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: released, relinquished and discharged” claims against defendants and related persons, and that they are “barred and enjoined from instituting and/or prosecuting any other action against” those persons asserting those claims. The parties have not addressed whether the judgment binds all those who hold Isramco shares on the yet-to-occur effective date of the settlement, or only those who held shares on the August 15, 2011 date prescribed in the notice approved by the trial court. Either way, it is undisputed that Lapiner bought his shares before August 15, 2011, so he is expressly bound by the judgment. More generally, courts and commentators recognize that judgments in derivative suits bind non-intervening shareholders. See Smith v. Waste Mgmt., Inc., 407 F.3d 381, 386 (5th Cir.2005) (<HOLDING>); Nathan v. Rowan, 651 F.2d 1223, 1226 (6th Options: A. holding res judicata barred plaintiffs derivative suit because of a final judgment in a prior derivative lawsuit B. holding that former employees lawsuit was not barred by res judicata by unions prior suit where employee was not a party to the prior suit as a former union member was not in privity with the union and never authorized the union to represent his interest in prior suit C. holding that in rendering judgment following the settlement of a derivative action that did not involve a class action trial court lacked jurisdiction to render judgment that would adjudicate rights and personal claims of individual shareholders who were not parties to derivative action that was being settled D. holding that an injured former employees lawsuit was not barred by res judicata where he never authorized the union to represent his interest in a previous lawsuit over the same benefits E. holding that res judicata did not apply where a trial courts order was not a final judgment

assistant: The best answer is A. holding res judicata barred plaintiffs derivative suit because of a final judgment in a prior derivative lawsuit
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 Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, consents, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Properties are located or the ownership of its Properties requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.10 or any disposition permitted under Section 9.11 .

assistant: Existence
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 closing of the sale and purchase of the PAYEX Member Interest to the Buyer shall take place contemporaneously with the execution of this Agreement at the offices of the Seller (the “ Closing ”). Buyer shall deliver to Seller the Cash Consideration by initiating a wire transfer to Seller’s bank.

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

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

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: hold that the Council’s decision concerning the 2008 stipulation for settlement was an “administrative” decision on the facts presented and therefore not subject to the referendum process. [¶ 15.] Affirmed. [¶ 16.] ZINTER and MEIERHENRY, Justices, concur. [¶ 17.] GILBERTSON, Chief Justice, dissents. [¶ 18.] SABERS, Retired Justice, disqualified. 1 . It would be an untenable position if a municipality, after having the opportunity to weigh the merits of a lawsuit and confer with counsel, decided to settle litigation and that decision was determined referable. However, if the City were to ignore the benefits of settlement and proceed to a final court disposition, that judgment could not be referred. See Green Oak Twp. v. Green Oak MHC, 255 Mich.App. 235, 661 N.W.2d 243, 246 n. 5 (2003) (<HOLDING>). GILBERTSON, Chief Justice (dissenting). [¶ Options: A. recognizing a referendum on a court judgment would violate separation of powers B. recognizing that the judicial rewriting of a statute would violate the separation of powers doctrine C. holding that statute that retroactively reduced penalties for drug offenses did not violate separation of powers D. recognizing separation of powers doctrine E. holding legislatures retroactive amendment of statutory definition which rejected court interpretation did not violate separation of powers

assistant: The best answer is A. recognizing a referendum on a court judgment would violate separation of powers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be commenced within three (3) years of the time that the wrongful act, neglect or default is discovered or, in the exercise of reasonable diligence, should have been discovered.” Id. Under the Rhode Island statute, with its explicit exception-recognizing language, the date of death of an individual is clearly not the measuring point in all cases. For this reason, we unhesitatingly reject the argument of the Rhode Island Hospital defendants that the fact of death always triggers the running of the wrongful death statute of limitations. Such a generalization is contrary to the plain meaning of the statute and is far too Procrustean to apply to the wide variety of situations that can present themselves. See, e.g., Hanebuth v. Bell Helicopter International, 694 P.2d 143 (Alaska 1984) (<HOLDING>). Any irrebuttable judicial presumption that Options: A. holding that the statute of limitation was tolled and the wrongful death claim did not accrue until the wreckage of a crashed helicopter and the bodies of decedents were discovered some eight years after the fatal accident B. holding that same limitation provision violated krs 30414370 as to the plaintiffs claim because it did not accrue until denial of the plaintiffs claim for coverage C. holding that decedents daughter was necessary party to maryland wrongful death action D. holding that plaintiffs failure to prove decedents death was caused by the wrongful acts of the defendant precludes any recovery of wrongful death damages under mississippis wrongful death statute E. holding that a complaint filed within three years of an accident complied with the michigan court rules and was not barred by the statute of limitations even though service was made more than three years after the accident

