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

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE BORROWER AND THE OTHER LOAN PARTIES IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AGAINST ANY AGENT, ANY LENDER, ANY ARRANGER, ANY OTHER SECURED PARTY OR ANY RELATED PARTY OF ANY OF THE FOREGOING, IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN A FORUM OTHER THAN THE BANKRUPTCY COURT (OR, IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM) JURISDICTION, THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF THE BANKRUPTCY COURT AND SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN THE BANKRUPTCY COURT, SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY AGENT, ANY ARRANGER, ANY LENDER OR OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE LOAN PARTIES OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To Jurisdiction
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: intentional and negligent infliction of emotional distress. Plaintiff expressly abandons the claims in his response to defendant's motion. Accordingly, the court grants summary judgment to defendant on those claims. 2 . Because both the ADA and KAAD define the term “disability” similarly, plaintiff's discrimination claims under the two statutes must meet the identical fate. Nolan v. Sunshine Biscuits, Inc., 917 F.Supp. 753, 757 n. 2 (D.Kan.1996). 3 . In his affidavit, plaintiff articulates a litany of substantial limitations' generated by his surgical scar. The court finds, however, that plaintiffs affidavit is inconsistent with his prior deposition. Accordingly, the court will disregard the affidavit on this issue. See Bohn v. Park City Group, Inc., 94 F.3d 1457, 1463 (10th Cir.1996) (<HOLDING>). 4 . Defendant contends that because plaintiff Options: A. holding that unverified complaints cannot be considered as evidence at the summary judgment stage B. holding that credibility determinations should not be resolved at the summary judgment stage C. holding that plaintiffs affidavit submitted at summary judgment stage and contradicting earlier deposition testimony should not be considered D. holding that the court may disregard an affidavit submitted solely for the purpose of opposing a motion for summary judgment when that affidavit is directly contradicted by deposition testimony and the nonmovant does not explain the discrepancies E. holding that evidence in an inadmissible form may be considered at the summary judgment stage as long as the evidence is submitted in an admissible form at trial

assistant: The best answer is C. holding that plaintiffs affidavit submitted at summary judgment stage and contradicting earlier deposition testimony should not be considered
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 by any entity (private or governmental) shall be pending or threatened with respect to any Obligor or any of its Subsidiaries which the Administrative Agent or the Required Lenders shall determine has had, or 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 case excerpt and choose the best holding from the options. Case excerpt: The question is not whether he is immune from suit for medical malpractice. The question is, During what time frame can he be sued? The Illinois Supreme Court has already determined that the one-year limitations period of the Act applies to medical malpractice actions. Tosado v. Miller, 188 Ill. 2d 186, 720 N.E.2d 1075 (1999); Ferguson v. McKenzie, 202 Ill. 2d 304, 780 N.E.2d 660 (2001). By a June 7, 1954, election, the Union County Hospital District was established. A hospital district is a municipal corporation and, as such, can exercise governmental powers. 70 ILCS 910/15 (West 1998). Consequently, because of the manner in which Union County Hospital is structured, it is entitled to the benefits of the Act. See Carroll v. Paddock, 199 Ill. 2d 16, 25-26, 764 N.E.2d 1118, 1124 (2002) (<HOLDING>). A. Independent Contractor or Employee 1. Options: A. holding that plaintiff director of security for a hospital had sufficiently pled requisite public policy and a close fit where he asserted that a hospital fired him for reporting to law enforcement that a hospital administrator bribed a public official B. holding that where hospital used balance billing that since the hospital had already received payments from the patient and his health insurer and had agreed to accept that amount as payment in full for its services there was no longer any amount owing to the hospital and thus it could not assert a statutory hospital lien for the difference between its charges and the amount received in light of the negotiated network agreements C. holding that care of the grounds was part of the business of the hospital D. holding that a nonprofit hospital may not be a local public entity entitled to utilize the act and its oneyear limitations period if the hospital was not found to have conducted public business E. holding that because the trial court did not abuse its discretion in finding the expert report adequate as to the vicarious liability claim against the hospital based on the actions of the doctors plaintiffs suit against the hospital including her claim that the hospital was vicariously hable for the actions of its nurses could proceed

assistant: The best answer is D. holding that a nonprofit hospital may not be a local public entity entitled to utilize the act and its oneyear limitations period if the hospital was not found to have conducted public business
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All of Seller’s representations and warranties made in this Agreement shall be true and correct as of the Effective Date and as of Date of Closing in all material respects, except for Exception Matters and as otherwise provided in Section 4.3(b) of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All computations of interest for Base Rate Loans when the Base Rate is determined by the Administrative Agent’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

