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: fair, independent of the board’s beliefs.”) (internal citations and quotation marks omitted); Edward P. Welch, et al., Mergers & Acquisitions Deal Litigation Under Delaware Corporation Law § 4.02[A][2] (2014) (“The applicable standard of review can have nearly dispositive consequences in deal litigation alleging a breach of fiduciary duty. When a decision is made by a majority of well-informed, disinterested, and independent directors, that decision is generally protected by the deferential business judgment rule.... When the business judgment rule is overcome, and/or when a controlling stockholder stands on both sides of a challenged transaction, the courts may apply the more rigorous entire fairness standard of review.”). 29 . See, e.g., Gantler v. Stephens, 965 A.2d 695 (Del.2009) (<HOLDING>); Kahn v. Lynch Commc’ns Syst., Inc., 638 A.2d Options: A. holding that the trial court erred by dismissing the plaintiffs defamation claim B. holding that the plaintiffs had alleged specific conduct from which a duty of loyalty violation can reasonably be inferred and thus finding that the court of chancery had erred in dismissing the relevant counts against the defendant directors C. holding that issues underlying all counts were sufficiently intertwined that the separate appeal of the summary judgment counts would complicate the trial of the remaining counts D. holding rookerfeldman inapplicable where the district court could and did find that the plaintiffs constitutional claims had merit without also finding that the state court erred E. holding that district court erred in dismissing the indictment based on sufficiency of evidence

assistant: The best answer is B. holding that the plaintiffs had alleged specific conduct from which a duty of loyalty violation can reasonably be inferred and thus finding that the court of chancery had erred in dismissing the relevant counts against the defendant directors
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: furthermore , any action to enforce this user agreement shall be brought in the federal or state courts located in us , ca you hereby agree to personal jurisdiction by such courts , and waive any jurisdictional , venue , or inconvenient forum objections to such courts .

assistant: Jurisdiction
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, delivery and performance of this Agreement and the consummation by Executive of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) any agreement, indenture or instrument to which Executive is a party, (ii) any law, statute, rule or regulation to which the Executive is subject, or (iii) any agreement, order, judgment or decree to which Executive is subject.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee.

assistant: Terminations
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 JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF DELAWARE.

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: that it claims will cause individualized inquiries to overwhelm the common issues. These claimed defenses are that (1) ECMC’s warning on a previous call can establish a customer’s awareness of and implied consent to future recordings of subsequent calls, and (2) a caller’s hold time for each individual call can serve as a proxy for notice and consent. (See id. 11:16-12:2, 12:13-27.) i. ECMC’s Prior Awareness Defense The Court will first consider the effect of ECMC’s proposed “prior awareness” defense. As ECMC correctly notes, the existence of prior awareness of its recording practice or consent thereto could raise the possibility of individual differences among class members. See, e.g., Right v. CashCall, Inc. (“CashCall II"), 231 Cal.App.4th 112, 132, 179 Cal.Rptr.3d 439 (2014) (<HOLDING>). Here, however, ECMC offers evidence only that Options: A. holding that fdcpa statutory damages did not predominate over the requested equitable relief because given the defendants net worth and the number of class members each class member would be entitled to receive only 025 in statutory damages B. holding that because the defendant has the right to litigate the issue of each class members consent the trial court did not improperly exercise its discretion in finding that these issues would predominate over common questions C. holding that individualized factual determinations precluded finding that common issues predominate reversing the class certification order D. holding that individualized questions concerning the defendants responsibility for diminished sales prices of class members bonds predominated over any common questions rendering class certification inappropriate E. holding that common issues of fact did not predominate because it was necessary to make an individualized inquiry into equitable circumstances

assistant: The best answer is B. holding that because the defendant has the right to litigate the issue of each class members consent the trial court did not improperly exercise its discretion in finding that these issues would predominate over common questions
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) Unless the party to be notified otherwise notifies the other parties in writing as provided in this Section, and except as otherwise provided in this Agreement, notices shall be given to Administrative Agent by telephone, confirmed by writing, and to the Banks and to Borrower by ordinary mail or overnight courier or telecopy, receipt confirmed, addressed to such party at (i) if to the Borrower, the Administrative Agent or a Fronting Bank, its address on the signature page of this Agreement, or (ii) if to any other Bank, its address (or telecopy number) set forth in its Administrative Questionnaire. Notices shall be effective: (1) if by telephone, at the time of such telephone conversation, (2) if given by mail, three (3) calendar days after mailing; (3) if given by overnight courier, upon receipt; and (4) if given by telecopy, upon receipt if received by the recipient during its normal business hours. Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

