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: no local actions or ordinances will be permitted to contravene it.” Wasserman v. City of Lebanon, 124 N.H. 538, 542-43, 474 A.2d 994, 998 (1984). The statutory scheme here is concerned with the location and “effective control” of junkyards near certain highways. RSA 236:90, :96. “Effective control” requires only that such junkyards be “screened by natural objects, plantings, fences, or other appropriate means so as not to be visible from the main traveled way.” RSA 236:91,1. The statutory scheme set forth in RSA 236:90-:110 “is concerned with the eyesore,” State v. Bryant, 127 N.H. 69, 72, 498 A.2d 322, 324 (1985), and does not purport to comprehensively regulate junkyards near certain highways, cf. Stablex Corp. v. Town of Hooksett, 122 N.H. 1091, 1101-02, 456 A.2d 94, 100 (1982) (<HOLDING>). “[Ajrbitrary or unreasonable restrictions Options: A. holding guilderlands local law was preempted by new york state law which provided a comprehensive scheme for funding road construction B. holding that a states regulation of a hazardous waste site did not make it an operator of the site C. holding local regulation of hazardous waste disposal facilities preempted by comprehensive and detailed state regulatory scheme D. recognizing that a state regulatory scheme that provides no new cause of action under state law and authorizes no new form of ultimate relief is not preempted E. recognizing oklahomas policy of allowing regulation instead of competition in waste disposal services

assistant: The best answer is C. holding local regulation of hazardous waste disposal facilities preempted by comprehensive and detailed state regulatory scheme
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 the merits of the ease” and the defendant must not be prejudiced in “his defense on the merits.” Id. The State may not seek amendments altering the material set of facts in the indictment or “materially alter(ing) a defense to the indictment ... to prejudice the defendant’s case.” Griffin v. State, 584 So.2d 1274, 1276 (Miss.1991) (Griffin II). The test for determining whether an amendment will prejudice the defendant’s case is “whether a defense as it originally stood would be equally available after the amendment is made.” Griffin v. State, 540 So.2d 17, 21 (Miss.1989) (Griffin I). Holmes argues that amending the indictment to a different charge is prejudicial and reversible error. Griffin v. State, 584 So.2d 1274, 1275 (Miss.1991); Shive v. State, 507 So.2d 898, 900 (Miss.1987) (<HOLDING>). Holmes’ defense, that the taking of property Options: A. holding that in the situation of a possible dismissal of an indictment because of possible grand jury tampering only where knowing perjury relating to a material matter has been presented to the grand jury should the trial judge dismiss an otherwise valid indictment B. holding that the indictment was permissibly amended to change the description of a stolen watch C. holding indictment may not be amended to change charge except by action of the grand jury because amendments can only go to form and not substance D. holding that the trial court erred in denying the defendants motion in arrest of judgment when the indictment lacked a material element and it was not apparent that the grand jury based the indictment on facts that satisfy this element of the crime and that the only permissible cure was to send the matter back to the grand jury E. holding that tribal courts are not subject to the fifth amendments requirement of indictment by grand jury

assistant: The best answer is C. holding indictment may not be amended to change charge except by action of the grand jury because amendments can only go to form and not substance
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 Loan Party and its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, and licenses (collectively, “ IP Rights ”) that are used in and material to the operation of the business of the Borrowers and the Restricted Subsidiaries, taken as a whole. To the best knowledge of each Loan Party, no slogan or other advertising device, product, process, method, substance, part or other material now employed by any Loan Party or any Restricted Subsidiary infringes upon any rights held by any other Person except where such infringement could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on Schedule 6.17, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Loan Party, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the authorized capital stock of the Company consists of, 100,000,000 shares of the Common Stock, par value $.00001 per share, of which 46,585,814 were issued and outstanding as of June 23, 2016. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable.

assistant: Capitalization
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 agrees to indemnify Executive to the fullest extent permitted by applicable law consistent with the Certificate of Incorporation and By-Laws of the Company as in effect on the effective date of this Agreement, or as the Certificate of Incorporation and By-Laws may be amended from time to time to provide greater indemnification, with respect to any acts or non-acts she may have committed while she was an officer, director and/or employee (i) of the Company or any subsidiary thereof, or (ii) of any other entity if her service with such entity was at the request of the Company.

