section 162(m) or 422 of the Code as set forth in this Plan ceases to be required under section 16 of the Exchange Act or section 162(m) or 422 of the Code, that Plan provision shall cease to apply. The Board may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Board may also adopt rules regarding the withholding of taxes on payments to Grantees. The Board may, in its sole discretion, agree to limit its authority under this Section.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: a printed version of these terms of use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms of use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form .

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 case excerpt and choose the best holding from the options. Case excerpt: alleges that Whataburger’s failure to conduct an adequate background check ultimately caused the aggravated robbery that led to Dean’s murder. While Love’s convictions, if discovered, should have raised Whatabur-ger’s suspicions about his fitness to manage a restaurant, under Texas law, they did not make his eventual participation in an aggravated robbery leading to murder reasonably foreseeable. See Houser v. Smith, 968 S.W.2d 542, 545 (Tex.App.-Austin 1998, no pet.) (“[w]hether [defendant] would have fired [the criminal actor] had he discovered ... forgery convictions is irrelevant ... the question presented is whether ... criminal conduct and the type of harm that befell [plaintiff] were -01605-CV, 2002 WL 1565664, at *1, *4 (Tex.App.-Dallas July 17, 2002, pet. denied) (mem. op.) (<HOLDING>) with Read v. Scott Fetzer Co., 990 S.W.2d 732, Options: A. holding that employees conviction for possession of a controlled substance constituted gross misconduct B. holding that a defendant with prior felony convictions including possession of a dangerous weapon possession of a controlled substance receiving stolen property and attempted burglary was properly sentenced as a career offender C. holding that employees convictions for burglary possession of controlled substance public intoxication possession of marijuana unlawful carrying of weapon and evading arrest did not make his sexual assault of child foreseeable D. holding that a defendants prior conviction for possession of a controlled substance and felon in possession of a firearm helped support probable cause to search his motel room for evidence of burglary E. holding that possession of a weapon is not in an of itself a crime

assistant: The best answer is C. holding that employees convictions for burglary possession of controlled substance public intoxication possession of marijuana unlawful carrying of weapon and evading arrest did not make his sexual assault of child foreseeable
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 Committee may make adjustments to the Incentive Award Goal calculations as determined by the Committee in its discretion. Unless otherwise determined by the Committee, the Incentive Award Goals will be adjusted as specified in Section 7.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. Any dispute hereunder shall be resolved pursuant to arbitration in accordance with the most recent arbitration agreement in effect between Executive and the Company, except that the Company may pursue equitable relief in a court of law. Any suit, action, or proceeding relating to this Agreement shall be brought in the state courts of Broward County, Florida or in the United States District Court for the Southern District of Florida. The Company and Executive hereby accept the exclusive jurisdiction of those courts for the purpose of any such suit, action, or proceeding.

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 case excerpt and choose the best holding from the options. Case excerpt: the lawsuit. See Tex. Const, art. V, § 8 (stating that “[district court jurisdiction consists of exclusive, appellate, and original jurisdiction of all actions, proceedings, and remedies, except in cases where exclusive, appellate, or original jurisdiction may be conferred by this Constitution or other law on some other court, tribunal, or administrative body”). When two defendants in the lawsuit, HOME and WUIC, filed a motion to compel arbitration based on the arbitration provision set forth in the written warranty agreement, which Appellants also had signed, the trial court had a nondiscretion-ary duty to rule upon the arbitration issue, including which parties would be compelled to arbitration. See, e.g., In re Weekley Homes, L.P., 180 S.W.3d 127, 135 (Tex.2005) (orig. proceeding) (<HOLDING>). And the trial court retains jurisdiction even Options: A. recognizing that in reviewing ruling on motion to compel arbitration we first determine whether party seeking arbitration established existence of arbitration agreement B. holding that a party seeking to compel arbitration must establish the existence of an arbitration agreement and show that the claims raised fall within the scope of that agreement C. holding that once the party seeking to compel arbitration establishes the existence of an arbitration agreement and that the claims raised fall within the scope of that agreement the trial court must compel arbitration D. holding that in ruling on a motion to compel arbitration a court must consider 1 whether the parties have entered into a valid arbitration agreement 2 whether an arbitrable issue exists and 3 whether the right to arbitration has been waived E. holding trial court must decide whether to compel arbitration of personal injury claim of party who was not signatory to arbitration agreement

