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: may limit affirmative defenses to a particular category of crimes without offending due process). Thus, the General Assembly may establish affirmative defenses and limit the cireumstances in which they apply, as long as they do not intrude on other constitutional protections. Id. 119 The separation of powers doe-trine "does not require a complete division of authority among the three branches, however, and the powers exercised by different branches of government necessarily overlap." Crowe, 126 P.3d at 205-06 (quoting Dee Enters. v. Indus. Claim Appeals Office, 89 P.3d 430, 433 (Colo.App.2003)). The authority of the judicial and legislative branches commonly overlaps because the distinction between procedural rules and substantive law is often blurred. See Wiedemer, 852 P.2d at 436 (<HOLDING>); People v. McKenna, 196 Colo. 367, 371, 585 Options: A. holding rules of procedure interpreted in same manner as statutes B. holding that motorcycle training course is not a matter of public necessity and release does not violate public policy C. holding that duty existed as a matter of public policy independent of the restatement D. holding that federal law can provide source of state public policy for determining whether discharge of employee violated clear mandate of public policy E. holding that statutes of limitation although indirectly affecting court procedure primarily concerned a matter of public policy

assistant: The best answer is E. holding that statutes of limitation although indirectly affecting court procedure primarily concerned a matter of public policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by the Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 90 days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

assistant: Sales
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: INOL has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of INOL Shareholders as contemplated by Section 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Section 5.4). The execution and delivery by INOL of, the performance by INOL of its obligations under, and the consummation by INOL of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of INOL (subject to the approval of INOL Shareholders as contemplated by Section 5.4). This Agreement has been duly executed and delivered by INOL and (assuming due execution and delivery by the 8687544 Parties and approval by INOL Shareholders) is the legal, valid, and binding obligation of INOL, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the 8687544 Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the 8687544 Parties, the Collateral Documents will be the legal, valid and binding obligations of INOL, enforceable against INOL in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Roofing & Sheet Metal Servs., Inc. v. La Quinta Motor Inns, Inc., 689 F.2d 982, 988 n. 10 (11th Cir.1982); Starnes v. McGuire, 512 F.2d 918, 924 (D.C.Cir.1974) (en banc); see also Manchester v. U.S. Org. Crime Drug Enforcement Task Force of Mid-Atl. Region, 900 F.2d 253 (4th Cir.1990) (table). 5 . In re McBryde, 117 F.3d 208, 221 (5th Cir.1997) (stating that we lack mandamus authority over district courts in other circuits); see also Warrick, 70 F.3d at 737 (concluding that court of appeals lacks power to compel out-of-circuit court to return a case). 6 .See In re Warrick, 70 F.3d 736, 740 (2d Cir.1995); Town of N. Bonneville, Wash. v. U.S. Dist. Court, W. Dist. of Wash., 732 F.2d 747, 752 (9th Cir.1984); In re Sosa, 712 F.2d 1479, 1480 & n. 1 (D.C.Cir.1983); In re 512 F.2d 918 at 924 (<HOLDING>). 9 .Because we find that petitioners’ had a Options: A. holding that at this stage of the proceedings review is limited to a determination of whether the circuit court afforded due process and whether the court observed the essential requirements of law B. holding that preservation for review requires a fair ruling or decision by the district court in order to provide the lower court with an opportunity to correct any mistake give the opposing party an opportunity to demonstrate why the district court should rule in its favor and create a record which enables this court to make informed decisions C. holding a circuit courts authority to grant a new trial is so necessary to the judicial process and so essential to fair trials that its existence is a necessary incident to the exercise of judicial power by the circuit court D. holding that a transfer order issued by a district court in another circuit is reviewable only in the circuit of the transferor district court E. holding that it is essential that procedures be adopted and observed that will provide plaintiffs a fair opportunity to seek review in the transferor circuit prior to the physical transfer of the record