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: This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its conflicts of law provisions. Each of the parties submits to the jurisdiction of any state or federal court sitting in California, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Section, however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any other court or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.

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: You will serve as Non-Executive Chairman until either you or the Board of Directors (the “ Board ”) provides written notice of your termination from such position or if you leave the Board for any reason (the “ Term ”).

assistant: Positions
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: various objectives. While the parties dispute whether Olympus achieved these objectives, it is undisputed that AHP failed to give Olympus the 6-month cure period required by the Distribution Agreement. (Doc. No. 107-9 at 8). Thus, AHP was not entitled to terminate the agreement for Olympus’s alleged failure to meet expectations. AHP has not asserted that any of Olympus’s other alleged breaches were material. Many of AHP’s claims, including Olympus’s alleged failure to meet performance objectives, appear to relate to the term of the contract. Olympus did not address these claims in its motion. Thus, AHP’s claims that Olympus violated the Distribution Agreement prior to November 24, 2008 survive. See Celotex Corp. v. Catrett, 477 U.S. 317, 323, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) (<HOLDING>). AHP’s confidentiality and non-compete Options: A. holding that a district court did not abuse its discretion when it denied a motion for reconsideration that relied on materials available to the movant at the time of the original motion and where movant did not give any explanation as to why she did not rely on those materials in the first instance B. holding that the movant has the initial responsibility of informing the district court of the basis for its motion C. holding that motion for reconsideration may only be granted if the movant demonstrates controlling law or factual matters put before the court on the underlying motion that the movant believes the court overlooked and that might reasonably be expected to alter the courts decision D. holding that in a redistricting case the legislature has the initial responsibility to act but in the event the legislature fails to act the responsibility shifts to the state judiciary E. holding that a party does not preserve an argument for appellate review by merely informing the district court in the statement of facts in its opening brief of the factual basis for the claim

assistant: The best answer is B. holding that the movant has the initial responsibility of informing the district court of the basis for its motion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: liens on all three tracts. They then brought suit for breach of contract against PSL and foreclosure against Enterprise Bank. The master did not rule on the claims against PSL but entered money judgments against Enterprise Bank. We hold the master had no authority to enter money judgments in the respondents’ foreclosure actions against Enterprise Bank. The procedures for enforcing a mechanic’s lien are provided by statute, see S.C.Code Ann. §§ 29-5-10 to -440 (2007 & Supp.2013), and “must be strictly followed.” Cohen’s Drywall Co. v. Sea Spray Homes, LLC, 374 S.C. 195, 199, 648 S.E.2d 598, 600 (2007). A court cannot depart from the plain language of the statute when enforcing a mechanic’s lien. See Zepsa Constr., Inc v. Randazzo, 357 S.C. 32, 38, 591 S.E.2d 29, 32 (Ct.App.2004) (<HOLDING>); Shelley Constr. Co. v. Sea Garden Homes, Options: A. holding a party was limited to recovery provided for by the strict terms of the mechanics lien statute B. holding that the lien bond releases the property from the lien but the lien is then secured by the bond C. recognizing that it has long been the rule that a mechanics lien claim may be waived D. holding that recovery is limited to actual compensatory damages E. holding that the phrase provided by law means prescribed or provided by statute

assistant: The best answer is A. holding a party was limited to recovery provided for by the strict terms of the mechanics lien 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 case excerpt and choose the best holding from the options. Case excerpt: 3 . Some of the statements were made minutes after the shooting while others were made within thirty to forty-five minutes of it. 4 . We seriously question whether the statements Maria made to the investigating officers can be classified as "testimonial” statements under Crawford. It appears that testimonial statements under Crawford have an official and formal quality about them. Here, Maria’s statements were not given in a formal setting; given during any type of pretrial hearing or deposition; contained within a formalized document of any kind; or made under circumstances which would lead an objective person to reasonably believe that the statement would be available for use at a later trial. See Samarron v. State, 150 S.W.3d 701, 705-07 (Tex.App.San Antonio 2004, no pet. h.) (<HOLDING>). Admittedly, Maria gave her statement in Options: A. holding neither a phone call by the police requesting an arrestee to come to the station for questioning nor the questioning of an arrestee at the station was a seizure within the meaning of the fourth amendment B. holding that postmmmda statement knowingly given in response to structured police questioning was testimonial C. holding statement inadmissible when instead of following section 5202 officers took juvenile first to police station where they obtained signed written statement from him before taking him to appropriate juvenile detention center D. holding victims statement testimonial where it was elicited in response to structured police questioning pursuant to a police investigation E. holding witnesss formal signed written statement given at the police station one hour after the crime following structured police questioning was testimonial

