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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions hereof, the Purchaser agrees to purchase from the Company, and the Company agrees to issue, sell, transfer and convey to the Purchaser [_____] Shares (" Total Shares "), at a price per share equal to [______] (the " Price per Share ") for an aggregate purchase price equal to the product of the Total Shares and the Price per Share (the " Purchase Price ") at the Closing (as defined below).

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: Subject to the terms of the Lease regarding insurance and waiver of subrogation by the parties, Tenant hereby indemnifies and agrees to defend and hold Landlord, the Premises and the Building harmless from and against any and all suits, claims, actions, losses, costs or expenses of any nature whatsoever, together with reasonable attorneys’ fees for counsel of Landlord’s choice, arising against Landlord out of third party claims against Landlord, except to the extent attributable to Landlord’s negligence or willful misconduct, which arise out of third party claims against Landlord arising out of or in connection with the Tenant Improvements or the performance of Tenant’s Work (including, but not limited to, claims for breach of warranty, worker’s compensation, personal injury or property damage, and any materialmen’s and mechanic’s liens).

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: the focus of the litigation” will be “the alleged common course” of unfair conduct embodied in Wells Fargo’s alleged scheme to maximize overdraft fees through the reordering of transactions at account posting. Sargent v. Genesco, Inc., 75 F.R.D. 79, 86 (M.D.Fla.1977). Any analysis of this scheme will depend on evidence relating to the standardized account agreement and overdraft practices affecting all class members in a uniform manner. Predominance is “a test readily met in certain cases alleging consumer ... fraud,” Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 625, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997), particularly where, as here, uniform practices and misrepresentations give rise to the controversy. See, e.g., In re U.S. Foodserv. Pricing Litig., 729 F.3d 108, 120 (2d Cir.2013) (<HOLDING>) (quoting Klay, 382 F.3d at 1259); Powers v. Options: A. holding that if the alleged misrepresentations are material a plaintiff is entitled to recovery whether or not the misrepresentations caused the alleged damage B. holding that class actions may be reasonably litigated through use of legitimate inferences based on the nature of the alleged misrepresentations at issue C. holding that burden was on nonmoving party to show issue was not litigated where moving party presented arbitrators order showing issue had been litigated D. holding that a plaintiff satisfied rule 9b by pleading which machines were the subject of alleged fraudulent transactions and the nature and subject of the alleged misrepresentations E. holding that burden was on nonmoving party to show issue was not litigated where moving party presented supreme court opinion showing issue had been litigated

assistant: The best answer is B. holding that class actions may be reasonably litigated through use of legitimate inferences based on the nature of the alleged misrepresentations at issue
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 provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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: in noncapital cases, neither the Sixth Amendment nor. the Due Process Clause of the Fourteenth Amendment guarantees a defendant the right to a unanimous jury verdict in a state trial. See Johnson v. Louisiana, 406 U.S. 356, 92 S.Ct. 1620, 32 L.Ed.2d 152 (1972); Apodaca v. Oregon, 406 U.S. 404, 92 S.Ct. 1628, 32 L.Ed.2d 184 (1972). In Schad v. Arizona, 501 U.S. 624, 629, 111 S.Ct. 2491, 115 L.Ed.2d 555 (1991), a plurality of the Supreme Court avoided extending the federal unanimity requirement to a state capital defendant, by concluding that even if the unanimity requirement applied it would not provide relief to the defendant. The defendant in Schad, 501 U.S. at 628, 111 S.Ct. 2491, was indicted by a state grand jury for capital murder, which the relevant statute def 1, 936 (1976) (<HOLDING>), overruled on other grounds by State v. Quick, Options: A. holding that the jury need agree only that the defendant committed firstdegree murder not on the theory by which it reached the verdict B. holding that the accused cannot impeach a verdict on the basis that the jury could not agree on the theory of firstdegree murder C. holding error is not harmless when the accused is convicted of firstdegree murder on a general verdict after a trial in which premeditation and felony murder theories are espoused if the felony underlying the felony murder charge is based on a legally unsupportable theory D. holding that a jury verdict will be sustained on any reasonable theory based on the evidence E. holding that the jury need not agree on the theory supporting the conviction if there is sufficient evidence to support either theory