assistant: The best answer is E. holding that it is essential that procedures be adopted and observed that will provide plaintiffs a fair opportunity to seek review in the transferor circuit prior to the physical transfer of the record
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: Corp. v. Mesa Petroleum Co., 493 A.2d at 949, 954-57. 46 . Unocal Corp. v. Mesa Petroleum Co., 493 A.2d at 955. 47 . Unitrin, Inc. v. Am. Gen. Corp., 651 A.2d at 1387. 48 . Id. 49 . Id. (citation omitted). 50 . Id. at 1367. 51 . Unocal Corp. v. Mesa Petroleum Co., 493 A.2d at 955. 52 . Id. (citation omitted). 53 . Id. (citations omitted). 54 . Mills Acquisition Co. v. Macmillan Inc., 559 A.2d 1261, 1288 (Del.1988). 55 . Id. (citation omitted). 56 . Id. 57 . Williams v. Geier, 671 A.2d 1368 (Del.1996). 58 . Stroud v. Grace, 606 A.2d 75 (Del.1992). 59 . In re NCS Healthcare, Inc., 2002 WL 31720732, at *16 (Del.Ch. Nov. 22, 2002). See Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946, 955 (Del. 1985). 60 .See Paramount Communications, Inc. v. Time Inc., 571 A.2d 1140, 1151 (Del. 1989) (<HOLDING>). 61 . Unocal Corp. v. Mesa Petroleum Co., 493 Options: A. holding that the omission of an element is not a structural error subject to automatic reversal but rather where objected to is subject to harmless error analysis B. holding evidentiary rulings are subject to harmless error analysis C. holding trial errors are subject to a harmless error analysis D. holding that structural safety devices in a merger agreement are properly subject to a unocal analysis E. holding that confrontation clause issues are subject to harmless error analysis

assistant: The best answer is D. holding that structural safety devices in a merger agreement are properly subject to a unocal analysis
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 PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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 described in the Prospectus, all of the assets described in the Prospectus as owned by the Subsidiaries of the Company are owned directly by the Subsidiaries. Except for the Subsidiaries, the Company owns no beneficial interest, directly or indirectly, in any corporation, partnership, joint venture, limited liability company or other entity.

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: date of the Act, N.J. Property Liab. Guar. Ass’n v. Brown, 174 N.J.Super. 629, 633-634, 417 A.2d 117 (App.Div.), certif. denied, 85 N.J. 462, 427 A.2d 561 (1980), is instructive. There, a bail bondsman in his office accidentally shot a friend who had paid him a social visit with a gun possessed for business reasons. We held that the exception to the insured’s homeowners’ policy exclusion for non-business pursuits provided coverage because “[sjhowing a gun to a friend in such circumstances would not be an activity ordinarily incident” to the duties of a bail bondsman. Id. at 634, 417 A.2d 117. Cases decided after the effective date of the Act have also given effect to exception to exclusion clauses. See Burdge v. Excelsior Ins. Co., 194 N.J.Super. 320, 476 A.2d 880 (App.Div.1984) (<HOLDING>). Because an exception to an exclusion clause Options: A. holding that the underlying action arose out of insureds exercise of his personal and political rights and not out of business pursuits and thus the policy exclusion for claims arising out of business pursuits did not apply because the exception to the exclusion for nonbusiness pursuits was applicable B. holding that nature of alleged bias must be personal and not arising out of litigation C. holding that an arising out of exclusion applies to claims flowing from or growing out of the excluded activity D. holding as unambiguous under iowa law the insurance policys exclusion of coverage to any obligation of the insured to indemnify another because of damages arising out of a bodily injury to any employee of the insured arising out of and in the course of his employment by the insured E. holding that employees claims against firm were not subject to mandatory arbitration because they did not arise out of business activities of either employee or firm but instead arose out of divorce agreement

assistant: The best answer is A. holding that the underlying action arose out of insureds exercise of his personal and political rights and not out of business pursuits and thus the policy exclusion for claims arising out of business pursuits did not apply because the exception to the exclusion for nonbusiness pursuits was applicable
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: You may participate in any and all of the benefit programs that the Company establishes and makes available to its employees from time to time provided you are eligible under (and subject to all provisions of) the plan documents governing these programs, including without limitation the Company’s ESP. Without limiting the generality of the foregoing, you shall at all times have indemnification protection, and the benefit of liability insurance and other similar protections, on a basis no less favorable than any other officer or director of the Company.