assistant: The best answer is E. holding witnesss formal signed written statement given at the police station one hour after the crime following structured police questioning was testimonial
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 arrearage, inability to pay must be relevant to reinstatement. Even though § 798(c) does not explicitly designate the inability to pay as a grounds for license reinstatement, we will “not presume that the legislature intended absurd or irrational consequences.” In re Judy Ann’s Inc., 143 Vt. 228, 232, 464 A.2d 752, 755 (1983). ¶ 11. Our interpretation is consistent with the legislative scheme for the enforcement of support. Although the payment of child support is a serious obligation, the state enforces payment orders against noneompliants through various civil rather than criminal sanctions. See 15 V.S.A. §§ 603 (authorizing civil contempt orders), 785 (withholding wages), 791 (issuing liens), 793 (affecting credit reports), 795 (revoking licenses or governmental contracts), 796 (<HOLDING>). To avoid qualifying as punishment, a civil Options: A. holding that a court may not enter an injunction freezing assets in action for damages where there is no equitable interest in frozen assets B. holding assets in escrow C. holding that a limited partner does not have an interest right or title in the assets of the partnership D. holding that the receiver of assets not the subsequent purchaser of the assets retained all liabilities not specifically enumerated in a similar purchase and assumption agreement E. holding that insurance premiums deducted from employees paychecks and commingled with corporate assets were plan assets in accordance with department of labor regulations see 29 cfr 25103102a and therefore that president of employer corporation acted as a fiduciary when he failed to separate those assets for payment to the funds and instead used them to pay company creditors

assistant: The best answer is B. holding assets in escrow
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: single license for a computer program for a single set price, regardless of the right to make copies of the program, is the purchase of a single piece of tangible personal property.” On that basis, the State contends that the total purchase price is subject to tax, regardless of the number of copies subsequently created. However, the State was conspicuously silent regarding this “longstanding and consistent policy” until the eleventh hour of this litigation. Texas Rule of Civil Procedure 166a(c) provides that “[ijssues not expressly presented to the trial court by written motion, answer or other response shall not be considered on appeal as grounds for reversal.” Tex.R. Civ. P. 166a(c) (emphasis added); see also City of Houston v. Clear Creek Basin Auth., 589 S.W.2d 671, 679 (Tex.1979) (<HOLDING>). This rule was implemented in response to Options: A. holding that on appeal a nonmovant need not have answered or responded to the motion for summary judgment to contend that the movants summaiy judgment proof is insufficient as a matter of law to support summary judgment B. holding that in summaryjudgment context nonmovant must expressly present to the trial court those issues that would defeat the movants right to a summary judgment and failing to do so may not later assign them as error on appeal C. holding that the parly opposing summary judgment must do more than merely suggest possible error in the movants summary judgment evidence he must submit facts which demonstrate that the movants summary judgment evidence is questionable or that the movants allegations are not properly supported D. holding that trial court may not grant summary judgment by default when the movants summary judgment proof is legally insufficient E. holding that issues not raised in the trial court may not be raised later on appeal

