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: or consecutively, shall consider, as to each offense for which a term of imprisonment is being imposed, the factors set forth in section 3553(a). The plain language of this statute does not grant a district court authority to order that its sentence run consecutively to a future sentence. Rather, the statute gives a court power to determine whether a sentence will “run concurrently or consecutively” only when a defendant is (1) sentenced to “multiple terms of imprisonment ... at the same time,” or (2) “already subject to an undischarged term of imprisonment.” 18 U.S.C. § 3584(a) (emphasis added). Because the district court in this case sentenced Smith to multiple terms of imprisonment for bank robbery at the same time, it had authority under § 3584(a) to run the f (6th Cir.1998) (<HOLDING>); United States v. Clayton, 927 F.2d 491, 492 Options: A. holding that probation does not constitute a sentence B. recognizing that if a guidelines error did not affect the district courts selection of the sentence imposed the sentence should be affirmed C. holding that where a district court clearly indicates that an alternative sentence would be identical to the sentence imposed under the guidelines any error that may attach to a defendants sentence under booker is harmless D. holding that 3584a does not authorize district courts to order a sentence to be served consecutively to a notyetimposed state sentence E. recognizing that the section does not authorize suits for cancellation in the district courts

assistant: The best answer is D. holding that 3584a does not authorize district courts to order a sentence to be served consecutively to a notyetimposed state sentence
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 financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates shown and their consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis (“ GAAP ”) (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or could reasonably be expected to. have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: States v. Long, 900 F.2d 1270, 1275 n. 4 (8th Cir.1990) (same). The defendants, however, neglect to put this dicta into its proper context — Justice Blackmun added in the next sentence that “the [Speedy Trial] Act nowhere refers to a superseding indictment, and seems to assume that dismissal of the first indictment will precede issuance of the second. See 18 U.S.C. §§ 3161(d)(1) and 3161(h)(6).” 474 U.S. at 237, 106 S.Ct. 555 (emphasis added). The point of Black-mun’s distinction was simply that he believed that these Speedy Trial Act provisions did not apply to the situation the court faced in that case, not that criminal defendants are entitled to a “get out of jail free” card when indictments captioned as “superseding” indictments are issued after dismissals of or 5 (D.Kan.1992) (<HOLDING>). Similarly, in one of the only reported cases Options: A. holding that district court has discretion when deciding to convert a defendants motion to dismiss to a motion for summary judgment B. holding that a motion to continue a hearing on a postjudgment motion was ineffective to extend the period for the trial court to rule on the motion absent the express consent of the parties C. holding that when a court has given a party a full and fair opportunity to litigate a motion to suppress and then has decided the motion on the merits the party may be estopped from bringing the same motion in subsequent litigation D. holding that upon the request of the losing party on a motion to suppress evidence the trial court shall state its essential findings E. holding that the trial court did not err by failing to hold an oral hearing on a motion to dismiss an appeal because the appellant was afforded a full opportunity to respond to the motion

