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: Lesher court explicitly stated it was not reaching—the threshold question of whether a claim for breach of the implied covenant of good faith and fair dealing could be brought in the absence of a potential for coverage. Id. at 187. The Court noted that “[n]either party has cited any case in which liability has been imposed on an insurer” for breach of the implied covenant of good faith and fair dealing for an inadequate defense in the absence of a potential for coverage. Id. Additionally, since Lesher, no California appellate decision has imposed liability for breach of the implied covenant of good faith and fair dealing for an inadequate defense in the absence of a potential for coverage. See, e.g., Imperial Cas. & Indem. Co. v. Sogomonian, 198 Cal.App.3d 169, 243 Cal.Rptr. 639 (1988) (<HOLDING>); cf. U.S. Fid. & Guar. Co. v. San Diego Options: A. recognizing that evidence of breach of implied covenant of good faith and fair dealing may support punitive damages B. holding where parties had not reached a binding contract the implied covenant of good faith and fair dealing did not apply C. recognizing cause of action for implied covenant of good faith and fair dealing in atwill employment contract D. holding that the implied covenant of good faith and fair dealing is limited to performance under a contract E. holding that assumption of defense cannot be basis for claim for breach of the implied covenant of good faith and fair dealing where contract had been rescinded

assistant: The best answer is E. holding that assumption of defense cannot be basis for claim for breach of the implied covenant of good faith and fair dealing where contract had been rescinded
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 LESSEE AND THE LESSOR HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS LEASE, ANY OF THE OPERATIVE DOCUMENTS OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges that this Agreement provides Executive with rights and privileges to which Executive would not otherwise be entitled in the absence of the execution of a waiver and release, and, in exchange for the same, Executive agrees to take action to timely execute a full and complete release of claims against the Company, its affiliates, officers and directors in the form attached hereto as Exhibit A (the “ Release ”). Notwithstanding any provision herein to the contrary, if Executive has not delivered to the Company an irrevocable Release and resignation notice(s) for each applicable affiliate and subsidiary of the Company for which the Executive serves as an officer or director executed by or on behalf of Executive on or before the sixtieth (60th) day after the Termination Date, or if the Release is subsequently revoked, Executive shall have no rights to the payments and benefits specified in Sections 2(b), 2(c), 3, 5, and 6 hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No document, certificate or statement delivered to the Lenders by or on behalf of the Borrower or any Guarantor in connection with the transactions contemplated hereby contains any untrue statement of a material fact, or omits to state a material fact required to be stated in order to make the statements contained herein or therein, taken as a whole, not misleading in light of the circumstances under which such statements were made. All information heretofore furnished by the Borrower or any Guarantor to the Lenders for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Borrower to the Lenders will be, true and accurate in every material respect or based on reasonable estimates on the date as of which such information is stated or certified. The Borrower has disclosed to the Lenders in writing any and all facts known to the Borrower after diligent inquiry (except facts of general public knowledge) which materially and adversely affect or may affect (to the extent the Borrower can now reasonably foresee) the business, operations, prospects or condition, financial or otherwise, of the Borrower or the ability of the Borrower to perform its obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee hereby represents and warrants to the Company that Employee has full power and authority to enter into this Agreement and that the execution of this agreement and the performance of Employee’s duties hereunder will not cause Employee to be in violation of any other agreement, judgment, order, decree, former employment relationship or other obligation to which Employee may be subject. Employee shall indemnify and defend the Company and its affiliates against all liability, cost, damage, and expense that they may incur as a result of any claim or event which is related to this Section 10.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower hereby ratifies the indemnification provisions contained in the Loan Documents, including, without limitation, Section 9.03 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