assistant: The best answer is B. holding that in summaryjudgment context nonmovant must expressly present to the trial court those issues that would defeat the movants right to a summary judgment and failing to do so may not later assign them as error on appeal
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: employer is the sort of action that could dissuade an employee from filing a [workers’ compensation] claim.” ¶ 33. We agree with the State that the videotaping of Hall in connection with his second workers’ compensation claim cannot, in and of itself, support Hall’s retaliation claim. To make out a prima facie case of retaliation for filing a workers’ compensation claim, a plaintiff must show, among other things, that “he suffered adverse employment decisions, an n in the parties’ Agreement were found to preclude all claims associated with Hall’s demotion, the limited video surveillance done in connection with Hall’s second workers’ compensation claim cannot, as a matter of law, support the retaliation claim. Cf. Gallipo v. City of Rutland, 2005 VT 83, ¶ 39, 178 Vt. 244, 882 A.2d 1177 (<HOLDING>). The videotaping was done one day in public in Options: A. holding that videotaping incident among others was insufficient to establish prima facie case that he suffered adverse employment action due to retaliation for his protected activity in violation of vermont fair employment practices act B. holding that plaintiff could not establish a prima facie case of retaliation without evidence that the decisionmaker knew about plaintiffs protected activity when he made the decision that resulted in the adverse action C. holding that a plaintiff bringing a retaliation claim under title vii must establish a prima facie case of retaliation by showing that she engaged in a protected activity that she was subjected to an adverse employment action by her employer and that there was a causal link between the two D. holding that the fact that employer had knowledge of the employees protected activity was not sufficient to establish a prima facie case of retaliation where the timing of the discharge was not proximate to the protected activity E. holding that a prima facie case of retaliation requires a causal link between the employees protected activity and the employers adverse employment action

assistant: The best answer is A. holding that videotaping incident among others was insufficient to establish prima facie case that he suffered adverse employment action due to retaliation for his protected activity in violation of vermont fair employment practices act
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: Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Parent and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons.

assistant: Insurances
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 changed, amended, terminated, modified, extended or superseded, or compliance with any term or condition hereof may be waived, only if agreed to in writing by the parties hereto, or in the case of a waiver, by the party waiving compliance. No waiver by either party hereto of any provision of this Agreement shall be deemed a waiver of any other provision hereof or a waiver of the same provision at any prior or subsequent time.

assistant: Modifications
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 list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, material exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use material Intellectual Property (but excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all information required in such form. Except for Permitted Licenses, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens other than Permitted Liens. No part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the Borrower’s knowledge, no claim has been made in writing that any part of the Intellectual Property violates the rights of any third party where the effect of such violation would reasonably be expected to have a Material Adverse Effect .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not producing that corroboration is inadequate. Gontcharova v. Ashcroft, 384 F.3d 873, 877 (7th Cir.2004); see Dong, 421 F.3d at 579 (applying Gontcharova requirements to withholding of removal applications). The second and third of these elements were met in this case. The IJ’s explanation of how Ikama-Obambi reasonably could have obtained corroboration is plausible and deserves deference. The IJ identified evidence that would have been readily obtainable regardless of the political upheaval in Congo, such as a statement from Offounga, who now safely resides in France. After all, Ikama-Obambi’s asylum hearing was conducted three years after she filed her application. And as for documenting her father’s role in the RDD, the BIA explained that “[tjypically, eviden 8-79 (7th Cir.2005) (<HOLDING>); Soumahoro v. Gonzales, 415 F.3d 732, 736 (7th Options: A. holding that an ij made an explicit credibility when the ij found testimony not credible based on several enumerated inconsistencies B. holding that an ij failed to make explicit credibility finding when he made passing remark that he disbelieved applicants testimony C. holding that an ij failed to make explicit credibility finding when he remarked that applicants testimony was vague and confusing as well as exaggerated D. holding that an ij failed to make explicit credibility flnd ing when he described applicants testimony as general and meager making his demand for corroborating evidence improper E. holding that ij failed to make explicit credibility finding when he described applicants testimony as general and meager making his demand for corroborating evidence improper

assistant: The best answer is C. holding that an ij failed to make explicit credibility finding when he remarked that applicants testimony was vague and confusing as well as exaggerated
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 in each case to the Participant’s Continuous Service Status on each applicable vesting date, the Options awarded under this Agreement shall vest and become exercisable in accordance with the schedule set forth below unless, prior to any vesting date set forth, the Options are forfeited or have become subject to accelerated vesting under the terms and conditions of this Agreement and the Plan.