assistant: Fees
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: A. The rationale for a motion for reconsideration “ ‘is to correct manifest errors of law or fact or to present newly discovered evidence.’ ” Max’s Seafood Café, 176 F.3d at 677 (quoting Harsco Corp. v. Zlotnicki, 779 F.2d 906, 909 (3d Cir.1985)). There fore, a judgment may be altered or amended if Bootay “shows at least one of the following grounds: (1) an intervening change in the controlling law; (2) the availability of new evidence that was not available when the court granted the motion for summary judgment; or (3) the need to correct a clear error of law or fact or to prevent manifest injustice.” Id. In seeking reconsideration, Bootay relied upon a memorandum opinion issued by the District Court in Bixby v. KBR, Inc., No. CV 09-632, 2010 WL 3418340 (D.Or. Aug. 30, 2010) (<HOLDING>), amended and superseded by, 748 F.Supp.2d 1224 Options: A. holding the federal tort claims act did not permit exercise of pendant jurisdiction over additional parties as to which no basis for federal jurisdiction existed B. holding that the district court did not have jurisdiction and remanding the matter to state court C. holding that the district court was not divested of subject matter jurisdiction upon the dismissal of the plaintiffs federal claims D. holding 1 political question doctrine did not deprive court of subject matter jurisdiction 2 kbr was not entitled to government contractor defense and 3 combatant activities exception to federal tort claims act did not shield kbr E. holding that this language applies to tort claims brought under the federal tort claims act against a contractor who has a selfdetermination contract

assistant: The best answer is D. holding 1 political question doctrine did not deprive court of subject matter jurisdiction 2 kbr was not entitled to government contractor defense and 3 combatant activities exception to federal tort claims act did not shield kbr
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: 8 F.3d 847, 850 (D.C.Cir.1993) (per curiam) (noting that individual squarely met the subject requirement where IC told him he was a subject). Although DOJ and the IC agree that Mullins plainly qualifies as a subject, they assert that her subject status ended on May 20, 1994, when IC diGenova notified her attorney by letter that he did not intend to seek charges against Mullins and that, based on the information currently available to him, he did not expect Mullins’ status to change during the remainder of the investigation. Mullins argues that this did not end her subject status since IC diGenova’s letter contained the express qualification that based on current information he did not expect her status to change during the remainder of the investigation. See Cave, 57 F.3d at 1120 (<HOLDING>); Shultz, 8 F.3d at 850 (holding that subject Options: A. holding that a partys need for grand jury materials varies in proportion to the degree of access he has to other sources of the information he seeks B. holding that although plaintiff claimed that googles two top executives did have direct unique and personal knowledge of the facts at issue it made sense to require plaintiff to seek the information from other sources first C. holding that grant of use immunity did not end caves subject status because the ic could have obtained information from other sources if he chose to prosecute cave D. holding that the right of access to government information or sources of information within the governments control is not mandated by the first or fourteenth amendments E. holding that district court correctly concluded that it could not order the government to grant use immunity

assistant: The best answer is C. holding that grant of use immunity did not end caves subject status because the ic could have obtained information from other sources if he chose to prosecute cave
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: is uncertain.” Chandras v. McGinnis, No. 01 Civ. 2519(LBS), 2002 WL 31946711, at *7 (E.D.N.Y. Nov. 13, 2002); see also United States v. Zagari, 111 F.3d 307, 320 n. 13 (2d Cir.1997) (“The extent to which knowledge may be imputed from one federal investigative agency to another for Brady purposes is as yet unclear.”). At one end of the spectrum, it is clear that the investigating case agents on a particular prosecution are part of the prosecution team; their possession of producible material is imputed to the prosecutor regardless of his actual knowledge. See, e.g., Kyles, 514 U.S. at 438, 115 S.Ct. 1555 (rejecting the argument that a state prosecutor “should not be held accountable ... for evidence known only to police investigators and not to the prosecutor.”); Morell, 524 F.2d at 555 (<HOLDING>). At the other end of the spectrum, government Options: A. holding sheriff not a prosecutor even though he sat at counsel table with the district attorney B. holding that the appellant therein showed a need for the information which outweighed the privilege the court held this despite the fact that police observed the seller on three separate occasions within the span of 24 hours on each occasion the informant was also an eyewitness the court found of particular significance the fact that the informant was the only civilian witness who actively participated in and witnessed the alleged drug transaction and that the appellant therein produced alibi witnesses at trial C. holding that seating arrangement in which the defendant sat in row behind counsel table did not impair the defendants presumption of innocence D. holding that inducement occurring before the informant was directed or supervised by the government could not support an entrapment defense E. holding government agent to be an arm of the prosecutor where he 1 actively participated in the investigation 2 supervised a confidential informant and 3 sat throughout trial at counsel table with the prosecutors

