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: by geographic location, or by any other discrete criteria. See, e.g., Tawes, 340 S.W.3d at 428 (addressing sufficiency of idéntification of individual as a member of a group in joint operating agreement in order to qualify for third-party beneficiary status); Brown, 52 S.W.3d at 170 (addressing sufficiency of identification of individual in decree in order to qualify for third-party beneficiary status). We have not located, and Appellants have not cited, any case supporting the proposition that persons who in a contract are unnamed, unidentified by address or by property description, and are unidentifiable by membership in a specifically defined, discrete, limited group can be intended by the contracting parties to be beneficiaries of that contract. Compare Stine, 80 S.W.3d at 588 (<HOLDING>), with Brown, 52 S.W.3d at 170 (holding Options: A. holding decrees failure to identify attorney by name was insufficient to confer thirdparty beneficiary status on him concerning decrees allocation of the payment of his fees B. holding that the thirdparty beneficiary theory did not apply C. recognizing common law cause of action as thirdparty beneficiary D. holding that courts considering government contracts must take a more narrow view of thirdparty beneficiary status and apply a more stringent test to determine whether a third party qualifies for beneficiary status E. holding decrees identification of person by name was sufficiently specific for purposes of thirdparty beneficiary status

assistant: The best answer is E. holding decrees identification of person by name was sufficiently specific for purposes of thirdparty beneficiary status
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: our Supreme Court upheld the application of a claim for implied warranty of merchantability against a soda bottler who sold a soda to the retailer that sold the soda to the plaintiff. However, unlike Taco Bell in this case, the Supreme Court pointed out in Tedder that “[o]nly the bottler and the plaintiff actually handled the drink,” id. at 305, 154 S.E.2d at 340, and that the defective soda was contaminated when it was provided by the bottler to the retailer (i.e. when it left the control of the bottler). Nonetheless, the trooper contends that he may maintain an action against Taco Bell, regardless of privity, under the North Carolina Products Liability Act, N.C. Gen. Stat. § 99B-1 et seq. (1999). See Morrison v. Sears, Roebuck & Co., 319 N.C. 298, 303, 354 S.E.2d 495, 498 (1987) (<HOLDING>). However, G.S. § 99B-3 generally abolishes Options: A. holding that a cause of action on the theory of strict liability may be properly pled by alleging 1 the manufacturers relationship to the product in question 2 the unreasonably dangerous condition of the product and 3 the existence of a proximate causal connection between the condition of the product and the plaintiffs injury B. holding that a commercial buyer of defective goods cannot maintain a strict liability or negligence suit for economic loss to the product as the remedy is a breach of warranty suit under the ucc C. holding that an action for breach of implied warranty of merchantability under the uniform commercial code is a product liability action within the meaning of the products liability act if as here the action is for injury to person or property resulting from a sale of a product D. holding that no products liability claim lies in admiralty when commercial party alleges injury only to product itself resulting in purely economic loss insofar as the tort concern with safety is reduced when an injury is only to the product itself E. holding that an action for consequential damages to property whether the action is brought in contract or in tort is an action for injury to property within the threeyear statute of limitations

assistant: The best answer is C. holding that an action for breach of implied warranty of merchantability under the uniform commercial code is a product liability action within the meaning of the products liability act if as here the action is for injury to person or property resulting from a sale of a product
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: evading review and (2) is sues that raise considerations of substantial public interest which, if addressed, might prevent future litigation”); Doe v. Doe, 116 Hawaii 323, 172 P.3d 1067, 1071 n. 4 (2007) (noting the public interest and capable of repetition yet evading review exceptions are ‘“separate and distinct’”); Koch v. Canyon County, 145 Idaho 158, 177 P.3d 372, 377 (2008) (acknowledging exceptions to mootness doctrine “ ‘(1) when there is the possibility of collateral legal consequences imposed on the person raising the issue; (2) when the challenged conduct is likely to evade judicial review and thus is capable of repetition; and (3) when an otherwise moot issue raises concerns of substantial public interest’ ”); Smith v. Hannaford Brothers Co., 940 A.2d 1079, 1081 (Me.2008) (<HOLDING>); DeCoteau v. Nodak Mutual Insurance Co., 636 Options: A. holding that the absence of a motivating desire to address a matter of public concern was not dispositive as to whether the speech addressed a matter of public concern B. holding that questions of public interest originally encompassed in an action should be decided for future guidance C. recognizing three exceptions to the mootness doctrine including when the appeal contains questions of great public concern that in the interest of providing future guidance to the bar and the public we may address or the issues are capable of repetition but evade review because of their fleeting or determinate nature D. recognizing a public employees first amendment right to address matters of legitimate public concern E. recognizing two exceptions where the court may address issues despite mootness

