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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: properly consider the Handbook as it was incorporated by reference in the complaint and attached as an exhibit to the first amended complaint. III. Analysis In the District of Columbia, all employment is at-will “unless a contrary contractual intent is clearly expressed!.]” Turner v. Fed. Express Corp., 539 F.Supp.2d 404, 410 (D.D.C.2008), citing Green v. Bowne of N.Y., LLC, 2002 U.S. Dist. LEXIS, at *1-2 (D.D.C. Sept. 5, 2002) (internal citations omitted). Even if the employer has provided its employees with an employee handbook, the handbook is not enforceable as an employment contract if it disclaims the establishment of contractual obligations and explicitly provides that employment may be terminated at-will. Futrell v. Dep’t of Labor Fed. Credit Union, 816 A.2d 793, 806 (D.C.2003) (<HOLDING>); Boulton v. Inst. of Int’l Educ., 808 A.2d Options: A. recognizing that the legislature can create statutory exceptions to atwill employment B. holding that employee handbook did not give rise to implied contract where it stated that it was not a contract and that employment was terminable at will C. holding that language in employee handbook stating that it was not to be considered as creating terms and conditions of an employment contract and that the employment relationship was employment atwill was sufficiently explicit to preclude the creation of implied contractual obligations as a matter of law D. holding that a disclaimer setting forth policies for general guidance only which stated that it did not create a binding contract and that the employee could be terminated without notice and at will at any time for any reason unambiguously provided that employment was atwill E. holding that employee guidebook did not create an implied employment contract as it contained a clearlystated boldfaced disclaimer and statement that employment was atwill

assistant: The best answer is E. holding that employee guidebook did not create an implied employment contract as it contained a clearlystated boldfaced disclaimer and statement that employment was atwill
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, commissions and other amounts) to [the][each] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Assignee for amounts which 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: at 467. The Court explained that such a result would be inconsistent with “[t]he responsibility for decision ... placed on the Board” by 29 U.S.C. § 160(c). 340 U.S. at 492, 71 S.Ct. at 467. Rather, the Court concluded that when the NLRB and an AU disagree, federal courts should determine whether the NLRB’s decision is supported by substantial evidence. Id. at 496, 71 S.Ct. at 469. The fact that the NLRB and the AU have reached different conclusions does not modify the “substantial evidence” standard, but rather is simply one factor to be considered in determing whether this standard has been satisfied. Id. Universal Camera has been applied in circumstances closely analogous to the present situation. See, e.g., Jackson v. Veterans Administration, 768 F.2d 1325, 1329-31 (Fed.Cir.1985) (<HOLDING>) (emphasis in original); WHW Enterprises, Inc. Options: A. holding that boards failure to comply with precise requirement of city ordinance did not render its decision void where transcript of proceedings before board was sufficient to assure meaningful review of boards decision B. holding that the boards statement of reasons or bases must be adequate to enable a claimant to under stand the precise basis for the boards decision as well as to facilitate review in this court C. holding that because pennsylvania law limited a state courts review of a zoning boards decision to the issue whether the boards determinations were supported by substantial evidence the rookerfeldman doctrine did not prevent the plaintiffs from filing a federal action claiming that the zoning board had engaged in disability discrimination following a state courts review of the boards determinations D. holding that the fact that the merit systems protection boards decision differs from the presiding officials does not alter the requirement that we evaluate the boards final decision under the substantial evidence standard E. holding that the findings of fact conclusions of law and decision signed by the school boards president constituted the decision of the board

assistant: The best answer is D. holding that the fact that the merit systems protection boards decision differs from the presiding officials does not alter the requirement that we evaluate the boards final decision under the substantial evidence standard
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 Seller is duly incorporated and validly existing in good standing under the laws of the State of New York. The Seller has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it is required to so qualify or register and where the failure to be so qualified is reasonably likely to have a Material Adverse Effect upon the Buyer, and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.