assistant: Indemnity
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 such a way that it ‘does not substantially advance legitimate state interests, or denies an owner economically viable use of his land.’ ”) (quoting Agins v. Tiburon, 447 U.S. 255, 260, 100 S.Ct. 2138, 2141, 65 L.Ed.2d 106 (1980) (footnote omitted)). Additionally, mere diminution in value, absent zoning ordinances that are clearly arbitrary and capricious or that create a denial of all reasonable use, will not constitute a taking. Steel Hill Dev., Inc. v. Town of Sanbornton, 469 F.2d 956, 963 (1st Cir.1972) (“The estimated worth, had Steel Hill’s original plans been approved, is irrelevant. Though the value ... has been decreased considerably, it is not worthless or useless so as to constitute a taking.”) See also Scott v. Greenville County, 716 F.2d 1409, 1421-22 (4th Cir.1988) (<HOLDING>); Hagerstown Kitchens, Inc. v. Board of County Options: A. holding that it would be inequitable to allow a town to deny a permit based on a new ordinance after the property owner was denied a permit three times and brought suit to determine the validity of the prior ordinance B. holding that foreign states are not persons entitled to rights under the due process clause C. holding that there is no due process right to appellate review D. holding that while the right to a building permit prior to issuance may be entitled to protection under the due process clause nonissuance of a permit does not destroy the value of the underlying property and thus there is no taking claim E. holding that if subsequent to the taking and before the trial the ordinance was actually amended to permit the previously forbidden use then that of itself was weighty evidence of the existence at the time of the taking of the fact that there was a reasonable probability of an imminent change

assistant: The best answer is D. holding that while the right to a building permit prior to issuance may be entitled to protection under the due process clause nonissuance of a permit does not destroy the value of the underlying property and thus there is no taking claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 385 U.S. 19 87 S.Ct. 212 17 L.Ed.2d 17 Lillian S. McGILL et al.v.C. F. RYALS et al. No. 381, Misc. Supreme Court of the United States October 17, 1966 Vernon Z. Crawford, Marton Stavis, William M. Kunstler, Arthur Kinoy and Benjamin E. Smith, for appellants. Truman Hobbs, for appellees. PER CURIAM. 1 The appeal is dismissed for want of jurisdiction because the case was not appropriate for a three-judge court. 2 Mr. Justice DOUGLAS is of the opinion that a three-judge court was properly convened and would affirm the judgment of the lower court.

assistant: 9
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: immunity analysis is an objective inquiry; it signals the Supreme Court’s repudiation of a subjective qualified immunity standard, or “good faith” immunity, in Harlow v. Fitzgerald, 457 U.S. 800, 815-19, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982). The parties’ confusion on this matter is understandable, given that some courts define the right alleged by a § 1983 plaintiff at a very general level under the second prong and consider the specific factual circumstances under the third prong. In such cases, the second prong of the qualified immunity analysis becomes a pro forma recitation of a general constitutional right, and the real “work” (that is, the consideration of the specific facts of the case) is done under the third prong. See, e.g., Smith v. Reddy, 101 F.3d 351, 356 (4th Cir.1996) (<HOLDING>). But where, as here, we have defined the right Options: A. holding that clearly established means the contours of the right were so clear at the time the officials acted that a reasonable official would have understood that what he was doing violated that right B. holding that once probable cause was established the officer was not required to investigate whether the person arrested was a victim acting in selfdefense or the aggressor in a domestic violence situation C. holding that for purposes of the second question the right must have been clearly established in a particularized sense such that a reasonable official would have understood that what he was doing violated that right D. holding that the right to be arrested only on probable cause was clearly established and considering under the third prong whether a reasonable person in the officers position would have thought her actions violated that right E. holding that in excessive force cases the threshold question for the court is whether the officers conduct violated a clearly established constitutional right

assistant: The best answer is D. holding that the right to be arrested only on probable cause was clearly established and considering under the third prong whether a reasonable person in the officers position would have thought her actions violated that right
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: v. Bridgeport Roman Catholic Diocesan Corp., 10 F.Supp.2d 138, 157 (D.Conn.1998), rev’d on other grounds, 196 F.3d 409 (2d Cir.1999). Pardee argues that the New Allegations are factually distinct from the Original Complaint, but it is clear from a reading of the Amended Complaint, in the light most favorable to the Committee, see supra at 227, that the Committee alleges that preceding and through the 1997 LBO, Pardee engaged in a series of misdeeds and fraudulent acts that constituted a larger scheme of deceit. Accordingly, the earlier conclusion of this court that the Committee has sufficiently alleged fraudulent concealment is binding on Pardee’s objection to the New Allegations. See Andreo v. Friedlander, Gaines, Cohen, Rosenthal & Rosenberg, 660 F.Supp. 1362 (D.Conn.1987) (<HOLDING>). Nevertheless, even without a consideration of Options: A. holding that the trial court properly struck the amended complaint when the plaintiff offered no reason to refute the trial courts finding that the new allegations in the amended complaint were based on facts the plaintiff had known since the beginning of the action B. holding that an earlier finding that allegations of fraudulent concealment were sufficient was dispositive in the absence of a reason to revisit it for purposes of a similar motion against an amended complaint C. holding that engle established the conduct elements of a fraudulent concealment cause of action D. holding that the plaintiffs mere failure to execute on a judgment the only allegedly fraudulent act is not fraudulent concealment E. holding that evidence of other allegations of torture was inadmissible in part because it was not similar to the allegations made by defendant

