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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the third-party suppliers providing hotel or vacation rental property information , travel or other services on this website are independent contractors and not agents or employees of the tripadvisor media group companies .

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 will become effective only if it is fully executed on or before July 28, 2016, and, if it is fully executed on or before that date, the date of execution will be the Effective Date of the Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Unless previously terminated, each Lender’s Commitment shall terminate immediately and without further action upon the earliest of (x) the Closing Date after giving effect to the funding of such Lender’s Loans on such date, (y) the Termination Date and (z) the termination of the MWI Acquisition Agreement in accordance with its terms without the closing of the MWI Acquisition.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent from time to time (which shall promptly furnish a copy to the Lenders), which shall upon disclosure be deemed a supplement to Schedule 7.14 , neither the Borrower nor any other Credit Party has any subsidiaries (other than subsidiaries of Unrestricted Subsidiaries). Neither Parent Guarantor nor the Borrower has any Foreign Subsidiaries. Schedule 7.14 identifies, as of the Effective Date, each subsidiary listed thereon as either a Restricted Subsidiary, Unrestricted Subsidiary or Unrestricted Parent Entity, and each Restricted Subsidiary on such schedule is wholly-owned by the Borrower or another Restricted Subsidiary. As of the Effective Date, Schedule 7.14 sets forth each Person (other than a subsidiary) in which Parent Guarantor, the Borrower or a Restricted Subsidiary owns Equity Interests and the percentage of all Equity Interests in such Person owned by Parent Guarantor, the Borrower or such Restricted Subsidiary.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The term of this Sublease shall commence on the Commencement Date and shall expire on September 16, 2024 (the “ Expiration Date ”), unless sooner terminated pursuant to any provision herein (the “ Term ”). The “ Commencement Date ” shall be the later to occur of (i) January 1, 2019 (the “ Target Commencement Date ”), (ii) the date upon which Sublandlord delivers possession of the Premises to Subtenant in the condition required herein and (iii) the date Master Landlord provides its consent to this Sublease under Section 26 of the Master Lease and Section 3 hereof (“ Master Landlord’s Consent ”). In the event that delivery of the Premises is delayed or the Commencement Date otherwise does not occur on the Target Commencement Date, this Sublease shall not be void or voidable (or terminable by Subtenant), the Term of this Sublease shall not be extended, and Sublandlord shall not be liable to Subtenant for any loss or damage resulting from such delay or from the failure of the delivery of possession of the Premises to occur on any particular date. Notwithstanding, if the Commencement Date does not occur by June 1, 2019, Subtenant may terminate this Sublease by written notice to Sublandlord and in such event neither party shall have any obligations to the other party under this Sublease, except that Sublandlord shall refund to Subtenant any Base Rent, Security Deposit or other monies paid by Subtenant to Sublandlord under Section 4 and 6 (or return the letter of credit required to be delivered by Subtenant to Sublandlord in substitution for the Security Deposit under Section 6 , as applicable). Promptly following the Commencement Date, Sublandlord and Subtenant shall enter into a Confirmation of Commencement Date Agreement substantially in the form of Exhibit B attached hereto confirming the Commencement Date. Subtenant shall not have any right to extend the Term, notwithstanding Sublandlord’s rights under Section 2.2 of the Master Lease.

assistant: Terms
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: Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Participant shall be addressed to Participant at the most recent physical or email address for Participant listed in the Company’s personnel records. By a notice given pursuant to this Section 4.3, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither Seller nor any of its ERISA Affiliates sponsors, maintains, contributes to, or has within the immediately preceding five calendar years sponsored, maintained or contributed to, any Plans or Multiemployer Plans, the liability for which could reasonably be expected in the aggregate to result in a Material Adverse Effect.