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: under § 523(c) must be filed no later than 60 days after the original date set for the § 341 meeting of creditors. Bankruptcy Rule 4007(c). This deadline may be extended by the Court if a motion for an extension is filed before the expiration of the 60-day deadline. Id. If the 60-day deadline passes without the filing of either a motion for extension or complaint, then a nondischargeability complaint is time barred unless grounds exist for the Bankruptcy Court to exercise its equitable powers to permit a late filed complaint. See Farouki v. Emirates Bank Int’l Ltd., 14 F.3d 244, 248 (4th Cir. 1994) (time limitations for filing non-dischargeability complaints are not jurisdictional, but are in the nature of a statute of limitations); In re Hayden, 246 B.R. 795, 800 (Bankr. D.S.C. 1999) (<HOLDING>). In this case, Creditors have asked the Court Options: A. recognizing difference between tolling and equitable estoppel B. holding that ina 242bc3as time bar is not jurisdictional and thus subject to equitable tolling C. holding that 242bc3as time bar is not jurisdictional and thus subject to equitable tolling D. holding that the timely filing of an eeoc charge is subject to waiver estoppel and equitable tolling E. holding that the time bar imposed by bankruptcy rule 4007c is an affirmative defense subject to waiver estoppel and equitable tolling

assistant: The best answer is E. holding that the time bar imposed by bankruptcy rule 4007c is an affirmative defense subject to waiver estoppel and equitable tolling
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 Equal Protection Clause of the Fourteenth Amendment, a plaintiff must allege that: (1) compared with others similarly situated, the plaintiff was selectively treated; and (2) such selective treatment was based on impermissible considerations, such as race, religion, intent to inhibit or punish the exercise of constitutional rights, or malicious or bad faith intent to injure a person. Crowley v. Courville, 76 F.3d 47, 52-53 (2d Cir.1996) (citations omitted); accord Zahra v. Town of Southold, 48 F.3d 674, 683 (2d Cir.1995); FSK Drug Corp. v. Perales, 960 F.2d 6, 10 (2d Cir.1992). Recent Second Circuit decisions have been careful to apply each prong of the test separately, finding the failure to satisfy either inquiry fatal to the plaintiffs claim. See, e.g., Zahra, 48 F.3d at 684 (<HOLDING>). Even accepting the facts as alleged in the Options: A. holding that suppression by the prosecution of evidence favorable to an accused violates due process where the evidence is material either to guilt or to punishment irrespective of the good faith or bad faith of the prosecution B. holding that although courts have inherent power to dismiss bad faith litigant 707a does not provide basis for dismissal on grounds of bad faith filing C. recognizing that even where the plaintiff presents evidence of selective treatment failure to demonstrate malice or bad faith requires dismissal of the claim D. holding that a bad faith claim is a tort E. holding that the plaintiffs failure to meet any one of the elements requires dismissal of claim

assistant: The best answer is C. recognizing that even where the plaintiff presents evidence of selective treatment failure to demonstrate malice or bad faith requires dismissal of the claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Gen. Stat. § 45-21.16(d). If a party wishes to challenge the clerk’s findings pursuant to N.C. Gen. Stat. § 45-21.16(d), the party must appeal to the judge of the district or superior court having jurisdiction within 10 days. N.C. Gen. Stat. § 45-21.16(d)(1). The trial court’s review of the clerk’s findings is de novo, id., and the trial court is limited on appeal to determining whether the six criteria of N.C. Gen. Stat. § 45-21.16(d) have been satisfied, In re Foreclosure of Godwin, 121 N.C. App. 703, 704, 468 S.E.2d 811, 812 (1996). The trial court is prohibited from reviewing any issue or argument that was not raised before the clerk in connection with the clerk’s N.C. Gen. Stat. § 45-21.16(d) analysis. See In re David A. Simpson, P.C., _ N.C. App. _, _, 711 S.E.2d 165, 170 (2011) (<HOLDING>); Mosler v. Druid Hills Land Co., 199 N.C. App. Options: A. holding that trial court did not err B. holding that the trial court did not err in refusing to consider debtors claim of rescission as an equitable defense to the foreclosure action where that defense was not raised before the clerk C. holding that the trial court did not err in its refusal to consider the borrowers defense of merger on appeal since the defense was outside the subject matter jurisdiction of the trial court D. holding that defendants failure to assert the defense in any pretrial motions did not waive defendants limitations defense because the assertion of a limitations defense in the answer preserved defendants right to raise the defense both during the first trial and before the second E. holding that the government did not waive an affirmative defense not pleaded in the answer because it raised the defense at a pragmatically sufficient time by listing the defense in the joint pretrial order

