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: as our case law requires, pursuant to State v. Gomez, 1997-NMSC-006, ¶¶ 22, 23,122 N.M. 777, 932 P.2d 1. {7} Under Gomez, we first consider whether the state constitution has been held to provide greater protection under similar circumstances than the federal constitution. State v. Lynch, 2003-NMSC-020, ¶ 13, 134 N.M. 139, 74 P.3d 73. Although our Supreme Court has interpreted our double jeopardy clause more expansively than its federal counterpart in three situations, no case has applied an expansive interpretation to the acquittal aspect of double jeopardy, the circumstance presented by this case. Id. ¶ 15 (giving protection from greater charges for the same conduct after a conviction on lesser charges); see State v. Nunez, 2000-NMSC-013, ¶¶ 17-18, 27,129 N.M. 63, 2 P.3d 264 (<HOLDING>); State v. Breit, 1996-NMSC-067, ¶¶ 35-36,122 Options: A. holding that civil forfeitures are neither punishment nor criminal for purposes of the double jeopardy clause B. holding that unlike under the federal constitution a civil forfeiture is punishment under the new mexico double jeopardy clause C. holding that the idaho constitution provides no greater protection from double jeopardy than does the federal constitution D. holding double jeopardy clause applicable to civil penalties under the false claims act E. holding that double jeopardy clause did not apply to forfeiture proceeding before the court

assistant: The best answer is B. holding that unlike under the federal constitution a civil forfeiture is punishment under the new mexico double jeopardy clause
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: theory never applies to instances of continuous, progressive property damage, Appellants maintain that this Court should disavow the holding as an incorrect statement of law. Thus, Appellants urge this Court to announce the applicability of the multiple trigger theory of liability insurance coverage to cases involving “continuous, progressive property damage over successive policy periods,” contending that this will align Pennsylvania jurisprudence with the weight of authority from other jurisdictions. Brief of Appellant at 30. Appellants cite cases from jurisdictions that applied the multiple trigger theory to coverage disputes involving continuous, progressive property damage. See e.g. Wisconsin Electric Power Co. v. California Union Ins. Co., 142 Wis.2d 673, 419 N.W.2d 255 (1987) (<HOLDING>); Montrose Chemical Corp. v. Admiral Ins. Co., Options: A. holding that continuous property damage sustained by a dairy herd over a twelve year period caused by a negligently installed power supply emitting stray voltage warranted application of the continuousmultiple trigger principle of liability whereby each insurer on the risk during the twelveyear period was required to respond on a joint and several basis B. holding that joint and several liability for entire actual loss could have been imposed on each fraud defendant as condition of probation C. holding insurer on risk during period of alleged exposure liable for policyholders defense in proportion that period on risk bears to total period of alleged exposure policyholder must bear prorata share of costs for uninsured periods D. holding that the continuous injury trigger of coverage should be applied to third party claims of continuous or progressively deteriorating bodily injury or property damage E. holding that an automobile dealers liability insurer was not liable for any damage allegedly caused by the negligence of the dealer and sustained in an accident involving an automobile purchased from the dealer or to defend the dealer in the negligence action where the injury occurred outside of the policy period and occurrence was defined in the policy as an accident including injurious exposure to conditions which results during the policy period in bodily injury or property damages

assistant: The best answer is A. holding that continuous property damage sustained by a dairy herd over a twelve year period caused by a negligently installed power supply emitting stray voltage warranted application of the continuousmultiple trigger principle of liability whereby each insurer on the risk during the twelveyear period was required to respond on a joint and several basis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to Dismiss, at 2. In American Railroad Co. of Porto Rico v. Birch, 224 U.S. 547, 32 S.Ct. 603, 56 L.Ed. 879 (1912), the Supreme Court held that the cause of action under FELA vests in the personal representative of the estate, not in the beneficiaries. While ICRC maintains that “Lisa Cain and/or Brian Cain is/are the personal representative(s) of Mr. Cain’s estate”, the defendants note that an “estate has not yet been established and a personal representative has not been appointed. The investigation of [the] accident by the National Transportation Safety Board (NTSB) is still ongoing.” Motion to Dismiss, at 2. As noted above, “conelusory allegations” need not be accepted as true in deciding upon a motion to dismiss. See Taylor v. Books A Million, Inc., 296 F.3d 376 (5th Cir.2002) (<HOLDING>). Thus, the Court need not give credence to Options: A. recognizing inferential factual allegations to defeat a motion to dismiss B. holding that plaintiffs conelusory allegation in his complaint that his suit was timely was insufficient to defeat motion to dismiss C. holding that a mere allegation of fraud is insufficient to survive a motion to dismiss pursuant to the pslra D. holding that conclusory allegation in complaint was insufficient to demonstrate that defendant offered to sell goods within new york E. holding that making a nonfrivolous allegation is insufficient to survive a motion to dismiss for lack of jurisdiction