assistant: Benefits
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 contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, shall not in any way be affected or impaired thereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: have had a track record of reliability, their tips corroborated the first informant’s tip and to some extent each other’s tips, which also “render[s] their information enough to support a finding of probable cause.” United States v. Fulgham, 143 F.3d 399, 401 (8th Cir.1998). In like fashion, in United States v. Le, 173 F.3d 1258, 1266 (10th Cir.1999), a case where the sufficiency of an affidavit upon which a search warrant was challenged, we said: The affidavit contained information provided by two different informants whose stories were remarkably consistent. “[CJonsistency between the reports of two independent informants helps to validate both accounts.” United States v. Schaefer, 87 F.3d 562, 566 (1st Cir.1996); see also United States v. Fulgham, 143 F.3d 399, 401 (8th Cir.1998) (<HOLDING>); United States v. Pritchard, 745 F.2d 1112, Options: A. holding that noncompliance with mandatory requirement of search warrant statute designed to ensure that warrants are issued upon reliable information required that information provided by informants be ignored in determining probable cause B. holding that a credibility determination based on among other things a tendency to exaggerate was supported by substantial evidence C. holding among other things that the officers observations that the defendant was under the influence of a controlled substance without more did not establish probable cause to believe that the defendant had committed a crime D. holding that the magistrates finding of probable cause was supported by among other things the reciprocally corroborative consistency in the information provided by two separate informants E. holding that in order to prevail on a malicious prosecution claim under 1983 a plaintiff must establish among other things the absence of probable cause for the initiation of the proceedings against her

assistant: The best answer is D. holding that the magistrates finding of probable cause was supported by among other things the reciprocally corroborative consistency in the information provided by two separate informants
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 sale by the Borrower and the International Borrower of their construction claims business shall have been consummated pursuant to the terms of the Stock Purchase Agreement dated as of December 20, 2016 without giving effect to any modifications, amendments, consents or waivers that in the aggregate are material and adverse to the Administrative Agent or the U.S. Revolving Credit Lenders, without the written consent of the Administrative Agent.

assistant: Sales
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 CDK’s rights and obligations hereunder may be assigned by CDK and shall inure to the benefit of and shall be enforceable by any such assignee, as well as any of CDK’s successors in interest. This Agreement and my rights and obligations may not be assigned by me, but are binding upon my heirs, administrators, executors, and personal representatives.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Supreme Court determined in its discretion that the time had come to return the FJD to local control; the Justices then debated alternatives, voted, and issued a directive reorganizing the FJD. This procedure was no different from that which a legislature would follow in like circumstances. In sum, the issuance of the March 26 order was both substantively and procedurally legislative, and accordingly the dis trict court did not err in applying legislative immunity to Justices Zappala, Cappy, and Nigro with respect to claims arising from Gallas’ termination as Executive Administrator. Having reached this conclusion, we must afford quasi-legislative immunity to Sobolevitch, whose role in the reorganization derived from the Supreme Court’s order. See Aitchison, 708 F.2d at 99-100 (<HOLDING>). Indeed, Gallas’ counsel conceded before the Options: A. holding that city council is entitled to absolute legislative immunity from claim under the age discrimination in employment act B. holding that individuals acting in a legislative capacity at a regional level are entitled to absolute immunity C. holding that the burden is on the defendants to establish the existence of absolute legislative immunity D. holding that a judge was not entitled to absolute immunity for firing an employee E. holding that borough attorney who was acting in direct assistance of legislative activity was entitled to absolute immunity