assistant: The best answer is B. holding that the trial court did not err in refusing to consider debtors claim of rescission as an equitable defense to the foreclosure action where that defense was not raised before the clerk
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 for any reason any provision of this Note is determined by a tribunal of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the Note will not be affected and such provision will be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision will then be enforceable and enforced.

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: In the event that the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates due to Disability at a time that the Grantee’s Restricted Stock Units have not yet vested, a pro rata portion of the Grantee’s Restricted Stock Units shall remain outstanding and shall be eligible for future vesting based on the actual level of achievement in the Performance Period, provided, however, that non-forfeiture of such Restricted Stock Units will only apply if the Grantee executes the agreement, if any, required under Section 6(d). The pro rata portion shall be calculated by multiplying the number of Restricted Stock Units originally granted by a fraction, the numerator of which is the number of months from the first day of the Performance Period through the date of termination (rounding any partial month to the next whole month) and the denominator of which is . No fractional Shares shall be issued, and subject to the limitation under Section 2(b) on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. Vesting of such Restricted Stock Units will remain subject to Section 2, and settlement of such Restricted Stock Units will remain subject to Section 4. The death of the Grantee following a termination governed by this Section 6(c), or a Change in Control following such termination, shall not increase or decrease the number of Restricted Stock Units forfeited or not forfeited under this Section 6(c), although such events will trigger a settlement of the Restricted Stock Units not forfeited by operation of this Section 6(c) in accordance with Section 4. Any Restricted Stock Units that at any time after the date of a termination governed by this Section 6(c) exceed the pro rata portion of the Restricted Stock Units that remain outstanding and potentially subject to future vesting under this Section 6(c) shall be forfeited.

assistant: Disability
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: Upon any breach of this Agreement (after the expiration of any applicable notice and cure periods), Indemnitee shall have the right to commence and maintain an action or actions in any court of competent jurisdiction for breach of contract pursuant to California Code of Civil Procedure Section 736, whether commenced prior to foreclosure of the Property or after foreclosure of the Property, and to seek the recovery of any and all reasonable costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties, and other reasonable out-of-pocket costs or expenses actually incurred or advanced by Indemnitee (collectively, the “ Environmental Costs ”) relating to the cleanup, remediation or other response action required by any Environmental Laws or which Indemnitee believes reasonably necessary to protect the Property.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: raise an issue of whether Erskine owed a duty of care to Barnard who was not his client. It is generally recognized that “an attorney owes a duty to non-clients who the attorney knows will rely on the services rendered.” McCarthy v. Landry, 42 Mass.App.Ct. 488, 490 (1997), quoting Robertson v. Gaston Snow & Ely Bartlett, 404 Mass. 515, 524, cert. denied 493 U.S. 894 (1989). No duty of reasonable care will be imposed, however, “if such an independent duty would potentially conflict with the duty the attorney owes to his or her client.” Lamare v. Basbanes, 418 Mass. 274, 276 (1994). In the circumstances of this case, I conclude that to hold Erskine to a duty of care to Barnard would be to create a conflict in the duty he owed to Torrey. See Symmons v. O’Keeffe, 419 Mass. 288, 300 (1995) (<HOLDING>). Although the conveyance in the present case Options: A. holding that real estate agents owe their clients a duty of loyalty B. holding that payments made to a debtor from inter vivos trusts within 180 days of filing the petition are not interests by way of bequest devise or inheritance and are not part of the bankruptcy estate C. recognizing that an attorney has a duty of loyalty to his client D. holding that in preparing an estate plan and distributing property either through a will or through inter vivos trusts attorneys can have only one client to whom they owe a duty of undivided loyalty E. holding that inter vivos trusts are not considered interest obtained by bequest devise or inheritance