assistant: The best answer is B. holding that plaintiffs conelusory allegation in his complaint that his suit was timely was insufficient to defeat motion to dismiss
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 request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. This Agreement shall supersede any such standard form if and to the extent it contains terms inconsistent with or contrary to the terms of this Agreement. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the aggregate LC Exposure shall not exceed $5,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing Base.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Facsimile or photographic copies of originally signed copies of this Agreement will be deemed to be originals.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 264 Ga. 4, 5 (439 SE2d 906) (1994). 10 See Curtis v. Bd. of Regents, 262 Ga. 226, 227-228 (416 SE2d 510) (1992). 11 See Charles N. Kelley, Jr., Legislative Review, Georgia Tort Claims Act: Provide a Limited Waiver of Sovereign Immunity, 9 Ga. St. U. L. Rev. 349, 351-352 (1992). 12 OCGA § 50-21-22 (5); see also id. (6) (defining “State government entity” to mean “a state office, agency, authority, department, commission, board, division, instrumentality, or institution”). 13 State Ports Auth. v. Arnall, 201 Ga. at 722 (quoting State of Ga. v. Regents of the Univ. Sys., 179 Ga. 210, 222 (175 SE 567) (1934) (“The university corporation is not the State, or a part of the State, or an agency of the State.”). 14 See, e.g., Hiers v. City of Barwick, 262 Ga. 129, 131 (414 SE2d 647) (1992) (<HOLDING>). 15 See Wilson v. Bd. of Regents, 262 Ga. 413, Options: A. holding that a senior vice presidents signature to an agreement with an express waiver of sovereign immunity provision did not waive sovereign immunity because that right was reserved exclusively to the tribal council B. holding that a state may waive its sovereign immunity C. holding that sovereign immunity also applies to cross claims and third party claims D. holding that provision in 1983 constitution waiving sovereign immunity to the extent of insurance applies to municipalities E. holding such a provision waiving alimony valid

assistant: The best answer is D. holding that provision in 1983 constitution waiving sovereign immunity to the extent of insurance applies to municipalities
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 terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Notwithstanding the foregoing, the Holder may not assign, pledge, or otherwise transfer this Note without the prior written consent of the Company, except for transfers to affiliates. Subject to the preceding sentence, this Note may be transferred only upon surrender of the originally-signed Note for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Holder. Thereupon, a new note for the same principal amount and interest will be issued to, and registered in the name of, the transferee. Interest and principal are payable only to the registered holder of this Note.

assistant: Successors
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 Carnival Cruise Lines, the Court held this disclaimer valid. Id. at 593, 111 S.Ct. at 1527. The contract clause in the instant case is of the same nature — a passage disclaimer — yet it meets a higher standard of notice than the disclaimer in Carnival Cruise Lines. Accordingly, inasmuch as it is such a disclaimer, it is valid. Moreover, the disclaimer in GET’s contract with Ramage does not affect a public interest, and is thus otherwise valid. 2. Breach of Warranty Plaintiff Ramage contends defendant GET expressly and impliedly breached its warran ty of merchantability to provide injury-free travel. GET responds that its 1995 brochure contained no such warrantie ry sale, unless excluded or modified. Dorman v. International Harvester, 46 Cal.App.3d 11, 17, 120 Cal.Rptr. 516 (1975) (<HOLDING>). A disclaimer of implied warranty of Options: A. holding buyer not entitled to rescission of sale based on unconscionability because of the coss as is clause which properly disclaims all express and implied warranties B. holding that an implied warranty of merchantability does not create a labeling requirement different from or in addition to those mandated by fifra because the implied warranty of merchantability arises from the sale itself not from a state labeling regulation citation omitted C. holding that plaintiffdistributor stated a claim for common law indemnification against defendantsmanufacturers based on warranties of suitability and merchantability since liability under an implied warranty theory is truly vicarious D. holding a provision in a contract for sale of a tractor disclaiming implied warranties of merchantability and fitness was not sufficiently conspicuous E. holding implied warranty of fitness for particular purpose cannot lie where goods were subject of gift rather than sale