assistant: The best answer is E. holding that borough attorney who was acting in direct assistance of legislative activity was entitled to absolute immunity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof and all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the essential economic or legal substance of the transactions contemplated hereby is not affected. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, Alliqua and BSN shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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: The Member and each person who is or has agreed to become an Officer of the Company, or each such person who serves or has agreed to serve at the request of the Company as a director or officer of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Company to the fullest extent permitted by the Act or any other applicable laws as now or hereafter in effect. The right to indemnification conferred in this Section 11 shall include the right to be paid by the Company the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. Without limiting the generality or effect of the foregoing, the Company may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Section 11. Notwithstanding the foregoing, this indemnity shall not apply to actions brought or threatened by an Officer or which constitute simple negligence (except as provided in the succeeding sentence), gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement. This indemnity shall apply to actions constituting simple negligence, but only to the extent that the Company actually receives payment of the proceeds of insurance covering the liability of the Company for such negligence. The Company may purchase and maintain insurance to protect itself, the Member and any Officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such party under this Section 11. This indemnification obligation shall be limited to the assets of Company and no Member shall be required to make a capital contribution in respect thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: have both the opportunity in accordance with the provisions of law to be considered for jury service in this state and the obligation to serve as a juror when selected. Iowa Code § 607A.1. This statement mirrors the fair-cross-section requirement of the Sixth Amendment and the purposes underlying that requirement. See State v. Lohr, 266 N.W.2d 1, 5 (Iowa 1978) (noting Iowa’s statutes governing jury-selection procedures seek to discharge the constitutional requirements that the jury be drawn from a fair cross section of the community and that no identifiable group be systematically excluded). Consequently, any departure from the statutory requirements that does not frustrate the goal of attaining a fair cross section of the community is not material. See Langdon, 126 Cal.Rptr. at 579 (<HOLDING>). We have previously held that the Options: A. holding that it is error to conduct most of the jury selection process in the absence of the defendant B. holding that a defendant could not establish stricklands prejudice prong because any erroneous exclusion of an impartial juror was harmless because we have every reason to believe the replacement was also an impartial juror the defendant does not dispute that he was convicted and sentenced by an impartial jury and he presents no reason to think that a jury composed of a slightly different set of impartial jurors would have reached a different verdict C. holding that a criminal defendants right to an impartial jury is guaranteed by article 1 section 9 of the pennsylvania constitution D. holding a material departure from statute governing jury selection is one that affects the substantial rights of a defendant in securing an impartial jury E. holding no violation of substantial rights occurred during voir dire where record did not show that defendant was denied fair and impartial trial

assistant: The best answer is D. holding a material departure from statute governing jury selection is one that affects the substantial rights of a defendant in securing an impartial jury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Deemer Clause: A Legislative Savior for Self-Funded Health Insurance Plans Under the Employee Retirement Income Security Act of 1974, 18 Wm. Mitchell L. Rev. 767, 787 (1992) (“While an employer has the choice to fund its own benefit plan or to purchase a plan from an insurance company, the only distinguishable difference ... in the nature of the benefit plan is the source of the funding. Even when an employer chooses to fund its own benefit plan, the plan provides a benefit schedule, assumes liability through a contractual document for payment of claims accorded by the bene 916. The cases on which Aetna relies for this proposition concern risk-shifting provisions that were just one element of a broader contract whose primary object was not risk-shifting. See Jellins, 174 P.2d at 631 (<HOLDING>); Garamendi, 7 Cal. Rptr.3d at 919-20 (holding Options: A. holding that insurance certificate holder could not maintain negligence action against insurer when certificate holder was not insurers customer did not discuss insurance coverage with insurer and did not make any specific request to procure insurance coverage B. holding government could be liable for breach of a contractual obligation to purchase insurance for plaintiff C. holding that insurance agents owe no duty to procure coverage for persons with no written or oral agreement with the agent to procure coverage or who have never contacted the agent about insurance coverage D. holding that a contractual promise to perform maintenance on and procure insurance for a truck was not insurance because the major part of party as service to party b is the supplying of labor E. holding that an insurance agent who does not procure the insurance coverage requested breaches his or her duty suggesting a negligence claim