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 legal provision and list the applicable contract clause categories. Provision: Assignor hereby assigns and UBS 1285 hereby assumes all of Assignor’s rights and obligations, as buyer, with respect to the Existing Custodial Agreement and all future and outstanding transactions thereunder. For the avoidance of doubt, each outstanding transaction is a continuing transaction and has not been, and shall not be, considered terminated in any respect. From and after the date hereof, (a) UBS 1285 shall be a party to the Custodial Agreement and shall have the rights and obligations of Assignor as Buyer thereunder and shall be bound by the provisions thereof and (b) Assignor shall relinquish its rights and be released from its obligations under the Custodial Agreement and all future and outstanding transactions thereunder except for those obligations of the Custodian to Assignor that survive.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to resolve cases on the merits requires both authority over the category pf claim in suit (subject-matter jurisdiction)- and authority over the parties (personal jurisdiction), so that : the court's decision will bind-them,”). 22 . Helicopteros Nacionales de Colombia, S.A. v. Hall, Abb U.S. 408, 426, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984) (Brennan, J., dissenting). 23 . Int'l Shoe Co. v. State of Wash., Office of Unemployment Comp. & Placement, 326 U.S. 310, 318, 66 S.Ct. 154, 90 L.Ed. 95 (1945). 24 .See, e.g., Perkins v. Benguet Consol. Min. Co., 342 U.S. 437, 448, 72 S.Ct. 413, 96 L.Ed. 485 (1952) (finding that "continuous and systematic” corporate activities with Ohio subjected a foreign corporation to general jurisdiction there); Helicopteros, 466 U.S. at 415-16, 104 S.Ct. 1868 (<HOLDING>); see also Monestier, supra note 1, at 1352 Options: A. holding that the court must look for continuous and systematic general business contacts ie general jurisdiction if the causes of action do not arise from or relate to the foreign defendants contacts with the forum state B. recognizing general jurisdiction where availment is systematic and continuous C. holding that when determining whether a nonresident defendant has continuous and systematic contacts with texas sufficient to support general jurisdiction courts examine the defendants contacts and forumrelated activities only up to the time that suit was filed D. holding that thirteen business trips of short duration over eighteen months was not continuous and systematic solicitation of business in the state to justify general jurisdiction E. holding that a ceos trip to the forum state to negotiate a services contract did not constitute the continuous and systematic general business contacts required to subject the corporation to general jurisdiction in the state

assistant: The best answer is E. holding that a ceos trip to the forum state to negotiate a services contract did not constitute the continuous and systematic general business contacts required to subject the corporation to general jurisdiction in the state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: All disclosures of Confidential Information (whether written or oral) by Party One and Party Two shall (a) remain in confidence for a period of three (3) years from the date of disclosure, except that any trade secrets or information with respect to Party One products or research and development will remain in confidence in perpetuity;

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 Holder hereby releases the Company from any and all claims, demands, debts and causes of action, known or unknown, past, present or future, arising from any defaults, if any, previously disclosed to the Holder and outstanding as of the date hereof under the Securities Purchase Agreement, the SPA Warrant Agreements and/or any other Transaction Documents; provided, that notwithstanding anything contained herein to the contrary, this release shall not release the Company from any of its obligations under this Consent and Amendment or under any other Transaction Document to be performed after the date hereof. Notwithstanding the proviso in the immediately preceding sentence, in the event the Company determines, exercising its reasonable judgment, that it is necessary to file a new registration statement (or post-effective amendment to the Registration Statement on Form S-1 (File No. 333- 214255)) to register the Restated SPA Warrant Shares for resale as required by the Registration Rights Agreement entered into in connection with the Securities Purchase Agreement, then this Consent and Amendment shall be deemed to be a waiver of any Registration Default (including any Maintenance Failure), and a release and waiver of the requirement or obligation to make any Registration Delay Payments or other liabilities or damages under the Registration Rights Agreement, provided that such new registration statement (or post-effective amendment) shall be filed by the Company no later than 30 days after the date of this Consent and Amendment, and shall have become effective no later than 60 days thereafter.

assistant: Releases
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 384 U.S. 28 86 S.Ct. 1250 16 L.Ed.2d 335 Margaret L. HOLT et al., Petitioners,v.ALLEGHANY CORPORATION et al. Margaret L. HOLT et al., Petitioners, v. Allan P. KIRBY et al. Nos. 131, 132. Supreme Court of the United States Argued March 21, 1966. April 18, 1966 See 384 U.S. 967, 86 S.Ct. 1583. Stuart N. Updike, New York City, for petitioners. Mark F. Hughes and Walter R. Mansfield, New York City, for respondents. PER CURIAM. 1 The writs of certiorari are dismissed as improvidently granted. 2 Mr. Justice BLACK dissents from dismissal of the writs and would reverse the judgments of the Court of Appeals and district courts substantially for the reasons stated in Judge Friendly's dissent in the Court of Appeals, 333 F.2d 327, 338. 3 Mr. Justice HARLAN and Mr. Justice WHITE dissent from the dismissal of the writs, believing that these cases having been taken for review should be adjudicated on the merits. 4 Mr. Justice DOUGLAS and Mr. Justice FORTAS took no part in the consideration or decision of these cases.