assistant: The best answer is D. holding a provision in a contract for sale of a tractor disclaiming implied warranties of merchantability and fitness was not sufficiently conspicuous
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: Holder hereby (a) agrees that the Stock (or Options), and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Stockholder Agreement and (b) acknowledges receipt of a copy of, and hereby adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: Each representation and warranty of such Loan Party contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality, in which case it is true and correct in all respects) on the date hereof (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality, in which case it is true and correct in all respects) as of such earlier date), and except that the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(a)(i), 6.01(a)(ii), 6.01(b) or 6.01(c) of the Credit Agreement, as applicable.

assistant: Warranties
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 Plan Administrator or its delegate shall have the full discretionary power and authority to: (i) construe and interpret the Plan (including, without limitation, supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan); (ii) determine all questions of fact arising under the Plan, including questions as to eligibility for and the amount of benefits; (iii) establish such rules and regulations (consistent with the terms of the Plan) as it deems necessary or appropriate for administration of the Plan; (iv) delegate responsibilities to others to assist in administering the Plan; and (v) perform all other acts it believes reasonable and proper in connection with the administration of the Plan. The Plan Administrator or its delegate shall be entitled to rely on the records of the Employer in determining any Participant's entitlement to and the amount of benefits payable under the Plan. Any determination of the Plan Administrator or its delegate, including interpretations of the Plan and determinations of questions of fact, shall be final and binding on all parties.

assistant: Powers
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) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in which the Employer is incorporated, against all expense, liability, and loss (including, without limitation, attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined in Subsection (e)). No indemnification pursuant to this Section shall be made, however, in any case where (1) the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness or (2) there is a settlement to which the Employer does not con-sent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Use and cause to be used the proceeds of the Loans for working capital and general corporate purposes including acquisitions. The Borrower will not request any Loan or Letter of Credit, and the Borrower shall not use, and shall (a) procure that its Subsidiaries and its or their respective directors, officers and employees shall not use and (b) use commercially reasonable efforts to procure that its agents shall not use, the proceeds of any Loan or Letter of Credit (i) in a manner that will violate any Anti-Corruption Laws, (ii) for the purpose of funding or financing any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

assistant: Use Of Proceeds
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: 599 A.2d 289, 300 (1991) (en banc) (“To force every aggrieved taxpayer to assume the task of appealing, when the larger question can be expeditiously and efficiently resolved in a single action, would be unnecessarily burdensome on both property owners and the judicial system.”). The statutory appeals process is also not designed to provide the declaratory or in-junctive relief Appellants seek, and moreover, strict adherence to it would implicate many of the concerns highlighted in Kow-enhoven pertaining to piecemeal litigation .and the inadequacy of the statutory remedy. This undermines any suggestion that the present controversy is an inappropriate one for the exercise of equity jurisdiction. Cf. Fry v. Napoleon Cmty. Schs., 580 U.S. _, _, 137 S.Ct. 743, 754, 197 L.Ed.2d 46 (2017) (<HOLDING>). As for our recent decision in Lemer, that Options: A. holding that by its terms the idea does not require exhaustion where the relief sought is unavailable in an administrative proceeding under the idea monetary damages are not available so exhaustion is not required B. holding that exhaustion is not required for plaintiffs seeking money damages because damages are unavailable through the administrative process and because all other relief available to the plaintiffs under the idea had already been provided through a settlement agreement C. holding that exhaustion was not required under a federal education statute where the gravamen of the complaint was not that the plaintiff had been denied the type of education the statute guarantees and hence the relief sought was not available through the statutory appeals process D. holding that the title of the statute did not limit the reach of the statute E. holding that exhaustion is required even where the relief sought is not available in the administrative process