assistant: The best answer is E. holding government agent to be an arm of the prosecutor where he 1 actively participated in the investigation 2 supervised a confidential informant and 3 sat throughout trial at counsel table with the prosecutors
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 has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to (i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of this Agreement and the Registration Rights Agreement (the “ Transaction Documents ”) by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict with the Buyer’s certificate of organization, operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its partners, shareholders, managers or its members.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has disclosed to Administrative Agent and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement or certificate furnished by or on behalf of any Loan Party to Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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 case excerpt and choose the best holding from the options. Case excerpt: v. Calvert, 452 S.W.2d 580, 583 (Mo.Ct.App.1970); Travelers Indemnity Co. v. Chumbley, 394 S.W.2d 418, 422 (Mo.Ct.App.1965). 44 . Ga.Code Ann. § 44-13-100(a)(l 1)(D) and (E) (2002). 45 . Or.Rev.Stat § 23.160(l)(k) and (1) (2001). 46 . Ohio Rev.Code Ann. § 2329.66(A)(12)(c) and (d) (West 2002). 47 . Ca. Civ. Pro § 704.140 (West 2003). 48 . Minn.Stat. § 550.37.1(22) (West 2002). 49 . Tenn.Code Ann. § 26-2-111(2)(B) and (C) and (3) (2002). 50 . Compare with In re Brooks, 227 B.R. 891, 894 (Bankr.W.D.Mo.1998) (in which this Court found that, "to the extent Mr. or Mrs. Brooks have a valid cause of action against the Brooks Defendants, all or part of the proceeds of any judgment in their favor is exempt”) (emphasis added). 51 . See In re Searcy, 193 B.R. 895, 896-97 (Bankr.W.D.Mo.1996) Options: A. holding that personal injury settlement proceeds are disposable income to the extent that they are not reasonably necessary for the support of the debtors B. holding that in the context of a settlement contract the defrauded party may either 1 rescind the settlement or 2 ratify the settlement retain the proceeds and institute an action to recover fraud damages C. holding that debtors could not exempt under 522d1 proceeds from the prepetition sale of their home D. holding in the absence of definitive state authority under missouri law a cause of action is not exempt unless immune from all types of judicial process E. holding that proceeds of a personal injury settlement are not exempt under missouri law

assistant: The best answer is E. holding that proceeds of a personal injury settlement are not exempt under missouri law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: linkedin reserves the right to restrict , suspend , or terminate your account if linkedin believes that you may be in breach of this contract or law or are misusing the services ( e.g. violating any do and do n'ts ) .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it will nevertheless remain in full force and effect in all other circumstances. This Agreement shall be interpreted strictly in accordance with its terms, to the maximum extent permissible under governing law, and shall not be construed against or in favor of any party, regardless of which party drafted this Agreement or any provision hereof. If any provision of this Agreement is determined to be unenforceable as a matter of governing law, an arbitrator or reviewing court of appropriate jurisdiction shall have the authority to “blue pencil” or otherwise modify such provision so as to render it enforceable while maintaining the parties’ original intent to the maximum extent possible. Each provision of this Agreement is severable from the other provisions hereof, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. For purposes of this Agreement, the connectives “and,” “or,” and “and/or” shall be construed either disjunctively or conjunctively as necessary to bring within the scope of a sentence or clause all subject matter that might otherwise be construed to be outside of its scope.