assistant: The best answer is D. holding that in preparing an estate plan and distributing property either through a will or through inter vivos trusts attorneys can have only one client to whom they owe a duty of undivided loyalty
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 of state decisions may be obtained only in the United States Supreme Court.”). “This is true, even though the state court judgment may have been erroneous.” In re Sun Valley Foods Co., 801 F.2d 186, 189 (6th Cir.1986). The lack of jurisdiction is not altered by claims that the state judgment is unconstitutional, see Schneider v. Colegio de Abogados de Puerto Rico, 917 F.2d at 628 (“It is well-established that lower federal courts have no jurisdiction to hear appeals from state court decisions, even if the state judgment is challenged as unconstitutional.”), or that the plaintiffs constitutional rights were violated in the state proceeding, see Mussle-white v. State Bar of Texas, 32 F.3d 942, 944, 947 (5th Cir.1994); Tidik v. Ritsema, 938 F.Supp. 416, 424 (E.D.Mich.1996)(<HOLDING>). “The Supreme Court has applied the Options: A. holding that district court had no jurisdiction to consider plaintiffs claims that his constitutional rights were violated in state divorce proceeding B. holding no state court jurisdiction in an adoption proceeding C. holding that trial court had jurisdiction to consider custody dispute before a divorce or separation action had commenced D. holding that district court had jurisdiction to consider claims under the all writs act E. holding that juvenile court has no jurisdiction to consider constitutional claims

assistant: The best answer is A. holding that district court had no jurisdiction to consider plaintiffs claims that his constitutional rights were violated in state divorce proceeding
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 indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“ Exchange Act ”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Placement Agent contained in Section 7 of the Placement Agency Agreement between the Placement Agent and the Company, dated as of October 31, 2017.

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: The provisions of this Agreement shall be regarded as divisible and separable and if any provision should be declared invalid or unenforceable by a court of competent jurisdiction (after reformation pursuant to Section 1(h) of the Non-Competition Agreement, where applicable), the validity and enforceability of the remaining provisions shall not be affected thereby. In addition, Employee agrees and stipulates that breach by Employee of restrictions and requirements under this Agreement will cause irreparable damage to the Releasees and Company would not have entered into this Agreement without Employee binding himself to these restrictions and requirements. In the event of Employee’s breach of this Agreement, in addition to and without prejudice to any other rights and remedies Company may have for Employee’s breach of this Agreement, and without bond, Company shall be relieved of any obligation to provide Severance Benefits pursuant to this Agreement and shall be entitled to an injunction to prevent or restrain any such violation by Employee and any and all persons directly or indirectly acting for or with Employee. Employee further stipulates that the restrictive period for which Company is entitled to an injunction shall be extended in for a period which equals the time period during which Employee is or has been in violation of the restrictions contained herein.