assistant: Organizations
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: be employed as a deadly weapon.”). We concluded, “[F]ire is a thing which, in the manner of its use or intended use, is capable of causing death or serious bodily injury.” Chambers, 2006 WL 3751419, at *1. The Dallas Court of Appeals in Taylor reached the same conclusion. See Taylor, 735 S.W.2d at 949. We adopt the reasoning found in Chambers and Taylor. We note that Penal Code section 1.07(17) does not limit what can be a deadly weapon to solid objects. See Tex. Penal Code Ann. § 1.07(17)(A), (B). Nor does it require that a deadly weapon possesses any particular trait or characteristic other than its capacity to cause death or serious bodily injury. See id.; see also Mixon v. State, 781 S.W.2d 345, 346-47 (Tex.App.-Houston [14th Dist.] 1989), aff'd, 804 S.W.2d 107 (Tex.Crim.App.1991) (<HOLDING>). Turning to the statutory definition of deadly Options: A. holding in case in which defendant pleaded guilty to aggravated assault with a deadly weapon that same conduct could be used as element of offense and also serve as basis for deadly weapon finding B. holding that pencil was deadly weapon C. holding hand can be deadly weapon D. recognizing that deadly weapon finding may be made even when weapon used is unknown E. holding floor can be used as deadly weapon

assistant: The best answer is D. recognizing that deadly weapon finding may be made even when weapon used is unknown
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 larger product. Thus, cases involving the applicability of strict liability to a component manufacturer implicate concerns not necessarily applicable to questions of strict liability generally. Further, some of the cases cited by Symmetry did not deal with circumstances sufficiently analogous to be helpful. See Weggen v. Elwell-Parker Elec. Co., 510 F.Supp. 252, 255 (S.D. Iowa 1981) (addressing an employer’s responsibility to indemnify a contractor and the employer’s right to receive reimbursement of workmen’s compensation payments paid to employee injured as a result of a product manufactured by defendant to the specifications of employer); Hunt, 23 Ill.Dec. 574, 384 N.E.2d at 371 (addressing contractor’s liability for road sign manufactured and installed acco Mo. Ct. App. 1994) (<HOLDING>). In Housand v. Bra-Con Indus., 751 F.Supp. 541 Options: A. holding that contractors who constructed a large machine to employers specifications cannot be liable to injuries caused to employee as a result of the absence of certain safety features B. holding that allegations that injuries were caused by misuse of ekg machine did not fall within waiver provisions of ttca because plaintiff had not made affirmative allegation that ekg machine was incorrectly used or that its results were erroneous and reasoning that misuse of information produced by ekg machine caused injuries rather than device itself C. holding that no judgment can be rendered against defendant who cannot be held liable D. holding that brand name manufacturers cannot be held liable for injuries caused by products they did not manufacture under arkansas law E. holding that manufacturer is not liable for injuries to employee by product manufactured to employers plans and specifications provided the defect is not so obviously patently or glaringly dangerous that a manufacturer exercising ordinary care under the circumstances then existing would not follow them

assistant: The best answer is A. holding that contractors who constructed a large machine to employers specifications cannot be liable to injuries caused to employee as a result of the absence of certain safety features
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 Deed, when executed and delivered by the Company and Indemnitee in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally or equitable principles.

assistant: Enforceability
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: if the ALJ finds, and the record supports the finding, that the nonexertional impairment does not diminish the claimant’s residual functional capacity to perform the full range of activities listed in the Guidelines. Id. 5 . Both obesity and pain are examples of non-exertional impairments that might significantly restrict a claimant’s ability to perform the full range of sedentary work. See, e.g., Lucy, 113 F.3d at 908 (obesity); Reynolds v. Chater, 82 F.3d 254, 258 (8th Cir.1996) (pain). 6 . Conn v. Secretary, 51 F.3d 607, 610 (6th Cir.1995) (finding that ALJ may rely solely on a VE’s testimony even if it directly contradicts DOT); Logan v. Shalala, 882 F.Supp. 755, 764 (C.D.Ill.1995) (finding DOT’S requirements not controlling); Johnson v. Shalala, 60 F.3d 1428, 1436 (9th Cir.1995) (<HOLDING>); but see Porch v. Chater, 115 F.3d 567, 572 Options: A. holding the record must demonstrate that the alj considered all of the evidence and the alj must discuss the evidence supporting his decision the uncontroverted evidence he chooses not to rely upon and significantly probative evidence he rejects B. holding that an alj is entitled to rely on vocational experts testimony that is based on assumptions that are supported by evidence in the record C. holding discrepancies should be resolved in favor of the dot particularly when the alj simply appears to have made a mistake by relying on the ve testimony over an inconsistent description in the dot D. holding alj may rely on ve contradicting dot but only insofar as the record contains persuasive evidence to support the deviation E. holding that while the information in the dot is not dispositive the alj may take administrative notice of reliable job information available from various governmental and other publications such as the dot