assistant: The best answer is A. holding that the statute of limitation was tolled and the wrongful death claim did not accrue until the wreckage of a crashed helicopter and the bodies of decedents were discovered some eight years after the fatal accident
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Plan will terminate automatically on May 23, 2027. In addition, the Plan may be terminated at any time by the Board. The Plan will remain in effect with respect to outstanding Benefits until no Benefits remain outstanding.

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 case excerpt and choose the best holding from the options. Case excerpt: had evinced an intent to waive arbitration. See Morewitz, 62 F.3d at 1366. Here, on the other hand, Braun instigated litigation against AA based on a separate confidentiality agreement between Braun and AA. Braun never named Ivax as a party, nor did Ivax in any way participate in that litigation. Because Braun and AA had no agreement to arbitrate, the only way for Braun to recover from AA was to sue. The only other cases before us that have involved waiver based on litigation activity have dealt entirely with litigation between the parties to the arbitration agreement. In each case, we held that the party engaging in litigation against the other party clearly appeared to forego arbitration, and instead sought to resolve the dispute in court. See S & H Contractors, 906 F.2d at 1514 (<HOLDING>); E.C. Ernst, Inc. v. Manhattan Constr. Co., Options: A. holding that the party demanding arbitration had waived its right to arbitrate by filing eight months earlier a complaint against the other party to the arbitration agreement B. holding that purpose of stay pending arbitration is twofold it relieves the party entitled to arbitrate of the burden of continuing to litigate the issue while the arbitration process is ongoing and it entitles that party to proceed immediately to arbitration without the delay that would be occasioned by an appeal of the district courts order to arbitrate C. holding that party waived arbitration by filing multiple lawsuits D. holding that a party that engages in protracted litigation waives his right to arbitrate when an order compelling arbitration would result in prejudice to the party opposing arbitration E. holding that the party did not waive its right to enforce the arbitration clause

assistant: The best answer is A. holding that the party demanding arbitration had waived its right to arbitrate by filing eight months earlier a complaint against the other party to the arbitration agreement
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 is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted.

assistant: Organizations
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 BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS SITTING IN SUFFOLK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF MASSACHUSETTS, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To 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: Each Grantor agrees to pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, any Collateral, all in accordance with the Credit Agreement.

assistant: Taxes
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 binding upon the parties and their respective successors and permitted assigns, and shall remain in full force and effect after the Anadarko Closing and if occurring, the KNOC Closing. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

assistant: Binding Effects
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: tortious injury here, he presents no office address for LLNS here or any facts establishing that the LLNS offices here regu larly do business here. Moreover, merely alleging that LLNS has offices here does not establish under § 13^422 that the offices are LLNS’ principal place of business or that LLNS is domiciled here. See Lindsey v. Rice, Civil Action No. 05-219(RMC), 2005 WL 3275918, at *2 (D.D.C. Sept. 27, 2005) (finding that plaintiff failed to establish that the defendants were domiciled in or maintained their principal places of business in the District of Columbia where the complaint “merely provide[d] mailing addresses in the caption” that were located in the District of Columbia); see also Hertz Corp. v. Friend, — U.S.-, 130 S.Ct. 1181, 1192-1193, 175 L.Ed.2d 1029 (2010) (<HOLDING>). In addition, Atwal’s complaint does not Options: A. holding that if a domestic corporations principal place of business is abroad the foreign principal place of business cannot be considered for diversity jurisdiction purposes B. holding that while a state statute granted a foreign corporation the rights and privileges enjoyed by domestic corporations it did not transform such corporations into domestic or resident corporations C. holding that the location of a corporations principal place of business for diversity purposes is the state where the corporation has its headquarters or nerve center D. recognizing a cause of action against a corporations directors brought by a creditor for the fraudulent misrepresentation of the corporations financial condition E. holding that a corporations principal place of business for determining diversity jurisdiction under 28 usc 1332c1 is the nerve center meaning the corporations headquarters or the place where a corporations officers direct control and coordinate the corporations activities