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: (j) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates. Accrued commitment fees shall be payable in arrears within 15 days after the last day of each March, June, September and December and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

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 legal provision and list the applicable contract clause categories. Provision: The Borrower hereby irrevocably submits to the non‑exclusive jurisdiction of any Ohio state or federal court sitting in Cleveland, Ohio, over any action or proceeding arising out of or relating to this Agreement, the Obligations or any other Related Writing (except as otherwise set forth in any Loan Document executed by a Foreign Subsidiary), and the Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Ohio state or federal court. The Borrower, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON CONVENIENS or otherwise. The Borrower agrees that a final, non‑appealable judgment in any such action 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.

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 legal provision and list the applicable contract clause categories. Provision: The Ceding Company and the Reinsurer shall cooperate with each other in order to accomplish the objectives of this Agreement by furnishing additional information and executing and delivering any additional documents as may be reasonably requested by the other to further perfect or evidence the consummation of, or otherwise implement, any transaction contemplated by this Agreement or the other Transaction Agreements, or to aid in the preparation of any required regulatory filing or financial statement; provided , however , that any such additional documents must be reasonably satisfactory to each Party and not impose upon either Party any material liability, risk, obligation, loss, cost or expense not contemplated by this Agreement or the other Transaction Agreements.

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: Id. at 526, 104 S.Ct. 3194 (emphasis added). In reaching this conclusion, the Hudson Court cited Bell with approval and at no point overruled Bell’s holding or analysis. Moreover, Hudson does not stand alone. It is one of a pair of opinions issued the same day on the constitutionality of cell searches. In the other case, Block v. Rutherford, 468 U.S. 576, 1 2 (6th Cir.1988) (ruling Hudson inapplicable in a strip search case because it “dealt with the search of a cell as opposed to the search of an individual”); Forbes v. Trigg, 976 F.2d 308, 312 (7th Cir.1992) (stating that “prison inmates retain protected privacy rights in their bodies, although these rights do not extend to their surroundings” and citing Hudson and Bell); Thompson v. Souza, 111 F.3d 694, 699 (9th Cir.1997) (<HOLDING>); Dunn v. White, 880 F.2d 1188, 1191 (10th Cir. Options: A. holding that even after hudson the prisoners privacy interest in the integrity of his own person is still preserved under bell B. holding that hudson overruled bells assumption and abrogated convicted prisoners fourth amendment rights C. holding that government has obligation to provide for health needs of incarcerated prisoners D. holding that governments asserted interest in protecting the privacy of arrestees is substantial under central hudson E. holding that incarcerated prisoners have fourth amendmentprotected privacy interests after hudson and despite hudsons broad language

assistant: The best answer is E. holding that incarcerated prisoners have fourth amendmentprotected privacy interests after hudson and despite hudsons broad language
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 instant Amended Motion.” 3 . In their motion, the Mestres did not address why the earlier orders granting Bank leave to amend were not "procedurally binding.” 4 . In limited circumstances, a party may recover attorney's fees pursuant to a contract even though the contract is later rescinded by the court. See, e.g., Katz v. Van Der Noord, 546 So.2d 1047, 1049 (Fla. 1989); Bus. Aide Computers, Inc. v. Cent. Fla. Mack Trucks, Inc., 432 So.2d 681, 682 (Fla. 5th DCA 1983) (finding a choice of law provision in a contract applicable even though the appellee claimed the contract was fraudulently induced). However, in the instant case, these circumstances do not apply because, based on the trial court’s finding, no contract ever existed. See David v. Richman, 568 So.2d 922, 923 (Fla.1990) (<HOLDING>). 5 . Bank was not the original lender. 6 . The Options: A. holding that a party is precluded from claiming attorneys fees under a contract which has been found to have never existed B. holding party should have segregated attorneys fees for fraud claim from attorneys fees for contract claim based largely on the difference between the essential elements of each claim C. holding award of attorneys fees to party prevailing on contract claim is mandatory under section 38001 if there is proof of the reasonableness of the fees D. holding that no reason existed to create a uniform national rule in admiralty where the case concerned attorneys fees and whether the contractual provision which provided for attorneys fees should allow a party to recover attorneys fees where it succeeded on all but one minor issue E. holding that a party may recover attorneys fees under section 38001 only if the party prevails on a cause of action for which attorneys fees are available and recovers damages