assistant: The best answer is D. holding alj may rely on ve contradicting dot but only insofar as the record contains persuasive evidence to support the deviation
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: At all times prior to the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Company and the Investors shall consult with each other prior to issuing any press releases, public documents and public filings (and provide each other a reasonable opportunity to review and comment upon such release, and the Company will consider in good faith any comments the Requisite Investors have to any such documents) or otherwise making public announcements with respect to the transactions contemplated by this Agreement; provided that nothing in this Section 26 or elsewhere in this Agreement shall modify the approval rights of any party hereto under the Plan Support Agreement; and provided further that nothing in this Section 26 shall prohibit any party hereto from filing any motions or other pleadings or documents with the Bankruptcy Court in connection with the CHC Cases.

assistant: Publicity
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 action taken or decision made by the Company, the Board or the Committee arising out of or in connection with the construction, administration, interpretation or effect of any provision of the Plan, this Agreement or a Participant’s Award Communication shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. By receipt of the Participant’s Option or other benefit under the Plan, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken under the Plan, this Agreement or the Participant’s Award Communication, by the Company, the Board or the Committee.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree not to archive , reproduce , distribute , modify , display , perform , publish , license , create derivative works from , offer for sale , or use ( except as explicitly authorized in these terms of use ) content and information contained on or obtained from or through the netflix 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: Except as otherwise required by law (including securities laws and regulations) and the regulations of any national stock exchange, so long as this Agreement is in effect, the Stockholder shall not issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement or the Merger Agreement, without the consent of Parent, which consent shall not be unreasonably withheld.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: T HIS AGREEMENT ( INCLUDING , BUT NOT LIMITED TO , THE VALIDITY AND ENFORCEABILITY HEREOF ) SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF N EW Y ORK .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: we follow the parties in referring to the government's concession of liability as a "stipulation,” Otay Mesa did not participate in the drafting of the document and did not agree to its substance. Thus, it was more a “unilateral concession of liability" than a stipulation. Compensation Decision at 479 n. 1. 4 . The Court of Federal Claims provided a chart showing its damages calculation for each parcel. Compensation Decision at 490. 5 . In the context of regulatory takings, we have stated that "[t]he essential element of a temporary taking is a finite start and end to the taking.” Wyatt v. United States, 271 F.3d 1090, 1097 n. 6 (Fed.Cir.2001); see Am. Pelagic Fishing Co. v. United States, 379 F.3d 1363, 1371 n. 11 (Fed.Cir.2004) (quoting Wyatt); see also Yuba, 821 F.2d at 641-42 (<HOLDING>). 6 . See Tahoe-Sierra, 535 U.S. at 323-24, 122 Options: A. holding that a prohibition on mining activities that was withdrawn after six years was a temporary taking and rejecting the governments argument that because the taking was allegedly intended at the outset to be irreversible and for all time it was permanent B. holding that a cause of action for an unconstitutional taking accrues at the time the taking occurs C. holding that requirement that fee be paid to preserve unpatented mining claims was not a taking D. holding covenant in an employment agreement executed some 12 years after the initial taking of employment was not incident to the taking of employment E. holding that if subsequent to the taking and before the trial the ordinance was actually amended to permit the previously forbidden use then that of itself was weighty evidence of the existence at the time of the taking of the fact that there was a reasonable probability of an imminent change

