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 legal provision and list the applicable contract clause categories. Provision: Without prejudice to the survival of any other agreement hereunder, the agreements in this Section 9.03 shall survive the resignation of the Administrative Agent and any Issuing Bank, the replacement of any Lender, the termination of the Commitments, the termination or expiration of all Letters of Credit, and the repayment, satisfaction or discharge of all the other Obligations.

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 case excerpt and choose the best holding from the options. Case excerpt: that could support a judgment. See, e.g., City of San Antonio v. Pollock, 284 S.W.3d 809, 816 (Tex.2009) ("Bare, baseless opinions will not support a judgment even if there is no objection to their admission in evidence.”); Coastal Transp. Co., Inc. v. Crown Cent. Petroleum Corp., 136 S.W.3d 227, 233 (Tex.2004) (observing that "conclusory or speculative” opinions are “ ‘incompetent evidence’ ... [that] cannot support a judgment”); Dallas Ry. & Terminal Co. v. Gossett, 156 Tex. 252, 294 S.W.2d 377, 380 (1956) ("It is well settled that the naked and unsupported opinion or conclusion of a witness does not constitute evidence of probative force and will not support a jury finding even when admitted without objection.”); Casualty Underwriters v. Rhone, 134 Tex. 50, 132 S.W.2d 97, 99 (1939) (<HOLDING>). We agree with Gardner that testimony is not Options: A. holding that bare conclusions of lay fact witnesses did not amount to any evidence at all and that the fact that they were admitted without objection added nothing to their probative force B. holding exhibits deemed admitted into evidence where they were treated below without objection as if they were admitted C. holding that material for witnesses need not be produced to defendant where the witnesses were not called as government witnesses at trial D. holding that the foundational prerequisites are unnecessary where the test result is admitted in evidence without objection when evidence of one of the issues in the case is admitted without objection the party against whom it is offered waives any objection to the evidence and it may be properly considered even if the evidence would have been excluded upon a proper objection E. holding any error in admission of evidence cured when same evidence later admitted without objection

assistant: The best answer is A. holding that bare conclusions of lay fact witnesses did not amount to any evidence at all and that the fact that they were admitted without objection added nothing to their probative force
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 may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or any third party designated by the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: are not material to the court’s disposition of the case. 4 . Because of the timing of this filing — prior to any decision in the case, plaintiff's request for reconsideration is not ripe for judicial review. Reconsideration of an opinion or other action by a court presupposes an underlying prior action which the court may then reconsider. See Rule 59(b) of the Rules of the Court of Federal Claims (RCFC) (stating the requirement that "a motion for ... reconsideration of a judgment ... shall be filed no later than 10 days after the entry of the judgment” and therefore contemplating that the court will have rendered a decision or taken some other action in the case before the court may entertain a motion for reconsideration) (emphasis added); see also RCFC 59 rules committee note (2002) (<HOLDING>). Because the court, prior to this opinion, has Options: A. recognizing that nonfinal orders may be revised at any time before a final judgment is entered B. holding that motion for reconsideration renders deportation order nonfinal despite language of the 1990 amendments C. recognizing that orders denying motions to reopen are treated as final orders of removal D. recognizing that both final and nonfinal orders may be the subject of motions for reconsideration E. holding that when reviewing a final judgment we generally also have jurisdiction to review all prior nonfinal orders and rulings which produced the judgment

assistant: The best answer is D. recognizing that both final and nonfinal orders may be the subject of motions for reconsideration
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: T h e r e i s no l i t i g a t i o n p e ndi n g , o r , t o i t s k n o w l e d g e , th rea te n e d, to w hi c h it i s a p a r t y th a t ( i ) p u r p o r ts to af f ec t t h e le g a l i t y , v a l i d i t y or e n f o rc ea b i l i t y of this A g r e e m e n t o r a n y o t h e r L o a n D o c um e nt or the t r a ns ac t i o n s c ont e mp l a t e d h er e un d e r or th e r e un d e r or ( i i ) i f a d v e r s e l y d e t er m i n e d, individ u a l l y or in t h e a g g re g a t e , c ould b e re a s o n a b l y e x p ec t e d to h a ve a M a t e r i a l A dv e r se E f fec t.