assistant: Enforcements
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 Collateral Agent, in its individual capacity and as Collateral Agent, and the Trustee, in its individual capacity and as Trustee, agree and acknowledge that all information provided to the Collateral Agent or the Trustee by any Grantor may be considered to be proprietary and confidential information (“ Confidential Information ”). The Trustee and the Collateral Agent each agrees to take all reasonable precautions necessary to keep such information confidential, which precautions shall be no less stringent than those that the Collateral Agent and the Trustee, as applicable, employs to protect its own confidential information. Each of the Collateral Agent and the Trustee shall not disclose to any third party other than as set forth herein, and shall not use for any purpose other than the exercise of the Collateral Agent’s and the Trustee’s rights and the performance of its respective obligations under this Agreement, any such information without the prior written consent of such Grantor, as applicable. Each of the Collateral Agent and the Trustee shall limit access to such information received hereunder to (a) its directors, officers, managers and employees and (b) its legal advisors, to each of whom disclosure of such information is necessary for the purposes described above; provided, however , that in each case such party has expressly agreed to maintain such information in confidence under terms and conditions substantially identical to the terms of this Section 7.3(a).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the officer to personal jurisdiction where the officer “is a ‘primary participant’ in the alleged wrongdoing” or “had ‘control of, and direct participation in the alleged activities.’ ” Matsunoki Group, Inc., 2009 WL 1033818 at *3-4 (citing Wolf Designs, Inc. v. DHR Co., 322 F.Supp.2d 1065, 1072 (C.D.Cal.2004), in turn citing Transgo, Inc. v. Ajac Transmission Parts Corp., 768 F.2d 1001, 1021 (9th Cir.1985)); see also Wyatt Technology Corp. v. Smithson, No. CV 05-1309 WMB (RZx), 2005 WL 6132329, *6 (C.D.Cal. Aug. 30, 2005) (“[I]f the agent is ... ‘actively and personally involved in the conduct giving rise to the claim,’ he may be subject to jurisdiction in the plaintiff[’]s forum state,” quoting Balance Dynamics Corp. v. Schmitt Industries, Inc., 204 F.3d 683, 698 (6th Cir.2000) (<HOLDING>)); accord Balance Dynamics Corp., 204 F.3d at Options: A. holding defendants could not be guilty as parties when the state failed to show they knew the criminality of the conduct they assisted B. holding that request for attorneys fees and damages to attached property in a motion to dissolve a writ of attachment said to be totally unnecessary to the inquiry of the jurisdiction constituted a submission by defendant to the exercise of jurisdiction over it personally by the court C. holding that a corporate officer acting in his or her official capacity could not tortiously interfere with a corporate contract because corporations act only through their officers and agents D. holding that the court could exercise jurisdiction over corporate officers who actively and personally involved themselves in conduct violating the lanham act notwithstanding the fact that the defendants acted as agents when they did so E. holding corporate officers and board members liable where they were actively engaged in the management supervision and oversight of the corporations affairs

assistant: The best answer is D. holding that the court could exercise jurisdiction over corporate officers who actively and personally involved themselves in conduct violating the lanham act notwithstanding the fact that the defendants acted as agents when they did so
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: a fixed sentence to be its facial term less the statutory credit available as a matter of right. State v. Miller, 105 Idaho 838, 673 P.2d 438 (Ct.App.1983). The fixed sentence in this case is viewed as requiring confinement for seven years less a potential credit of 672 days, yielding a net period of approximately 62 months. In contrast to a fixed sentence, an indeterminate sentence allows parole. For the purpose of sentence review, but not as a prediction of actual release on parole, we deem the duration of confinement imposed by an indeterminate sentence to be one-third of its facial length, absent a contrary statute or indication in the record. State v. Toohill, supra. There is no contrary statute or indication here. See State v. Jenkins, 105 Idaho 166, 667 P.2d 269 (Ct.App. 1983) (<HOLDING>). Accordingly, the indeterminate sentence in Options: A. holding that epa regulations do not allow the agency to act contrary to federal statute B. recognizing division of separate property to be contrary to statute and constitution C. holding ic 20223 not to be a contrary statute D. holding that absent evidence to the contrary court proceedings are presumed to be procedurally proper E. holding that state courts failure to discuss or even to be aware of federal precedent does not in itself render the decision contrary to federal law

assistant: The best answer is C. holding ic 20223 not to be a contrary 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: As of the date hereof, to the knowledge of the Stockholder, there is no action, proceeding or investigation pending or threatened in writing against the Stockholder that questions the validity of this Agreement or any action taken or to be taken by the Stockholder in connection with this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, an L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Loan Documents are intended by the parties to be a complete and final expression of their agreement. Each Promissory Note will be deemed to incorporate all of the terms and conditions of this Agreement as if fully set forth therein. Without limiting the foregoing, any capitalized term utilized in any Promissory Note (or in any amendment to this Agreement or Promissory Note) and not otherwise defined in the Promissory Note (or amendment) will have the meaning set forth herein or, if applicable, in the Accounting Standards. In the event the Accounting Standards are changed after the date hereof, then all such changes will be applicable hereto, unless Agent otherwise specifies in writing.