assistant: The best answer is E. holding trial court must decide whether to compel arbitration of personal injury claim of party who was not signatory to arbitration agreement
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 a multicount indictment, there is a strong likelihood that the district court will craft a disposition in which the sentences on the various counts form part of an overall plan. When a.conviction on one or more of the component counts is vacated, common sense dictates that the judge should be free to review the efficacy of what remains in light of the original plan, and to reconstruct the sentencing architecture upon remand, within the applicable constitutional and statutory limits, if that appears necessary in order to ensure that the punishment still fits both crime and criminal. cert. denied, 493 U.S. 890, 110 S.Ct. 233, 107 L.Ed.2d 185 (1989)). Counts grouped together pursuant to the sentencing guidelines are interdependent. U.S. v. Rozier, 485 Fed.Appx. 352, 356 (11th Cir.2012) (<HOLDING>); U.S. v. Miller, 594 F.3d 172, 181-82 (3d Options: A. holding exhibits deemed admitted into evidence where they were treated below without objection as if they were admitted B. holding that counts were interdependent where they were grouped together C. holding that appellants fourteenth amendment due process claim did not require reversal where they failed to show that they were prejudiced D. holding that tort claims were arbitrable because they arose out of and were related to contract E. holding that all claims submitted by defendant were false because they were acquired by kickback

assistant: The best answer is B. holding that counts were interdependent where they were grouped together
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 Attorney General has expressly consented to such alien’s reapplying for admission.... [Such person] shall be fined under Title 18, or imprisoned not more than 2 years, or both.” 8 U.S.C. § 1326(a). Eight Courts of Appeals have addressed whether this Section requires any mens rea element, of which the Seventh Circuit is alone in finding that § 1326 includes an implied mental state requirement. See United States v. Barrera-Paniangua, No. 98-CR-648, 2000 WL 246241, at • 1 & n. 1 (N.D.Ill. Feb.24, 2000) (noting that the Seventh Circuit is the only circuit of the eight who have addressed the issue of a mental state requirement to have found such a requirement exists, and collecting cases of other circuits); see also United States v. Anton, 683 F.2d 1011, 1017 (7th Cir.1982) (“Anton I”) (<HOLDING>). In Anton I, the defendant introduced facts Options: A. holding that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment the requirement is that there be no genuine issue of material fact B. holding the connection is an element C. holding that a false representation of a material matter of fact is a necessary element of a rescission claim D. holding that there is some mental state requirement for the third material element of 1326 E. holding that the lawfulness of a prior deportation is not a required element of a 1326 offense

assistant: The best answer is D. holding that there is some mental state requirement for the third material element of 1326
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: Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. The Company represents and warrants that (a) the Company’s Board of Directors has duly and validly authorized the execution, delivery and performance of this Agreement; and (b) the person signing this Agreement on behalf the Company has the necessary legal authority to execute this Agreement and bind the Company to the terms, conditions, covenants, agreements, and obligations set forth in this Agreement.

assistant: Authority
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 capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed SEC Report, other than pursuant to the Company’s equity incentive plan or other compensatory arrangements (“ Equity Plans ”) and pursuant to the conversion or exercise of securities exercisable, exchangeable or convertible into Common Stock (“ Common Stock Equivalents ”). No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement. Except (i) pursuant to the Company’s Equity Plans, (ii) pursuant to agreements or instruments described in or filed as exhibits to Incorporated Documents or (iii) as disclosed in the SEC Reports, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the purchasers of the Shares) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than as described in the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

assistant: Capitalization
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 proceeds of the Loans will be used (a) on the Effective Date, (i) for the PPC Refinancing, and (ii) to pay the fees and expenses incurred in connection with the Transactions and (b) on and after the Effective Date, to finance the general corporate purposes of the Borrowers (including Capital Expenditures, Permitted Acquisitions, payments of principal and interest on the Loans, and any refinancing(s) of or modifications to Indebtedness permitted in this Agreement, subject to the relevant limitations contained in this Agreement). No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. No Loan Party will, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund in violation of Sanctions any activities or business of or with any Person, or in any country, region, or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, including, without limitation, currently the Region of Crimea, Cuba, Iran, North Korea, Sudan and Syria, or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Laws that may be applicable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party’s obligations under this Section 3.7 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

assistant: Survival
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 will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions either not less favorable to the Company or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties or upon fair and reasonable terms consistent with past practices by the Company or such Subsidiary (provided that transfers that occur solely for tax-related purposes from the Company to Subsidiary or from Subsidiary to Subsidiary shall be permitted), and (b) any Restricted Payment permitted by Section 6.06 .

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: T here is no action, suit, inquiry, notice of violation, proceeding or investigation completed, pending or, to the knowledge of Company, contemplated or threatened against or affecting Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ ”), which would reasonably be expected to adversely affect or challenge the legality, validity or enforceability of any of the Transaction Documents or the sale, issuance, listing, trading or resale of any Shares on the Trading Market hereunder. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Company or any Subsidiary under the Exchange Act or the Act.