assistant: The best answer is B. holding that the accused cannot impeach a verdict on the basis that the jury could not agree on the theory of firstdegree murder
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: or a breakdown in the administrative process.” (FOF ¶ 12.) Without making any specific credibility determinations, the ALJ stated that: While it may appear from the testimony and evidence that an appeal may have been filed prior to December 15, 2011, no certificate of mailing or receipt was provided to prove that an appeal was filed or on what date it was filed in this case. Therefore, I do not find [that C.E.] has met his burden of showing there are sufficient grounds to allow the appeal to proceed nunc pro tunc. (ALJ Adjudication at 3.) Accordingly, the ALJ recommended that C.E.’s appeal be dismissed as untimely. The Bureau adopted the ALJ’s adjudication and C.E. requested reconsideration by the Secretary. The Secretary granted reconside ew, 543 Pa. 381, 671 A.2d 1130, 1131 (1996) (<HOLDING>); Bass v. Commonwealth of Pennsylvania, 485 Pa. Options: A. holding that trial court may modify sentence on the same day as the assessment of the initial sentence and before the court adjourns for the day B. holding that oral imposition of sentence begins seven day clock for rule 35c C. holding that appellants seven day hospitalization was a nonnegligent circumstance D. holding that there was no coercion by the trial court where the jury deliberated all day friday and all day saturday E. holding that failure to consider potential mail delay was not a nonnegligent circumstance

assistant: The best answer is C. holding that appellants seven day hospitalization was a nonnegligent circumstance
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices and other communications shall be in writing (including facsimile or telex) and mailed, faxed, telexed, hand delivered or delivered by a nationally recognized overnight courier, if to the Borrower, at its address at 7909 Parkwood Circle Drive, Houston, Texas 77036, Attention: Treasurer, with a copy to the General Counsel, Facsimile: (713) 346-7995, Telephone: (713) 346-7550; if to any Lender, any Swingline Lender or any Issuing Lender, at its address for notices specified in its Administrative Questionnaire; if to the Administrative Agent (including the delivery of a Compliance Certificate), at its address at 1525 W WT Harris Blvd., Mail Code D1109-019, Charlotte, NC 28262, Attention: Syndication Agency Services, (facsimile: (704) 590-2790; telephone: (704) 590-2706), with a copy to 1000 Louisiana Street, 9 th Floor, Houston, Texas 77002, Attention: [ ] (facsimile: (713) 739-1087; telephone: (713) 319-[ ]); if a Notice of Borrowing or a Notice of Conversion or Continuation to the Administrative Agent at the address for the Administrative Agent specified above; or, as to each party, at such other address or teletransmission number as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, faxed, telexed or hand delivered or delivered by overnight courier, be effective three days after deposited in the mails, when facsimile transmission is completed, when confirmed by telex answer-back or when delivered, respectively, except that notices and communications to the Administrative Agent, a Swingline Lender or an Issuing Lender pursuant to Article II or VIII shall not be effective until received by the Administrative Agent, such Swingline Lender or such Issuing Lender.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: would leave the district court judge with unfettered discretion to set interest rates on judgments, which was most likely not the intent of the legislature, and which is at variance with the common law. At common law, no interest was allowed, and it is only permissible when authorized by statute. See Paradise Homes v. Central Surety, 84 Nev. 109, 116, 437 P.2d 78, 83 (1968); see also Wilson v. Pacific Maxon, Inc., 100 Nev. 479, 483, 686 P.2d 235, 237 (1984) (“As we have explained, the statutory interest rate was seven percent (7%). The judgment entered below, therefore, must be modified to provide for prejudgment interest at the rate of seven percent (7%) instead of twelve percent (12%).”). Statutes in derogation of the common ng Fiberglass Corporation, 616 So. 2d 645, 647 (La. 1993) (<HOLDING>). We reject this argument based on a plain Options: A. holding that courier and messenger costs are not taxable costs B. holding that investigatory costs are considered costs of response under cercla C. holding that mediation costs are not compensable D. holding that costs are not fixed until judgment is entered and interest can only run on costs when due E. recognizing that detariffmg would result in some increased administrative costs but anticipating those costs to be initial and fixed costs only resulting from the shift to a detariffed environment such as the cost of developing short standard contracts