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: (Tex.Crim.App.1979); McGuire v. State, 847 S.W.2d 684, 686 (Tex.App.—Houston [1st Dist.] 1993, no pet.). Thus, if appellant was found in a suspicious place, York had authority to arrest appellant without a warrant. Few, if any, places are suspicious in and of themselves, and article 14.03 should apply to warrantless arrests in only limited situations. Johnson v. State, 722 S.W.2d 417, 421 (Tex.Crim.App.1986). Determining whether a place has become suspicious is highly fact-specific. Facts available to the officer, combined with a reasonable inference from those facts, may arouse justifiable suspicion. Muniz v. State, 851 S.W.2d 238, 251 (Tex.Crim.App.1993). The scene of an accident is not a suspicious place per se. Segura v. State, 826 S.W.2d 178, 184 (Tex.App.—Dallas 1992, pet. ref d) (<HOLDING>), but see Lopez v. State, 936 S.W.2d 332, Options: A. 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 B. holding scene of accident was suspicious place C. holding site of accident without more was not a suspicious place D. holding that construction company that carried general work site liability insurance did not control partiallyconstructed home at the time of accident when none of its employees had been at the site for a month E. holding that evidence of alleged limitations obtained soon after accident was without more insufficient to survive summary judgment

assistant: The best answer is C. holding site of accident without more was not a suspicious place
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: `` product '' means any interactive entertainment product or software provided to you by linden lab , each of which shall be further governed by an applicable product-specific policy ( each a `` product policy '' ) .

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: If the Loan is made, each of Lender or Borrower may issue press releases, advertisements and other promotional materials describing in general terms or in detail each party’s own participation in such transaction, and may utilize photographs of the Properties in such promotional materials. Neither Lender nor Borrower shall make any references to the other party in any press release, advertisement or promotional material issued by Borrower, Property Owner or Sponsor, as applicable, unless such other party shall have approved of the same in writing prior to the issuance of such press release, advertisement or promotional material.

assistant: Publicity
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: North Carolina is commonly called an “absolute” jurisdiction, but its holdings that refusal cannot be reconsidered involve consent given outside the thirty-minute period. See Etheridge v. Peters, 269 S.E.2d 133, 136 (N.C. 1980) (finding willful refusal to submit to test after statutory thirty-minute period had expired); Seders v. Powell, 259 S.E.2d 544, 548-50 (N.C. 1979) (same). These cases do not make clear whether an operator may reconsider a refusal within the thirty-minute period. ¶ 18. The many courts that allow operators to reconsider a refusal coalesce around two rationales: (1) fairness to the operator, and (2) furthering the purpose of implied-consent statutes by encouraging the administration of chemical tests in as many cases as possible. See, e.g., Gaunt, 666 P.2d at 527 (<HOLDING>); Moore, 614 P.2d at 935 (“We . . . decline to Options: A. holding that a literal interpretation should not be adhered to when it would lead to absurd results B. recognizing rule C. recognizing clarity afforded by absolute rule but concluding that it could lead to unnecessarily harsh and selfdefeating results D. holding deadlines may lead to unwelcome results but they prompt parties to act and they produce finality E. holding that a narrow interpretation of the word fraud in tolling statute would lead to absurd and unjust results

