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: of any diminution of value to the Wages Tract. Additionally, in Case No. A16A0258, we affirm the trial court’s grant of summary judgment in favor of Old Republic as to RM Kids’s bad-faith claim and its grant of a directed verdict in favor of Old Republic as to RM Kids’s prejudgment interest claim. Judgment affirmed in part and reversed in part, and case remanded in Case No. A16A0257. Judgment affirmed in Case No. A16A02S8. Phipps, P. J., and Peterson, J., concur. Schiff Hardin, LLP, Leah Ward Sears, John C. Amabile, Nicholas F. McDaniel; Knight Johnson, LLC, Bryan M. Knight, Sherri G. Buda, for appellee. Gilroy Bailey Trumble, LLC, MonicaK Gilroy, Tania T. Trumble, amici curiae. 1 See Horton v. Hendrix, 291 Ga. App. 416, 416 ( ., 881 FSupp.2d 1058, 1066 (III) (C) (D. Minn. 2012) (<HOLDING>); Marble Bank v. Commonwealth Land Title Ins. Options: A. holding that because a mortgage provides the security for the repayment of the note the person having standing to foreclose a note secured by a mortgage may be either the holder of the note or a nonholder in possession of the note who has the rights of a holder B. holding that an insured mortgagees loss under a title insurance policy cannot be measured until the note has not been repaid and the security for the mortgage is shown to be inadequate C. holding that a mortgagees loss cannot he measured unless the underlying debt is not repaid and the security for the mortgage proves inadequate D. holding that a mortgageeinsureds loss cannot be determined unless the note is not repaid and the security for the mortgage proves inadequate E. holding that the loss of trade secrets cannot be measured in money damages

assistant: The best answer is B. holding that an insured mortgagees loss under a title insurance policy cannot be measured until the note has not been repaid and the security for the mortgage is shown to be inadequate
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower agrees to pay to KeyBank, Agent, Syndication Agent and Arrangers for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee letter dated August 27, 2014 among Borrower, KeyBank, Syndication Agent and Arrangers and a fee letter dated March 17, 2016 among Borrower, KeyBank, Syndication Agent and Arrangers (collectively the “Agreement Regarding Fees”). Any annual agency or administration fee payable under the Agreement Regarding Fees shall be paid on the terms set forth therein. All such fees shall be fully earned when paid and nonrefundable under any circumstances.

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 letter shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the Equity Investor; provided , that no such written consent shall be required for disclosures by Parent to (i) the Company and the Other Equity Investors so long as the Company and the Other Equity Investors, as the case may be, agree to keep such information confidential on terms substantially as restrictive as the terms contained in this Section 9 or (ii) its Affiliates and Representatives who agree to keep such information confidential on terms substantially as restrictive as the terms contained in this Section 9 ; provided , further , that any party hereto may disclose the existence or content of this letter to the extent required by any applicable Law or the rules of any self-regulatory organization or securities exchange.

assistant: Confidentiality
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 December 31, 2017 audited consolidated financial statements of the Borrower and its Subsidiaries heretofore delivered to the Administrative Agent and the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended in accordance with generally accepted accounting principles in effect on the date such statements were prepared.

assistant: Financial Statements
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: where you purchase products on a subscription basis ( monthly , every 3 months or annually ( as applicable ) ) , you acknowledge and agree that this is a recurring payment and payments shall be made to skype by the method you have chosen at the recurring intervals chosen by you , until the subscription for that product is terminated by you or by skype .

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: Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 sets forth a list of all of direct and indirect Subsidiaries of the Company existing during such fiscal year. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary, including any direct or indirect subsidiary of the Company formed or acquired subsequent to the filing of the above-referenced annual report, free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