assistant: The best answer is C. recognizing three exceptions to the mootness doctrine including when the appeal contains questions of great public concern that in the interest of providing future guidance to the bar and the public we may address or the issues are capable of repetition but evade review because of their fleeting or determinate nature
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 of the Investors, on the one hand, the Company, on the other hand, and, with respect to Section 1(b), the Additional Investor, acknowledges and agrees that irreparable injury to the other Party hereto may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages. It is accordingly agreed that the Parties hereto (the “ Moving Party ”), shall each be entitled to specific enforcement of, and injunctive or other equitable relief to prevent any violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the New Primary Securities and reservation for issuance and issuance of the New Underlying Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below) or any other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined below) of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, after giving effect to the receipt by the Company of the Required Consents (as defined below), or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market ”) and including all applicable federal laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Within one Business Day after Seller receives any notice of lien or lien against the Property in connection with the Flood Plain Improvements, Seller shall give written notice, together with a copy, of the notice or lien to Purchaser. Seller shall bond off or otherwise discharge any lien filed against the Property within 45 days after receiving notice of the lien.

assistant: Liens
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: Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries (other than Immaterial Subsidiaries) as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers and Holdings believe that the insurance maintained by or on behalf of the Loan Parties is adequate.

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 case excerpt and choose the best holding from the options. Case excerpt: Civil Procedure 502.4(c), which authorizes the filing of a lawsuit in the county of the plaintiffs residence when the defendant’s residence is unknown, “should not be pre-empted by the FDCPA.” . Onwuteaka’s argument is not only merit-less, but frivolous and sanctionable. On-wuteaka’s sole authorities for the premise that' mistakes of law qualify for the bona fide error defense are Jerman v. Carlisle, McNellie, Rini, Kramer & Ulrich LPA, 538 F.3d 469 (6th Cir.2008), and Taylor v. Luper, Sheriff & Niedenthal Co., L.P.A., 74 F.Supp.2d 761 (S.D.Ohio 1999). The Supreme Court granted certiorari in Jer-man and ultimately reversed the Sixth Circuit on precisely this point. See Jerman v. Carlisle, McNellie, Rini, Kramer & Ulrich LPA 559 U.S. 573, 130 S.Ct. 1605, 1624-25, 176 L.Ed.2d 519 (2010) (<HOLDING>). Despite including outdated subsequent history Options: A. holding that the name under which a debt collector is licensed to do business is the debt collectors true name for purposes of the fdcpa B. holding that a debt collectors filing of a lawsuit on a debt that appears to be timebarred is an unfair and unconscionable means of collecting the debt C. holding that the bona fide error defense in 1692kc does not apply to a violation of the fdcpa resulting from a debt collectors incorrect interpretation of the requirements of that statute and reversing the contrary judgment of the court of appeals D. holding that fdcpa was intended to protect consumers from communications initiated by debt collectors not consumers E. holding that it was error for the court to rule that the statement of mortgage debt was incorrect prior to submission of the auditors statement of account

assistant: The best answer is C. holding that the bona fide error defense in 1692kc does not apply to a violation of the fdcpa resulting from a debt collectors incorrect interpretation of the requirements of that statute and reversing the contrary judgment of the court of appeals
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: address system over which the invocation was delivered remained in the actual control of school officials. Id. at 307-08, 120 S.Ct. at 2278. As the State of Washington does not retain analogous control over the Commission, Santa Fe is inapposite. 6 . The Commission asserts that this Court should defer to the Washington State Legislature’s factual finding of comprehensive regulation. While the Court agrees that the Washington State Legislature’s factual findings regarding the Commission are entitled to deference, that deference cannot preclude this Court’s independent judgment of the facts necessary to decide the constitutionality of the Commission's assessment structure. See e.g. Sable Communications of Cal., Inc. v. F.C.C., 492 U.S. 115, 129, 109 S.Ct. 2829, 2838 106 L.Ed.2d 93 (1989) (<HOLDING>); see also Moser v. F.C.C., 46 F.3d 970, 974 Options: A. holding that deference to legislative fact finding does not foreclose the courts independent judgment of the facts bearing on an issue of constitutional law B. holding that because the state court made no findings as to the merits of the petitioners claim it is axiomatic that there are no findings to which we can give deference and thus 2254d does not apply C. holding that no deference is due when findings are based on inferences not grounded in the record or merely personal views of the immigration judge D. holding that while legislative findings are due deference that cannot foreclose a courts constitutional analysis E. holding that we review factual findings underlying a decision to apply a sentencing enhancement for clear error and give due deference to the district courts application of the guidelines to the facts