assistant: The best answer is C. holding that exhaustion was not required under a federal education statute where the gravamen of the complaint was not that the plaintiff had been denied the type of education the statute guarantees and hence the relief sought was not available through the statutory appeals process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the instant matter, a property owner’s right to access the State highway system is clearly defined by State law. While a property owner has a right of reasonable access to the State’s highway system, he or she does not have an absolute right to access the highway from any particular point on his or her property. N.J.S.A. 27:7-90; State, by Comm’r of Transp. v. Weiswasser, 149 N.J. 320, 339-40, 693 A.2d 864 (1997); High Horizons Dev. Co. v. Dep’t of Transp., 120 N.J. 40, 48-49, 575 A.2d 1360 (1990); State, by Comm’r of Transp. v. Dikert, 319 N.J.Super. 310, 318, 725 A.2d 119 (App.Div.), certif. denied, 161 N.J. 150, 735 A.2d 575 (1999); Mueller v. N.J. Highway Auth., 59 N.J.Super. 583, 595, 158 A.2d 343 (App.Div.1960). It follows then unde .Super. 469, 476, 635 A.2d 1007 (App.Div.1994) (<HOLDING>); State Highway Comm’r v. Kendall, 107 Options: A. holding that landowner was entitled to compensation because the condemnation destroyed all reasonable access to remainder property B. recognizing no right to damages if landowner retains reasonable access to property after a condemnation C. holding that where by virtue of state action access is limited but remains reasonable there is no such denial of access as entitles the landowner to compensation D. holding that denial of access to carbon paper and reproduction equipment and denial of facetoface access to other inmates did not deprive an inmate of his right of access to the courts E. holding that damages for diminished access are not compensable as long as suitable access remains

assistant: The best answer is C. holding that where by virtue of state action access is limited but remains reasonable there is no such denial of access as entitles the landowner to compensation
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: been successful in recent election did not mandate finding that at-large scheme did not dilute the black vote). 7 . Chisom v. Roemer, 501 U.S. 380, 111 S.Ct. 2354, 115 L.Ed.2d 348 (1991): Clark v. Roemer, 501 U.S. 1246, 111 S.Ct. 2881, 115 L.Ed.2d 1047(1991). 8 . Plaintiffs’ Post-Trial Br. 4-7, Doc. 284. 9 . See Veasey v. Abbott, 830 F.3d 216, 235 (5th Cir. 2016) (in challenge to photo ID law, in which the governor was defendant, court considered whether “Texas Legislature passed SB 14 with a racially invidious purpose”): Hunter v. Underwood, 471 U.S. 222, 223-233, 105 S.Ct. 1916, 85 L.Ed.2d 222 (1985) (in challenge to law, in which voter registrars were defendants, court analyzed intent of a 1901 state constitutional convention). 10 . K.P. v. LeBlanc, 627 F.3d 115, 123 (5th Cir. 2010) (<HOLDING>). 11 . Whits v. Alabama, 74 F.3d 1058, 1069 Options: A. holding that the district court was authorized to remand the proceedings to the board where the board failed to make required findings B. recognizing absolute immunity for attorneys and board members of the texas medical board C. holding that an associations president who was not a party before the board of appeals was not entitled to appeal the boards decision granting a zoning application that his association had opposed in the board proceedings D. holding that plaintiff had standing to sue a board even though board was far from sole participant in the application of the challenged statute E. holding that taxpayer could not have presented substantive due process claim to the board of assessment review because of the limited jurisdiction of that board

assistant: The best answer is D. holding that plaintiff had standing to sue a board even though board was far from sole participant in the application of the challenged statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All of your Short-Term Restricted Shares are Vested. When a Restricted Share is Vested, it means only that your continued active Employment is not required for that portion of Restricted Shares to become fully transferrable without risk of forfeiture. Vesting does not mean you have a non-forfeitable right to the Vested portion of your Award. The terms of this Award Agreement (including the Transfer Restrictions) continue to apply to Vested Short-Term Restricted Shares, and you can still forfeit Vested Short-Term Restricted Shares.