assistant: The best answer is A. holding that a prohibition on mining activities that was withdrawn after six years was a temporary taking and rejecting the governments argument that because the taking was allegedly intended at the outset to be irreversible and for all time it was permanent
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: apply to any costs, fees, and other expenses in connection with any proceeding to which section 7430 of the Internal Revenue Code of 1986 applies[.]” 28 U.S.C. § 2412(e) (emphasis added). Second, EAJA Section 2412 authorizes the award of fees and costs only in a “civil action ... in any court having jurisdiction of such aetion[,]” not for administrative proceedings. See 28 U.S.C. § 2412(a)(1). Although EAJA Section 2412 does not define “civil action,” the United States Court of Appeals for the Federal Circuit has held that “the EAJA as a waiver of sovereign immunity is to be strictly eon strued, ‘civil action’ should be given ... its ordinary (and most restrictive) meaning to include only judicial proceedings.” Levernier Constr., Inc. v. United States, 947 F.2d 497, 503 (Fed.Cir.1991) (<HOLDING>). Accordingly, in this case, Plaintiff may seek Options: A. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim B. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim C. holding that an alcoholic beverage control officer was a public officer within the meaning of the statute D. holding that the prosecution of an equitable adjustment claim before a contracting officer was not a civil action within the meaning of the eaja E. holding that a contractor must provide the contracting officer with adequate notice of the basis and amount of the claim

assistant: The best answer is D. holding that the prosecution of an equitable adjustment claim before a contracting officer was not a civil action within the meaning of the eaja
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: were made after 11 October 2002. See Warren v. Warren, 175 N.C. App. 509, 517, 623 S.E.2d 800, 805 (2006); 2002 N.C. Sess. Laws ch. 159, sec. 33.5. Here, the parties separated a January 2002. Therefore, any post-separation, debt-reduction payments made prior to 11 October 2002 should technically not be characterized as divisible property. However, Plaintiff does not argue that the trial court erred by mischaracterizing, in this particular way, the post-separation payments made by the parties as divisible property. Nonetheless, we hold that any error regarding the trial court’s characterization of any such payments as divisible property to be harmless. See Cooke v. Cooke, 185 N.C. App. 101, 107-08, 647 S.E.2d 662, 667 (2007), disc. review denied, 362 N.C. 175, 657 S.E.2d 888 (2008) Options: A. holding that it was not an abuse of discretion to award a spouse all of the divisible property attributable to his postseparation payments which reduced marital debt B. holding that the lower court failed to account for payments made in connection with the marital home including mortgage payments C. holding that funds advanced by husbands parents as down payment for purchase of marital residence was a gift and not a loan where there was no promissory note or other documentation no payments were made to parents for several years and no payments were requested D. holding that the collateralsource statute requires a reduction of the judgment only for payments made prior to the verdict E. holding that it was error but not error necessitating remand for a trial court to mischaracterize postseparation payments made prior to 11 october 2002 towards marital debt as divisible property and to distribute all such payments to the party who made them

assistant: The best answer is E. holding that it was error but not error necessitating remand for a trial court to mischaracterize postseparation payments made prior to 11 october 2002 towards marital debt as divisible property and to distribute all such payments to the party who made them
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 notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, emailed and confirmed or mailed by registered or certified mail, return receipt requested, or recognized overnight delivery service with proof of receipt maintained, at the following address (or any other address that any such party may designate by written notice to the other parties): If to the Company, to the address of its principal executive offices, addressed to the attention of its General Counsel (email: GenCouns@Catalent.com). If to any Shareholder, at such Shareholder’s address as set forth on the records of the Company or such other address as such Shareholder notifies the Company in writing. Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy or email, be deemed received on the first Business Day following confirmation; shall, if delivered by overnight delivery service, be deemed received the first Business Day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five (5) Business Days after the date of deposit in the United States mail.

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: Executive will receive a base salary at the rate of $20,833.33 per calendar month ($250,000 per annum), payable in accordance with the Company's payroll payment policy as in effect from time to time (the " Base Salary "). Executive may be entitled to an increase in Base Salary from time to time as determined by the Managing Member.