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 case excerpt and choose the best holding from the options. Case excerpt: the district court’s ruling resolved the entire case before it. The court ruled on the only ground of relief presented to it and concluded that the arbitrator did not resolve the question of out-of-pocket damages. It remanded the award because the arbitration panel “exceeded its powers” under 9 U.S.C. § 10(a)(4). It did not determine that the award may be silent on the issue of out-of-pocket damages and defer its final ruling until the arbitrator clarified the meaning of certain sections of its opinion. The district court certainly thought that its work was done. It closed the ca'se, issued a “Final Judgment,” and did not stay the action or retain jurisdiction over the case after the remand. See Saturn Distribution Corp. v. Paramount Saturn, Ltd., 326 F.3d 684, 686-87 (5th Cir.2003) (<HOLDING>). Even if the district court’s ruling meant Options: A. holding that an identical or nearly identical limitation of liability clause was valid and enforceable under georgia law B. holding that an order which purports to become final upon the happening of an event specified in the order is not a final order and the happening of the event does not operate to render the order final C. holding that in producing nondiscriminatory reasons for its challenged action the employer is not obligated to support these reasons with objective evidence sufficient to satisfy the preponderance of the evidence standard D. holding that an order was final for these identical reasons E. holding for similar though not identical reasons that commodities transactions are not covered by the act

assistant: The best answer is D. holding that an order was final for these identical reasons
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: wash trades involved a total of 14 different broker-dealers. The VCI trades involved eight different firms, while the SEC instituted administrative proceedings against four. See Graham, 1998 WL 823072, at *3 n. 14. 19 . Like the other brokers, the clearing firm was exposed to the risk that funds it advanced might not have been repaid at the time Broumas became insolvent. Although the clearing broker might be able to recover against the introducing firm in the event of nonpayment, it would incur transaction costs in so doing— and there was always the risk that Broumas’ scheme would bankrupt one of the broker-dealers involved. See Richard D. Chema, 1998 WL 820658, at *4-*5. 20 .Cf. Superintendent of Ins. v. Bankers Life & Cas. Co., 404 U.S. 6, 12, 92 S.Ct. 165, 30 L.Ed.2d 128 (1971) (<HOLDING>) (footnote omitted); United States v. Saks, 964 Options: A. holding that travel by an agent of defrauded corporation is imputed to the victim B. holding that claims of corporation vest in corporation C. holding that the receiver for a corporation had no standing to sue for inter alia receipt of funds fraudulently obtained fraud and unjust enrichment even though he was appointed on behalf of all the creditors because those were claims of the creditors not of the corporation D. holding that 10b applies to fraud on corporation by controlling stockholder and that the fact that creditors of the defrauded corporation may be the ultimate victims does not warrant disregard of the corporate entity E. recognizing that when a corporation is insolvent the trust fund doctrine fundamentally alters the relationship between a corporation its shareholders and its creditors and that corporate or shareholder ratification does not apply to creditors who would be prejudiced thereby

assistant: The best answer is D. holding that 10b applies to fraud on corporation by controlling stockholder and that the fact that creditors of the defrauded corporation may be the ultimate victims does not warrant disregard of the corporate entity
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 shall pay to each Purchaser Agent for the benefit of the Purchasers in the related Purchaser Group, in accordance with the provisions set forth in Section 1.4(d) , certain fees (the “ Fees ”) in the amounts and on the dates set forth in the applicable fee letter agreement for such Purchaser Group dated as of November 1, 2012, among the Originator, the Seller and the applicable Purchaser Agent (each a “ Fee Letter ”).

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: Executive shall perform the duties and responsibilities, and have the authority as are customarily associated with the position of President and Chief Executive Officer of similar type and size public companies and such other duties as are consistent with the bylaws of the Company and Executive’s position and as assigned to Executive by the Board. Executive’s duties include providing services on a full-time basis at the Company’s headquarters located in San Diego, California (excluding required travel on Company business).