assistant: The best answer is A. holding that a party is precluded from claiming attorneys fees under a contract which has been found to have never existed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: For the avoidance of doubt, it is acknowledged that the Holder shall be entitled to the benefit of all adjustments as a result of any splits, recapitalizations, combinations or other similar transaction affecting the Conversion Units that occur prior to the conversion of the Note.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Sec. Fire & Cos. Co. v. Vintson, 454 So.2d 942, 946 (Ala.1984); South Cent. Bell Tel. Co. v. Branum, 568 So.2d 795, 798-99 (Ala.1990). 3 . Even so, in Sterchi Bros. Stores, this Court recognized that this rule is subject to certain exceptions. For example, "one who delivers an article ... that may become dangerous without repair and which work he contracted to do, ... is liable for the injury reasonably to be contemplated, and that is likely to result in its use, and which does, in fact, result from such negligent failure ... to any other who is not himself at fault." 236 Ala. at 352, 182 So. at 477. 4 . Neither party argues that a mobile home is not a product, and we express no opinion on that issue. But see Foremost Ins. Co. v. Indies House, Inc., 602 So.2d 380, 382 (Ala.1992) (<HOLDING>); see also Bell v. T.R. Miller Mill Co., 768 Options: A. holding that an assembler of a mobile home is deemed to be a manufacturer of a finished product that is the mobile home for purposes of determining the applicability of the affirmative causalrelation defense under the aemld B. holding that despite moving mobile homes onto the property a mobile home park was not in operation since regulations required permits to operate such a park and the property owner had not applied for such permits C. holding that the antimodification provision of 11 usc 1322b is applicable to a mobile home irrespective of whether the home is attached to the real property on which it sits D. holding that the doorway of the home is a public place for purposes of the warrant requirement of the fourth amendment E. holding that prohibition of any kind of mobile home included doublewide manufactured home which was finished out with foundation skirt and added porches by concluding difference in nomenclature did not alter intention of framers of restrictive covenants saying that it is bigger better and more expensive than the great majority of the mobile homes of 1967 does not alter its character

assistant: The best answer is A. holding that an assembler of a mobile home is deemed to be a manufacturer of a finished product that is the mobile home for purposes of determining the applicability of the affirmative causalrelation defense under the aemld
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 this Agreement, unless a clear contrary intention appears, (a) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (b) reference to any Article or Section, means such Article or Section hereof; and (c) the word "including" (and with correlative meaning "include") means including, without limiting the generality of any description preceding such term.

assistant: Interpretations
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 terms and subject to the conditions of this Agreement, immediately upon the execution of this Agreement, the Cancellation Transaction shall be deemed to be consummated. Each party hereto acknowledges receipt of the consideration set for in the Recitals above as to be received by such party. Upon the execution of this Agreement, Releasee and Releasor shall cause the assignment and transfer of all the EVG Membership Interest from Releasee to Releasor by the execution of the Assignment (the “Assignment”), as set forth in Exhibit A-1, attached hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Grantor hereby indemnifies and holds Beneficiary (which shall include the directors, officers, partners, employees, representatives and agents of Beneficiary and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Beneficiary) harmless from all liability, damage or expense imposed on or incurred by Beneficiary from any claims under the Leases, including, without limitation, any claims by Grantor with respect to payments of Rents made directly to Beneficiary after Default and claims by any tenant for security deposits or for rental payments more than one (1) month in advance and not delivered to Beneficiary. All amounts indemnified against hereunder, including, without limitation, attorneys’ fees, if paid by Beneficiary shall bear interest at the maximum lawful rate and shall be payable by Grantor in accordance with Section 1.01 hereof. The foregoing indemnities shall not terminate upon the foreclosure, release or other termination of this Deed of Trust but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the repayment of the Obligation and the discharge and release of this Deed of Trust and the other Loan Documents.