assistant: The best answer is C. holding that when a court has given a party a full and fair opportunity to litigate a motion to suppress and then has decided the motion on the merits the party may be estopped from bringing the same motion in subsequent litigation
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: Notwithstanding any provisions to the contrary herein, any term of this Agreement may be amended with the written consent of the Borrower; provided that no amendment, modification or waiver of any provision of this Agreement or any other Loan Document or consent to any departure therefrom by the Borrower or other party thereto shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: L.Ed. 1356 (1953). Plaintiff argues the Supreme Court in Haddle v. Garrison, 525 U.S. 121, 119 S.Ct. 489, 142 L.Ed.2d 502 (1998), implicitly considered and rejected the intracorpo-rate conspiracy doctrine’s application to Section 1985 by allowing an employee to bring a Section 1985(2) action against his employer and its officers. Plaintiff misconstrues the scope and holding of Haddle. Although Haddle involved a Section 1985(2) action alleging conspiracy among an employer and its officers, the intracor-porate conspiracy issue was not considered. The Supreme Court made clear its review was “confined to one question: Can petitioner state a claim for damages by alleging that a conspiracy. proscribed by § 1985( ction 1985 claims. See Dombrowski v. Dowling, 459 F.2d 190, 196 (7th Cir.1972) (<HOLDING>). The Circuits are divided over whether Options: A. holding that evidence contrary to an administrators decision does not make the decision arbitrary and capricious so long as a reasonable basis appears for the decision B. holding that when two executives of the same firm make a decision to discriminate in furtherance of the purposes of the business this decision cannot be called a conspiracy for purposes of 1985 C. holding that the conspiracy theory of personal jurisdiction requires that the outofstate coconspirator was or should have been aware of the acts performed in the forum state in furtherance of the conspiracy D. holding that it was immaterial for conflict of interest purposes whether one attorney or two attorneys in the same firm represented the witness and the defendant E. holding that in a conspiracy case venue lies where the conspiracy agreement was formed or in any jurisdiction where an overt act in furtherance of the conspiracy was committed by any of the conspirators

assistant: The best answer is B. holding that when two executives of the same firm make a decision to discriminate in furtherance of the purposes of the business this decision cannot be called a conspiracy for purposes of 1985
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: be tenable. Id. (italics in original). The court concluded that because' fee owners have no personal liability to pay ad valorem taxes, the parties’ lease agreement did not create personal liability for the lessee. Id. at 24, 123 N.W.2d at 202. Respondents contend that under Rhude parties can never contractually agree to be personally liable for ad valorem taxes. We disagree. First, we note that by undertaking an analysis of the parties’ lease agreement, the Rhude court implicitly recognized that a contract can create personal liability to pay ad valorem taxes. See id. at 20, 123 N.W.2d at 199 (acknowledging that the state’s argument would be tenable if the court ignored certain contractual language); see also State v. Barrett & Zimmerman, 228 Minn. 96, 99, 36 N.W.2d 590, 593 (1949) (<HOLDING>). If a contract could never create personal Options: A. holding that it was error to dismiss complaint against individual defendants who had acted as agents of corporate trustee who could be held personally liable B. recognizing that an owner of property could be personally liable to one who voluntarily pays ad valorem taxes if the parties executed a valid contract or agreement C. recognizing the general rule that a property owner is not liable for the negligence of an independent contractor D. holding officer personally liable because he agreed to personally guarantee payment on an account E. holding owner of limited liability company may be personally liable to third party if owner acts as agent for company and fails to disclose existence and identity of principal