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 case excerpt and choose the best holding from the options. Case excerpt: analysis.” This standard is not defined by bright lines and rigid boundaries. Instead, the standard allows a magistrate judge to review the facts and circumstances as a whole and make a common sense determination of whether “there is a fair probability that contraband or evidence of a crime will be found in a particular place.” The magistrate judge’s decision in this regard is one we review with great deference. Grossman, 400 F.3d at 217 (quoting Illinois v. Gates, 462 U.S. 213, 238, 103 S.Ct. 2317, 76 L.Ed.2d 527 (1983)) (other internal quotation marks omitted). As part of such a common sense determination, we observed in Grossman, “it is reasonable to suspect that a drug dealer stores drugs in a home to which he owns a key.” Id. at 218; see also Servance, 394 F.3d at 230 (<HOLDING>). In light of our precedent, the district court Options: A. holding that evidence was admissible under the good faith exception where the affidavit contained a detailed description of the nature of the offense the premises to be searched the items for which they were searching and the transaction which led the informant to believe that the drugs would be in this apartment B. holding that on clear error review appellate court cannot secondguess the trial courts choice between permissible competing inferences internal quotation marks and ellipses omitted C. recognizing that the nexus between the place to be searched and the items to be seized may be established by the nature of the item and the normal inferences of where one would likely keep such evidence internal quotation marks omitted D. holding that due process is violated if evidence of prior bad acts goes only to character and there are no permissible inferences the jury may draw from it internal quotation marks omitted E. holding that a warrant lacking a description of items to be seized was not facially invalid and finding in the alternative that even if the warrant were found to be deficient the seized evidence was admissible under the good faith exception

assistant: The best answer is C. recognizing that the nexus between the place to be searched and the items to be seized may be established by the nature of the item and the normal inferences of where one would likely keep such evidence internal quotation marks omitted
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 Parties agree that the terms of this Agreement are confidential, and that they will not disclose any information concerning this Agreement to anyone other than a tax advisor, accountant, attorney, or any others within a confidential relationship as is appropriate, or if compelled by order of court from a court of competent jurisdiction.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to support a conclusion .’ ” Nippon Steel Corp. v. United States, 337 F.3d 1373, 1379 (Fed. Cir. 2003) (citing Consol. Edison Co. v. NLRB, 305 U.S. 197, 229, 59 S. Ct. 206, 83 L. Ed. 126 (1938)). “As long as the agency’s methodology and procedures are reasonable means of effectuating the statutory purpose, and there is substantial evidence in the record supporting the agency’s conclusions, the court will not impose its own views as to the sufficiency of the agency’s investigation or question the agency’s methodology.” Ceramica Regiomontana, S.A. v. United States, 10 CIT 399, 404-5 (1986), aff’d, 810 F.2d 1137 (Fed. Cir. 1987)); Atlantic Sugar, Ltd. v. United States, 744 F.2d 1556, 1562 (Fed. Cir., 1984); see also Negev Phosphates, Ltd. v. United States, 12 CIT 1074, 1076-77 (1988) (<HOLDING>). However, “[t]he court will find a Options: A. holding that where judgment was not entered the appeals period neither triggered nor expired B. holding that neither a state agency nor its officials acting in their official capacities may be sued under section 1983 C. holding that designation is neither a sentence nor a punishment D. holding that the court neither weighs the evidence nor substitutes its own judgment for that of the agency E. holding that court is not empowered to substitute its judgment for that of the agency

assistant: The best answer is D. holding that the court neither weighs the evidence nor substitutes its own judgment for that of the agency
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 final order. The principal contention of the employer/carrier is that there was no clear and convincing evidence to overcome the. opin--ion of the expert medical advisor. The judge of compensation claims relied on the testimony of Dr. Hooshmand to determine the statutory presumption of correctness with regard to the expert medical advisor’s opinion was overcome by clear and convincing evidence. The record before us contains substantial competent evidence to support that finding. The employer/carrier did not contest the competence of Dr. Hooshmand to render an expert opinion on the effects of lightning strikes and electrical injuries. The judge of compensation claims was swayed by Dr. Hooshmand’s thirty plus years experience and specialization in this area of -82 (Fla. 1st DCA 2000) (<HOLDING>). Patty Schmitt’s treating physician’s Options: A. holding that a party seeking to establish particular claims as invalid must overcome the presumption of validity in 35 usc 282 by clear and convincing evidence B. holding that in reviewing a defendants motion for judgment of acquittal based on insanity which the defendant must prove by clear and convincing evidence the court must determine whether no reasonable jury could have failed to find that the defendants criminal insanity at the time of the offense was established by clear and convincing evidence C. recognizing presumption and finding that it was overcome D. holding presumption overcome based on competent substantial record evidence which the judge could reasonably find to be clear and convincing E. holding evidence insufficient to overcome presumption of correctness