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: Except for the litigation disclosed under the headings “Environmental Matters” and “Warranty Liability” in Allegion plc’s 2016 Form 10-K, there is no action, suit or proceeding pending against, or to the knowledge of any Borrower threatened against or affecting the Borrowers or any of their respective Subsidiaries before any court or arbitrator or any Governmental Authority or governmental official in which there is a reasonable possibility of an adverse decision that (i) could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) in any manner draws into question the validity of this Agreement or the Notes.

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: (2007), which requires a showing of medical necessity. Here, the employer and carrier never contested the medical necessity of the referral, and the uncontradicted evidence was that claimant’s authorized medical care provider made repeated recommendations for an orthopedic evaluation. Claimant’s doctor testified that the compensable accident was the major contributing cause of the need for the evaluation, and that the purpose of the evaluation was to determine whether claimant’s ongoing symptoms were related to his injury — or at least to determine whether there was an objective basis for claimant’s symptoms. In such circumstances, this court has held a claimant is entitled to an evaluation. See Grainger v. Indian River Transport/Zurich U.S., 869 So.2d 1269, 1271 (Fla. 1st DCA 2004) (<HOLDING>). Because the judge erroneously denied Options: A. holding that records of students evaluation by school psychologist were not subject to the psychologistpatient privilege because the student and his mother did not expect the communications to remain confidential and because the purpose of the interview was to assess the students need for special education services not for the purpose of treatment or counseling B. recognizing a breachofduty action by an employee against a workers compensation carrier even though the carrier issued its policy to the employer C. holding that the judge of compensation claims erred by not requiring the employer and carrier to pay for an evaluation to determine the etiology of claimants medical problem and that it is the purpose of the evaluation not its result that determines its compensability D. holding if a workers compensation carrier denies liability for medical expenses of its insured the nofault carrier is bound promptly to pay benefits concerning such expenses under its policy E. holding that where the board had already made the necessary factual evaluation underlying the legal standard to be applied it then becomes the courts responsibility to conduct an independent review of the record to determine whether the boards findings were supported by substantial evidence

assistant: The best answer is C. holding that the judge of compensation claims erred by not requiring the employer and carrier to pay for an evaluation to determine the etiology of claimants medical problem and that it is the purpose of the evaluation not its result that determines its compensability
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: None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the Credit Agreement. No consent of any Hedge Bank or any Cash Management Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any waiver, amendment, supplement or other modification to this Agreement.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if oculus makes changes to these terms , we will provide notice of such changes as appropriate , such as by sending an email notification to the address that you have provided , providing notice through the services and/or updating the `` last updated '' date at the top of these terms .

assistant: Unilateral change
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 used in this Agreement, unless the context otherwise requires: (23) the terms defined herein will have the meanings set forth herein for all purposes; (23) references to “Section” are to a section hereof; (23) “include,” “includes” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import; (23) “writing,” “written” and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form; (23) “hereof,” “herein,” “hereunder” and comparable terms refer to the entirety of this Agreement and not to any particular section or other subdivision hereof or attachment hereto; (23) references to any gender include references to all genders; and (23) references to any agreement or other instrument or statute or regulation are referred to as amended or supplemented from time to time (and, in the case of a statute or regulation, to any successor provision).

assistant: Construction
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: or (3) a verbal claim of nationality or registry by the master or individual in charge of the vessel. 46 U.S.C. § 70502(e). 4 . “Jurisdiction” in this context refers to the enforcement reach of the statute — not federal court subject-matter jurisdiction, which extends to any federal felony. United States v. González, 311 F.3d 440, 443 (1st Cir.2002), cert. denied, 540 U.S. 826, 124 S.Ct. 47, 157 L.Ed.2d 49 (2003). That reach was limited by Congress to minimize conflict with foreign nations who might also assert rights to regulate. See United States v. Vilches-Navarrete, 523 F.3d 1, 22 (1st Cir.) (separate opinion of Lynch & Howard, JJ.), cert. denied, -U.S. -, 129 S.Ct. 208, 172 L.Ed.2d 168 (2008). 5 . See Vilches-Navarrete, 523 F.3d at 20-22 (separate opinion of Lynch & Howard, JJ.) (<HOLDING>); accord United States v. Tinoco 304 F.3d 1088, Options: A. holding that the improper appointment of a judge to a case deprived the court of jurisdiction to rule on any motions pending before that judge the orders entered by that judge were entered without jurisdiction of the court and were thus void B. holding it constitutional for congress to allocate jurisdiction question to the judge C. holding it is a question of fact D. holding that it was error for the trial judge to answer a jurys question without giving defendants counsel an opportunity to be heard before the trial judge responded E. holding that it was not reversible error to fail to answer the jurys question where the trial judge was presiding over closing arguments in a codefendants case when the question was asked and the jury reached a result before the judge could confer with the parties