assistant: The best answer is D. holding that a contractual promise to perform maintenance on and procure insurance for a truck was not insurance because the major part of party as service to party b is the supplying of labor
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: for delay.” The October 1992 letter states that though it was two years since his retirement, “as yet my retirement pay has not been finalized ... I have no idea why the inordinate delay.” Plan administrator Iris Matsumoto characterized the first letter from Bell as a request for a “final calculation,” and apologized “for the lengthy delay in processing your final benefit calculation.” Thus “although this letter could have been more artfully drafted, viewing the letter in its entirety and considering [the administrator’s] understanding that a request was being made,” we hold that the letters “constituted a sufficient written request.” Boone v. Leavenworth Anesthesia, Inc., 20 F.3d 1108, 1111 (10th Cir.1994); see also Fisher v. Metropolitan Life Ins. Co., 895 F.2d 1073 (5th Cir.1990) (<HOLDING>). Finally, Bell is squarely in the class of Options: A. holding that a request is sufficiently clear if the administrator knew or should have known that plan information was requested B. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant C. holding that a cause of action accrues when the claimant knew or reasonably should have known of the wrong D. holding that the destruction of documents which the party knew or should have known would be relevant to a pending or potential lawsuit is sanctionable E. holding that one who is named in documents as plan administrator signs documents as plan administrator and assumes discretionary authority in the administration of the pension plan is a fiduciary

assistant: The best answer is A. holding that a request is sufficiently clear if the administrator knew or should have known that plan information was requested
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 Section 8.3.4, the provisions set forth in the following Sections, as well as, to the extent applicable, any other Sections or defined terms referred to in such Sections or Articles or necessary to give them effect, shall survive any expiration or termination of this Agreement in its entirety: Section 4.1 ( Ownership of Inventions ); Section 4.2 ( Prosecution and Maintenance of Patent Rights ; ARTICLE 5 ( Confidentiality ); ARTICLE 6 ( Representations and Warranties ); ARTICLE 7 ( Indemnification ); Section 8.3 ( Effects of Termination ); Section 9.3 ( Choice of Law ); Section 9.4 ( Notices ); Section 9.12 ( No Consequential or Punitive Damages ); and Section 9.20 ( Records Generally ). Furthermore, any other provisions required to interpret the Parties’ rights and obligations under this Agreement, including applicable definitions in ARTICLE 1, shall survive to the extent required. Except as otherwise provided in this Section 8.3.4, all rights and obligations of the Parties under this Agreement, including any licenses granted hereunder, shall terminate upon expiration or termination of this Agreement in its entirety or solely with respect to the terminated country, as the case may be, for any reason.

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: matters, and adversary proceedings have been fully resolved. 6 . The Trustee does not appear to challenge on appeal the Bankruptcy Court's and the District Court’s conclusion that the Bankruptcy Court would have entered an order closing the case in December 1996, assuming that it could have done so. 7 . See also Baldwin County Welcome Ctr. v. Brown, 466 U.S. 147, 151, 104 S.Ct. 1723, 80 L.Ed.2d 196 (1984) (“One who fails to act diligently cannot invoke equitable principles to excuse that lack of diligence."); In re Jarvis, 53 F.3d 416, 421 (1st Cir.1995) (“if the category of extraordinary circumstances were expanded to include mere oversight, the modifying adjective 'extraordinary' would be completely emptied of its meaning”); In re Ark. Co., Inc., 798 F.2d 645, 650 (3d Cir.1986) (<HOLDING>). STRAUB, Circuit Judge, concurring. I agree Options: A. holding in review of a downward departure that an extraordinary reduction must be supported by extraordinary circumstances B. holding reasonable an agency determination that a request for an investigative file did not include the employment file C. holding in a habeas case that tolling is available when an inmate diligently pursues his claims and demonstrates that the failure to timely file was caused by extraordinary circumstances beyond his control D. holding that extraordinary circumstances did not include the mere neglect of the professional who was in a position to file a timely application E. holding equitable tolling available if an inmate diligently pursues his claims and demonstrates that the failure to timely file was caused by extraordinary circumstances beyond his control