assistant: The best answer is B. holding that an earlier finding that allegations of fraudulent concealment were sufficient was dispositive in the absence of a reason to revisit it for purposes of a similar motion against an amended complaint
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending, or, to the knowledge of any Borrower, threatened, by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of [Plaintiffs] claim is dubious.” Marcus, 278 Fed.Appx. at 351. In support of their Motion for Summary Judgment, Defendants argue that the symptoms of which Plaintiff complains are not “serious medical needs” that would give rise to an Eighth Amendment claim. However, courts have held that similar symptoms and illnesses arising from an inmate’s exposure to ETS can constitute a serious medical condition. See, e.g., Atkinson, 316 F.3d at 263, 260, 266-67 (finding that Plaintiff alleged a serious medical need based on nausea, inability to eat, headaches, chest pains, difficulty breathing, numbness in limbs, teary eyes, itching, burning skin, dizziness, sore throat, coughing and production of sputum, based on alleged exposure to ETS); Alvarado v. Litscher, 267 F.3d 648, 651 (7th Cir.2001) (<HOLDING>); Weaver v. Clarke, 45 F.3d 1253, 1256 (8th Options: A. holding petitioners claim was factual in nature where he alleged the bia had failed to accord sufficient weight to the seriousness of his sons asthma B. holding that an eighth amendment plaintiff did not have to prove that he was actually injured by exposure to raw sewage only that such exposure posed a serious health risk C. holding that prisoner stated a claim for relief under the eighth amendment for his exposure to secondhand smoke even though he reported no illness D. holding that plaintiff stated eighth amendment claim where he alleged exposure to ets causing aggravation of chronic asthma E. holding that an inmate stated a cause of action under the eighth amendment by alleging that prison officials had with deliberate indifference exposed him to levels of ets that posed an unreasonable risk of serious damage to his future health

assistant: The best answer is D. holding that plaintiff stated eighth amendment claim where he alleged exposure to ets causing aggravation of chronic asthma
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: § 1915(e)(2)). We affirm. The district court properly dismissed Griffin’s request because Fed. R. Crim. P. 41(g) does not apply to property subject to forfeiture. See United States v. Fitzen, 80 F.3d 387, 389 (9th Cir. 1996) (motion for return of property may be defeated by demonstrating that the property is subject to forfeiture). Contrary to Griffin’s contentions, Griffin cannot bring his request under 5 U.S.C. §§ 702 and 704, or 28 U.S.C. §§ 1491 and 1495. The district court did not abuse its discretion by declining to exercise its equitable jurisdiction because the forfeiture was part of Griffin’s conviction and sentence, and Griffin had adequate remedies at law. See 21 U.S.C. §§ 853(a)(1), (2); Libretti v. United States, 516 U.S. 29, 39-41, 116 S.Ct. 356, 133 L.Ed.2d 271 (1995) (<HOLDING>); Ramsden v. United States, 2 F.3d 322, 324 Options: A. holding that a criminal prosecution and criminal forfeiture proceeding constituted an alternate remedy and permitting award to relator B. holding that civil settlements have no bearing on decisions of criminal punishment and imposition of a restitution order is a form of punishment and part of a criminal sentence C. recognizing the continued interest of a criminal defendant in frozen property prior to forfeiture D. holding that the district court properly exercised jurisdiction over a criminal forfeiture action where a state court in a related state court forfeiture proceeding had in personam jurisdiction over the same currency subject to forfeiture E. recognizing criminal forfeiture as an aspect of punishment