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: Except as allowed under Section 5, Required Disclosure, the Receiving Party shall not submit CEII obtained from the Disclosing Parties to any government agency for any reason without first obtaining written permission from the respective Disclosing Party, and then fully complying with the requirements of 18 C.F.R. §§ 388.112, 113 for requesting special treatment of the CEII. In the event that the Receiving Party is requested or required by depositions, interrogatories, requests for information or documents, subpoena, civil investigation, demand or similar process (i) to disclose any CEII or other Confidential Information received pursuant to this Agreement, (ii) to disclose any discussions pertaining thereto, or (iii) to take any other action described in the last paragraph of Section 3 above, the Receiving Party shall provide to the relevant Disclosing Parties prompt written notice of such request(s) and shall use reasonable efforts to resist disclosure until an appropriate protective order may be sought. If, in the absence of a protective order, Receiving Party is nonetheless, in the written opinion of its counsel, legally required to disclose CEII or other Confidential Information received pursuant to this Agreement, then, in such event Receiving Party may disclose such information after the Receiving Party gives the Disclosing Party written notice of the proposed disclosure and a reasonable opportunity to review the proposed disclosure.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this 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: Nothing in this agreement or any disclosure hereunder creates any obligation to disclose Confidential Information, use the Confidential Information in any product, warrant the accuracy or completeness of the Confidential Information, or the fitness of the Confidential Information for a particular purpose, or grant any license or other right to Confidential Information under copyright or other intellectual property right to the Discloser other than the right to use the Confidential Information for the Purpose.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: might have been more curious or concerned about the activity at Kidder.”); Shields, 25 F.3d at 1129; Manufacturer’s Life Ins., 2000 WL 709006, at *4. While “[a]n egregious refusal to see the obvious, or to investigate the doubtful, may in some cases give rise to an inference of ... recklessness,” Chill, 101 F.3d at 269 (emphasis added, quotation mark and citation omitted), merely calling a misrepresentation obvious does not make it so. See Feasby v. Industri-Matematik Int’l Corp., No. 99 Civ. 8761, 2000 WL 977673, at *7 (S.D.N.Y. July 17, 2000). To sufficiently plead scienter, something more than simply the bare incantation that a misrepresentation was obvious or that the defendant ignored information available to it is required. See S.E.C. v. McNulty, 137 F.3d 732, 741 (2d Cir.1998) (<HOLDING>). Rather, plaintiffs must offer particularized Options: A. holding that the sixth amendment confrontation clause was not violated by the admission of hearsay statements under a georgia statute permitting an exception for statements by coconspirators where there was sufficient indicia of reliability supporting the truth of the statements B. holding that various law enforcement personnel and judges were victims of the crime of making false statements to a government agency for purposes of 3a12a where the defendant made false statements about the officials to the irs causing the irs to investigate the officials certainly had the effect of making these individuals the defendants victims C. holding analysts statements insufficient to satisfy particularity requirements because plaintiffs failed to identify with specificity the statements made by a particular defendant or describe how those statements were false or misleading D. holding that pleading standard for recklessness was met where the corporate officer included false statements in sec filings despite the obviously evasive and suspicious statements made to him by the corporate officials upon whom he was relying and despite outside counsels recommendation that these statements not be included E. holding that defendant could be charged for making false statements to treasury officials under the tax evasion statute or the statute prohibiting false statements to government officials

assistant: The best answer is D. holding that pleading standard for recklessness was met where the corporate officer included false statements in sec filings despite the obviously evasive and suspicious statements made to him by the corporate officials upon whom he was relying and despite outside counsels recommendation that these statements not be included
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: To the extent not preempted by ERISA, this Plan shall be governed by and construed in accordance with the laws of the State of North Carolina (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding that is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the State of North Carolina (or, if appropriate, a federal court located within the State of North Carolina), and the Company and the Participant each consent to the exclusive jurisdiction of such a court.

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: The provisions of Sections 8.07 , 8.10 , 8.11 , 8.12 and 8.15 of the Agreement shall be incorporated herein as if expressly set forth in this Amendment, except that all references therein to “Agreement” shall be deemed references to “Amendment”.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: criminal acts and the applicable foreseeability standard, D.C. courts consider the negligence theory being advanced and the circumstances of each case. “The question is not simply whether a criminal event is foreseeable, but whether a duty exists to take measures to guard against it ... [, which] is ultimately a question of fairness.” Romero, 749 F.2d at 79 (internal quotation marks and citations omitted) (emphasis in original). There are two lines of cases in which a lesser degree of specificity is required with respect to evidence of foreseeability: those involving either (1) “a special relationship between the parties to the suit” or (2) “a relationship of control between the defendant and the intervening criminal actor .... ” Romero, 749 F.2d at 81 (internal citations omitted) (<HOLDING>); see also Workman, 320 F.3d at 263 (“From our Options: A. recognizing rule B. recognizing this as the general rule C. recognizing these two categories as the only district cases departing from that general rule of nonliability at common law for intervening criminal acts D. recognizing that the claim at issue was one under state common law between two private parties the experts in the federal system at resolving common law counterclaims are the article iii courts E. recognizing general rule

assistant: The best answer is C. recognizing these two categories as the only district cases departing from that general rule of nonliability at common law for intervening criminal acts
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lender shall have received, a solvency certificate duly executed and delivered by the chief financial or accounting Authorized Officer of the Borrower, dated as of the Closing Date, in form and substance satisfactory to the Lender.

assistant: Solvency