assistant: Duties
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: failed to satisfy his burden of rebutting the INS’ prima facie evidence of alien-age by “corroborat[ing] his claim to citizenship” with a “preponderance of credible evidence.” Murphy asks this panel to grant his petition for review and vacate the order of deportation. STANDARD OF REVIEW We review to determine whether the deportation order is “supported by reasonable, substantial, and probative evidence on the record considered as a whole.” 8 U.S.C. § 1105a(a)(4); Trias-Hernandez v. INS, 528 F.2d 366, 370 (9th Cir.1975). In a deportation proceeding, the government must prove alienage by “clear, unequivocal, and convincing evidence.” Woodby v. INS, 385 U.S. 276, 281, 284-85, 87 S.Ct. 483, 485, 487-88, 17 L.Ed.2d 362 (1966); Ramon-Sepulveda v. INS, 743 F.2d 1307, 1308 n. 2 (9th Cir.1984) (<HOLDING>). DISCUSSION Murphy’s claim that the BIA’s Options: A. holding that fraud on the court must be supported by clear unequivocal and convincing evidence B. holding that in reviewing a defendants motion for judgment of acquittal based on insanity which the defendant must prove by clear and convincing evidence the court must determine whether no reasonable jury could have failed to find that the defendants criminal insanity at the time of the offense was established by clear and convincing evidence C. holding that the government must prove alienage by clear convincing and unequivocal evidence of foreign birth before the burden shifts to the respondent to rebut by demonstrating legal entry D. holding that under former 8 usc 1252bc1 the government has the burden of demonstrating by clear unequivocal and convincing evidence that an alien or a responsible person at her address signed the certified mail return receipt for her osc E. holding that an award for punitive damages must be supported by clear unequivocal and convincing evidence

assistant: The best answer is C. holding that the government must prove alienage by clear convincing and unequivocal evidence of foreign birth before the burden shifts to the respondent to rebut by demonstrating legal entry
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: Notwithstanding any other provision of the Plan or the Agreement to the contrary, the grant, vesting and holding of the Shares by Participant is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. Participant agrees to cooperate with the Company to ensure compliance with such laws.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Copyright Office.” 1981 Agreement ¶ 3(a). EMI did not receive a copy of the Copyright Office’s letter rejecting the 1981 Notice. 85 . Pl. Mem. at 19. 86 . See id. at 21. 87 . Plaintiffs’ Memorandum of Law in Opposition to Defendant’s Motion for Summary Judgment (“PL Opp. Mem.”) at 51 (citing Steinbeck, 537 F.3d at 202) ("[N]othing in the [Copyright Act] is intended to change the existing state of the law of contracts concerning the circumstances in which an author may cancel or terminate a license, transfer, or assignment.”). 88 . 1981 Agreement at p. 1. 89 . Under the 1909 Copyright Act, the 28 year Renewal Term began in 1961 and ended in 1990. 90 . 1981 Agreement at pp. 5-6. 91 . 1981 Notice at 1. 92 . 1981 Agreement ¶ 3(a) (emphasis added). 93 . Id. Cf. Steinbeck, 537 F.3d at 201 (<HOLDING>). 94 . See 1981 Agreement ¶ 4(a). 95 . Id. ¶ 1 Options: A. holding that an arbitration agreement is separable from the underlying agreement B. holding that an agreement providing this agreement when signed by author and publisher will cancel and supercede the previous agreements was clearly intended to terminate an earlier agreement C. holding that noncompliance with terms of agreement did not terminate agreement failure to comply with date requirement in termination procedure rendered termination ineffective and letter between nonparty and party could not terminate agreement D. holding that agreement referencing rights and remedies of another agreement was subject to the referenced agreements arbitration clause E. holding that where one party had received a written agreement and conformed his conduct to that agreement for an extended period of time but failed to sign the agreement he was equitably estopped from denying the validity of the agreement