assistant: The best answer is E. recognizing criminal forfeiture as an aspect of punishment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As requested by Providence and necessary to comply with Providence Parent’s disclosure obligations, the LLC will use commercially reasonable efforts to make its Managers and officers having responsibility for its financial reporting and business areas that relate to the matters included in the Information, and its agents, accountants, advisors, counsel and other representatives, reasonably available to Providence (and its agents, accountants, advisors, counsel and other representatives) at reasonable times and places for ( i ) consultations and discussions regarding the Information to be included in the Reports and ( ii ) Providence Parent’s presentations to securities analysts and at industry trade meetings and conferences, unless the LLC reasonably determines that they should not be made available for such purposes. Additionally, the LLC will use commercially reasonable efforts to cause its independent auditor to ( x ) perform an audit of the Annual Financial Statements and review of the Quarterly Financial Statements and provide the results thereof to Providence and the independent auditor of Providence Parent in accordance with the Filing Schedule, ( y ) provide the necessary consents required under the securities laws and ( z ) provide customary “comfort letters” in connection with any offerings of Providence Parent securities (with respect to clause (z) and to the review of the Quarterly Financial Statements pursuant to clause (x) if such review is requested by Providence, at Providence’s sole cost and expense). Providence will have the right to access such records of the LLC at reasonable times and during normal business hours and will be permitted to make abstracts from, or copies of, such records.

assistant: Cooperation
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: v. State, 274 Md. 536, 542-43, 336 A.2d 113 (1975) (“[I]t is improper to conclude that a decision, constitutionally protected, not to plead guilty and in doing so to require the State to prove the defendant’s guilt beyond a reasonable doubt, is a factor which ought to, in any way, influence the sentencing judge to the detriment of the accused”) (footnote omitted). Our decision concluding that the remark in this case was improper is supported by a number of out-of-state authorities. See United States v. Ochoa-Zarate, 540 F.3d 613, 618-19 (7th Cir.2008) (concluding that new trial was not required where prosecutor commented on defendant’s exercise of his right to jury trial because any error was harmless beyond a reasonable doubt); Burns v. Gammon, 260 F.3d 892, 896 (8th Cir.Mo. 2001) (<HOLDING>) (citations omitted); People v. Rodgers, 756 Options: A. recognizing that a criminal defendants right to a fair trial is fundamental B. holding that the prosecutors improper remarks referring to the defendants exercise of his constitutional right to a trial by jury was not plain error requiring reversal C. holding that reversal required where trial court did not attach portions of the transcripts to refute claim of ineffective assistance of trial counsel for failing to object to improper closing argument D. holding trial counsel was ineffective for failing to object to improper argument about defendants exercise of his right to a jury trial and stating that the prosecution cannot use the defendants exercise of specific fundamental constitutional guarantees against him at trial E. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel

assistant: The best answer is D. holding trial counsel was ineffective for failing to object to improper argument about defendants exercise of his right to a jury trial and stating that the prosecution cannot use the defendants exercise of specific fundamental constitutional guarantees against him at trial
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: spotify 's address for notice is : spotify , attn : general counsel , 45 w. 18th street , 7th floor , new york , new york 10011 , usa .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may only be waived, amended, modified, or terminated by a written agreement signed by the party against whom enforcement of any such waiver, amendment, modification or termination is sought. However, notwithstanding anything to the contrary in this Agreement or in any of the Principal Agreements, without the written consent of an affected Secured Swap Counterparty, (A) no amendment, modification, termination or consent in respect of this Agreement or the Principal Agreements (or any term used therein) shall be effective if the effect thereof would change the order of application of proceeds of Collateral and other payments set forth in Section 6 as between Secured Swap Counterparties, and (B) no such amendment, modification, termination or consent shall cause the Obligations owed under any Swap Document to cease to be secured on a First Lien, pari passu basis with all other Obligations with respect to Collateral.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: unpublished decisions, “[njoticeably absent from the list of factors Pruitt instructs district courts to consider are the merits and substance of the pro se plaintiffs claim.” Rivera v. Kettle Moraine Correctional Inst., No. 14-C-6, 2014 WL 2875897, at *4 (E.D. Wis. June 24, 2014); Kennedy v. Huibregtse, No. 13-C-4, 2014 WL 4924662, at *15 (E.D. Wis. Sept. 30, 2014). On appeal from an adverse judgment in a case where the district court abused its discretion in denying a motion to recruit; the Court of Appeals will consider whether “there is a reasonable likelihood that the presence of counsel would have made a difference in the outcome of the litigation” in assessing whether the district court’s abuse of its discretion was prejudicial. Pruitt, 503 F.3d at 659 (italics original r. 2002) (<HOLDING>); Mars v. Hanberry, 752 F.2d 254, 256 (6th Cir. Options: A. holding that deliberate indifference to a serious medical need establishes an eighth amendment violation B. holding that in order to state a violation of the eighth amendment an inmate must demonstrate that prison officials showed deliberate indifference to serious medical needs C. holding that prisoner must allege acts or omissions evidencing deliberate indifference to serious medical needs D. holding that the eighth amendment protects prisoners only from deliberate indifference to their serious medical needs E. holding that plaintiffs claim must have arguable merit meaning that plaintiffs allegations clearly state a nonfrivolous prima facie case of deliberate indifference to a serious medical need and that the already established evidence indicates more than an extremely slim chance of success on the merits