assistant: The best answer is D. holding that costs are not fixed until judgment is entered and interest can only run on costs when due
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: and the Jencks Act, 18 U.S.C. § 3500. We reject all three arguments. Agent Sandberg interviewed Herrera after she was arrested. He took rough notes during the interrogation and later compiled a report based on those rough notes. The government gave a copy of the report to Herrera, but did not turn over Agent Sandberg’s rough notes. Under the facts of this case, any error in failing to turn over the rough interview notes would have been harmless because Herrera did not allege that the final police report misrepresented or omitted her statements, nor that it attributed to her any statement she did not make. See Fed.R.Cr.Proc. 16(a)(1)(A) (requiring disclosure of “substance of any relevant oral statement made by the defendant”); United States v. Griffin, 659 F.2d 932, 938 (9th Cir.1982) (<HOLDING>). Moreover, Herrera did not raise a color-able Options: A. holding that defendants remarks cannot be a statement for jencks act purposes when the agent testifies as a government witness because it does not represent the agents own words B. holding that both agent and principal will be liable when the agent acts within the scope of his employment but for his own purposes C. holding that an fbi agents notes were not a witness statement within the act because there was no evidence that the witness adopted or approved what was recorded D. holding that when a law enforcement officer testifies using technical terms but based on his personal knowledge of a relevant investigation the officer testifies as a lay witness E. holding that the governments late disclosure of a statement by a government witness did not require reversal under the jencks act where the defendants were allowed a second chance to crossexamine the witness

assistant: The best answer is A. holding that defendants remarks cannot be a statement for jencks act purposes when the agent testifies as a government witness because it does not represent the agents own words
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 the foregoing, if a “ Change in Control ” (as defined in the Company’s Senior Executive Change in Control Plan) shall occur within two years prior to the expiration of the Term, then the Term shall automatically be extended for a period of two years following the date of the Change in Control.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent applicable, the Participant shall be subject to the provisions of Section 12 of the Plan with respect to any withholding or other tax obligations in connection with the grant, vesting or settlement of the Restricted Share Units or otherwise in connection with this Agreement.

assistant: Tax Withholdings
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 not be assigned by any Party without the prior written consent of the other Party hereto, except that SEACOR may assign (i) any or all of its rights and obligations under this Agreement to any of its Affiliates and (ii) any or all of its rights and obligations under this Agreement in connection with a sale or disposition of any assets or entities or lines of business of SEACOR; provided , however , that, in each case, no such assignment shall release SEACOR from any liability or obligation under this Agreement. Except as provided in Article II with respect to indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement and their respective Subsidiaries and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The number of RSUs awarded is subject to adjustment as provided in Section 8 of the Plan. The Participant shall be notified of such adjustment and such adjustment shall be binding upon the Corporation and the Participant. This Award shall be administered in accordance with, and is subject to, any recoupment policies and provisions prescribed by the Plan; including but not limited to Section 7.07 thereof and all clawback and recoupment policies or provisions required by law from time to time. In its sole discretion, the Committee shall have the authority to amend, waive or apply the terms of any clawback or recoupment policies or provisions, to the extent necessary or advisable to comply with applicable laws, as determined by the Committee.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Ellis, 126 S.W.3d 324, 330 (Tex.App.-Dallas 2004, no pet.). Therefore, our determination is limited to whether MCD is bound by the arbitration agreement as a third-party beneficiary or under a theory of estoppel. Third-Party Beneficiary Courts treat arbitration agreements as other contracts in applying the legal rules to interpret them. In re Olshan Foundation Repair, Co. LLC, 328 S.W.3d 883, 889 (Tex.2010). “The goal is to discern the true intentions of the parties, as the FAA’s primary purpose is to ensure private agreements to arbitrate and enforce according to their terms, no more, no less.” Id. A third-party beneficiary to a contract can compel or be compelled to arbitrate under an arbitration provision in a contract. See In re NEXT Fin. Group Inc., 271 S.W.3d 263, 267 (Tex.2008) (<HOLDING>). Generally, however, “there is a presumption Options: A. holding that plaintiff could not prevail as a thirdparty beneficiary where contract was not valid B. holding that the governments cooperation with a thirdparty is not sufficient to establish a thirdparty beneficiary relationship C. holding that the thirdparty beneficiary theory did not apply D. recognizing common law cause of action as thirdparty beneficiary E. holding employer thirdparty beneficiary could compel arbitration