assistant: The best answer is D. holding that while legislative findings are due deference that cannot foreclose a courts constitutional analysis
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if a host fails to provide us with documentation that we determine to be sufficient to alleviate our obligation ( if any ) to withhold taxes from payouts to you , we reserve the right to freeze all payouts , withhold such amounts as required by law , or to do both , until resolution .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Plaintiffs claims are based on the allegation that Defendant violated ERISA by changing its dividend policy in 1998. Compl. ¶¶ 45, 46. Thus, Plaintiffs claims are based on a distinct event and the limitations period runs from the original wrongful act and is not restarted each time a plaintiff suffers incremental, additional injury flowing from the same event. Med. Mut. of Ohio, 548 F.3d at 394; see also Miele v. Pension Plan of N.Y. State Teamsters Conference Pension & Ret. Fund, 72 F.Supp.2d 88, 102 (E.D.N.Y.1999) (“continuing claims doctrine does not apply to a claim based on a single distinct event which has ill effects that continue to accumulate over time”); see also Rabouin v. Metropolitan Life Ins. Co., 10 Misc.3d 1061(A), 2005 WL 3536441, at *9 (N.Y.Sup.Ct. Nov. 23, 2005) (<HOLDING>). Defendant’s analysis on this point is sound. Options: A. holding that the statute of limitations for 1983 claims is the most closely analogous state limitations period for general personal injury claims B. holding that placement of a contractual limitations period in a section entitled claims was reasonable C. holding that limitations period was not retriggered each time defendant calculated the dividend if any under existing dividend policy and that contract claims were timebarred D. holding that either a fouryear or a twoyear limitations period applies to claims under the idea in ohio for tuition reimbursement either way the claims were timebarred E. holding that one year limitations period in insurance policy was reasonable and therefore enforceable to shorten the fifteen year statute of limitations for breach of contract

assistant: The best answer is C. holding that limitations period was not retriggered each time defendant calculated the dividend if any under existing dividend policy and that contract claims were timebarred
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in all such cases , the terms shall terminate , including , without limitation , your license to use the services , except that the following sections shall continue to apply : ii , iii , v , and vi .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 paid by the assigning Lender (or the assignee); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in case of non-material breaches and where appropriate , you will be given notice of any intended measure by airbnb and an opportunity to resolve the issue to airbnb 's reasonable satisfaction .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary corporate power and authority to own, operate or lease the properties and assets being sold to Buyer.

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 case excerpt and choose the best holding from the options. Case excerpt: we conclude that stay is a more appropriate synonym than extinguish. A personal injury action will not survive if the injury resulted in the plaintiffs death, as in this case, but a stay will allow time for the substitution of a party and the filing of an amended or supplemental pleading. This is consistent with the direction of rule 1.190(a) that leave to amend “shall be given freely when justice so requires.” Fla. R. Civ. P. 1.190(a). In cases dealing substantively with abatement, the term is more properly understood as a stay of the proceedings rather than an automatic dismissal. See, e.g., Anderson v. Helen Ellis Mem’l Hosp. Found., Inc., 66 So.3d 1095 (Fla. 2d DCA 2011) (using the terms abate and stay interchangeably); Relinger v. Fox, 55 So.3d 638, 639-40 (Fla. 2d DCA 2011) (<HOLDING>). This court has not reached a contrary Options: A. holding that the appellant had an adequate remedy by appeal for his discovery violation allegations B. holding that delay caused by or consented to by a defendant is not unreasonable C. holding that abatement of action was properly renewable by certiorari because an appeal from an eventual final judgment would not be an adequate remedy for the delay caused by abatement D. holding that where plaintiffs had an alternative remedy the court would not substitute its judgment for that of congress by creating an implied right of action E. holding that an adequate remedy exists if the plaintiff could assert the issues sought to be declared as a defense in an action brought by the defendant

assistant: The best answer is C. holding that abatement of action was properly renewable by certiorari because an appeal from an eventual final judgment would not be an adequate remedy for the delay caused by abatement
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: Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when sent electronically or personally delivered, when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid, or when delivered by a private courier service such as UPS, DHL or Federal Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail address of the Chief Executive Officer and the General Counsel and mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its Chief Executive Officer and General Counsel.