assistant: The best answer is C. recognizing clarity afforded by absolute rule but concluding that it could lead to unnecessarily harsh and selfdefeating results
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: claim would also be brought against the educational institution which trained its allegedly negligent alumnus. Id. at 115. Fourth, the court explained that recognizing a third-party educational malpractice action would force the courts to interfere with the internal operations of an educational institution, which the court was reluctant to do. Id. at 115. 10 . Dram Shop cases assert either direct or third-party causes of action against tavern owners for injuries caused to or by intoxicated patrons. 11 . See also Travelers Indem. Co. v. Lake, Del. Supr., 594 A.2d 38 (1991) (abandoning doctrine of lex loci delicti and adopting "most significant relationship" test for resolving choice of law questions in tort actions); Garrison v. Medical Ctr. of Del., Inc., Del.Supr., 581 A.2d 288 (1989) (<HOLDING>); Unocal Corp. v. Mesa Petroleum Co., Options: A. recognizing as viable actions in tort negligent hiring and negligent retention B. holding that section 4149 did not apply to the plaintiffs state law claims of breach of duty to protect foster care children from harm and of negligent supervision negligent entrustment and negligent failure to warn C. recognizing negligent procurement to be a negligence cause of action D. recognizing actionable claim for negligent performance of medical procedure and negligent delay in transmitting results of tests as they relate to child born with birth defect but refusing to recognize action for wrongful life E. holding negligent misrepresentation sufficient

assistant: The best answer is D. recognizing actionable claim for negligent performance of medical procedure and negligent delay in transmitting results of tests as they relate to child born with birth defect but refusing to recognize action for wrongful life
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: Corporation); 19 U.S.C. § 1619 (Customs “moiety statute” providing awards for information concerning import and export violations). Nor is there any basis on which to conclude plaintiff acted as a confidential informant pursuant to any express or implied agreement with the government. See Katz v. Cisneros, 16 F.3d 1204, 1210 (Fed.Cir.1994) (“Absent privity [of contract] between [plaintiff] and the government, there is no case.”); San Carlos Irrigation & Drainage Dist. v. United States, 877 F.2d 957, 959 (Fed.Cir.1989) (explaining that “[t]o recover for breach of contract, [plaintiff] must allege ... (1) a valid contract between the parties, (2) an obligation or duty arising out of the contract, (3) breach of that duty, and (4) damages caused by the breach”); contra Varga .Cir.1995) (<HOLDING>) (citing cases). Also misplaced is Mr. Hicks’ Options: A. holding the double jeopardy clause applicable to the states through the due process clause of the fourteenth amendment B. holding that the due process clause requires notice of right to optout of suits for money damages C. holding that the court of federal claims had jurisdiction to decide an alleged due process violation related to his claim for damages under a moneymandating statute D. holding that the contracts clause article i section 10 clause 1 to the united states constitution does not apply to the actions of the federal government E. holding that the court lacks jurisdiction over an alleged violation of the due process clause because the clause does not obligate the government to pay money damages

assistant: The best answer is E. holding that the court lacks jurisdiction over an alleged violation of the due process clause because the clause does not obligate the government to pay money damages
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 terminate upon the earlier of (a) the date on which there are no Indemnified Liabilities outstanding or, in the case of the Subsidiaries Claim, potential claims outstanding, or (b) six (6) years from the date of the Closing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If this Amendment is executed in counterparts, each is hereby declared to be an original; all, however, shall constitute but one and the same amendment. In any action or proceeding, any photographic, photostatic, or other copy of this Amendment may be introduced into evidence without foundation. The parties agree to accept a digital image (including but not limited to an image in the form of a PDF, JPEG, GIF file, or other e-signature) of this Amendment, if applicable, reflecting the execution of one or both of the parties, as a true and correct original.