assistant: The best answer is E. holding employer thirdparty beneficiary could compel arbitration
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 affected the administration of the Policy., Id. The conflict of interest must exist more than in theory, it must be an actual conflict of interest. If the two-part Atwood test is met, Unum's denial of benefits is reviewed under a de novo standard of review. Plaintiff lV[esser argues that he meets both parts of the Atwood test. First, Messer asserts Unum had an apparent conflict of interest. An apparent conflict of interest exists where the "plan administrator is responsible for both funding and paying for claims." Bendixen v. Standard Insurance Co., 185 F.3d 939, 942 (9th Cir.1999). Unum does have an apparent conflict of interest because it funds and pays for claims. See Lang v. Long-Term Disability Plan of Sponsor Applied Remote Technology, Inc., 125 F.3d 794, 797 (9th Cir.1997) (<HOLDING>). Because of ljnum's apparent conflict of Options: A. holding that plan administrator that was also insurer operated under conflict of interest B. holding that an administrator was involved in a joint venture with the insurer and thereby exposed to bad faith liability based on evidence that the administrator collected premiums handled claims and took a commission on the premiums collected and a percentage of the renewal commissions C. holding that it is wrong to assume a financial conflict of interest from the fact that the plan administrator is also the insurer D. holding the district court erred by finding an automatic conflict of interest merely because insurer and administrator were the same E. holding that an administrator who receives premiums and pays beneficiaries from its owli assets has an apparent conflict of interest

assistant: The best answer is E. holding that an administrator who receives premiums and pays beneficiaries from its owli assets has an apparent conflict of interest
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation by the Borrower of the transactions therein contemplated, nor compliance by the Borrower with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement evidencing Indebtedness or payment obligations in excess of $75,000,000 to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery by the Borrower of the Loan Documents to which it is a party, the borrowings under this Agreement, or the payment and performance by the Borrower of the Obligations under the Loan Documents to which it is a party, or in order to insure the legality, validity, binding effect or enforceability against the Borrower of any of the Loan Documents to which it is a party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: authority for which is specified” in its discussion of § 1252(a)(2)(B)(n). Id. We concluded in Zhao that this misstatement caused the Tenth Circuit to “analyze statutory language that Congress did not adopt,” a mistake we declined and continue to decline to follow. Id. Even if a panel of this court had the authority to revisit our holdings in Manzano-Garcia and Zhao and our interpretation of § 1252(a) (2) (B) (ii), Onyinkwa, and Yerkovich, which it does not, the government has provided us with no new reasons to do so. Therefore, we apply our previous reasoning to the matter at hand and conclude that we have jurisdiction to review the immigration judge’s decision to deny Ahmed’s motion for a continuance. Cf. Zafar v. United States Attorney General, 426 F.3d 1330, 1334 (11th Cir.2005) (<HOLDING>); Medina-Morales v. Ashcroft, 371 F.3d 520, 528 Options: A. holding that 1252a2bii precludes review of discretionary decisions in only the specific circumstances specified in the statute itself B. holding that the term final and conclusive precludes judicial review of army claims decisions C. holding that section 1252a2bii barred jurisdiction of decisions specified by statute as discretionary but did not bar decisions specified by regulation as discretionary D. holding that 1252a2bs ban on review of judgments regarding the granting of relief precludes review of only discretionary decisions E. holding that sjeetion 1252a2bii clearly precludes judicial review of decisions under section 1186ac4 because the statute specifies that those decisions are purely discretionary

assistant: The best answer is A. holding that 1252a2bii precludes review of discretionary decisions in only the specific circumstances specified in the statute itself
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Lead Arranger or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof (collectively, the “ New York Courts ”), and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that any Agent, any Lender, any Lead Arranger or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall be entitled to no less than the number of vacation days in each calendar year that is determined in accordance with the Company's vacation policy as in effect on the date hereof. The Executive shall also be entitled to all paid holidays and personal days given by the Company to its executives.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2(a)(1) of the 1933 Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any trading market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