assistant: Base Salary
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: 103. Because plaintiffs simultaneously filed a request for release of lien and an administrative claim for damages, the government argues they failed to file a proper request for certificate of release “prior” to filing their administrative claim for damages. As such, the government argues plaintiffs failed to exhaust their administrative remedies because their administrative claim for damages did not literally include a copy of a request for a certificate of release filed in accordance with § 401.6325-1©. The standard for taxpayer compliance with the statutory and regulatory requirements is high. See Venen, 38 F.3d at 103 (failure to petition IRS correctly constitutes failure to exhaust administrative remedies); Amwest Surety Ins. Co. v. United States, 28 F.3d 690, 696 (7th Cir.1994) (<HOLDING>); Veglia v. United States, 1996 WL 392159, *3-4 Options: A. holding that dismissal under 42 usc 1997ea was required even though case had gone to trial as inmate had failed to exhaust administrative remedies B. holding there is no statutory requirement that a taxpayer exhaust administrative remedies before filing a complaint in the tax court C. holding that plaintiff failed to exhaust administrative remedies by failing to include issue in case brief D. holding that plaintiff failed to exhaust administrative remedies where plaintiff sent a letter to the attorney general grieving the initial agency determination instead of following the administrative appeal process specified by agency regulations E. recognizing harsh result but holding that taxpayer who addressed letter to revenue officer rather than district director as required by regulation failed to petition irs correctly and thus failed to exhaust administrative remedies

assistant: The best answer is E. recognizing harsh result but holding that taxpayer who addressed letter to revenue officer rather than district director as required by regulation failed to petition irs correctly and thus failed to exhaust administrative remedies
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: affiliate : for purposes of this eula , an `` affiliate '' or rovio means any legal entity that is directly or indirectly controlled by rovio for so long as such control lasts .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: students. Therefore, E.C. does not have a plausible claim pursuant to Section 1981 against Saint Stanislaus and McRaney. B. MHSAA, Gulfport School District, and Howard McNeill The defendants argue that, pursuant to Domino’s Pizza, Inc. v. McDonald, 546 U.S. 470, 126 S.Ct. 1246, 163 L.Ed.2d 1069 (2006), E.C.’s Section 1981 claim must be dismissed, because his claim is not based on a contractual relationship under which he has rights. However, the Domino’s case related solely to a contract claim made pursuant to Section 1981. See Domino’s, 546 U.S. at 475-76, 126 S.Ct. 1246. E.C.’s Section 1981 claim is made pursuant to the equal benefits clause of the statute. Therefore, the Domino’s case is distinguishable. See Mazloum v. D.C. Metro. Police Dep’t, 522 F.Supp.2d 24, 38-39 (D.D.C.2007) (<HOLDING>). Therefore, the defendants’ arguments in this Options: A. holding that in light of engquist the equal protection clause does not apply to a public employee asserting a violation of the clause based on a class of one theory of liability B. holding that when an arbitration clause has provisions that defeat the remedial purpose of the statute the arbitration clause is not enforceable and that the language insulating an employer from damages and equitable relief renders the clause unenforceable C. holding that neither the due process clause nor the equal protection clause of the fourteenth amendment require the appointment of counsel on a petition for discretionary review to a state supreme court D. holding that discrimination based on religion is subjected to strict scrutiny whether a claim arises under the establishment clause the free exercise clause of equal protection clause E. holding that the dominos decision only pertained to the contract clause of the statute and that a plaintiff asserting an equal benefits clause claim need not rely on a contractual relationship

assistant: The best answer is E. holding that the dominos decision only pertained to the contract clause of the statute and that a plaintiff asserting an equal benefits clause claim need not rely on a contractual relationship
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Purchaser and the Company will be entitled to specific performance under the Transaction Documents. Each of the parties acknowledges that the rights of each party to consummate the transactions contemplated hereby are unique and recognizes and affirms that in the event of a breach of this Agreement by any party, money damages may be inadequate and the non-breaching party may have no adequate remedy at law. Accordingly, such non-breaching party shall have the right, in addition to any other rights and remedies existing in its favor at law or in equity, to enforce its rights and the other party’s obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief (without posting of bond or other security). Each of the parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement, and hereby waives (i) any defenses in any action for an injunction, specific performance or other equitable relief, including the defense that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity, and (ii) any requirement under law to post a bond, undertaking or other security as a prerequisite to obtaining equitable relief.