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: Each Lender and the Administrative Agent (each, a “ Lender Party ”) hereby agrees for itself only that, except as specifically set forth herein, (i) such Lender Party shall not participate in or generate any press release or other release of information to the general public relating to the closing of the Loan without the prior written consent of the Borrower, (ii) such Lender Party shall hold the Confidential Information in accordance with such Lender Party’s customary procedures to prevent the misuse or disclosure of confidential information of this nature and in accordance with safe and sound banking practices, (iii) such Lender Party shall use the Confidential Information solely for the purposes of underwriting the Loan or acquiring an interest therein, carrying out such Lender Party’s rights or obligations under this Agreement, in connection with the syndication of the Loan, the enforcement of the Loan Documents, or other internal examination, supervision or oversight of the transactions contemplated hereby as reasonably determined by such Lender Party, or as otherwise permitted by the terms of this Section 10.07 (collectively, “ Permitted Purposes ”), and (iv) not disclose the Confidential Information to any party, except as expressly authorized in this Agreement or with prior written consent of the Borrower. Each Lender Party shall promptly notify the Borrower in the event that it becomes aware of any loss or unauthorized disclosure of any Confidential Information. In addition, each Lender Party may disclose the existence of this Agreement and furnish a copy of the cover page of this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Lender Parties in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Remember it was the false reporting of the incident that McCoy alleges caused the injury. At the heart of this matter is the initiation by Burke of an allegedly false criminal charge against McCoy. This act was the basis for the malicious prosecution claim against RWT on a theory of vicarious liability. It is well-settled that RWT can be held vicariously liable if Burke committed the tort in the scope of his employment with RWT. See Patterson v. Blair, 172 S.W.3d 361, 366 (Ky.2005) (noting that an employer’s liability is limited only to those employee actions committed in the scope of employment). “Scope of employ ment” is a flexible concept. Although this Court recently held in Patterson that the focus is on the employee’s motive for his tortuous conduct, at various times it has (<HOLDING>); Dennert v. Dee, 308 Ky. 687, 215 S.W.2d 575 Options: A. holding that a car dealership could be held vicariously liable for the intentional tort of its employee who shot out the tires of the plaintiffs truck during a repossession attempt B. 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 C. holding a store vicariously liable for wrongful death when its employee shot and killed a customer D. holding corporation vicariously liable for assault on customer by assistant manager as customer was engaged in trying to settle a controversy concerning a portion of defendants business E. recognizing cause of action for wrongful death

assistant: The best answer is C. holding a store vicariously liable for wrongful death when its employee shot and killed a customer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Loan Documents embody the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter thereof.

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: to two judicially cognizable interests. Id. at 560. First, the partisan-elections regime makes the process of getting on the general-election ballot more costly and time consuming. As Nix argues, courts have recognized that “[sjuch ballot-access requirements impose an ‘injury-in-fact,’ not only because non-compliance prevents ‘candidates’ from ‘appearing] on the ... ballot,’ but also because even compliance requires ‘significant amounts of time, money, personnel, and energy,’ which are limited ‘campaign resources’ that could have been ‘alloeate[d]’ elsewhere.” Appellants’ Opening Br. 19-20 (second and third alterations in original) (quoting Krislov v. Rednour, 226 F.3d 851, 856-58 (7th Cir.2000)); see also Storer v. Brown, 415 U.S. 724, 738 n. 9, 94 S.Ct. 1274, 39 L.Ed.2d 714 (1974) (<HOLDING>). Second, Nix alleges that Kinston’s Options: A. holding that candidates had ample standing to challenge ballotaccess requirements B. holding that person who is not party to contract does not have standing to challenge contract C. holding that candidates had standing to challenge requirements for appearing on the generalelection ballot as independents even though they could have chosen to run in a party primary D. holding that religious corporation which owned property had standing to challenge zoning ordinance E. holding that the driver of a car who had permission to use the car had standing to challenge its search