assistant: The best answer is E. holding that a corporations principal place of business for determining diversity jurisdiction under 28 usc 1332c1 is the nerve center meaning the corporations headquarters or the place where a corporations officers direct control and coordinate the corporations activities
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 (together with the Exhibits, Schedules and the documents referenced herein) sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof including any offer letter or term sheets. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise or inducement not so set forth. RCPC hereby agrees that the Chairman of the Board will recommend that the shareholders support (i) the proposal to approve the LTIP Award as described in Section 3.3.1 of the Employment Agreement and (ii) the succeeding LTIP described in Section 3.3.2 of the Employment Agreement and, if Revlon's and Executive's overall performance during the performance period for the LTIP Award exceeds expectations, with an increased monetary opportunity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: IN PART. ORFINGER and EVANDER, JJ„ concur. 1 . Despite the fact that Nicole’s current full-time job compensates her better than any job she had prior to or during her marriage, she still earns approximately one third of the income earned by Robert. 2 . We would also recede from the other panel decisions from our court that have followed or applied the same rule announced in Martin. See, e.g., Greene v. Greene, 895 So.2d 503 (Fla. 5th DCA 2005); Widmer v. Widmer, 713 So.2d 1054 (Fla. 5th DCA 1998); Fullerton v. Fullerton, 709 So.2d 162 (Fla. 5th DCA 1998); Ingle v. Ingle, 640 So.2d 223 (Fla. 5th DCA 1994). 3 . We note that a panel of this court several years ago signaled the court's willingness to reconsider Martin. See Alpha v. Alpha, 885 So.2d 1023, 1031-32 (Fla. 5th DCA 2004) (<HOLDING>) (citations omitted). The trial courts within Options: A. recognizing that although this court has not looked kindly on bridge the gap rehabilitative alimony awards in the past in a proper case it might do so in the future B. holding that for 9year marriage where wife was 29years old and able to be selfsufficient rehabilitative alimony should have been awarded reversing permanent periodic alimony as inappropriate C. holding that length of marriage and the proper amount or duration of alimony do not correlate in any mathematical formula D. holding that the proper focus should be on whether the outofstate defendant engaged in any act that might provide the court with jurisdiction E. recognizing such a ground for judicial review of arbitration awards in this circuit

assistant: The best answer is A. recognizing that although this court has not looked kindly on bridge the gap rehabilitative alimony awards in the past in a proper case it might do so in the future
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 has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general principles of equity.

assistant: Authorizations
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 any immunity provision found in the Act. Instead, the Fifth District found the existence of a duty under the common-law doctrine of public immunity. Long, 178 Ill. App. 3d at 53, 532 N.E.2d at 921. Long is not only legally distinguishable from Havens and Bainter but also factually distinguishable. Unlike the situations in Havens and Bainter, the trees in Long were so overgrown they were physically encroaching the street. In fact, the plaintiff in Long testified that the brush physically struck the side of her car and tore her blouse. Clearly, courts have held that public entities can be held liable for injuries incurred as a result of objects being located on a public road. See O’Connell v. Chicago & North Western R.R. Co., 305 Ill. App. 430, 442, 27 N.E.2d 644, 650 (1940) (<HOLDING>). The duty to remove known encroachments Options: A. holding a city liable for personal injuries caused by a driver colliding with a girder in the center of a city street where the city did not give a warning B. holding that a city may be held liable on account of the unconstitutional conduct of city officials only if the citys policy or custom played a part in the violation C. holding that city attorneys promise in an oral settlement agreement for city to annex and rezone land was within the legal authority of the city of joliet to accomplish and were not absolutely void acts per se therefore city could be estopped from avoiding enforcement of contract D. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city E. holding city could not enforce through administrative adjudication a city ordinance limiting vehicle weight