assistant: Remedies
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 Buyer has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Buyer has been duly authorized by all necessary action on the part of the Buyer. This Agreement, and each of the other agreements being delivered by the Buyer in connection herewith, has been duly executed and delivered by the Buyer and, assuming this Agreement constitutes the valid and binding obligation of the other Parties, constitutes the valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: From and after the Employment Date, all compensation earned by Employee, other than pursuant to this Agreement, as a result of services performed on behalf of the Company or as a result of or arising out of any work done by Employee in any way related to the scientific or business activities of the Company shall belong to the Company. Employee shall pay or deliver such compensation to the Company promptly upon receipt. For the purposes of this provision, “compensation” shall include, but is not limited to, all professional and nonprofessional fees, lecture fees, expert testimony fees, publishing fees, royalties, and any related income, earnings, or other things of value; and “scientific or business activities of the Company” shall include, but not be limited to, any project or projects in which the Company is involved and any subject matter that is directly or indirectly researched, tested, developed, promoted, or marketed by the Company.

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: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission (e.g., “PDF” or “TIFF”) of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No representation or warranty made by the Borrower in the Loan Documents or which will be made by the Borrower from time to time in connection with the Loan Documents (a) contains or will contain any misrepresentation or untrue statement of any material fact, or (b) omits or will omit to state any material fact necessary to make the statements therein not misleading. There is no fact (excluding information relating to world or national economic, social, or political conditions generally) known to any Responsible Officer of Borrower which materially adversely affects, or which would in the future materially adversely affect, the business, assets, properties, or condition, financial or otherwise, of the Borrower and the Restricted Subsidiaries, taken as a whole, or materially affects, or which might in the future materially adversely affect, the ability of the Borrower and the Restricted Subsidiaries to perform their obligations under the Loan Documents, or except as set forth or referred to in the Loan Documents or otherwise disclosed in writing to the Bank.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6 .

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 case excerpt and choose the best holding from the options. Case excerpt: [] is a matter which lies largely within the discretion of the trial judge.” Consol. Masonry & Fireproofing, Inc. v. Wagman Const. Co., 383 F.2d 249, 251 (4th Cir.1967). Even where a defendant does not explicitly ask for default to be set aside, a brief in opposition to default judgment will be treated as a request to have default set aside, and will be analyzed under the “good cause” standard. See FDIC v. Danzig, 10 F.3d 806, 1993 WL 478842, at *2 (4th Cir.1993) (unpublished table decision) (‘Where, as here, a court is ruling upon a plaintiff’s application for a default judgment, it properly treats the defendant’s opposition as a motion to set aside the entry of default, which is assessed under Rule 55(c)’s good cause standard.”) (citing Meehan v. Snow, 652 F.2d 274, 276 (2d Cir.1981) (<HOLDING>)). Therefore, as stated above, Wong’s Options: A. holding that district court did not abuse its discretion in determining that motion to set aside default made at least seven months after defendant learned of entry of default was not made within a reasonable time B. holding that in considering the appellants opposition to the motion for a default judgment it is proper to apply the rule 55c standard for setting aside the entry of a default C. holding that trial court must make entry of default prior to entry of default judgment and court may not make entry of default when there is no default in law or in fact D. holding that the trial court was without authority to set aside entry of default on motion to set aside default judgment E. holding that a motion to dismiss or for summary judgment precluded default judgment

assistant: The best answer is B. holding that in considering the appellants opposition to the motion for a default judgment it is proper to apply the rule 55c standard for setting aside the entry of a default
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 otherwise expressly provided in the Transaction Documents, each Party shall bear its own costs and expenses in connection with the preparation, negotiation and execution, amendment or modification of this Agreement and the other Transaction Documents and the consummation of the Closing Transactions.

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: ANY SUIT, COUNTERCLAIM, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT BY THE PARTIES SOLELY IN THE COURTS OF THE STATE OF DELAWARE OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE; AND JCPENNEY AND BANK HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY APPELLATE COURTS THEREOF FOR THE PURPOSE OF ANY SUCH SUIT, COUNTERCLAIM, ACTION, PROCEEDING OR JUDGMENT (IT BEING UNDERSTOOD THAT SUCH CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WAIVES ANY RIGHT TO SUBMIT ANY DISPUTES HEREUNDER TO ANY COURTS OTHER THAN THOSE ABOVE).