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: the Massachusetts courts and which could fairly be said to represent an intent by [the guarantor] to reap the benefits of Massachusetts law.” Id. at 934. Moreover, the court stated that “absent any intent by [the guarantor] to exploit the local economy, as has been required not only in prior cases addressing jurisdiction over nonresident guarantors but more generally in cases upholding jurisdiction, we cannot say that [the guarantor], on the basis of its isolated acts, availed itself of the benefits of transacting business in Massachusetts and should reasonably have anticipated being haled into court there.” Id. at 934-35 (citing World-Wide Volkswagen, 444 U.S. at 297-98, 100 S.Ct. at 567) (citation omitted); see also United Fed. Sav. Bank v. McLean, 694 F.Supp. 529, 535 (C.D.Ill.1988) (<HOLDING>) ; Reverse Vending Assoc. v. Tomra Systems US, Options: A. holding that being a guarantor along with making payments in forum state is an insufficient basis to invoke personal jurisdiction B. holding no personal jurisdiction over nonresident guarantor C. holding that being a guarantor alone is an insufficient basis to invoke personal jurisdiction D. holding that foreseeability of causing injury in forum state is not sufficient for specific personal jurisdiction E. holding that the basis of in rem jurisdiction is the presence of the subject property within the territorial jurisdiction of the forum state

assistant: The best answer is A. holding that being a guarantor along with making payments in forum state is an insufficient basis to invoke personal 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 case excerpt and choose the best holding from the options. Case excerpt: record evidence that the government offered the witness full immunity .for self-dis*closed criminal conduct, as well as the assistance of counsel. Indeed, . the victim’s professed fear of retaliation by Harris was reasonable given that (1) part of the alleged assault—the punch in the face— could itself be viewed as retaliation for the victim’s complaint about the preceding smack to her buttocks, (2) the victim lived in the same neighborhood as Harris, and (3) none of their mutual neighbors had come to her assistance after the assault. This was sufficient to allow the district court to conclude that there was “a possibility” of reprisal if the victim were to testify against Harris. United States v. Jones, 299 F.3d 103, 113 (2d Cir. 2002); accord United States v. Carthen, 681 F.3d at 101 (<HOLDING>). The district court’s finding that reliability Options: A. recognizing that history of domestic violence provides good cause for declarants absence B. holding that an extension of time in which to serve process may be granted despite the absence of good cause C. recognizing the cause of action D. holding that a good work history may be deemed probative of credibility E. recognizing cause of action

assistant: The best answer is A. recognizing that history of domestic violence provides good cause for declarants absence
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: expect a sheriffs department to be familiar with its own policies on these matters. See id. The injunction at issue here is analogous to that in Thomas, as it simply directs Schedler to maintain in force and effect his policies, procedures, and directives for implementation of the NVRA with respect to coordination of the NVRA. That is, the injunction refers generally to the defendant’s policies without defining what those policies are or how they can be identified. See id. Schedler vigorously contests the suggestion that he can be expected to know what “policies, procedures, and directives, as revised,” the injunction references, and the fact that the referenced policies are Schedler’s own does not suffice to satisfy Rule 65(d). See id.; see also U.S. Steel Corp., 519 F.2d at 1246-47 (<HOLDING>). An injunction should not contain broad Options: A. holding that extrinsic evidence of the parties course of conduct may be considered where the contract language is ambiguous B. holding that injunction violated rule 65d in spite of incorporating the parties own contract language C. holding that the parties choice to require arbitration for disputes which arise under a contract when the standard language was arising out of or relating to demonstrated that the parties intended the agreement to be narrow D. holding that parties can stipulate that they were both parties to a contract and thus the real parties in interest even when one party did not sign the contract E. holding that when the contract language is unambiguous we take these words to represent the parties intent and the plain meaning of this language governs its interpretation