assistant: The best answer is A. holding a city liable for personal injuries caused by a driver colliding with a girder in the center of a city street where the city did not give a warning
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No representation or warranty by Purchaser contained in this Agreement or in any of the Transaction Documentation, and no statement contained in any document, certificate or other instrument delivered or to be delivered by or on behalf of Purchaser or any Purchaser Subsidiary pursuant to this Agreement or therein, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the cooperating witness. As informed juries will expect other corroborating elements, such evidence is typically provided. There is no objective reason why such witnesses should be inclined to lie to suit the government, regardless of whether there is an agreement for their testimony. Where an agreement exists, testimony substantially at odds with other evidence known to the government regardless of admissibility, runs the risk that the witness will lose the benefits contemplated by the agreement in addition to a perjury charge. In either event, the witness is subject to perjury. The incentive to be truthful may thus be enhanced, not necessarily reduced, by the existence of the witness’ agreement with the government. See United States v. Borello, 766 F.2d 46, 56-57 (2d Cir.1985) (<HOLDING>) (citing cases). It is common knowledge that Options: A. holding that warnings given to a witness by the trial court and the prosecutor concerning the possibility that testifying could place the witness in jeopardy of revocation of his plea agreement and charges of perjury or false statement did not violate the defendants due process rights because the warnings merely corroborated in a straightforward and nonthreatening manner the information given by the witness attorney B. holding that the defendants due process rights were violated when the trial judge singled out the only defense witness and indicated to that witness that he expected the witness to he and would personally ensure that the witness was prosecuted for perjury and thereby effectively drove that witness off the stand C. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness D. recognizing that informing the jury that testifying witness has agreed to cooperate with the government is a doubleedged sword as the existence of such agreement may suggest either that the witness will testify in accordance with the governments wishes regardless of the truth or that the witness will not he under threat of revocation of the agreement should the witness commit perjury E. holding that evidence of a threat to a witness by the defendant is relevant as showing an attempt to prevent a witness from testifying and avoid punishment for the crime

assistant: The best answer is D. recognizing that informing the jury that testifying witness has agreed to cooperate with the government is a doubleedged sword as the existence of such agreement may suggest either that the witness will testify in accordance with the governments wishes regardless of the truth or that the witness will not he under threat of revocation of the agreement should the witness commit perjury
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 obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on the Executive pursuant to Section 409A of the Code.

assistant: General
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: protections afforded under the [New Jersey Protection of Domestic Violence Act] are intended for the benefit of victims of domestic violence and are not meant to serve as a pretext for obtaining information to advance a criminal investigation against an alleged abuser”). Instead, we believe the Legislature intended for the findings, which result from an emergency hearing pursuant to section 20-4-50(a), to be temporary and confined to the Order of Protection. Implicit in this conclusion is that these findings cannot be used in future litigation unless they are confirmed in a subsequent hearing on the merits. In reaching this conclusion, we need look no further than the terms of the Act. See Beattie v. Aiken County Dep’t of Soc. Servs., 319 S.C. 449, 452, 462 S.E.2d 276, 278 (1995) (<HOLDING>); Id. (“ ‘A statute as a whole must receive a Options: A. holding that the primary goal when interpreting an insurance contract is to ascertain the intent of the parties as manifested by the language of the specific insurance policy B. recognizing that in interpreting a statute our primary purpose is to ascertain the intent of the legislature C. holding courts must adhere to legislative intent when interpreting a statute D. recognizing the legal concept that when interpreting a statute it is presumed that the legislature did not intend an absurd or unreasonable result E. holding that in interpreting a contract the actual purpose and intent of the parties must be derived

assistant: The best answer is B. recognizing that in interpreting a statute our primary purpose is to ascertain the intent of the legislature
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 has been, and each other Loan Document to which any Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Person that is party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when so delivered will constitute, a legal, valid and binding obligation of such Person, enforceable against each such Person that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

assistant: Binding Effects
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 Loans comprising each ABR Borrowing (including each Swingline Loan, unless the Borrower and Swingline Lender shall agree in writing to a different rate of interest) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

assistant: Interests
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: 66-232 & 234 simply provide for neghgence claims, we believe the “Fireman’s Rule” is apphcable to both of them. The Butlers further argue, however, that the Kansas legislature clearly intended to provide for causes of action in all cases of injuries resulting from fires caused by a railroad. Thus, they contend that the common law “Fireman’s Rule” does not apply to their statutory claim, or, if it does, the statute prevails. The Butlers argue that when a statute and common law conflict, the statute controls. See Board of County Comm’rs of Neosho County v. Central Air Conditioning Co., Inc., 235 Kan. 977, 683 P.2d 1282, 1285 (1984). However, this argument appears to logically depend on a statutory enactment that occurs subsequent to the common law rule in conflict. See id. at 1286 (<HOLDING>). In any event, we do not see the Fireman’s Options: A. holding that the statutes abrogated the common law B. recognizing that an agreement between the insurer and the insured can modify the common law make whole concept C. recognizing common law privileges D. holding that the statute in question served to modify prior common law and that the legislature was empowered to make such changes in the common law based on the public interest E. recognizing that the claim at issue was one under state common law between two private parties the experts in the federal system at resolving common law counterclaims are the article iii courts