assistant: The best answer is E. holding that plaintiffs claim must have arguable merit meaning that plaintiffs allegations clearly state a nonfrivolous prima facie case of deliberate indifference to a serious medical need and that the already established evidence indicates more than an extremely slim chance of success on the merits
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: (“[L]ost profits ... looks to what the plaintiff would have earned in the future but for the breach.”). ALLTEL also relies on the Eleventh Circuit’s decision in McMillian. However, in holding that severance pay is recoverable under § 1821(e)(3), McMillian reiterates the view that the statute limits damages to those “flowing directly from the repudiation, which make one whole, as opposed to those which go farther by including future contingencies such as lost profits and opportunities or damages based on speculation.” 81 F.3d at 1065. See also Resolution Trust Corp. v. Management, Inc., 25 F.3d 627, 632 (8th Cir.1994) (noting that neither severance penalties nor liquidated damages for future lost profits are recoverable under § 1821(e)(3)); Lawson v. FDIC, 3 F.3d 11, 15 (1st Cir.1993) (<HOLDING>). Accordingly, the ascertainable nature of Options: A. holding that the plaintiffs attempted to recover lost profits which under the facts of the case were consequential damages B. holding that damages for loss of favorable interest rate on oneyear certificate of deposit were excluded because they constituted lost profits or opportunities C. holding that severance payments are compensable as actual damages and not speculative in nature like damages for lost opportunities and profits D. holding that lost profits were covered where the insureds product a motor used in a treadmill was defective and caused lost profits on the sale of the treadmills E. holding that a business owners testimony was insufficient to establish lost profits where he was not able to specify which contracts they lost how many they lost how much profit they would have had from the contracts or who would have awarded them contracts and explaining that the plaintiffs could have supported their lost profits with testimony that they had lost out on specific contracts but failed to do so

assistant: The best answer is B. holding that damages for loss of favorable interest rate on oneyear certificate of deposit were excluded because they constituted lost profits or opportunities
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: There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 7.1(f), either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Under the new law, there is no distinction between commercial and ordinary partnerships, and solidary liability has been suppressed, so that in all partnerships, each partner is liable only for his virile share. "A 'Solidary obligation' corresponds to a 'joint and several’ obligation in the common law; that is, one for which several debtors are bound in such wise that each is liable for the entire amount, and not merely for his proportionate share.” Black's Law Dictionary at p. 1393 (6th ed. West 1990). 8 . BP insists this argument fails because the contract at § 1.08 clearly and unambiguously states, "Headings are used for convenience only and will not affect the construction or validity of this contract.” See also Sanchez v. Verio, Inc., 119 Fed.Appx. 616, 621 n. 8 (5 th Cir.2004) (<HOLDING>). The Court agrees with BP that Cashman's Options: A. holding that the court should review de novo the administrators decision that a property settlement agreement constituted a qdro because it involves interpretation of a settlement agreement and statutory construction not interpretation of the plan B. recognizing that the standard of review for issues of statutory interpretation and construction is de novo C. holding that where the parties fail to reach an agreement as to the character nature or type of release to be used an essential element of the agreement is not established D. holding that where one party had received a written agreement and conformed his conduct to that agreement for an extended period of time but failed to sign the agreement he was equitably estopped from denying the validity of the agreement E. recognizing that it is proper to ignore title headings where the contract provides that captions used in the agreement are inserted for convenience and shall not be deemed a part of the agreement for construction or interpretation