assistant: The best answer is B. holding it constitutional for congress to allocate jurisdiction question to the judge
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 or the application of any such provision to any person, entity, or circumstance is held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other persons, entities, or circumstances and, to the extent permissible under applicable law, any such invalid, illegal, or unenforceable provision shall be deemed amended lawfully to conform with the intent of the Parties and Payor.

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: under the "best evidence” rule did so because the proponent of the pivotal evidence was attempting to admit secondary evidence to prove a specific term or content or because the proponent had destroyed a specific portion of a contract. See, e.g., Cartier v. Jackson, 59 F.3d 1046, 1048-49 (10th Cir.1995) (finding the plaintiff in a copyright action could not rely on secondary evidence to prove what is "best” evidenced through the actual demo tapes of the songs claimed to be copyrighted); Seiler v. Lucasfilm, Ltd., 808 F.2d 1316, 1319 (9th Cir.1986) (plaintiffs drawings in a copyright infringement case were the best evidence of alleged infringement), cert. denied, 484 U.S. 826, 108 S.Ct. 92, 98 L.Ed.2d 53 (1987); Sylvania Elec. Prod., Inc. v. Flanagan, 352 F.2d 1005, 1008 (1st Cir.1965) (<HOLDING>); Consolidated Coke Co. v. Comm'r of Internal Options: A. holding that prior positive performance evaluations are not dispositive as to whether the employer was satisfied with the employees performance by the time of the termination B. holding that the defendant could not show deficient performance if the evidence the defendant claims counsel should have sought to exclude was admissible C. holding that an action for specific performance lies in equity D. holding inadmissible secondary evidence of truck hour records where the best evidence of the plaintiffs performance of work for which he sought recovery were tally sheets made for the specific purpose of recording such performance E. holding as a matter of law that mere fact that a contract definite in material respects contains some terms which are subject to further negotiation will not bar a decree for specific performance if in the courts discretion specific performance should be granted

assistant: The best answer is D. holding inadmissible secondary evidence of truck hour records where the best evidence of the plaintiffs performance of work for which he sought recovery were tally sheets made for the specific purpose of recording such performance
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: Seller is not Insolvent and Seller has committed no an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition in bankruptcy filed against it, filed a petition or undertaken any action proceeding to be declared bankrupt, to liquidate its assets or to be dissolved. The Contemplated Transactions will not cause the Seller to become Insolvent or to be unable to satisfy and pay its debts and obligations generally as they come due.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and the other Loan Documents (i) are valid, binding and enforceable against the Borrower and the Bank in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof; and (iii) are the final expression of the intentions of the Borrower and the Bank. No promises, either expressed or implied, exist between the Borrower and the Bank, unless contained herein or therein. This Agreement, together with the other Loan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents are the result of negotiations among the Bank, the Borrower and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties. Accordingly, this Agreement and the other Loan Documents shall not be construed more strictly against the Bank merely because of the Bank's involvement in their preparation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 7261. The Court reviews the Secretary’s interpretation of law de novo. See Hatch, supra. After reviewing the Secretary’s analysis of the rating schedule with regard to tinnitus, the Court concludes that he failed to take account of a basic canon of construction, specifically, to look to the plain text of the regulation. “The basic principles that apply to construing statutes apply equally to construing regulations. ‘The starting point in interpreting a statute is its language.’ ” Otero-Castro, supra (quoting Good Samaritan Hosp. v. Shalala, 508 U.S. 402, 409, 113 S.Ct. 2151, 124 L.Ed.2d 368 (1993)) (internal citations omitted). Here, the Secretary’s interpre tation cannot stand because it conflicts with the plain meaning of the regulation. See DeLuca v. Brown, 8 Vet.App 202, 207 (1995) (<HOLDING>) (citing Combee v. Principi, 4 Vet.App 78, 91 Options: A. holding that bias interpretation of immigration law is entitled to deference except where the interpretation is clearly contrary to the plain and sensible meaning of the statute B. holding that a secretarys interpretation of a departments regulation is controlling unless plainly erroneous or inconsistent with the regulation C. holding interpretation may not be inconsistent with regulation D. holding that where a regulation could not fairly be read to have spoken at all on an issue an agencys proposed interpretation of the regulation as it pertained to that issue was not a reasonable interpretation of the regulation E. holding that interpretation of regulation by va that conflicted with plain meaning of regulation not entitled to deference