assistant: The best answer is D. holding that the statute in question served to modify prior common law and that the legislature was empowered to make such changes in the common law based on the public interest
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 934 F.2d 1151 (10th Cir.1991), the authority relied upon in the previous order, subject matter jurisdiction depended upon the discretionary function exception to the FTCA which is codified at 28 U.S.C. § 2680(a). In this matter, jurisdiction depends upon the Feres doctrine, a judicially created exception to the FTCA’s waiver of sovereign immunity. Therefore, it would be improper for the court to treat the government’s motion as one for summary judgment because jurisdiction is not dependent upon the FTCA; it is dependent upon whether Feres applies. See, e.g., Holt v. United States, 46 F.3d 1000, 1003 (10th Cir.1995) (stating conversion was improper because resolution of the jurisdictional issue did not depend on the FTCA); Atkinson v. United States, 825 F.2d 202, 204 n. 2 (9th Cir.1987) (<HOLDING>). For this reason, the court disposes of the Options: A. holding a decision denying a motion to dismiss an action for lack of personal and subject matter jurisdiction is not appealable B. recognizing proper disposition when feres applies is to dismiss for lack of subject matter jurisdiction not grant summary judgment C. holding that the grant of subject matter jurisdiction in 502e1 is exclusive D. holding that a motion to dismiss or for summary judgment precluded default judgment E. holding that trial court may not grant summary judgment by default when the movants summary judgment proof is legally insufficient

assistant: The best answer is B. recognizing proper disposition when feres applies is to dismiss for lack of subject matter jurisdiction not grant summary judgment
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: Judge. This appeal arises from a judgment entered by the Baldwin Circuit Court in postdivorce enforcement proceedings involving an agreement incorporated into that court’s 2002 judgment of divorce dissolving the marriage of Gregg D. Schoen (“the former husband”) and Pamela M. Jurenka (“the former wife”). Because we have concluded that the former husband’s appeal was not timely taken, we dismiss the appeal. See Rule 2(a)(1), Ala. R.App. P.; and Wallace v. Tee Jays Mfg. Co., 689 So.2d 210, 211 (Ala.Civ.App.1997) (<HOLDING>). In June 2002, the former husband filed a Options: A. holding statute of limitations is jurisdictional and may be raised at any time but noting other ohio appellate courts have held the statute of limitations is not jurisdictional and may be waived if not asserted at the trial level B. recognizing that a court may take judicial notice of court filings and other matters of public record C. recognizing that a court may rely on matters of which a court may take judicial notice D. holding that courts may take judicial notice of sec filings that are matters of public record E. holding that jurisdictional matters are of such magnitude that appellate courts should take notice of them at any time and may do so even ex mero motu

assistant: The best answer is E. holding that jurisdictional matters are of such magnitude that appellate courts should take notice of them at any time and may do so even ex mero motu
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: There is no action, suit, proceeding or investigation pending or, to the Knowledge of the Company, threatened (including “cease and desist” letters or invitations to take patent license) against, nor any outstanding judgment, order, writ or decree against, the Company or any of its Subsidiaries or any of their respective assets before or by any Governmental Entity which individually or in the aggregate have, or would reasonably be expected to have, a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subject to any judgment, order or decree of any Governmental Entity.