assistant: Vesting
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: review panel, must be met." Id. A more reasonable reading of Indiana Code section 34-18-2-22 is that the Medical Malpractice Act "folds" the common law non-pecuniary derivative claims into the Medical Malpractice Act's administrative requirements and award caps. Thus, if a common law non-pecuniary derivative claim is brought by a "parent or parents, guardian, trustee, child, relative, attorney, or any other representative" of an injured patient that still lives, the plaintiff must adhere to the Medical Malpractice Act's procedures and cannot immediately bring a claim in court. I.C. § 34-18-2-22. Moreover, at common law, no cause of action could be brought for non-pecuniary damages after the injured spouse-or "patient"-died. Bemenderfer v. Williams, 745 N.E.2d 212, 219 (Ind.2001) (<HOLDING>). Thus, but for the Wrongful Death Act, claims Options: A. holding that common law rule was that consortium damages were not recoverable after in jured spouse died B. holding that wifes recovery for loss of consortium should not be reduced by the proportion of negligence attributable to husband because claim for loss of consortium is independent of the damages claim of the injured spouse C. recognizing that loss of consortium is a right of action separate from that of the spouse D. holding that absent an actionable injury to one spouse the other spouse cannot recover for loss of consortium E. holding that loss of consortium damages are not recoverable when the nonderivative claim did not result in physical injury

assistant: The best answer is A. holding that common law rule was that consortium damages were not recoverable after in jured spouse died
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: Use the proceeds of the Loans on or after the Amendment No. 5 Effective Date, (a) in the case of the Term A US Facility, to continue the outstanding “Term A Loans” in effect immediately prior to the Amendment No. 5 Effective Date (without any novation thereof), (b) in the case of the Term A CAD Facility, the Term A AUD Facility and the Term B Facility, (i) to directly or indirectly consummate on or about the Amendment No. 5 Effective Date, the redemption or repurchase of the Senior 2022 Notes in an aggregate principal amount of $800,000,000, plus any make-whole or other premium or payment due in connection therewith, (ii) to repay the outstanding “Term A Loans” in effect immediately prior to the Amendment No. 5 Effective Date in an amount necessary to reduce it to the amount of the Term A US Facility and (ii) to pay costs and expenses related to Amendment No. 5 and the other transactions contemplated thereby and (c) in each case, otherwise to provide ongoing working capital and for other general corporate purposes (including Permitted Acquisitions) not in contravention of any Law or of any Loan Document.

assistant: Use Of Proceeds
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: Section 5.7 of the Disclosure Schedule sets forth (a) the consolidated unaudited balance sheets as of the most recent fiscal year end of the Company which ended at least one (1) month prior to the Schedule Delivery Date, and each of the preceding two (2) fiscal years end, together with the statements of income, cash flows and changes in stockholders’ equity for each of the fiscal years then ended, and (b) the unaudited consolidated balance sheet and statements of income, changes in shareholders’ equity and cash flows of the Company as of and for the period ended with the most recent month end for the month that ended at least thirty (30) days prior (such date, the “ Most Recent Balance Sheet Date ”); provided, however , the statements referred to in clause (a) above shall be audited if requested by the Buyer for the most recent fiscal year in accordance with Section 7.3(a). (The statements referred to in clauses (a) and (b) are referred to collectively as the “ Financial Statements .”) The Financial Statements (i) have been prepared from the books and records of the Company and are consistent with the books and records of the Company, (ii) have been prepared in accordance with Accounting Standards, consistently followed throughout the periods indicated and (iii) present fairly, in all material respects, the consolidated financial condition, results of operations, stockholders’ equity and cash flows of the Company as of the respective dates thereof and for the periods referred to therein except that the unaudited Financial Statements do not contain footnotes. The Company has heretofore provided to Buyer a copy of all letters from such accountants with respect to such audits and their review of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the internal laws of the State of Arkansas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Arkansas.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall not permit or suffer the occurrence of any event nor allow any Subsidiary or other Affiliate to knowingly permit or suffer the occurrence of any event which constitutes an event of default under any indenture or loan agreement or otherwise with respect to any indebtedness of the Borrower, the Bank, or any other Subsidiary, except to the extent the result of such event would not reasonably be expected to constitute an Event of Default under Section 7.1 or to cause a Material Adverse Effect.