assistant: 9
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 right of each party to seek specific performance (which right shall not be subject to arbitration), if a dispute arises out of or is in any way related to this Agreement or the asserted breach thereof, such dispute shall be referred to arbitration before the American Arbitration Association the (“AAA”) pursuant to the AAA’s National Rules for the Resolution of Employment Disputes (the “Arbitration Rules”). A dispute subject to the provisions of this Section 15 will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the “Arbitration Notice”). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration to resolve the dispute by mediation in accordance with the Arbitration Rules. If the dispute is not resolved by the date set for arbitration, then any controversy or claim arising out of this Agreement or the asserted breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. In the event any claim or dispute involves an amount in excess of $100,000, either party may request that the matter be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in Chenango County, New York. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that discovery shall be concluded within ninety (90) days after the date the matter is set for arbitration. The arbitrator or arbitrators shall have the power to award reasonable attorneys’ fees to the prevailing party. Any provisions in this Agreement to the contrary notwithstanding, this Section 15 shall be governed by the Federal Arbitration Act, and the parties have entered into this Agreement pursuant to such act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 22(d), the Partnership and the Company shall promptly reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of his duties to the Partnership and the Company, respectively hereunder.

assistant: Expenses
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 inaccessibility then existing. Innkeepers of New Castle, 392 N.E.2d at 464. Cockrell admits that no easement of necessity was implied when Deckard divided his land into three parcels because tract ten had access to a public road at that time. If a way of necessity was not created at the time that the parcel was originally divided, then a subsequent necessity cannot now cause an easement of necessity to come into existence. Id. The trial court's findings support its conclusion that Cockrell failed to demonstrate the unity of title that would be required for an easement to be implied across Hawking's land. See Continental Enterprises, Inc. v. Cain, 156 Ind.App. 305, 306, 296 N.E.2d 170, 171 (1978). Consequently, that conclusion is not clearly erroneous. Cf. Hvidston, 591 N.E.2d at 572 (<HOLDING>). Because Cockrell did not demonstrate the Options: A. recognizing that appellate court may reverse trial courts judgment when it is based on an erroneous conclusion of law B. recognizing that factual findings were clearly erroneous where the record before the court was simply devoid of any basis for the district courts conclusion C. holding that the trial courts conclusion regarding an easement of necessity was clearly erroneous D. holding that district courts decision regarding defendants minor role status was not clearly erroneous E. holding clearly erroneous bankruptcy courts conclusion that mobile home was property of the estate

assistant: The best answer is C. holding that the trial courts conclusion regarding an easement of necessity was clearly erroneous
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 mitigation, the trial judge found no statutory mitigating circumstances had been established. The trial judge considered the following nonstatutory mitigating factors: (1) Reynolds was gainfully employed at the time the crimes were committed (little weight); (2) Reynolds exhibited appropriate courtroom behavior (little weight); (3) Reynolds had a difficult childhood (little weight). The trial court found that the evidence did not establish that Reynolds had the ability to adjust easily to prison life. Additionally, the trial court refused to consider residual or lingering doubt as a nonstatutory mitigating circumstance. The circumstances of this case are similar to other cases in which this Court has upheld the death penalty. See Butler v. State, 842 So.2d 817, 833 (Fla.2003) (<HOLDING>); Singleton v. State, 783 So.2d 970, 979 Options: A. holding in asapplied challenge that death is the statutory maximum sentence for firstdegree murder B. holding death sentence proportional in a case where the aggravators were murder committed during the course of enumerated felony prior violent felony and hac and the following nonstatutory mitigating factors were found remorse unstable childhood positive personality traits and acceptable conduct at trial C. holding the death sentence proportional for the firstdegree murder conviction where only the hac aggravator was found D. holding that where both firstdegree and felony murder were possible bases for a murder conviction a jury instruction that suggested the jury could rely on felony murder as the predicate offense for a conviction for conspiracy to commit murder was improper because under arizona law a conviction for conspiracy to commit firstdegree murder requires a specific intent to kill E. holding the death sentence proportional for the firstdegree murder conviction where the aggravators included prior violent felony conviction and hac