assistant: The best answer is A. holding that candidates had ample standing to challenge ballotaccess requirements
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: are required to expose a child to the possibility of adult sentencing: (1) the child’s age at the time of the offense and (2) the jury’s verdict or a plea of guilty to a specifically enumerated felony or to any felony, provided it is in fact the child’s fourth felony in three years. Under Section 32A-2-20(D), if the court invokes an adult sentence, the sentence may be “less than, but shall not exceed, the mandatory adult sentence.” Therefore, at the time the child pleads or is adjudicated guilty of an offense, the range of possible sentences is fixed. In this case, the finding of non-amenability and ineligibility for commitment did not expose Defendant to a first degree sentence for a second degree crime as was the case in Apprendi We note that the plea agreement signed by 2, ¶ 9 (<HOLDING>). {36} Finally, when compared with the laws of Options: A. recognizing that the question of whether the interest of justice is served by the transfer of a juvenile for adult prosecution is a decision within the broad discretion of the district court B. holding that the appropriate standard of review is abuse of discretion C. holding that statute allowing for transfer of juvenile to adult criminal court does not implicate apprendi because the judges transfer determination does not subject the juvenile to enhanced punishment it subjects the juvenile to the adult criminal justice system D. holding a trial courts decision involving withdrawal or discharge of counsel is subject to review for abuse of discretion E. holding that decision to sentence juvenile as an adult subject to abuse of discretion review

assistant: The best answer is E. holding that decision to sentence juvenile as an adult subject to abuse of discretion review
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: From time to time, at the request of the Company and without further consideration, such Warrantholder shall execute and deliver such additional documents and take all such further reasonable action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

assistant: Further Assurances
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: was not material. The failure to disclose this information undermines confidence in the verdict, and we, therefore, reverse the district court’s denial of habeas relief on this claim. There are three components of a Brady claim: (1) the evidence at issue must be favorable to the accused, either because it is exculpatory or because it is impeaching; (2) the evidence must have been suppressed by the State, either willfully or inadvertently; and (3) prejudice must have ensued. Strickler, 527 U.S. at 281-82, 119 S.Ct. 1936. The prosecution’s suppression of evidence favorable to an accused violates due process where the evidence is material, irrespective of the good faith or bad faith of the prosecution. Brady, 373 U.S. at 87, 83 S.Ct. 1194; see Kyles, 514 U.S. at 437, 115 S.Ct. 1555 (<HOLDING>). Evidence is material if “there is a Options: A. holding that duty to disclose not neutralized because evidence was in the hands of the police rather than the prosecutor B. holding that the brady rule encompasses evidence known only to police investigators but not the prosecutor C. holding state has affirmative duty to disclose favorable and material evidence to defense D. holding that police officers have no affirmative duty to search out favorable evidence for the defendant E. holding that an individual prosecutor has a duty to learn of any favorable evidence known to the others acting on the governments behalf in the case including the police

assistant: The best answer is E. holding that an individual prosecutor has a duty to learn of any favorable evidence known to the others acting on the governments behalf in the case including the police
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: this case was perfected on appeal, resolved, in UCFAA’s favor, some of the arguments raised by the Planchers in opposition to UCFAA's claim of entitlement to limited sovereign immunity. 104 So.3d at 359. The supreme court specifically rejected the argument that the lack of a statutory declaration precludes a corporation from being considered a state agency or subdivision pursuant to section 768.28(2), finding that a corporation formed by the Jacksonville Transit Authority was entitled to sovereign immunity as "a state agenc[y] or subdivision! ] under section 768.28(2) because it primarily acts as an instrumentality of JTA,” despite the lack of a statute specifically authorizing its formation. Id. at 368-69; see also Mingo v. ARA Health Servs., Inc., 638 So.2d 85, 86 (Fla. 2d DCA 1994) (<HOLDING>). 7 .Pursuant to section 1004.28(l)(a), Florida Options: A. holding a state agency as an arm of the state cannot constitute a person under 1983 because it is a sovereign entity B. holding that a lack of a waiver of sovereign immunity deprives federal courts of subject matter jurisdiction C. holding that in the absence of a statute providing immunity the defense of sovereign immunity is not available to a municipal corporation in an action for damages alleged to be caused by the tortious conduct of the municipality D. recognizing that in certain circumstances inquiry notice may be determined as a matter of law E. recognizing that while the lack of an express statute granting sovereign immunity precludes such immunity as a matter of law the entity in question could still be determined to be acting as an agency of the state under the facts and circumstances of a particular relationship