assistant: No Defaults
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 eligible to participate in such health and welfare benefit plans (including the Executive’s eligible dependents) and any qualified and non-qualified retirement plans of DeVry Group as may be in effect from time to time; provided , however , that participation shall be subject to all of the terms and conditions of such plans, including, without limitation, all waiting periods, eligibility requirements, vesting, contributions, exclusions and other similar conditions or limitations. Any and all benefits under any such plans shall also be payable, if applicable, in accordance with the underlying terms and conditions of such plan’s document. The Executive’s participation in the foregoing plans and any perquisite programs will be on terms no less favorable than afforded to executive officers of DeVry Group, as in effect from time to time. DeVry Group, however, shall have the right, in its sole discretion, to modify, amend or terminate such benefit plans and perquisite programs at any time. DeVry Group will reimburse the Executive for all reasonable business expenses incurred by the Executive in the course of performing the Executive’s duties and responsibilities under this Agreement which are consistent with DeVry Group’s policies and procedures in effect from time to time.

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 case excerpt and choose the best holding from the options. Case excerpt: of the prior conviction did not substantially outweigh its prejudicial effect. A prior conviction is presumptively inadmissible for impeachment if more than ten years has elapsed since the date of conviction or of the witness’ release from the confinement imposed for the prior conviction, whichever is later. Id. 609(b). More than ten years had elapsed between Butler’s prior conviction (November 13, 1980) and his current trial (June 28-29, 1993). The State argues, however, that the record does not establish that the prior conviction was too remote under Rule 609(b) because Butler failed to show when he was released from confinement under the prior offense. We reject this contention because it misplaces the burden of proof. See Theus v. State, 845 S.W.2d 874, 880 (Tex.Crim.App.1992) (<HOLDING>). The State indeed failed to establish that Options: A. holding that burden of proof is on party urging admission of prior conviction for impeachment B. holding that the burden is on the plaintiff C. holding that the burden of proof is on the claimant D. holding that burden of proof is on party challenging attorneyofrecords authority to settle case E. holding burden of proof is on one asserting an affirmative defense

assistant: The best answer is A. holding that burden of proof is on party urging admission of prior conviction for impeachment
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: 157, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008). a. Materiality “A fact is material if there is ‘a substantial likelihood that, under all the circumstances, the omitted fact would have assumed actual significance in the deliberations of the reasonable shareholder.’” Southland Sec. Corp. v. INSpire Ins. Solutions, Inc., 365 F.3d 353, 362 (5th Cir.2004) (citation omitted); see Basic Inc. v. Levinson, 485 U.S. 224, 231, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988) (materiality is based on the “ ‘total mix’ of information made available” to the shareholder. Statements of material fact do not include puffery and certain forward-looking statements. Puf-fery includes “generalized, positive statements about the company’s competitive strengths.” Rosenzweig v. Azurix Corp., 332 F.3d 854, 869 (5th Cir.2003) (<HOLDING>). The Exchange Act safe harbor excludes Options: A. holding positive press release was not actionable where plaintiffs have not alleged that any of the historical representations in that press release were false B. holding that release discharges only those tortfeasors specifically named in the release agreement C. holding that because defendants made the statements in the press release and signed the sec disclosure forms in light of a preliminary finding of a primary violation it could not dismiss the 20a action D. holding that inclusion of a general release was merely a suggestion of how to terminate the lawsuit and that acceptance was not qualified on use of the specific release and party was willing to discuss the terms of a release E. holding that a release of unknown claims has no effect in the absence of evidence apart from the words of the release