assistant: The best answer is E. recognizing that it is proper to ignore title headings where the contract provides that captions used in the agreement are inserted for convenience and shall not be deemed a part of the agreement for construction or interpretation
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: North Carolina v. Alford, 400 U.S. 25, 31, 91 S.Ct. 160, 27 L.Ed.2d 162 (1970), and may be invalid if it was induced by threats or misrepresentations, Brady v. United States, 397 U.S. 742, 755, 90 S.Ct. 1463, 25 L.Ed.2d 747 (1970). A defendant’s statements at the Fed.R.Crim.P. 11 hearing are presumed to be true. Black-ledge v. Allison, 431 U.S. 63, 73-74, 97 S.Ct. 1621, 52 L.Ed.2d 136 (1977). Unsupported allegations on appeal are insufficient to overcome representations at the Rule 11 hearing. See United States v. DeFusco, 949 F.2d 114, 119 (4th Cir.1991) (stating that defendant’s statement at Rule 11 hearing that he was neither coerced nor threatened was “strong evidence of the voluntariness of his plea”); Via v. Superintendent, Powhatan Corr. Ctr., 643 F.2d 167, 171 (4th Cir.1981) (<HOLDING>). Here, McMillan indicated at the Rule 11 Options: A. holding that statements in proof of loss are not conclusive claimant could explain statements B. holding that a plaintiff must plead with specificity as to the statements or omissions considered to be fraudulent the speaker when and why the statements were made and an explanation of why they were fraudulent C. holding that plain meaning of legislation should be conclusive D. holding that the defendant was entitled to have his plea accepted absent a sound reason for rejecting the plea E. holding that statements at plea hearing that facially demonstrate pleas validity are conclusive absent compelling reason why they should not be

assistant: The best answer is E. holding that statements at plea hearing that facially demonstrate pleas validity are conclusive absent compelling reason why they should not be
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: Pledgor has full power, authority and capacity to execute and deliver this Agreement and the Pledged Agreement and to incur and perform the obligations provided for herein and therein. The execution, delivery and performance by Pledgor of this Agreement and the Pledged Agreement, as applicable, has been duly authorized by all necessary action pursuant to its organizational documents, and a true, correct and complete copy of such authorization has been delivered to Pledgee.

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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) do not violate any applicable law or regulation or the charter, by-laws or other organizational (or constitutional) documents of the Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority, (c) do not violate or result in a default under (i) the Senior Note Documents or (ii) any other indenture, agreement or other instrument binding upon the Borrower or any of its Restricted Subsidiaries or its assets, other than (in the case of such other indentures, agreements or instruments referred to in clause (ii)) such violations or defaults which could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Restricted Subsidiaries, other than Permitted Liens.

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: Without limiting the aforesaid, the existence of discussions between the Parties regarding the Proposed Transaction shall constitute Confidential Information hereunder. a. The Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives; provided, however, that the Receiving Party may disclose such Confidential Information to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction; All media releases, public announcements and other disclosures by either Party relating to this Agreement or the subject matter hereof, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, shall be coordinated with and approved by the other Party prior to release.

assistant: No
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: inquiry into the facts is appropriate before making a final decision on the motion for a preliminary injunction does not provide a proper basis for summary action in this Court. Having decided to take the case, however, it does seem to me that the Court should provide some enlightenment as to whether the Court of Appeals misread this Court’s opinions in Miller and Shaw v. Hunt. In my judgment, the petition for certiorari should be denied. 1 See Doe v. Esch, No. CV-93-060-GF-PGH (Nov. 26, 1993), App. to Pet. for Cert. 33a (enjoining State from enforcing the licensed physician provision against a physician assistant, supervised by a licensed physician, who has received approval from the State Board of Medical Examiners to conduct abortions); see also Mont. Code Ann. § 37-20-403 (1993) (<HOLDING>); id., § 37-20-303 (1995) (authorizing Board of Options: A. holding state law malpractice claim against a physician was preempted where the physician acting as the plan administrator denied a thallium stress test as a plan benefit B. holding that such a physician was a state actor under 1983 C. holding physician entitled to recover attorneys fees actually paid by malpractice insurer because physician was personally liable in the first instance D. recognizing physician assistant as agent of the supervising physician E. holding physician in action based on illegal cavity search to standard of a reasonable physician