assistant: Integration
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 questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Gagnon made it more difficult for her to sell financial products and thereby “altered the terms and conditions of her employment.” Yet the record suggests that these frustrations were shared by many, if not all, of the other agents in the office. Moreover, this type of “sporadic” inconvenience is not sufficiently “severe or pervasive” to meet the demanding test to establish a hostile environment claim. See Faragher, 524 U.S. at 788, 118 S.Ct. 2275 (explaining the justification for the “demanding” requirements placed on hostile environment claims); Nicole v. Grafton School, 181 F.Supp.2d 475, 484 (D.Md.2002) (granting motion to dismiss Title VII hostile environment claim in part because alleged racial slur was not sufficiently “continuous and prolonged”); Jackson, 171 F.Supp.2d at 532 (<HOLDING>). Plaintiff has therefore failed to establish Options: A. recognizing that a jury reasonably could find based on an employees complaints to a superior that the employee perceived her environment as hostile B. holding that ajlthough a continuing pattern of hostile or abusive behavior is ordinarily required to establish a hostile environment a single instance can suffice when it is sufficiently egregious and holding that the plaintiff established that she suffered a sexually hostile working environment where she alleged she was raped by a male coworker C. holding that plaintiffs allegation that her professor gave her a brief bear hug was insufficient to constitute a hostile work environment D. holding that plaintiffs allegations of loosely related actions that she perceived to be hostile to her based on her race are insufficient to meet the heavy burden required to prove hostile environment E. holding that a plaintiffs psychological distress was not vicarious in a hostile work environment case where she experienced her workplace as hostile by reason of the alleged harassment of other women out of her presence

assistant: The best answer is D. holding that plaintiffs allegations of loosely related actions that she perceived to be hostile to her based on her race are insufficient to meet the heavy burden required to prove hostile environment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In addition to, and not in limitation of Section 2.7 , no failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests and demands pursuant hereto shall be made in accordance with Section 14.2 of the Credit Agreement. All communications and notices hereunder to any Pledgor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 14.2 of the Credit Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: FMA-BZA). For the same reasons which have caused us to conclude that the FMA is the exclusive procedure available to Benin, we decline to decide this question, notwithstanding the full factual record before us. Resolution of whether chancery construction of a radio tower and antenna is an “expansion” under § 206(a) involves the exercise of judgment which Congress viewed as best made by the FMA-BZA. Jurisdictions disagree about whether construction of a radio tower and antenna constitutes an expansion. Compare Johnny Cake, Inc. v. Zoning Board of Appeals, 180 Conn. 296, 301, 429 A.2d 883, 886 (1980) (upholding denial of variance to construct radio antenna mast as an extension of nonconforming use) with Naimoli v. Zoning Hearing Board, 56 Pa. Commw. 337, 341, 425 A.2d 36, 39-40 (1981) (<HOLDING>); see generally 4 A. Rathkopf & D. Rathkopf, Options: A. holding that openended continuity was not established where plaintiffs had alleged no basis from which the court could conclude that continuation of the purported racketeering activities was likely at the time the complaint was filed B. holding that construction safety manuals and codes were properly admitted as objective standards of safe construction C. holding that construction of cable television tower was merely a continuation of nonconforming communication system use D. holding that review of the construction of a sentencing statute is de novo E. holding that claim construction is a matter of law for the court to determine

assistant: The best answer is C. holding that construction of cable television tower was merely a continuation of nonconforming communication system use
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: 12(e); Wallace, 597 F.3d at 798; United States v. Deitz, 577 F.3d 672, 692 (6th Cir.2009) (“Thus, because the record reveals that Deitz failed to file a Rule 14(a) motion prior to trial, he waived his objection.”); see also United States v. Rox, 692 F.2d 453, 454 (6th Cir.1982) (determining that the defendant waived her objection to misjoinder when she failed to raise the issue until the third day of trial and could not challenge the allegedly improper joinder on appeal). A court may grant relief from the waiver “[f]or good cause,” Fed.R.Crim.P. 12(e); Wallace, 597 F.3d at 798, where the defendant can “articulare] some compelling reason for not filing the motion within the deadline,” United States v. Walden, 625 F.3d 961, 966 (6th Cir.2010); see also Wallace, 597 F.3d at 798-99 (<HOLDING>). The defendant did not file a motion to sever Options: A. holding that the verdict must stand because defendant waived her right has suffered no constitutional harm as a result of all charges being tried together in a single trial and failed to make any substantive objections to the allegedly improper joinder quoting abboud 438 f3d at 567 B. holding that a defendant has a constitutional right to counsel as a matter of right on direct appeal C. holding that a communication between the judge and juror which is unrelated to the case being tried is not improper and prejudicial D. holding that a defendant was entitled to a transcript of the trial of codefendants who were tried together and convicted where one of the convictions was reversed on the ground of reasonable doubt E. holding that defendant failed to raise a constitutional issue at trial and thus waived appellate review of that issue