assistant: Jurisdictions
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: Enter into any material transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate, except any such transaction which is (a) otherwise permitted under this Agreement, in the ordinary course of business and upon fair and reasonable terms no less favorable to the Company or the relevant Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (b) entered into prior to the Effective Date or contemplated by any agreement identified on Schedule 9.06 hereof, (c) between or among the Company or any Subsidiary exclusively, (d) any Restricted Payment permitted under Section 9.07, (e) any transactions in connection with any Permitted Receivables Securitization or (f) any arrangements with officers, directors, representatives or other employees of the Company or any Subsidiary relating specifically to employment as such.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Alabama law, and he lacked standing to pursue the action. See H.R.H. Metals, 833 So.2d at 24; Airlines Reporting, 643 So.2d at 954. Furthermore, Cook, as a shareholder, could not maintain an action to redress injuries to Worm Shack based on diminution of Worm Shack’s value as a result of the fire. See Stevens, 643 F.2d at 1080. In sum, we conclude that Cook lacked standing, individually, to either claim entitlement to insurance proceeds himself or challenge Trinity’s denial of Worm Shack’s claim as a breach of contract. Moreover, because Cook could not show that he was entitled to prevail on the underlying contract claim, he was also barred from recovering on a bad faith refusal to pay claim, as a matter of law. See Nat’l Sav. Life Ins. Co. v. Dutton, 419 So.2d 1357, 1361-62 (Ala.1982) (<HOLDING>). Accordingly, we affirm the entry of summary Options: A. holding that an insurance contract between the parties and a breach thereof by the defendant is an element of a bad faith refusal claim B. holding that a party cannot claim damages for breach of contract unless he has shown his full compliance with the contract and is not acting in bad faith C. holding that an insured partys refusal to produce requested documents constituted a breach of the insurance contract D. holding that improper motive is element of bad faith E. holding that a bad faith claim is a tort

assistant: The best answer is A. holding that an insurance contract between the parties and a breach thereof by the defendant is an element of a bad faith refusal claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Subsidiary constituting Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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: No change or modification of this Agreement will be valid unless in writing and signed by Mr. Wagman and the successor CEO of LKQ. No waiver of any provision of this Agreement will be valid unless in writing and signed by the Person or party to be charged.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court of appeals overlooked Cain's holding that only errors labeled as structural by the Supreme Court are immune from a harm analysis.”); Williams v. State, 273 S.W.3d 200, 225 (Tex. Crim. App. 2008) ("The erroneous submission of an unwanted defensive issue has not been labeled by the United States Supreme Court as structural.”). 13 . Gonzales, 994 S.W.2d at 171. 14 . Tex. R. App. P. 44.2(a). See Chapman v. California, 386 U.S. 18, 24, 87 S.Ct. 824, 17 L.Ed.2d 705 (1967). 15 . Cain, 947 S.W.2d at 264. See also Gonzales, 994 S.W.2d at 171-72. 16 . 422 U.S. at 865, 95 S.Ct. 2550. 17 . Ruedas v. State, 586 S.W.2d 520, 524 (Tex. Crim. App. 1979) (citing Herring and Ex parte Flores, 537 S.W.2d 458 (Tex. Crim. App. 1976)). See Ex parte Shivers, 501 S.W.2d 898, 900-01 (Tex. Crim. App. 1973) (<HOLDING>); Flores, 537 S.W.2d at 459 (holding it to be Options: A. holding that mempa v rhay 389 us 128 88 sct 254 19 led2d 336 1967 controlled with respect to texas revocation proceedings that suspended the imposition of sentence and accorded a constitutional right to counsel and further holding that gagnon v scarpelli was inapplicable B. holding that a right to confrontation exists in parole revocation proceedings C. holding that there is no constitutional right to representation by counsel at a parole revocation D. holding that defendants have a right to counsel in criminal proceedings E. holding the rule requiring that counsel be furnished in proceedings for probation or imposition of deferred sentence as announced in mempa v rhay 389 us 128 88 sct 254 19 led 2d 336 to be retroactive

assistant: The best answer is A. holding that mempa v rhay 389 us 128 88 sct 254 19 led2d 336 1967 controlled with respect to texas revocation proceedings that suspended the imposition of sentence and accorded a constitutional right to counsel and further holding that gagnon v scarpelli was inapplicable