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: Member has the full power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly executed by Member and constitutes the valid and binding obligation of Member, enforceable against Member in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. No consent of any third party is necessary in order for Member to execute, deliver and perform its obligations under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had filed both lawsuits. See id. at 359-60 (citing to two family law cases, Evans v. Evans, 186 S.W.2d 277 (Tex.Civ.App.-San Antonio 1945, no writ) and Mills v. Howard, 228 S.W.2d 906 (Tex.Civ.App.-Amarillo 1950, no writ)). 3 . Because the United States Supreme Court has held that contravention of a strong public policy is an exception to enforcement of a forum selection clause, M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972), appellees’ showing that Florida would apply Florida rather than Texas law to the non-compete agreement also supports the enjoining of the proceeding in the parties’ contractually selected forum of Florida. See also Holeman v. Nat’l Business Inst., Inc., 94 S.W.3d 91, 99 (Tex.App.-Houston [14th Dist.] 2002, pet. denied) (<HOLDING>). 4 . Regarding Autonation’s claim that the Options: A. holding that jurisdiction existed over two georgia residents who leased a machine from a texas resident because they 1 solicited and negotiated the lease agreement by two telephone calls to texas 2 sent correspondence and payments by mail to texas 3 paid for the transfer of the machine from texas and 4 caused their insurance agent to contact the texas resident in texas to arrange coverage for the machine B. holding that where the entity was incorporated in texas and the shareholders reside in texas and the bankruptcy case is pending in texas texas law not arizona law should be applied C. holding that jurisdiction existed over nonresident printing customer despite the fact that texas printer solicited the business in alabama and nonresident sent no personnel to texas because nonresident placed additional orders from which it expected to profit sent payments to texas sent and received printing materials to and from texas paid for shipping of printed goods from texas and sent payments to texas the transactions were governed by texas law and substantial part of performance occurred in texas D. holding misrepresentation made by outofstate defendant to texas plaintiff who relied on it in texas satisfied requirement for jurisdiction under longarm statute based on commission of a tort in part in texas E. holding that appellant failed to establish abuse of discretion in dismissal of texas suit in which appellant failed to show georgia would refuse to apply texas law

assistant: The best answer is E. holding that appellant failed to establish abuse of discretion in dismissal of texas suit in which appellant failed to show georgia would refuse to apply texas law
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: Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect Optionee’s rights with respect to the Option without Optionee’s consent and Optionee’s consent shall not be required to an amendment that is deemed necessary by the Corporation to ensure compliance with Section 10D of the Exchange Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All federal, state and other material tax returns of the Borrower, each other Loan Party and each other Subsidiary required by Applicable Law to be filed (after taking into account any extensions of time within to file such tax returns) have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon, each Loan Party, each other Subsidiary and their respective properties, income, profits and assets which are due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 7.6. As of the Agreement Date, none of the United States income tax returns of the Borrower, any other Loan Party or any other Subsidiary is under audit. All charges, accruals and reserves on the books of the Borrower, the other Loan Parties and the other Subsidiaries in respect of any taxes or other governmental charges are in accordance with GAAP.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Parent, Holdings or the Borrower, threatened by or against Parent, Holdings or any of its Subsidiaries or against any of their respective Properties or revenues (a) as of the Closing Date, with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that, is reasonably expected to be adversely determined and if so determined, could reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: of temporary insanity, trial counsel were not deficient for failing to further investigate and pursue the defense. See Sawyers v. State, 724 S.W.2d 24 (Tex.Crim.App.1986) (evidence showing the defendant was intoxicated and nothing more does not justify submission of an issue on temporary insanity, and refusal to submit such charge in mitigation of punishment is not error); Ex parte Lilly, 656 S.W.2d 490, 493 (Tex.Crim.App.1983) (counsel’s failure to investigate the facts of a case constitutes ineffectiveness if the result is that any viable defense available to the accused was not advanced). We conclude that, had counsel requested an instruction on temporary insanity as a mitigating factor, it would have been properly denied. See Hart v. State, 537 S.W.2d 21, 24 (Tex.Crim.App.1976) (<HOLDING>). Similarly, because applicant knew his Options: A. holding that the evidence at trial showed hart was aware that what he was doing was wrong B. holding that an appeal was not equitably moot because the person who was issued the money was a party and was aware when the payment was made that the award would be appealed C. holding that willfully violating the prohibition on engaging in business as a brokerdealer or agent without registering with the state means the defendant acted intentionally in the sense that he was aware of what he was doing D. holding that clearly established means the contours of the right were so clear at the time the officials acted that a reasonable official would have understood that what he was doing violated that right E. holding that even though defendant began to display physical signs of withdrawal his waiver was voluntary because he remained coherent and responsive was aware of what was going on and told the agents that he was able to continue with questioning

assistant: The best answer is A. holding that the evidence at trial showed hart was aware that what he was doing was wrong
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 represents the entire agreement and understanding concerning Executive’s continued service for, and subsequent separation from, the Company. Except as provided in Section 7 above, this Agreement supersedes and replaces any and all prior agreements, understandings, discussions, negotiations, or proposals concerning the matters addressed herein and Executive’s employment with and termination from the Company. In deciding to sign this Agreement, neither Party has relied on any express or implied promise, statement, or representation by the other Party, whether oral or written, except as set forth herein.

assistant: Entire Agreements