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 legal provision and list the applicable contract clause categories. Provision: To the Company’s knowledge, the Company and the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “ Intellectual Property ”) , necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; the Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or its Subsidiaries challenging the Company’s or any of its Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or any Subsidiary’s patents, patent applications or proprietary information, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; to the Company’s knowledge no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Company and the Subsidiaries have not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision would result in a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Arizona, 497 U.S. 639, 654, 110 S.Ct. 3047, 111 L.Ed.2d 511 (1990), overruled on other grounds by Ring v. Arizona (Ring II), 536 U.S. 584, 122 S.Ct. 2428, 153 L.Ed.2d 556 (2002). However, this Court’s construction of the statute furnishes sufficient guidance to satisfy Eighth and Fourteenth Amendment concerns. State v. Hampton, 213 Ariz. 167, 176 ¶¶ 35-36, 140 P.3d 950, 959 (2006); see also Tucker, 215 Ariz. at 310 ¶ 28,160 P.3d at 189. Therefore, Womble’s argument on facial vagueness fails. ¶ 37 Womble additionally contends that the (F)(6) aggravator is vague as applied because of the “increased role of the jury in the sentencing process and the abandonment of proportionality review.” We have previously rejected this argument. See Hampton, 213 Ariz. at 176 ¶ 36,140 P.3d at 959 (<HOLDING>). ¶38 Womble further argues that even if the Options: A. holding that the law presumes that the jury will follow the courts instructions B. holding that the f6 aggravator may be constitutionally applied if given substance and specificity by jury instructions that follow this courts constructions C. holding that a jury is presumed to follow a judges instructions D. holding that a jury is presumed to follow the trial courts instructions E. recognizing that this court presumes that juries follow district courts instructions

assistant: The best answer is B. holding that the f6 aggravator may be constitutionally applied if given substance and specificity by jury instructions that follow this courts constructions
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 First Amendment may be executed in as many counterparts as may be convenient, each of which when so executed will be deemed to be an original for all purposes, and all of which will be deemed on and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Common Stock, $0.001 par value per share, of which 53,472,415 shares are issued and outstanding; and (ii) 25,000,000 shares of preferred stock, $0.001 par value per share, of which -0- shares are issued and outstanding; Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 61,300,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

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 case excerpt and choose the best holding from the options. Case excerpt: 1998, the appellant entered into a fee agreement with her counsel, Robert A. Laughlin. That fee agreement includes the following: Robert A. Laughlin shall have the right to claim attorney fees or [sic] expenses, based upon the appeal which is the subject of this Contract, to the full extent that such rights are conferred upon the Client by the [Equal Access to Justice Act, 28 U.S.C. § 2412(d) (EAJA)]. Fee Agreement at 1. This provision is unreasonable and unenforceable because it transfers to the attorney the client’s EAJA rights. See Shaw v. Gober, 10 Vet.App. 498, 506 (1997) (“the law gives the EAJA cause of action and standing to the client[,] ... and the attorney cannot amend the law by bestowing such standing on the attorney”); accord Fritz v. West, 13 Vet.App. 190, 192-93 (1999) (<HOLDING>); In the Matter of the Fee Agreement of Mason, Options: A. holding that when the basis of the earlier suit was that the plaintiff had had defaulted on a promissory note and the claim in the instant action is whether that promissory note was valid the transaction test is met B. holding retroactive application C. holding that where there is a substantial question as to whether the instant eaja application has the appellants authorization appellant must provide a verification that he approves the submission of the instant eaja application D. recognizing district court application of the same rule E. holding that there is no rational reason for the retroactive application of 80173 and the prospective application of 833

assistant: The best answer is C. holding that where there is a substantial question as to whether the instant eaja application has the appellants authorization appellant must provide a verification that he approves the submission of the instant eaja application
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][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts that have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts that have accrued from and after the Effective Date.

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: by presenting evidence indicating “(a) that the stated basis has been applied in a discriminatory manner to employees who have filed workers’ compensation claims, (b) that the stated basis conflicts with express company policy on grounds for discharge, or (c) that the employer has disavowed the stated reason or has otherwise acknowledged its pretextual status.” Aldridge, 854 So.2d at 568. A. Federal-Mogul After a full review of the record, we conclude that the district court erred in granting summary judgment on Boutwell’s claim under Ala.Code § 12-16-8.1 against Federal-Mogul. As an initial matter, Boutwell established a prima fade case by presenting evidence that she was employed by Federal-Mogul and that she was terminated while absent on jury duty. See Norfolk, 740 So.2d at 398 (<HOLDING>). Federal-Mogul counters, as it always has, Options: A. holding that employee established his prima fade ease by showing that he was removed just days after he served on the jury B. holding that depriving an employee of vacation days to which he was entitled would constitute adverse action C. holding that plaintiff could not show that he was disabled because he conceded that he could do his job despite his impairment D. holding that even if employee established prima facie case of retaliation he produced no evidence challenging employers reason for firing him E. holding that defendant was not resident of his mothers household even though his drivers license listed his mothers address and he received mail there because he expressed a belief that his residence was in a different location than his mothers home he rented and occupied his own residence and he testified that he was only living with his mother after expiration of his lease until he could find another place to live