assistant: The best answer is D. holding that extraordinary circumstances did not include the mere neglect of the professional who was in a position to file a timely application
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the previous dismissal and retain jurisdiction on the grounds that the plaintiff had engaged in improper game-playing. Id. The district court declined to do. so, basing its decision upon the absolute right of a plaintiff to dismiss his case before an answer has been filed. Id. However, the court noted that the defendant was not left without recourse. The proper course of action was for it to remove the new case and argue that the real amount in controversy was higher than the amount alleged. Id. at *2. Though it did not explicitly state so, the district court apparently felt that the amount claimed in the prior complaint could serve as evidence of the “real amount in controversy” in the subsequently filed claim. See also St. Paul Mercury Indem. Co., 303 U.S. at 288-89, 58 S.Ct. 586 (<HOLDING>). There is some indication that the plaintiff Options: A. recognizing that federal removal jurisdiction is determined by the amount of damages a plaintiff seeks B. holding that the district court erred in not determining whether the amount in controversy necessary to create diversity jurisdiction was met at the time of removal C. holding that jurisdiction is determined at the time the complaint is filed and postfiling events cannot create jurisdiction D. holding that the plaintiff cannot defeat federal jurisdiction by reducing his claim for damages after removal because the amount in controversy is determined by looking at the complaint when filed E. holding that the burden is on defendant as the party invoking removal jurisdiction to establish the existence of a sufficient amount in controversy

assistant: The best answer is D. holding that the plaintiff cannot defeat federal jurisdiction by reducing his claim for damages after removal because the amount in controversy is determined by looking at the complaint when filed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Restatement Effective Date, Schedule 3.14 sets forth the name and jurisdiction of incorporation of each Material Subsidiary and, as to each such Material Subsidiary, the percentage of each class of Equity Interests owned by the Borrower and its other Subsidiaries.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, which other provision shall remain in full force and effect. In the event any provision of this Agreement is found to be invalid or unenforceable, it may be severed from the Agreement and the remaining provisions of the Agreement shall continue to be binding and effective.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: requiring the use of force existed. However, after having made a decision to request backup, the officers inexplicably proceeded to engage Mr. Claybrook in a violent confrontation without awaiting the arrival of the uniformed officers. Contrary to the majority’s assertion, the officers here were hardly involved in a high-speed pursuit or any high-pressure confrontation at the time that they decided to act, as were the officers in Lewis. See 118 S.Ct. at 1720-21. As such, Ms. daybook’s claims should be analyzed using the “deliberate indifference” standard; which is to say, her claim should be viewed in the context of whether the officers had time to make a reasoned judgment about their conduct. Id.; see Moreland v. Las Vegas Metro. Police Dep’t, 159 F.3d 365, 373 (9th Cir.1998) (<HOLDING>). When viewing the officers’ actions under this Options: A. recognizing that the critical question when applying the appropriate standard of culpability under lewis is whether the circumstances allowed the state actors time to fully consider the potential consequences of their conduct B. holding that although the board set forth the appropriate standard of review at the outset of its decision in this case whether the bia properly applied that standard was a question of law C. recognizing that the critical question is whether any present violation exists D. holding that a private actors conduct was not state action just because the government failed to supervise that partys conduct E. holding that the appropriate standard of review is abuse of discretion