assistant: The best answer is B. holding that an agreement providing this agreement when signed by author and publisher will cancel and supercede the previous agreements was clearly intended to terminate an earlier agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The respective obligations of Landlord and Tenant under this Paragraph 5 shall survive the expiration or other termination of the Term of this Lease, and if the Term hereof shall expire or shall otherwise terminate on a day other than the last day of a fiscal year, the actual Base Rent or Additional Rent incurred for the fiscal year in which the Term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Base Rent or Additional Rent for such fiscal year and shall be prorated in the proportion which the number of days in such fiscal year preceding such expiration or termination bears to 365. Notwithstanding the foregoing, Tenant will not be responsible for any Direct Expenses attributable to any fiscal year which is first billed to Tenant more than thirty (30) months after the date of expiration of the expiration of the fiscal year to which such Direct Expenses apply, provided that Tenant shall nonetheless be responsible for any such sums for any fiscal year if the same are first levied by any governmental authority or by any public utility companies following the date that is thirty (30) months following the expiration of such fiscal year.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: whether Flambeau's mining permit is a WPDES permit or determine whether the EPA approved NR § 216.41(4)(a). 21 .We note that in its briefing at summary judgment to the district court and to this court on appeal, ‘ Flambeau did not use the phrase "due process." However, its arguments concerning notice and fundamental fairness clearly raise the issue of due process. 22 . See, e.g., Citizens for a Better Env’t-Cal. v. Union Oil Co., 83 F.3d 1111, 1120 (9th Cir.1996) (refusing to apply the CWA’s permit shield where ”[i]t is not disputed that these regulations [governing modifications of NPDES programs] were not followed” and so the defendant’s permit clearly was insufficient); Oregon State Pub. Interest Research Grp., Inc. v. Pac. Coast Seafoods Co., 361 F.Supp.2d 1232, 1243 (D.Or.2005) (<HOLDING>). 23 . See Appellees' Br. Options: A. holding that a state permit did not trigger the cwas permit shield where nothing in the federal or state statutes provides that a stateissued sco is the equivalent of an npdes permit B. holding that it would be inequitable to allow a town to deny a permit based on a new ordinance after the property owner was denied a permit three times and brought suit to determine the validity of the prior ordinance C. holding that requiring a permit and the restoration of the land after the mining operations had concluded did not preempt federal law however the court did recognize that where a state regulation rendered it impossible to exercise a right granted through federal legislation that state regulation would be in conflict with the federal right D. holding that it was error to permit the name of a nonparty intentional tortfeasors name to appear on the verdict form so as to permit the jury to apportion fault between the nonparty and the negligent tortfeasor E. holding that while the right to a building permit prior to issuance may be entitled to protection under the due process clause nonissuance of a permit does not destroy the value of the underlying property and thus there is no taking claim

assistant: The best answer is A. holding that a state permit did not trigger the cwas permit shield where nothing in the federal or state statutes provides that a stateissued sco is the equivalent of an npdes permit
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 presumed when one spouse voluntarily separates from and abandons the other spouse without adequate legal reason. See Commonwealth ex rel. Udis v. Udis, 174 Pa.Super. 624, 101 A.2d 144, 145 (1953); 27 Am.Jur.2d Proof of Facts 737 § 2 (1981). Moreover, the law fails to require that the abandoned spouse, Kim in this case, be blameless. See 27 Am.Jur.2d Proof of Facts 737 § 3 (1981); see also Jeffrey v. Jeffrey, 172 A.D.2d 719, 569 N.Y.S.2d 107, 108 (N.Y.App.Div.1991). ¶ 38. A determination of whether Kim’s conduct rose to the necessary level should be based upon factual findings showing that Kim’s fault factually supported an independent ground for divorce or an independent contributory or proximate cause of the separation. See Goodwyn v. Goodwyn, 222 Va. 53, 278 S.E.2d 813, 814 (1981) (<HOLDING>). ¶ 39. The evidence in the record satisfied Options: A. holding that a wife with a child from a prior relationship was not entitled to use and possession of the family home B. holding that temporary cessation of sexual relations for less than two months prior to wifes hospitalization where wife worked and financially contributed to the family was insufficient to show wilful desertion C. holding that trial court did not err in finding that wife was at least somewhat capable of supporting herself where evidence of wifes depression and other mental health problems was uncontested but where other evidence showed that these conditions did not totally bind her to the family home and that wife had been financially successful in the past D. holding that defendant who had been married for ten years was the main breadwinner for wife and two children and did chores for wifes grandmother did not have unusual family circumstances E. holding that sufficient evidence of causation existed where adverse employment action occurred less than two months after protected activity