assistant: The best answer is A. holding that employee established his prima fade ease by showing that he was removed just days after he served on the jury
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: recover both liability and UIM benefits under a single insurance policy — is distinguishable from the issue of stacking coverage under separate insurance policies. We know of no case where a Texas court has permitted an injured passenger to obtain both liability and UIM benefits under a single insurance policy, and appellants cite us to no such authority. Moreover, a number of Texas courts have upheld limitations on UM/UIM coverage in recent years without concluding that those limitations contravene public policy. See, e.g., Scarborough v. Employers Casualty Co., 820 S.W.2d 32 (Tex.App. 1991, no writ) (woman injured while, a passenger in her own vehicle precluded from UIM coverage as a matter of law); Berry v. Texas Farm Bureau Mut. Ins. Co., 782 S.W.2d 246 (Tex. App.1989, writ denied) (<HOLDING>); Sims v. Standard Fire Ins. Co., 781 S.W.2d Options: A. holding valid an ownedbutunscheduled restriction in a um policy B. holding named driver exclusion eliminating liability coverage as well as um coverage did not contravene um statute because statute required um coverage only if the claimant otherwise qualifies for liability coverage under the policy C. holding that a divorced parent of a deceased child may chose to recover wrongful death damages under either her um policy or her exhusbands um policy which ever is more favorable but is prohibited by the antistacking statute from recovering under both policies D. holding that when insureds counsel repeatedly mentioned um policy limits and the jury awarded the policy limit there was reversible error E. holding public policy of um statute not violated by exclusion of um coverage for passenger of vehicle driven by excluded driver

assistant: The best answer is A. holding valid an ownedbutunscheduled restriction in a um policy
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: disciplin ary segregation were isolated from other inmates and only permitted approximately 50 minutes a day to exercise and shower. The Court nevertheless held that “[t]he regime to which [the inmate] was subjected ... was within the range of confinement to be normally expected for one serving an indeterminate term of 30 years to life.” Id. at 487, 115 S.Ct. at 2302. Even assuming that the additional deprivations of communal religious services and out-of-cell exercise for 15 days caused the level of Arce’s hardship to exceed the hardship at issue in Sandin, any difference is significantly offset by the relative brevity of Aree’s segregation which was 12 days shorter than the 30 day segregation in Sandin. See Sandin, 515 U.S. at 486, 115 S.Ct. at 2301; see also Frazier, 81 F.3d at 317 (<HOLDING>). Moreover, the 15 day duration without Options: A. recognizing a liberty interest in reasonably safe conditions of confinement B. holding that placement in disciplinary segregation does not implicate a liberty interest because it falls within the terms of confinement ordinarily contemplated by a sentence C. holding that 12 days of prehearing confinement in the shu did not implicate a statecreated liberty interest D. holding that 117 days in administrative segregation due to lack of bed space did not implicate a statecreated liberty interest E. holding that punitive conditions of pretrial confinement implicate due process

assistant: The best answer is C. holding that 12 days of prehearing confinement in the shu did not implicate a statecreated liberty interest
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. Chief Postal Inspector, 973 F.2d 682, 683 (8th Cir.1992) (per curiam). Moreover, Jaegly has identified no similarly situated individual who was treated differently by police, and thus has adduced no evidence of unequal treatment to sustain an equal protection claim. Finally, to the extent that Jaegly claims that his request pursuant to New York’s Freedom of Information Law (“FOIL”) was improperly denied, he did not appeal the denial of access to any records via an Article 78 proceeding, and thus has failed to state a violation of his constitutional rights. See N.Y. Pub. Off. § 89(4)(b) (providing that a person may appeal the denial of access to a record via an Article 78 proceeding); Hellenic Am. Neighborhood Action Comm. v. City of New York, 101 F.3d 877, 880-81 (2d Cir. 1996) (<HOLDING>). To the extent that Jaegly claims that Officer Options: A. holding that deprivation of property does not violate due process if a meaningful postdeprivation remedy is available and explaining that state tort actions are meaningful postdeprivation remedies B. holding that due process is not violated when a state employee intentionally deprives an individual of property or liberty so long as the state provides a meaningful postdeprivation remedy such as an article 78 proceeding C. holding that postdeprivation tort remedy constitutes all the process that is due for unauthorized negligent and intentional torts by state officials D. holding that theft by prison guards does not violate due process when postdeprivation remedy exists E. holding that meaningful postdeprivation hearing is sufficient to remedy unauthorized intentional deprivations of inmates property