assistant: The best answer is E. recognizing that while the lack of an express statute granting sovereign immunity precludes such immunity as a matter of law the entity in question could still be determined to be acting as an agency of the state under the facts and circumstances of a particular relationship
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 statement made by the Parent or ICA-T in this Agreement, any other Transaction Document or the exhibits and schedules attached hereto or in any certificate or schedule furnished or to be furnished by or on behalf of the Parent and/or ICA-T to the Buyer or any of their representatives in connection with the transactions contemplated hereby and/or thereby and/or in any other Transaction Document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading. The Parent and ICA-T each confirms that neither it nor any other Person acting on its behalf has provided the Buyer or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Parent, ICA-T and the Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Parent and ICA-T each understands and confirms that the Buyer will rely on the foregoing representations in effecting transactions in securities of the Parent and ICA-T each. Each press release issued by the Parent, ICA-T and the Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. To each of the Parent’s and ICA-T’s knowledge, no event or circumstance has occurred or information exists with respect to the Parent, ICA-T and the Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Parent or ICA-T but which has not been so publicly disclosed. The due diligence materials previously provided by or on behalf of the Parent and ICA-T to the Buyer (the “ Due Diligence Materials ”), have been prepared in a good faith effort by the Parent and ICA-T to describe the Parent and ICA-T’s present and proposed products, and projected growth of the Parent and ICA-T and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, except that with respect to assumptions, projections and expressions of opinion or predictions contained in the Due Diligence Materials. The Parent and ICA-T each acknowledge and agree that the Buyer does not make nor has made any representations or warranties with respect to the transactions contemplated hereby and/or in the other Transaction Documents other than those specifically set forth in Section 2 .

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: offense, and the date of adjudication. N.C. Gen. Stat. § 7B-2411. In J. V.J., the court made the following findings in its written order of adjudication: Based on the evidence presented, the following facts have been proven beyond a reasonable doubt: The court finds that Joseph is responsible. J.V.J., 209 N.C. App. at 740, 707 S.E.2d at 638 (brackets omitted). Because section 7B-2411 requires the court to state in a written order that the allegations of the petition are proved beyond a reasonable doubt and because the adjudication order in J. V.J. did “not even summarily aver that ‘the allegations in the petition have been proved[,] ’ ” we held that the adjudication order in that case was deficient for failing to include appropriate findings of fact. Id. at 740-41, 707 S.E.2d at 638. (<HOLDING>). This case is distinct from J. V.J. Here, Options: A. holding that the court failfed to include the requisite findings in its adjudication order and noting that rather than addressing the allegations in the petition in the adjudication order the court merely indicated through a fragmentary collection of words and numbers that an offense occurred and stated that joseph was responsible B. holding adjudication order based upon a determination on the merits in juvenile court is a final and appealable order C. holding that the petition was not properly denied where the trial courts stated reason for denying the petition was that the defendant was afforded a break in the criminal justice system because he received a withhold of adjudication and early termination of probation D. holding that an adjudication on summary judgment is an adjudication on the merits E. holding that an order to show cause was deficient when it merely stated that the defendant had violated a prior court order and did not include the facts that purportedly constituted the criminal contempt