assistant: The best answer is A. holding that the verdict must stand because defendant waived her right has suffered no constitutional harm as a result of all charges being tried together in a single trial and failed to make any substantive objections to the allegedly improper joinder quoting abboud 438 f3d at 567
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: they were “routine.” {5} The State argues that the objection did not state “the ground or grounds of the objection or motion ... with sufficient specificity to alert the mind of the trial court to the claimed error or errors, ... [so] that a ruling thereon [could] then be invoked.” State v. Elliott, 2001-NMCA-108, ¶21, 131 N.M. 390, 37 P.3d 107 (internal quotation marks and citation omitted). We hold that Child’s objection was sufficient. The objection raised the issue that the applicable rules of the court did not countenance amendments to conform to the evidence. The trial court responded in kind. Proper preservation does not always require that counsel refer to the specific rule violated when making the objection. See Albertson v. State, 89 N.M. 499, 501, 554 P.2d 661, 663 (1976) (<HOLDING>); cf. State v. Jacobs, 2000-NMSC-026, ¶ 12, 129 Options: A. holding that an objection based on relevancy was specific enough to alert the trial court that the testimony was improper under the rule addressing the admissibility of prior misdemeanor offenses B. holding that a party waives an objection by failing to request a ruling on the admissibility of the evidence before the district court C. holding that objection by defense counsel that he did not see the relevance of the evidence was not a proper relevancy objection D. holding that objection must reasonably be expected to alert the trial court to the ground subsequently raised on appeal E. holding that plaintiffs objection to an r r was not specific enough to constitute an adequate objection under fedrcivp 72b

assistant: The best answer is A. holding that an objection based on relevancy was specific enough to alert the trial court that the testimony was improper under the rule addressing the admissibility of prior misdemeanor offenses
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: regard to the third factor concerning the issue of primary liability, the majority concludes that Far East was primarily liable for the debt which it paid; to wit, the letter of credit which it issued in favor of the Surety. The majority reasons that the letter of credit agreement between Far East and the Surety created a separate and independent obligation for which Far East bore primary responsibility to pay. As support for this proposition, the majority relies on San Diego Gas & Elec. Co. v. Bank Leumi, 42 Cal.App.4th 928, 933, 50 Cal. Rptr.2d 20 (1996), and Western Sec. Bank v.Super. Ct., 15 Cal.4th 232, 933 P.2d 507, 62 Cal.Rptr.2d 243 (1997), both of which confirm the “independent” nature of letters of credit. Western Sec. Bank, 15 Cal.4th at 248, 62 Cal.Rptr.2d 243, 933 P.2d 507 (<HOLDING>); San Diego Gas & Elec. Co., 42 Cal.App.4th at Options: A. holding that substantial compliance with notice is sufficient B. holding that insurance obligation was primary to indemnity obligation C. recognizing that strict compliance with 1557 is required D. recognizing that an issuer has the primary obligation to pay on letter of credit such that literal compliance with the letter of credits terms for payment is all that is required E. holding that strict compliance is not required

assistant: The best answer is D. recognizing that an issuer has the primary obligation to pay on letter of credit such that literal compliance with the letter of credits terms for payment is all that is required
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (postage prepaid, receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11 ).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will have the right to assign and/or transfer this Agreement to its affiliates, successors and assigns. The Executive expressly consents to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ the Executive may be transferred without the necessity that this Agreement be re-signed at the time of such transfer. The Company shall cause any successor (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets to assume the Company’s obligations under this Agreement and the Company’s failure to cause any such successor to assume such obligations shall constitute a material breach of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders agree to indemnify the Administrative Agent and the Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective portions of the total Term Loans and Revolving Facility Commitments (or, if the Revolving Facility Commitments shall have terminated, in accordance the Revolving Facility Commitments in effect immediately prior to such termination) held on the date on which indemnification is sought, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or the Collateral Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or the Collateral Agent under or in connection with any of the foregoing, provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or the Collateral Agent’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. The agreements in this Section 8.07 shall survive the payment of the Loans and all other amounts payable hereunder.

assistant: Indemnifications