assistant: The best answer is B. holding that due process is not violated when a state employee intentionally deprives an individual of property or liberty so long as the state provides a meaningful postdeprivation remedy such as an article 78 proceeding
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 unilaterally determine the date and thus might have an incentive for manipulation. Plaintiff itself cites a number of cases holding that a party’s mail room or internal filing policies should not control the date when a letter is deemed to have been received. E.g., Kasler/Continental Heller/Fruin Colnon v. United States, 9 Cl.Ct. 187, 189 (1985); Alpine v. United States, 19 Cl.Ct. 802 (1990). The court’s interpretation of the term “notify” as issuance in this case rather than receipt is consistent with that of the Boards of Contract Appeals, which have found 41 U.S.C. § 605(c)(2)(B) notification letters to be timely even when issued very late in the 60-day period, and not received at all within that period. See John C. Grimberg Co., (1991 ASBCA) 91-3 BCA 1124, 074, 1991 WL 128196 (<HOLDING>); Defense Systems Company, Inc., (1997 ASBCA) Options: A. holding that a bankruptcy rule equivalent to rule 6a ala r civ p should be construed to give the benefit of extending the deadline for submission to the day after the holiday regardless of whether the deadline is expressed as the last day of a period of days or as a date certain B. holding that a notification letter issued and dated one day before the deadline was timely without reference to when it was received C. holding that a complaint that a report was not timely served was not subject to the twentyone day deadline to object to the sufficiency of a report under former section 74351a D. holding that a telephone request to the court for a continuance the day before the trial was to start was a nullity E. holding that the plain language of rule 6a of the federal rules of civil procedure which authorizes the extension of a deadline where the deadline expires on a saturday sunday or legal holiday is limited to situations where periods of time must be computed and therefore class settlement optout forms that were postmarked on the first business day after the courtordered saturday deadline were not timely filed

assistant: The best answer is B. holding that a notification letter issued and dated one day before the deadline was timely without reference to when it was received
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: available to value and distribute such benefits. There are three general approaches to address the problems of valuation and distribution of pension benefits: (1) the present value method, also called the immediate offset method; (2) the present division method of deferred distribution; and (3) the reserved jurisdiction method of deferred distribution. First, the present value or immediate offset approach “ ‘requires the court to determine the present value of the pension benefits, decide the portion to which the nonemployee spouse is entitled, and award other property to the nonemployee spouse as an offset to the pension benefits to which he or she is otherwise enti tled.’ 3 Family Law and Practice, supra, § 36.13 [3], p. 36-72; see In re Marriage of Brown, supra, 15 Cal. 3d 848 (<HOLDING>); In re Marriage of Grubb, supra, 745 P.2d 666 Options: A. holding that the bureau of prisonss method for calculating good time credits was a reasonable interpretation of the statute in part because the plaintiffs contrary method would result in a windfall to prisoners that congress did not intend B. recognizing offset method C. recognizing this method D. holding it is within the trial courts discretion to choose on a casebycase basis the method although expressly rejecting the reserved jurisdiction method E. recognizing this method of submission

assistant: The best answer is B. recognizing offset method
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 pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Company in performance of the Executive’s duties pursuant to this Agreement, and in accordance with the Company’s employment policies; provided, that the Executive must prepare and submit expense reports with respect to such expenses in accordance with the Company’s policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as Lender, in its sole discretion, may reasonably request, that (A) Borrower is not and does not maintain an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (B) Borrower is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true: (i) equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. §2510.3‑101(b)(2); (ii) less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3‑101(f)(2); or (iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3‑101(c) or (e).

assistant: Erisa
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: On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers at the Closing, severally and not jointly, agree to purchase, a number of Shares resulting in a minimum of $2,000,000 in aggregate Subscription Amount (the “ Minimum Offering Amount ”). At the Closing, each Purchaser shall deliver to the Company or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser such number of Shares as set forth across from such Purchaser’s name on Exhibit A hereto. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 , the Closing will occur on the date of this Agreement by e lectronic exchange of documents , or on such other date or manner as the parties may otherwise mutually agree.

assistant: Closings