assistant: The best answer is A. holding that the court failfed to include the requisite findings in its adjudication order and noting that rather than addressing the allegations in the petition in the adjudication order the court merely indicated through a fragmentary collection of words and numbers that an offense occurred and stated that joseph was responsible
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 Borrowers shall use the proceeds of the Revolving Loans solely for the general corporate purposes of the Company and its Subsidiaries in the ordinary course of business, including, without limitation, to finance Permitted Acquisitions and to repay existing Indebtedness (including Indebtedness arising under the Existing Credit Agreement). The proceeds of the Term Loans shall be used solely for the general corporate purposes of the Company and its Subsidiaries, including, without limitation, to repay existing Indebtedness. No Borrower will request any Borrowing or Letter of Credit, and the Borrowers shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests and demands to or upon Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 13.03 of the Credit Agreement; provided , however , that any such notice, request or demand to or upon any Grantor shall be addressed to Company’s notice address set forth in Section 13.03 of the Credit Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement together with the terms of any outstanding equity awards held by Executive as set forth in the equity plan documents governing those awards constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and shall specifically supersede any severance payment provisions of any other offer letter or agreement entered into between Executive and the Company, and this Agreement with respect to the subject matter hereof.

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 legal provision and list the applicable contract clause categories. Provision: None of Seller or the Company has admitted in writing its inability to pay its debts generally as they become due, is subject to a present filing against it of a petition in bankruptcy or a petition to take advantage of any insolvency act, is subject to a present assignment for the benefit of creditors, has consented to the appointment of a receiver for itself or for the whole or any substantial part of its property, or is subject to a present petition in bankruptcy, adjudication of bankruptcy or filing of a petition or answer seeking reorganization or arrangement under any bankruptcy laws.

assistant: Solvency
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 Borrower nor any of its Subsidiaries shall: (a) execute a negative pledge agreement with any Person covering any of its Property, or (b) cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), its Property (including, without limitation, the Collateral), whether now owned or hereafter acquired, to be subject to a Lien or be subject to any claim except for Permitted Liens.

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: If the IRS issues a final ruling that any amounts deferred under this Plan will be subject to current income tax due to a failure to comply with Code Section 409A, all Award payments to which the ruling applies shall be paid to the Participants in a single cash lump sum within 60 days after such final ruling is issued.

assistant: Payments
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: is controlled as to his methods of work, or as to operative detail. There must be such a retention of a right of supervision that the [independent] contractor is not entirely free to do the work in his own way. 11 S.W.3d at 155 (quoting Restatement (Second) of Torts § 414 cmt. c (1965)). In turn, an owner or general contractor “can direct when and where an independent contractor does the work and can request information and reports about the work” without assuming vicarious liability. Fifth Club, 196 S.W.3d at 792. In limiting liability in this way, we have explained that imposing liability on owners and general contractors who stop work perceived as unsafe “would deter [them] from setting even minimal safety standards.” Dow Chem. Co. v. Bright, 89 S.W.3d 602, 607-09 (Tex.2002) (<HOLDING>); see also Chapa, 11 S.W.3d at 156 (holding Options: A. holding authority to control limits duty to control B. holding that the right to preclude work from beginning and the implementation of a safework permit system were insufficient to establish actual control C. holding that the right to control the means by which the work is accomplished is clearly the most significant test of the employment relationship and observing that many of the other factors enumerated in the restatement second are merely evidentiary indicia of the right to control D. holding that a general contractors right to forbid the work from being performed in a dangerous manner and the fact that he would have stopped the work and required protective equipment had he seen the employee of the independent contractor not using such equipment merely showed the possibility of control not actual control E. holding that party with legal control has the full right of control to permit whomever that party chooses to drive the vehicle

assistant: The best answer is B. holding that the right to preclude work from beginning and the implementation of a safework permit system were insufficient to establish actual control
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: on the doctrine of res judicata. Fundamental to a claim of res judicata in an administrative context are the requirements that the administrative agency was acting in a “judicial capacity” and that the parties had an “opportunity to litigate” their claims. See Astoria Fed. Sav. & Loan Ass’n v. Solimino, 501 U.S. 104, 107, 111 S.Ct. 2166, 115 L.Ed.2d 96 (1991). Plaintiff has not satisfied either requirement. Plaintiff has not demonstrated, through case law or facts, that the HCFA contracting officers in 1994 were acting in a judicial capacity when they made their decision in February 1994. Nor has Data shown that there was an adversarial proceeding between HCFA and Data that resulted in the issuance of the 1994 memorandum. See Roxco, Ltd. v. United States, 60 Fed.Cl. 39, 45 (2004) (<HOLDING>). For these reasons, the court finds that the Options: A. holding that res judicata did not apply where a trial courts order was not a final judgment B. recognizing that res judicata does not apply unless the facts and evidence necessary to maintain suit are the same in both actions C. holding that res judicata and collateral estoppel apply to arbitration award D. holding that res judicata does not bar those claims that arose after the original pleading is filed in the earlier proceeding E. holding that res judicata does not apply where the contracting officer did not act in a judicial capacity and there was no adversarial proceeding between the government and roxco