assistant: The best answer is E. holding that interpretation of regulation by va that conflicted with plain meaning of regulation not entitled to deference
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 closing of the Warrant Purchase shall occur contemporaneously with the closing of the IPO (the “ Closing ”) at the offices of Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, New York 10005. At the Closing, TPB shall pay to each Holder such Holder’s Purchase Price by wire transfer of immediately available funds to the account designated in writing by such Holder to TPB at least three business days prior to the date of such Closing, and such Holder shall deliver to TPB at the Closing the certificate or certificates representing such Warrants together with an instrument of transfer (substantially in the form attached to the Warrant Agreement) duly endorsed in blank.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: such user content submitted by you or others need not , however , be maintained on the service by us for any period of time and you will not have the right , once submitted , to access , archive , maintain , or otherwise use such user content on the service .

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: The execution, delivery and performance by each Loan Party of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except (i) those as have been obtained or made and are in full force and effect and (ii) filings necessary to perfect and maintain the perfection of the Liens created by the Collateral Documents, (b) will not violate the Organization Documents of any Loan Party or any Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a default under any Material Agreement or indenture, agreement or other instrument constituting material Indebtedness binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan Documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All computations of interest for Base Rate Loans in respect of which the rate of interest is calculated on the basis of the 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 2.12(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: that Mr. Tompkins was aware of smoking risks since the 1950s when his wife began urging him to quit. A manufacturer has a duty to warn “the appropriate audience of all potential dangers of which it, through the exercise of reasonable care, knows or should know.” Ellis v. Cardiac Pacemakers, Inc., No. 96-CV-0535E(F), 1998 WL 401682, at *5 (W.D.N.Y. Jul.17, 1998). Yet there is no duty to warn consumers of “obvious risks and dangers,” which is defined to mean “those risks and dangers which could have been or should have been appreciated by the user or that can be recognized as a matter of common sense.” Pigliavento v. Tyler Equip. Corp., 248 A.D.2d 840, 842, 669 N.Y.S.2d 747 (3d Dep’t 1998); see also Liriano v. Hobart Corp., 92 N.Y.2d 232, 241, 677 N.Y.S.2d 764, 700 N.E.2d 303 (1998) (<HOLDING>); Butler v. Interlake Corp., 244 A.D.2d 913, Options: A. holding that the airline had no duty to warn passengers of the potential hazards of flying with a head cold B. holding that no duty to warn exists when hazards are known through general knowledge C. holding that such a duty exists D. holding that no legal duty exists to warn of the health risks of alcohol consumption because such risks are common knowledge E. holding a duty to warn arises only when the potential victim is known and foreseeable