assistant: The best answer is D. holding presumption overcome based on competent substantial record evidence which the judge could reasonably find to be clear and convincing
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: there is no precise line of demarcation dividing matters that are the subject of public policies from matters purely personal, a survey of cases in other States involving retaliatory discharges shows that a matter must strike at the heart of a citizen’s social rights, duties, and responsibilities before the tort will be allowed. Dicomes v. State, 113 Wash.2d 612, 782 P.2d 1002, 1006 (1989) (en banc) (citation omitted). Little argued that Windermere discharged her because she made a complaint about sexual harassment. The Washington Supreme Court held recently that Revised Code of Washington sections 49.12.200 and 49.60.010 embody a clearly articulated public policy condemning sex discrimination in employment. See Roberts v. Dudley, 140 Wash.2d 58, 69, 993 P.2d 901, 907 (2000) (en banc) (<HOLDING>). Relatedly, discharging an employee because of Options: A. holding that an employer did not regard the employee as disabled because it called the employee back from disability leave to work on a special project B. holding that the supervisors failure to give employee new assignments once she announced that she was pregnant and that her maternity leave would occur during the two months prior to the employers busiest time did not constitute evidence of discrimination C. holding that an employer was justified in demoting plaintiff after she returned from maternity leave because plaintiff could not rebut the employers evidence that she was having performance problems before she went on leave and that additional performance problems were discovered while she was on leave D. holding that discharging an employee because she was on maternity leave would violate that poli cy E. holding that an employee who did not present evidence that she could have returned to work prior to the expiration of her fmla leave allowance was not entitled to additional leave merely because her employer had not properly provided her with notice that the leave was designated as fmla leave

assistant: The best answer is D. holding that discharging an employee because she was on maternity leave would violate that poli cy
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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof and on the date hereof with respect to Letters of Credit listed on Schedule 1.01 hereto) and without any further action on the part of the applicable Issuing Bank or the Lenders, the Issuing Bank that issued the Letter of Credit hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing and with respect to each Letter of Credit, each Lender hereby absolutely and unconditionally agrees to pay in dollars and immediately available funds to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of the Dollar Equivalent amount of each LC Disbursement made by the applicable Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

assistant: Participations
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: Following the Term, either party may, in its discretion and at its option terminate this Agreement at any time upon thirty (30) days’ written notice to the other party, provided, however, the provisions providing compensation to Consultant, as well as Section 4, 6, 7, 8, and 16, shall survive such termination.

assistant: Terminations
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 pay the Executive an annual rate of base salary of $360,000 which shall accrue commencing as of October 1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing; and thereafter payable in periodic installments in accordance with the Company's customary payroll practices, but no less frequently than monthly. The Executive's base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. The Executive's annual base salary, as in effect from time to time, is hereinafter referred to as " Base Salary ".

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless the context otherwise requires, as used in this Agreement: (a) “or” is not exclusive; (b) “including” and its variants mean “including, without limitation” and its variants; (c) words defined in the singular have the parallel meaning in the plural and vice versa; (d) words of one gender shall be construed to apply to each gender; and (e) the terms “Article,” “Section” and “Schedule” refer to the specified Article, Section or Schedule of or to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All capitalized terms used in this Amendment (including in the Recitals to this Amendment) which are not expressly defined in this Amendment shall have the meanings given to them in the Credit Agreement or the Limited Waiver and Seventh Amendment to Credit Agreement, as applicable.

assistant: Definitions
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: Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive agrees and covenants that he will not at any time, except as necessary in the performance of his duties and responsibilities hereunder, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or any of its subsidiaries or their respective businesses, or any of their respective employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.

assistant: Non-Disparagement