assistant: The best answer is B. holding that temporary cessation of sexual relations for less than two months prior to wifes hospitalization where wife worked and financially contributed to the family was insufficient to show wilful desertion
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: came before the Beaumont Court of Appeals twice. The first appeal exclusively concerned the jury selection. In an unpublished opinion, the court of appeals ordered the trial court to hold a hearing to determine whether the plaintiffs exercised their strikes in a race-neutral manner. 6 . In Davis, the prosecutor in an aggravated robbery case used a peremptory strike to remove a venire member from the panel because he was a Jehovah’s Witness. State v. Davis, 504 N.W.2d 767, 768 (Minn.1993), cert. denied,-U.S.-, 114 L.Ed.2d 91 (1988); United States v. Di Pasquale, 864 F.2d 271, 277 (3d Cir.1988) (stating additionally that Italian surnames do not prove ethnicity), cert, denied sub nom. DiNorscio v. United States, 492 U.S. 906, 109 S.Ct. 3216, 106 L.Ed.2d 566 (1989); Sgro, 816 F.2d at 33 (<HOLDING>). 9 . See United States v. Sneed, 34 F.3d 1570, Options: A. holding that government informants are not members of a particular social group B. holding that a plaintiff in a reverse discrimination case need show only that he is a member of a protected group and whites are a protected group under title vii C. holding that plaintiffs statistics did not shed any light on the legally relevant issue because they did not indicate the group of applicants who were interviewed or even the group of applicants found qualified or the group of all applicants D. holding that the defendant did not prove that italianamericans are a cognizable group E. holding that residents of a geograph ic area are not a distinct cognizable group and citing united states v test which made clear that a geographic area is not a distinct group for support

assistant: The best answer is D. holding that the defendant did not prove that italianamericans are a cognizable group
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: Buyer shall defend, indemnify and hold harmless Seller and its shareholders, members, partners, officers, employees, agents and contractors against and from any loss, injury, damage, claim, lien, cost or expense (including reasonable attorneys’ fees and costs) caused by the actions of Buyer or Buyer’s agents under this Section 12 other than those caused in whole or in part as the result of the acts or omissions by or on behalf of Seller or based on any pre-existing conditions merely discovered by Buyer. The provisions of this Section shall survive the Closing, termination of this Agreement and delivery of the Act of Sale.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Lender hereby designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 14 . The provisions of this Article 14 are solely for the benefit of the Agent and the Lenders and the Borrower shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Protective Advances pursuant to Section 2.2(i) , and (c) the exercise of remedies pursuant to Section 11.2 , including the taking of any action to enforce any Obligations or Loan Documents or to realize upon any Collateral or to otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, applicable law or otherwise, and any action so taken or not taken shall be deemed consented to by the Lenders.

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: THE BANK AND EACH OF THE BORROWERS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AMENDMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BANK AND ANY OF THE BORROWERS ARE ADVERSE PARTIES, AND EACH AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK ENTERING INTO THIS AMENDMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in Schedule 5.10 , there is no material claim, action, suit, investigation or proceeding (or any basis therefor) pending against, brought by, or threatened against or affecting, Ecosphere or any of its properties or the transactions contemplated hereby and there is no claim, action, suit, investigation or proceeding (or any basis therefor) pending against, brought by, or threatened against or affecting, the Company or any of its properties or the transactions contemplated hereby, before any court or arbitrator or any governmental body, agency, official or authority. Except as disclosed is Schedule 5.10, Ecosphere is not a party to or otherwise involved in or intends to initiate any material claims, actions, suits, investigations or proceedings arising out of or otherwise relating to the operations, financial condition or equity interests of Ecosphere or the Company and the Company is not a party to or otherwise involved in or intends to initiate any claims, actions, suits, investigations or proceedings arising out of or otherwise relating to the operations, financial condition or equity interests of Ecosphere or the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will (i) timely file all tax returns (federal, state and local) required to be filed by it and (ii) pay, or cause to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except in each case to the extent that the failure to file or pay could not reasonably be expected to have a Borrower Material Adverse Effect.

assistant: Taxes
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: contains relevant evidence. But in others, including Belton and Thornton, the offense of arrest will supply a basis for searching the passenger compartment of an arrestee’s vehicle and any containers therein.” Gant, 129 S.Ct. at 1719 (citation omitted). In both Belton and Thornton, the vehicle occupants were arrested for possession of narcotics. See Belton, 453 U.S. at 456, 101 S.Ct. 2860; Thornton, 541 U.S. at 618, 124 S.Ct. 2127. Had Vinton been arrested merely for speeding or driving with excessively tinted windows, Gant’s evidentiary rationale obviously would not have authorized a subsequent search because under the circumstances it would have been very unlikely that evidence relevant to either of those traffic offenses would be found inside his car. See Gant, 129 S.Ct. at 1719 (<HOLDING>). But instead, Vinton was arrested for the Options: A. holding that probable cause existed to arrest for driving on a suspended license under state law B. holding an officer could not ask for consent to search a cars passenger compartment for an additional vin when the vin on the dashboard was visible from outside the car C. holding that although search of passenger compartment was legal search of trunk was not D. holding that after making an arrest of the driver of a vehicle the police may search the passenger compartment of the vehicle E. holding that an evidentiary basis for the search was lacking because gant was arrested for driving with a suspended license an offense for which police could not expect to find evidence in the passenger compartment of his car