assistant: The best answer is C. holding the death sentence proportional for the firstdegree murder conviction where only the hac aggravator was found
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 consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2015, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at September 30, 2016, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the nine months then ended, copies of which have been furnished to each Lender, each Swing Line Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2015 that has had a Material Adverse Effect with respect to such Borrower.

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: All notices of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered or certified mail, return receipt requested and postage prepaid, addressed to the Company at 7102 Commerce Way, Brentwood, Tennessee 37027, Attn: Chief Financial Officer, to Executive at her then-existing payroll address, or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received: (a) if by personal delivery or nationally-recognized overnight courier, on the date of such delivery and (b) if by registered or certified mail, on the third postal service day following the date postmarked.

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: defer to 8 C.F.R. § 336.9(d)’s interpretation of 8 U.S.C. § 1421(c) as imposing a jurisdictional limitation on judicial review. We previously rejected the attempt of the Board of Immigration Appeals ("BIA”) to restrict its own jurisdiction in light of Arbaugh and its progeny. Pruidze v. Holder, 632 F.3d 234, 238 (6th Cir.2011). There we held that the Attorney General's interpretation of a regulation — an interpretation that restricted the BIA's jurisdiction to hear an alien's motion to reopen removal proceedings if the alien was abroad' — "cannot clear the first step of Chevron because the [Supreme] Court has drawn a line between mandatory rules and claim-processing rules on the one side and jurisdictional ones on the other.” Id. at 240; see Chevron, 467 U.S. at 842-43, 104 S.Ct. 2778 (<HOLDING>). We noted that Congress granted the BIA power Options: A. recognizing the preliminary issue in a first amendment challenge is whether the speech at issue is protected or unprotected B. holding that a court must first determine whether the intent of congress is clear or instead the statute is silent or ambiguous with respect to the specific issue C. holding with respect to another part of the plra that the court must determine the prisoners status on the date the suit or appeal is brought rather than at some other time D. holding that to violate a specific intent statute the defendant must act with the purpose of violating the law E. holding that where congressional intent is clear a court must give effect to such intent

assistant: The best answer is B. holding that a court must first determine whether the intent of congress is clear or instead the statute is silent or ambiguous with respect to the specific issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of th ty waiver to apply, a condition or use of tangible personal or real property must be involved. Tex. Civ. PRac. & Rem.Code Ann. § 101.021(2). Within section 101.021(2), “use” means “to put or [to] bring into action or service; to employ for or [to] apply to a given purpose.” Miller, 51 S.W.3d at 588. Claims involving the failure to use, or the non-use of property, do not fall within the TTCA’s property waiver. Id. at 587; White, 46 S.W.3d at 869-70; Kerrville State Hosp. v. Clark, 923 S.W.2d 582, 584 (Tex.1996). Additionally, the personal injury or death must be “caused by” the condition or use of the property. Tex. Civ. PRac. & Rem.Code Ann. § 101.021(2). Accordingly, the plaintiff must allege, among other things, Campus, 115 S.W.3d 154, 160 (Tex.App.-Fort Worth 2003, no pet.) (<HOLDING>); Austin Indep. Sch. Dist. v. Gutierrez, 54 Options: A. holding that claim for failure to monitor patient did not fall under ttcas property waiver B. recognizing that failure to develop claim on appeal constitutes waiver C. holding that a failure to file an appeal is within the scope of the waiver because the failure does not undermine the validity of the plea or waiver D. holding that failure to furnish proper training instruction training manuals and documents to officer who injured plaintiff failure to provide adequate tests for that officer and failure to discipline that officer fell outside ttcas property waiver E. holding that failure to administer an injectable drug is a nonuse of tangible property and does not fall under the waiver provisions of the texas tort claims act

assistant: The best answer is A. holding that claim for failure to monitor patient did not fall under ttcas property waiver