assistant: The best answer is E. holding that res judicata does not apply where the contracting officer did not act in a judicial capacity and there was no adversarial proceeding between the government and roxco
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: Desert responds that the export policy does not contain an arbitration agreement and the export policy makes no references to the arbitration clause in the purchase agreement. When a trial court denies a motion to compel arbitration, its factual findings are reviewed under a competent, substantial evidence standard, and its legal conclusions regarding the construction and validity of an arbitration agreement are reviewed de novo. BKD Twenty-One Mgmt. Co. v. Delsordo, 127 So. o another document, the contract must expressly refer to the document or sufficiently describe the document so that the document could be interpreted as part of the contract. Affinity Internet, Inc. v. Consol. Credit Counseling Services, Inc., 920 So.2d 1286, 1288-89 (Fla. 4th DCA 2006) (citations omitted) (<HOLDING>). In other words, the doctrine [of Options: A. holding an administrative rule referred to in the contract became part of the contract under the doctrine of incorporation B. holding that the arbitration agreement in a written contract did not apply to a dispute arising from a subsequent oral agreement which did not incorporate the arbitration clause from the written contract C. holding that for a suit to be brought in the venue in which the contract was to be performed the contract must expressly state where the performance of the contract was to occur D. holding that when plaintiff sought arbitration and neither the award nor the arbitration agreement mentioned interest the plaintiff was not entitled to preaward interest E. holding that a contract does not incorporate the arbitration clause of the companys user agreement when that user agreement was neither expressly referred to nor sufficiently described in the contract

assistant: The best answer is E. holding that a contract does not incorporate the arbitration clause of the companys user agreement when that user agreement was neither expressly referred to nor sufficiently described in the contract
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: has standing to require compliance with that provision.”). Cf. Zenith Radio Corp., 437 U.S. at 457-58, 98 S.Ct. 2441 (noting the reliance interests of foreign producers on both the continuity of U.S. laws, and the adherence to international legal principles); Made in the USA Found., 242 F.3d at 1318. Because prudential standing is satisfied when the injury asserted by a plaintiff “ ‘arguably [falls] within the zone of interests to be protected or regulated by the statute ... in question,’ ” Akins, 524 U.S. at 20, 118 S.Ct. 1777 (quoting NCUA, 522 U.S. at 488, 118 S.Ct. 927), there are no prudential standing restraints to bar Plaintiffs’ claims here, accord United Food & Commer. Workers Union Local 751 v. Brown Group, Inc., 517 U.S. 544, 555-58, 116 S.Ct. 1529, 134 L.Ed.2d 758 (1996) (<HOLDING>). III. POLITICAL QUESTION DOCTRINE Defendant Options: A. holding that article iii constitutional standing must be addressed before considering lanham act prudential standing B. holding that congress may dispense with prudential standing requirements C. holding that constitutional requirements under article iii and prudential requirement that plaintiffs be the proper proponents of the particular legal rights on which they base their suits are distinct aspects of standing inquiry D. recognizing prudential concerns underlying antitrust standing restrictions E. holding that plaintiffs may not circumvent the requirements for prudential standing by relying on forms of relief that benefit the public at large

assistant: The best answer is B. holding that congress may dispense with prudential standing requirements