assistant: The best answer is E. holding that an evidentiary basis for the search was lacking because gant was arrested for driving with a suspended license an offense for which police could not expect to find evidence in the passenger compartment of his car
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 and Jones Parent will, and will cause each of the Subsidiary Guarantors to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.10; provided further that any Subsidiary Guarantor may dissolve at any time after it has conveyed all of its Property to the Borrower or any other Subsidiary Guarantor or Jones Parent in compliance with Section 9.10.

assistant: Existence
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: Inc., 94 N.M. 59, 607 P.2d 597 (1980); Sanchez v. Bernalillo County, 57 N.M. 217, 257 P.2d 909 (1953). Moreover, our courts have held that the Workman’s Compensation Act is sui generis. It creates exclusive rights, remedies and procedures. Casias v. Zia Co., 94 N.M. 723, 616 P.2d 436 (1980). In at least one instance, the court refused to create a new cause of action for employer subrogation tangential to the act. Security Insurance Co. of Hartford v. Chapman, 88 N.M. 292, 540 P.2d 222 (1975). The Courts in New Mexico have not hesitated to recognize the existence of new causes of action or to abolish certain common law defenses where public policy or statutory grounds are found to warrant such judicially sanctioned change. F & T Co. v. Woods, 92 N.M. 697, 597 P.2d 745 (1979), (<HOLDING>); Hicks v. New Mexico Highway Comm., 88 N.M. Options: A. recognizing as viable actions in tort negligent hiring and negligent retention B. recognizing torts of negligent hiring supervision and retention C. holding that a cause of action or negligent hiring training and retention can proceed only if the alleged negligence leads to the commission of one of the torts enumerated in the tort claims act D. holding that a negligent retention claim was properly dismissed when there was no underlying tort upon which it could have been based E. holding that for a plaintiff to recover on claim of negligent hiring the negligent hiring of the employee must have been the proximate cause of the injury at issue

assistant: The best answer is A. recognizing as viable actions in tort negligent hiring and negligent retention
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 CREDIT DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH (A) EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, INCLUDING THE COMMITMENT LETTER FROM WELLS FARGO AND THE ARRANGERS TO THE BORROWERS DATED APRIL 29, 2016, BUT SPECIFICALLY EXCLUDING THE FEE LETTERS AND (C) MAY NOT BE AMENDED, SUPPLEMENTED, CONTRADICTED OR OTHERWISE MODIFIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

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: under the ACCA. C. Miscarriage of Justice Petitioner claims that his sentence was imposed beyond the statutory maximum for his felon-in-possession offense and, so, is in violation of the Due Process Clause of the Constitution, and is otherwise subject to collateral attack as a fundamental miscarriage of justice. Where a defendant is punished “for an act that the law does not make criminal ... such a circumstance inherently results in a completely miscarriage of justice.” Davis v. United States, 417 U.S. 333, 346-47, 94 S.Ct. 2298, 41 L.Ed.2d 109 (1974) (quotations omitted). Generally, a sentencing court’s erroneous application of sentencing guidelines is not a “miscarriage of justice,” cognizable on a habeas review. See Knight v. United States, 37 F.3d 769, 773-74 (1st Cir.1994) (<HOLDING>); Sun Bear v. United States, 644 F.3d 700, 704 Options: A. holding that a court of appeals may presume reasonable a district courts proper application of the sentencing guidelines B. holding that the preponderance standard is generally appropriate in guidelines sentencing C. holding that the district court should not have considered a 2255 petition based on an alleged misapplication of the sentencing guidelines D. holding that a burrage claim is cognizable under 2255 E. holding that misapplication of sentencing guidelines is generally not a proper claim under 2255