assistant: The best answer is B. holding that injunction violated rule 65d in spite of incorporating the parties own contract language
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: But this ‘fresh start’ policy is only available to the ‘honest but unfortunate debtor.’ ” Kane, 755 F.3d at 1292 (citation omitted). To this end, Congress enacted several exceptions to the general rule of discharge. Id. One of those exceptions is contained in § 523(a)(6), which excepts from discharge any debt “for willful and malicious injury by the debtor to another entity or to the property of another entity.” 11U.S.C. § 523(a)(6). This Court has explained that a debtor commits a “willful” injury when “he or she commits an intentional act the purpose of which is to cause injury or which is substantially certain to cause injury.” Kane, 755 F.3d at 1293 (quoting Jennings, 670 F.3d at 1334); see also Kawaauhau v. Geiger, 523 U.S. 57, 61-62, 118 S.Ct. 974, 977, 140 L.Ed.2d 90 (1998) (<HOLDING>). We have determined that “mali cious” means Options: A. holding that a mere deliberate or intentional act that causes injury is not sufficient to establish willfulness in the context of 11 usc 523a6 B. holding section 107a17bs plain language does not require that the actor actually intend death or serious bodily injury an object is a deadly weapon if the actor intends a use of the object in which it would be capable of causing death or serious bodily injury C. holding that the debtors knowing act of failing to obtain workers compensation insurance so that the employer owed an employee a debt after the employee suffered a workplace injury was not the sort of willful and malicious injury required for nondischargeability under 523a6 because it cannot not be said that the employer intended for the employee to suffer a fall or that there was an unbroken chain of events leading from the employers intentional act to the employees physical injury D. holding that the word willful in a6 modifies the word injury indicating that nondischargeability takes a deliberate or intentional injury not merely a deliberate or intentional act that leads to injury E. holding that 523a6 requires the actor to intend the injury not just the act that leads to the injury

assistant: The best answer is E. holding that 523a6 requires the actor to intend the injury not just the act that leads to the injury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. This Agreement may be executed via facsimile or e-mail and signatures delivered via facsimile or e-mail shall be effective for all purposes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may (except as permitted pursuant to Section 10.2 ) assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Tax Receivable Agreement and the Representative Agreement constitute the entire agreement among the applicable Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the applicable Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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: for the confidential informant to exit his vehicle and say “Hi,” Peery drove his vehicle to the corner of the parking lot where he parked and took no further action until, coincidentally, the confidential informant had completed his drug deal with Dustin and the police moved in for the drug bust, at which point Peery attempted to exit the parking lot. Courts have considered similar conduct to be suggestive of counter-surveillance by a participant in a drug transaction. See United States v. Diaz-Lizaraza, 981 F.2d 1216, 1221 (11th Cir.1993) (officer’s belief that person was engaged in counter-surveillance was reasonable when record showed that the defendant showed up with the suspect and drove back and forth in front of store while the suspect purchased drugs); Ocampo, 937 F.2d at 490 (<HOLDING>); United States v. Green, 52 F.3d 194, 198-99 Options: A. holding that the court of appeals erred in declining to consider whether the arrest was illegal and whether the consent was tainted by the potentially illegal police activity B. holding that firing authority is indicative of employer status C. holding that countersurveillance driving is a fact indicative of illegal activity D. holding that money seized from a bank account must be traceable to illegal activity in order to be subject to forfeiture even if account previously contained proceeds of illegal activity E. holding that unprovoked flight is not necessarily indicative of wrongdoing but it is certainly suggestive of such

assistant: The best answer is C. holding that countersurveillance driving is a fact indicative of illegal activity
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, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Credit Party signatory hereto, Agent and each Lender, shall become effective on the Closing Date and shall continue in full force and effect until the Maturity Date unless sooner terminated as herein provided. Borrowers may terminate this Agreement at any time upon five (5) days’ prior written notice upon payment in full of the Obligations (other than contingent indemnity claims not yet asserted or threatened) and termination of the Commitments. Each notice delivered by the Borrowers under this Section 13.1 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and prevailing mood of the legislative body with respect to the type of criminal conduct involved.”). It is apparent that this language was included in the statute to help in avoiding application of the statute to such situations as, but not limited to, protected political and religious leafleting, commercial solicitations, and other types of informational leaflets or contacts such as store openings and community action programs. This language is of the same tenor as used by other jurisdictions that have stalking and harassment statutes that contain the phrase, or some variation of, “does not include constitutionally protected activity.” Those jurisdictions have not determined that such a phrase is unconstitutionally vague. See, e.g., Bouters v. Florida, 659 So.2d 235 (Fla.1995) (<HOLDING>), cert. denied, 516 U.S. 894, 116 S.Ct. 245, Options: A. holding floridas stalking statute which contained the language constitutionally protected activity is not included in the course of conduct definition and constitutional protected activity includes picketing or other organized protests was not impermissibly vague B. holding that a plaintiffs retaliation claim is cognizable even in the absence of protected activity as long as his employer perceived him to be engaged in such activity C. holding that a sixmonth gap between the protected activity and the employees termination was insufficient to infer that the protected activity was a contributing factor 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 false statements are constitutionally protected

assistant: The best answer is A. holding floridas stalking statute which contained the language constitutionally protected activity is not included in the course of conduct definition and constitutional protected activity includes picketing or other organized protests was not impermissibly vague
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower has obtained and has delivered to Lender certificates of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. To Borrower’s knowledge, no Person, including any Individual Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