assistant: The best answer is B. holding that no duty to warn exists when hazards are known through general knowledge
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: stated that motions to amend pleadings “shall be due on or before July 16, 2001.” On July 16, 2001, an attorney appearance was filed by new counsel for the plaintiff along with the plaintiffs motion for leave to file an amended complaint. Further, the defendant filed a motion to enlarge the time period for discovery in the case on November 27, 2001. The plaintiffs motion for leave to file an amended complaint is presently before the court. For the reasons that follow, the court will grant the plaintiffs motion. III. ANALYSIS A. Legal Standard for a Motion to Amend Under Federal Rule of Civil Procedure 15(a), leave to amend a complaint “shall be freely given when justice so requires.” See Fed.R.Civ.P. 15(a); see also Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962) (<HOLDING>). A motion for leave to amend should not be Options: A. holding that absent a timely postjudgment motion the trial court has no jurisdiction to alter amend or vacate a final judgment B. holding that dismissal with leave to amend should be granted even if no request to amend was made C. holding that a plaintiff should be allowed to amend the complaint to add a claim D. holding that a plaintiff should be allowed to vacate a judgment and amend the complaint to proceed under a new legal theory E. holding that dismissal of a complaint for insufficient jurisdictional allegations should be without prejudice to amend

assistant: The best answer is D. holding that a plaintiff should be allowed to vacate a judgment and amend the complaint to proceed under a new legal theory
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 September 5 hearing was insufficient. While the State explained that the crime lab reports were pending based on the analysis of the clothing found at Defendant’s apartment, there was no explanation for the lab’s four-month delay. Officer Campbell also briefly explained the substation was somewhat disorganized because of the “Big I” construction, but he did not elaborate on why this would delay the report. Without providing a record to better explain the delay, the State has failed to meet its burden of persuasion. On balance, we find the State was negligent in failing to provide discovery before mid-September. Therefore, this delay, and the resulting continuance on October 4, 2000, weigh heavily against the State. See Tortolito, 1997-NMCA-128, ¶¶ 12-13, 124 N.M. 368, 950 P.2d 811 (<HOLDING>). {20} On the other hand, the failure to Options: A. holding phrase based upon or attributable to is not ambiguous and rejecting secondary suit construction B. holding that such claims however cannot be brought directly against the state or a state agency but only against state officials in their official capacities C. holding a suit against an agency of the state is a suit against the state D. holding unreasonable delays attributable to the states negligence or willfully oppressive conduct in dna testing weigh heavily against the state whereas delays attributable to the labs normal priorities and procedure weigh less heavily against the state E. holding that comparable provision 502b6 does not literally apply to limit claims of landlord against guarantordebt or and that equities weigh against limiting claim

assistant: The best answer is D. holding unreasonable delays attributable to the states negligence or willfully oppressive conduct in dna testing weigh heavily against the state whereas delays attributable to the labs normal priorities and procedure weigh less heavily against the state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to favor veterans over nonveterans in the hiring process. These CMS procedures require that the employing agency interview and consider veterans of a given category before nonveterans of the same category; that the employing agency request CMS approval before selecting a nonveteran over available veterans; and that veterans, upon request, receive a written explanation of the reasons why another candidate was selected. The Commission argues that these procedures satisfy section 8b.7(f) in that they reflect a reasonable interpretation of the veteran’s preference provision. The appellate court held that CMS’s failure to record these procedures in the administrative code renders them invalid. See 5 ILCS 100/1 — 70 (West 1992); Senn Park Nursing Center v. Miller, 104 Ill. 2d 169,181 (1984) (<HOLDING>). Our interpretation of section 8b.7(f), Options: A. holding that pro se litigants must follow the kentucky rules of civil procedure B. holding that an ineffective grievance procedure bars employers defense based on that procedure C. holding that judicial review of final agency action under the administrative procedure act provides the proper procedure to challenge the sufficiency of an eis D. holding that when the administrative procedure is not empowered to achieve the end sought in the legal action the procedure is unavailable because it cannot accomplish the purpose of the legal action E. holding that when an agency fails to follow the proper procedure under the illinois administrative procedure act for the adoption of rules the rule is invalid

assistant: The best answer is E. holding that when an agency fails to follow the proper procedure under the illinois administrative procedure act for the adoption of rules the rule is invalid