assistant: The best answer is B. recognizing that an owner of property could be personally liable to one who voluntarily pays ad valorem taxes if the parties executed a valid contract or agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: United States Federal income tax returns of the Utility and those of its Subsidiaries that have filed their returns on a consolidated basis with the Utility have been examined and/or closed through the fiscal year of the Utility ended September 30, 2011. The Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the Borrower, adequate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The target amount of Performance-Based Shares under this Award is ______________ (_____________) Performance-Based Shares (the “ Target Performance-Based Shares ”). Provided that (y) the Company’s EBITDA for the Measurement Period equals or exceeds the threshold amount as shown on the table set forth on the execution page hereof (the “ Execution Page ”), and (z) the Grantee is employed by the Company or an Affiliate on the date of filing of the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission (“ SEC ”) for the Company’s fiscal year ending March 2, 2019, and subject to the other terms and conditions of this Agreement, the restrictions on the Performance-Based Shares covered by this Award shall lapse and such shares shall vest over a range from 50% to 200% of the Target Performance-Based Shares as shown on the table set forth on the Execution Page. Any fractional shares created by such vesting will be rounded down to the nearest whole share.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provisions of any mortgage, indenture, contract, agreement, statute, rule, regulation, judgment, decree or order binding on Junior Creditor conflicts with, or requires any consent which has not already been obtained under, or would in any way prevent the execution, delivery or performance of the terms of this Agreement by Junior Creditor. The execution, delivery and carrying out of the terms of this Agreement will not constitute a default under, or result in the creation or imposition of, or obligation to create, any Lien on the property of Junior Creditor pursuant to the terms of any such mortgage, indenture, contract or agreement. No pending or, to the best of Junior Creditor’s knowledge, threatened, litigation, arbitration or other proceedings could reasonably be expected in any way to prevent the performance of the terms of this Agreement by Junior Creditor.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Employee hereby represents to Extraction that Employee has read and understands, and agrees to be bound by, the terms of this Article VIII. Employee acknowledges that the geographic scope and duration of the covenants contained in this Article VIII are the result of arm’s-length bargaining and are fair and reasonable in light of (a) the nature and wide geographic scope of the operations of the Business, (b) Employee’s level of control over and contact with the Business in all jurisdictions in which it is conducted, (c) the fact that the Business is conducted throughout the Restricted Area and (d) the amount of Confidential Information that Employee is receiving in connection with the performance of Employee’s duties hereunder. It is the desire and intent of the parties that the provisions of this Article VIII be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and therefore, to the extent permitted by applicable Legal Requirements, Employee and Extraction hereby waive any provision of applicable Legal Requirements that would render any provision of this Article VIII invalid or unenforceable.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a legislative enactment or an administrative regulation.” Restatement (Second) of Torts § 286 (1965); see also Butler, 158 S.E.2d at 122. An example illustrates the doctrine’s application. If the statutory speed limit on a road is 35 m.p.h. and the defendant drives 40 m.p.h., causing him to collide with the plaintiff pedestrian and to injure her, the plaintiff may establish the breach element of her negligence claim by pointing to the violation of the speed limit. The defendant is barred from putting on evidence, specific to his situation, that driving at 40 mph. on that particular road was reasonable because the “violation of the statute constitutes conclusive evidence of negligence.” Osborne v. McMasters, 40 Minn. 103, 41 N.W. 543, 544 (1889); see also Butler, 158 S.E.2d at 123-24 (<HOLDING>). The negligence per se doctrine, however, is Options: A. holding that motherowner of home in which attack occurred was not hable for attack by dog owned by sontenant where there was no evidence that she exercised dominion and control over the dog B. holding district courts finding of consent was not clearly erroneous when the defendant consented after officers told him they could get a drug dog even though the defendant knew the dog would alert C. holding that a fiftynine minute detention to wait for a drug dog was reasonable where the officer requested the dog immediately after developing reasonable suspicion D. holding that an ordinance prohibiting dogs to go at large on any public street supplied the standard for determining whether the dog owner was negligent in letting a dog go unleashed E. holding that a dog sniff during a legitimate traffic stop does not constitute a search because there is no expectation of privacy in contraband and a dog sniff does not violate any privacy interest

assistant: The best answer is D. holding that an ordinance prohibiting dogs to go at large on any public street supplied the standard for determining whether the dog owner was negligent in letting a dog go unleashed
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 Amici claim that a presumptive cap for fee awards in support of a successful fee petition is inconsistent with intervening Supreme Court precedent, namely Commissioner, I.N.S. v. Jean, 496 U.S. 154, 110 S.Ct. 2316, 110 L.Ed.2d 134 (1990). Although this court has reaffirmed the Coulter rule in the twenty-five years since Jean was decided, see, e.g., NEOCH, 695 F.3d at 574 (and cases cited therein); Gonter, 510 F.3d at 620-21, we have not examined whether Jean, which was decided four years after Coulter, calls for a re-examination of its presumptive cap. Although. one panel may not disturb the ruling of a prior panel absent en banc review, see 6th Cir. R. 32.1(b) (“Published panel opinions are binding on later panels.”); Valentine v. Francis, 270 F.3d 1032, 1035 (6th Cir. 2001) (<HOLDING>), an intervening Supreme Court decision gives Options: A. holding that only intervening law from the supreme court or this court sitting en banc can overrule a prior panel decision B. holding that en banc review is required to overrule a prior published opinion C. holding that in the absence of an intervening supreme court decision only the en banc court may overrule a decision by a threejudge panel D. holding that one panel cannot overrule a prior panels published decision E. recognizing that a later en banc court may overrule an earlier en banc opinion

assistant: The best answer is B. holding that en banc review is required to overrule a prior published opinion
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 failure of any party to insist upon compliance with any of the provisions of this Agreement or the waiver thereof, in any instance, shall not be construed as a general waiver or relinquishment by such party of any other provision of this Agreement.