assistant: The best answer is E. holding that misapplication of sentencing guidelines is generally not a proper claim under 2255
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: record did not demonstrate that whatever nonsexual advances occurred were unwelcome); Petrone v. Cleveland State Univ., 993 F.Supp. 1119, 1129 (N.D.Ohio 1998), disapproved of on other grounds in Kovacevick v. Kent State Univ., 224 F.3d 806 (6th Cir.2000). In this regard, some courts have found the behavior alleged to support a quid pro quo claim, while unsavory, was insufficient to establish this element of the plaintiffs quid pro quo claim. See Romero v. Caribbean Restaurants, Inc., 14 F.Supp.2d 185, 189 (D.Puerto Rico 1998) (determining that evidence that supervisor winked at plaintiff and made lewd comment in plaintiffs presence and where no physical touching occurred, amounted only to teasing and did not establish ‘request for sexual favors’ element); Petrone, 993 F.Supp. at 1129 (<HOLDING>); Swinson v. Tweco Prods., Inc., No. 89-1531-K, Options: A. holding that the employers discharge of the plaintiff four months after the plaintiff filed a discrimination claim is insufficient to establish a prima facie case of retaliatory discharge B. holding allegations that supervisor discussed his relationships with plaintiff wrote poems to the plaintiff requested that plaintiff go for a walk with him or to dinner and on one occasion touched plaintiffs leg insufficient to establish the request for sexual favors prong of the prima facie case C. holding the plaintiff failed to make a prima facie case that the defendants failure to promote him was discriminatory where the plaintiff failed to that show he was qualified for the relevant position D. holding to establish a prima facie case of racial discrimination a plaintiff must show he 1 E. holding that plaintiff could not establish prima facie case of discrimination where plaintiff failed to meet minimum qualifications for job

assistant: The best answer is B. holding allegations that supervisor discussed his relationships with plaintiff wrote poems to the plaintiff requested that plaintiff go for a walk with him or to dinner and on one occasion touched plaintiffs leg insufficient to establish the request for sexual favors prong of the prima facie case
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: argues that the District Court erred in concluding that the government was not obligated to move for a downward departure based upon his substantial assistance. “The district court generally lacks authority to award a substantial-assistance departure in the absence of a government motion.” United States v. Licona-Lopez, 163 F.3d 1040, 1042 (8th Cir.1998). “The court can, however, grant the departure in the absence of a motion if it finds that the refusal was irrational, in bad faith, or based on an unconstitutional motive.” Id. Doolin argues, as he did in the District Court, that the government acted in bad faith when it failed to submit the § 5K1.1 motion. Doolin fails, however, to provide any evidence of bad faith. See United States v. Johnston, 973 F.2d 611, 614-15 (8th Cir.1992) (<HOLDING>), cert. denied, 506 U.S. 1068, 113 S.Ct. 1019, Options: A. holding that the bare assertion that a dismissal without prejudice was favorable to the plaintiff was insufficient to survive a motion to dismiss B. holding that a bad faith claim is a tort C. holding that a bare conclusory allegation of an intent to discriminate is insufficient specific nonconclusory facts from which such an intent may reasonably be inferred is required D. holding bare allegation of social friendship insufficient E. holding that a bare allegation of bad faith is insufficient to require an inquiry into the governments decision not to file 5k11 motion

assistant: The best answer is E. holding that a bare allegation of bad faith is insufficient to require an inquiry into the governments decision not to file 5k11 motion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information (whether in writing or orally) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender pursuant to or in connection with the Loan Documents (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Tenant shall make no structural or interior alterations of the Premises. All structural and nonstructural alterations and modifications to the Premises shall be coordinated through Landlord as outlined in the Lease. Completed construction drawings of the requested changes are to be submitted to Landlord or its designated agent for pricing and construction supervision.

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 legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, options or warrants, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all references to Subsidiaries in the Transaction Documents shall be disregarded except to the extent such reference speaks to a time in the past or future when the Company has had or will have a subsidiary, as the case may be.

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: This Agreement shall become effective on the Closing Date and, subject to Section 12.8 , shall continue in full force and effect for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default.

assistant: Terms