assistant: The best answer is A. recognizing that the critical question when applying the appropriate standard of culpability under lewis is whether the circumstances allowed the state actors time to fully consider the potential consequences of their conduct
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: Commencing as of the Effective Date, Officer shall continue to receive an annual salary of $400,000.00 (the “ Base Salary ”), payable in accordance with the regular payroll practices applicable to senior executives of the Bank generally, but no less frequently than monthly, and less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. With respect to Base Salary for the period beginning on October 1, 2017, the Base Salary shall be $425,000. For each fiscal year thereafter, the Committee will review Officer’s Base Salary and make such increases (but not decreases) to Base Salary as determined by the Committee and consistent with Section 4(a) of this Agreement. Base Salary increases will be retroactive to the first day of the applicable fiscal year.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof and any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement, the Fee Letter or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Lead Arranger and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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: that the Commissioner was not estopped, from applying Revenue Ruling 80-173 retroactively. V. Taxpayer raises several other grounds for reversal on appeal but it is less than clear that they were presented to the Tax Court. The most significant of these grounds was that the Commissioner’s different treatment of flight training benefits from other veterans’ educational benefits denied him the right to equal treatment in the application of the tax laws. We conclude that the totality of the present circumstances dictates that this ground be remanded to the Tax Court for appropriate consideration. We reach this conclusion for several reasons. First, we are uncertain whether it was before the Tax Court given the language of the pro se brief filed in that court. Next, and of importa .1984) (<HOLDING>). Thus, there may be some question as to the Options: A. recognizing that the application of a retroactive amendment is discretionary B. holding retroactive application C. holding no retroactive application D. holding retroactive application of the act to prosecution that was pending before the effective date of the act was precluded because the act is prospective E. holding that there is no rational reason for the retroactive application of 80173 and the prospective application of 833

assistant: The best answer is E. holding that there is no rational reason for the retroactive application of 80173 and the prospective application of 833
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that have “physical substance apparent to the senses.” See Webster’s Third New Int’l Dictionary, supra, at 2337 (defining “tangible property”). The insurance policy in this case covers liability for “physical damage to tangible property,” not damage to data and software, i.e., the abstract ideas, logic, instructions, and information. Thus, while it covers any damage that may have been caused to circuits, switches, drives, and any other physical components of the computer, it does not cover the loss of instructions to configure the switches or the loss of data stored magnetically. These instructions, data, and information are abstract and intangible, and damage to them is not physical damage to tangible property. See Lucker Mfg. v. Home Ins. Co., 23 F.3d 808, 819 (3d Cir.1994) (<HOLDING>); State Auto Prop. & Cas. Ins. Co. v. Midwest Options: A. holding under the policy language that diminution of market value is not a cause of loss but a measure of a loss caused by something else B. holding that where the real value of an anchoring system design is in the idea not in the physical plans that memorialize it any loss in value of the design represents a loss in the value of the idea which is not a loss of use of tangible property C. holding that unless the collision resulted in a total loss the measure of recovery is the difference between the fair market value of the vehicle in the condition in which it was immediately prior to the collision and its value thereafter D. holding determination of property value in case to decide if assessed value was excessive is not a liquidated demand where only evidence of property value was the conclusory allegation of value in plaintiffs unsworn petition E. holding that proof of loss is not evidence of extent of loss and insured is not precluded from showing his damages were greater than shown in proof of loss

assistant: The best answer is B. holding that where the real value of an anchoring system design is in the idea not in the physical plans that memorialize it any loss in value of the design represents a loss in the value of the idea which is not a loss of use of tangible property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: equitable tolling claim, it may simply accept his factual allegations as true, and afford him a hearing to contest the factual allegations of the administrative complaint. REVERSED AND REMANDED. TORPY and EVANDER, JJ., concur. 1 . More specifically, these facts would support the Board's findings that Nicks violated section 489.129(l)(m) by committing incompetency or misconduct in the practice of contracting; violated section 489.129(l)(n), Florida Statutes, by committing gross negligence, repeated negligence, or negligence resulting in a significant danger to life or property; and, violated section 489.129(1)0, Florida Statutes, by abandoning a construe tion project by terminating the project without just cause. Nicks argues that even if he waived his right t .2d 182, 183 (Fla.1952) (<HOLDING>). The only issues remaining after a waiver are Options: A. 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 B. recognizing our authority to order suspension of a judge C. recognizing the accepted rule that a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief D. recognizing that the rule appears to be general that where the information specifies the charge and no defense is offered and a default is taken the order of suspension may not require a finding of fact to support it E. holding that district court had not erred in declining to vacate default judgment when defendant offered mere general denial without facts to support it

assistant: The best answer is D. recognizing that the rule appears to be general that where the information specifies the charge and no defense is offered and a default is taken the order of suspension may not require a finding of fact to support it
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 Seventh Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Seventh Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

assistant: Counterparts