assistant: The best answer is A. holding positive press release was not actionable where plaintiffs have not alleged that any of the historical representations in that press release were false
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 term or other provision of this letter agreement is determined to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the 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: Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser, agrees to purchase the Initial Note for a minimum purchase price of $2,500,000 (the " Minimum Purchase Price "). During the Investment Period, the Purchaser may invest up to an additional $2,500,000 for a total aggregate purchase price of $5,000,000 (the " Maximum Purchase Price "). Subject to all conditions to closing being satisfied or waived, the Initial Closing of the purchase and sale of the Note, at the Minimum Purchase Price, shall take place at the offices of Hunter Taubman Fischer LLC (the " Initial Closing ") at 5:00 pm (EDT) (or at such earlier time agreed to by the Company and Purchaser) on June 10, 2016 (the " Initial Closing Date ") which can be further extended up to thirty (30) days by the mutual agreement of the Company and the Purchaser. During the Investment Period, the Purchaser shall have the right to invest additional amounts up to the Maximum Purchase Price and, the Company and the Purchaser may hold additional closings up to the Maximum Purchase Price (each, a " Closing " and upon investment of the Maximum Purchase Price or expiration of the Investment Period, the " Final Closing "). At each Closing (each a " Closing Date "), the Purchaser shall pay the additional purchase price to be invested and tender the Initial Note or any subsequently issued Note for a new Note at each such Closing that represents the full amount invested by the Purchaser up to the date of such Closing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by the Motor Carrier Act”). I. Allegations in Complaint The court notes initially that in the complaint, Plaintiffs allege that “[a]t all times relevant TBC was not a ‘motor carrier’ as that term is used in the ’Motor Carrier’ exemption of the FLSA.” (Compl. Par. 11). Plaintiffs further allege that “[a]t all times relevant, the armored truck messengers were not covered by the Motor Carrier exemption of the FLSA.” (Compl. Par. 11). Such allegations in the complaint are legal arguments and legal conclusions rather than factual allegations. Thus, even if this court were to proceed under the motion to dismiss legal standard, such assertions by Plaintiffs in the complaint would not be controlling at this juncture. See Cty. of McHenry v. Ins. Co. of the West, 438 F.3d 813, 818 (7th Cir.2006)(<HOLDING>)(internal quotations omitted)(quoting Hickey v. Options: A. holding that a court is not required to accept legal conclusions cast in the form of factual allegations if those conclusions cannot reasonably be drawn from the facts alleged B. holding that at the motion to dismiss stage a court is not obliged to accept as true legal conclusions C. holding that a court is not bound to accept as a true legal conclusion couched as a factual allegation and should disregard mere conclusory statements D. holding prior to twombly that courts were not required to accept the truth of legal conclusions contained in a plaintiffs complaint E. holding that the court need not accept as true unwarranted factual inferences

assistant: The best answer is B. holding that at the motion to dismiss stage a court is not obliged to accept as true legal conclusions
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 consent of the Borrower Representative shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that, the consent of the Borrower Representative shall not be required if a Default has occurred and is continuing. The consent of each of the Agent and the LC Issuer shall be required prior to an assignment becoming effective. Any consent required under this Section 12.3(b) shall not be unreasonably withheld or delayed.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: betterpoints.uk is also not responsible or liable for any reputational and goodwill damage or loss to you through being associated with betterpoints.uk by being a member , partner , merchant or any other involvement with betterpoints.uk within the area of transfer of funds .

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

user: 5. Receiving Party shall have no obligations under this Agreement with respect to Confidential Information if it can demonstrate that the information: (f) is required to be publicly disclosed pursuant to a properly executed subpoena or other regulatory or court order (“Order”), provided the receiving party (i) gives reasonable written notice to the disclosing party,

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution of this Agreement by Lender is not intended nor shall it be construed as an actual or implied waiver of (a) any default under the Note, the Loan Agreement, or the other Loan Instruments, including without limitation, the Mortgages; (b) any requirement under the Note, the Loan Agreement or the other Loan Instruments, including without limitation, the Mortgages; (c) any right to demand immediate payment of the Note and any other sums due under the Note, the Loan Agreement or the other Loan Instruments, including without limitation, the Mortgages; or (d) any rights Lender may have against any person not a party hereto.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you agree to retain and not to distort , remove or tamper with any trademark , logo , copyright or other intellectual property notice appearing on or contained within the services , whether of onavo or any other third parties .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. Delivery of an executed counterpart hereof, or a signature page hereto, by facsimile or in a .pdf or similar file shall be effective as delivery of an originally executed counterpart hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of any termination of this Agreement pursuant to Section 5.1 , there shall be no further liability or obligation hereunder on the part of any party hereto with respect to which this Agreement is terminated; provided , however , that the covenants set forth in Section 2.1(e) , Section 3.1(a)(i) and Section 3.2 shall survive the termination of this Agreement until the Termination (as defined in the SPV LPA) of the Investor pursuant to the SPV LPA; nothing contained in this Agreement (including this Section 5.2 ) shall relieve any party from liability for any Willful Breach of any covenant or agreement contained in this Agreement, in each case, which occurred prior to such termination.

assistant: Survival