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 case excerpt and choose the best holding from the options. Case excerpt: Landgraf, 511 U.S. at-, 114 S.Ct. at 1505. The plaintiffs contend that FIRREA does not expressly state that it applies retroactively. Therefore, because it imposes new duties and affects the plaintiffs’ vested pension rights which arose in 1987, it cannot be applied retroactively to require them to follow an administrative claim procedure and now bar jurisdiction over their claims. The court agrees that FIRREA does not contain an express retroactivity provision. However, this does not require the court to find that the claims bar provision cannot apply to pension benefits which vested prior to FIR-REA’s enactment. The Ninth Circuit has had occasion to address the question of whether FIRREA applies retroactively. See Murphy v. F.D.I.C., 38 F.3d 1490, 1501 (9th Cir.1994) (en banc) (<HOLDING>); F.D.I.C. v. New Hampshire, 953 F.2d 478, 486 Options: A. holding that because apprendi does not apply retroactively neither does blakely B. holding that 12 usc 1821d9 does not apply retroactively C. holding miranda decision does not apply retroactively D. holding that apprendi does not apply retroactively E. holding that 523a13 does not apply retroactively

assistant: The best answer is B. holding that 12 usc 1821d9 does not apply retroactively
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 this Section 10, the obligations and liabilities of Indemnitor under this Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a deed in lieu of foreclosure of the Security Instruments. Upon the full and indefeasible payment by Indemnitor of the Debt, the indemnification obligations of Indemnitor hereunder shall be limited to Losses arising from conditions occurring or existing prior to the date of such satisfaction and discharge of the Debt. Notwithstanding the foregoing, upon the full and indefeasible payment by Indemnitor of the Debt, provided that Indemnitor furnishes to Indemnitee a Phase I environmental report with respect to the Property, which report is from an environmental consultant reasonably acceptable to Lender, which updated environmental report(s) disclose, no actual or threatened (other than as disclosed in the Environmental Report delivered to Indemnitee by Indemnitor in connection with the origination of the Loan) (A) non-compliance with or violation in any material respect of applicable Environmental Laws (or permits issued pursuant to Environmental Laws) in connection with the Property or operations thereon, (B) Environmental Liens encumbering the Property, (C) administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in the indemnity provisions of this Agreement or (D) presence or Release of Hazardous Substances in, on, under or from the Property, excluding substances of kinds and in amounts ordinarily and customarily used or stored in properties similar to the Property for the purposes of cleaning or other maintenance or operations and otherwise in compliance with all Environmental Laws, that has not been fully remediated in accordance with all applicable Environmental Laws, then this Agreement shall terminate and be of no further force and effect on the date that is two (2) years after the date on which the Debt is so paid in full.

assistant: Survival
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 Option is being issued pursuant to Article 6 (Stock Option) of the Plan. The Option is subject to the terms of the Plan. The Executive acknowledges receipt of the Plan booklet which contains the entire Plan, and the Executive represents and warrants that the Executive has read the Plan. Additional copies of the Plan are available upon request during normal business hours at the principal executive offices of the Company. To the extent that any provision of this Agreement violates or is inconsistent with an express provision of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect. The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

assistant: Construction
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 agree that, during the Term and for a period of one (1) year thereafter, you shall not, in any communications with the press or other media or any customer, client or supplier of CBS or any of CBS’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of CBS or any of CBS’s affiliated companies, or any of their respective directors or senior officers.

assistant: Non-Disparagement
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, THE WAREHOUSING NOTES, THE WAREHOUSING ADVANCES AND OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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 agree that the internal law, and not the law of conflicts, of the State of Minnesota, shall govern all questions concerning the validity, construction and effect of this Exhibit A. The exclusive venue for any arbitration or court proceeding relating to this Agreement shall be a state court or arbitration forum, as required above, within the state of Minnesota unless the parties mutually agree to a different venue. You consent to personal jurisdiction in Minnesota.

assistant: Governing Laws