assistant: The best answer is D. recognizing physician assistant as agent of the supervising physician
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: equipment to a site designated by Tyr-Ree no later than February 1, 1990. By February 14,1990, when TyrRee had not yet procured a site, the parties executed the storage agreement. This agreement merely supplemented the contract by requiring Tyr-Ree to pay Shred Pax if Shred Pax stored the equipment beyond April, 1990. Consequently, I agree with the defendants that the storage agreement represents a modification to the Purchase Order. Because I find that the storage agreement is properly viewed as a modification to the Purchase Order rather than a separate contract, I must determine whether the modified Purchase Order, now incorporating both goods and services, still comes within the scope of the Illinois codification of the Uniform Commercial anor Water Co., 532 F.2d 572 (7th Cir.1976) (<HOLDING>). Because the agreement to store the equipment Options: A. holding that the installation of a burglar alarm system was a sale of goods within the meaning of the ucc 13 pa consstat 2105a B. holding that the validity of a contract for a commission for the sale of real estate is determined by the law of the state where the contract is made C. holding that a contract for the design manufacture and installation of two furnaces was predominantly a contract for the sale of goods and therefore subject to the uccs fouryear statute of limitations D. holding contract for sale of water which did not specify price was unenforceable because price of water was essence of contract E. holding that a contract for the design construction and installation of a water tank was predominantly a contract for the sale of goods under the ucc

assistant: The best answer is E. holding that a contract for the design construction and installation of a water tank was predominantly a contract for the sale of goods under the ucc
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: would be presented in a formal motion for a continuance or a change of venue. Cf. Maldonado-Perez v. INS, 865 F.2d 328, 335-37 (D.C.Cir.1989) ("Petitioner's argument for his absence is intertwined with his argument for a change of venue”); Patel v. INS, 803 F.2d 804, 806 (5th Cir.1986) (concluding that the petitioner did not establish reasonable cause for his absence and that the denial of his motion for a continuance was not an abuse of discretion). In an emergency situation such as existed here, however, at least a phone call explaining the circumstances was required to preserve a potential challenge to the IJ's authority to enter an in absentia order. We express no view regarding the existence vel non of reasonable cause under the facts of this case. 7 . Cf. Sharma, 89 F.3d at 547 (<HOLDING>); Thomas v. INS, 976 F.2d 786, 790 (1st Options: A. holding that the mechanical failure of the petitioners car on the way to the hearing did not constitute exceptional circumstances where petitioners returned home instead of finding transportation to the hearing and made only a cursory effort to contact the court B. holding that confusion as to a hearing time does not amount to exceptional circumstances C. holding that the petitioners traffic difficulties did not constitute exceptional circumstances D. holding that the exceptional circumstances test does not apply to declaratory judgment actions E. holding that petitioners divorce was a purely personal change in circumstances that does not constitute changed conditions or circumstances in jordan

assistant: The best answer is C. holding that the petitioners traffic difficulties did not constitute exceptional circumstances
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No material legal or administrative or other adversary proceeding or investigation is currently pending against CLRI and, to the best knowledge of CLRI, none is threatened or contemplated by any governmental agency or other third party. CLRI is not subject to any continuing court or administrative order, writ, injunction or decree.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to indemnify each Agent and each Issuing Bank in its capacity as such (to the extent not reimbursed by Holdings or the Borrowers and without limiting the obligation of Holdings or the Borrowers to do so), in the amount of its pro rata share (based on its Total Revolving Facility Exposure and unused Commitments hereunder), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or such Issuing Bank under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or such Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse any Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent or such Issuing Bank, as the case may be, for such other Lender’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All representations and warranties made in this Amendment or any other Loan Document including any Loan Document furnished in connection with this Amendment shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative Agent or any Lender or any closing shall affect the representations and warranties or the right of the Administrative Agent or any Lender to rely upon them.

assistant: Warranties