assistant: No Waivers
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: Except as otherwise expressly set forth herein, Seller and Buyer will each pay their respective expenses incident to the preparation and execution of this Contract and the expenses and fees involved in the preparation and delivery of all documents, reports and opinions required to be delivered by or on behalf of each hereunder, whether or not the transactions contemplated are consummated.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties.

assistant: Miscellaneous
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: 306-307, 740 A.2d at 191. A Louisiana court, also considerin y unwilling to allow a party to sue the opposing party’s expert witness for malpractice or negligence, in part because there is no reliance between the expert witness and the opposing party and because of the fear of retaliatory lawsuits. See, e.g., Jeffrey L. Harrison, Reconceptualizing the Expert Witness: Social Costs, Current Controls, and Proposed Responses, 18 Yale J. on Reg. 253 (2001); Douglas R. Pahl, Casenote, Absolute Immunity for the Negligent Expert Witness: Bruc ineers, Inc., 841 S.W.2d 671 (Mo. 1992) (era banc) (finding that an expert who provided negligent litigation support was not protected by witness immunity); but see Bruce v. Byrne-Stevens & Associates Engineers, Inc., 113 Wash.2d 123, 776 P.2d 666 (1989) (<HOLDING>). 3 . Mary Virginia Moore, Gary G. Johnson and Options: A. recognizing that a surveyor was an expert witness B. holding any error in admitting testimony of expert witness was harmless because it was cumulative of same testimony given by six other expert witnesses who testified at trial C. holding that the district court did not abuse its discretion in allowing plaintiffs expert witness to testify when it also allowed defendants expert witness who disputed the methodology used by plaintiffs expert to testify D. holding that witness immunity does not bar a claim against a retained expert witness for negligence performance of his duty E. holding the expert witnesses were protected by witness immunity to ensure expert objectivity

assistant: The best answer is E. holding the expert witnesses were protected by witness immunity to ensure expert objectivity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (but not the law or principles of conflict of laws). The parties submit to the exclusive jurisdiction of the state or federal courts of Pennsylvania for all disputes arising out of or relating to this Agreement, and hereby waive, and agree not to assert, in any action, suit, or proceeding between the parties arising out of or relating to this Agreement that the action, suit, or proceeding may not be brought or is not maintainable in such courts, that this Agreement may not be enforced by such courts, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that the action, suit, or proceeding, if brought in Pennsylvania state court, may be removed to federal courts.

assistant: Applicable 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: In the event that one or more of the provisions of these Award Terms shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the right and power of the Board to amend this Agreement to the limited extent expressly provided in the last sentence of this Section 14.2 , including in connection with the issuance of new or additional Equity Securities, or any class or series thereof, this Agreement may be amended, modified, or waived only by a Super-Majority Vote of the Units; provided that: (a) if, after the Effective Date of this Agreement at least one additional class of Units is issued by the Company, any such amendment, modification, or waiver would adversely affect in any material respect the rights, preferences or privileges of any class of Units relative to another class of Units, such amendment, modification, or waiver shall also require the affirmative vote of at least two-thirds of the outstanding Units of the class of Units so adversely affected; (b) if any such amendment, modification or waiver would materially change the rights or obligations as between members of the same class of Units with respect to such Units (e.g. grant some but not all Members of a class certain material rights with respect to their Units), such amendment, modification, or waiver shall also require the approval of at least eighty percent of the outstanding Units of that class of Units and/or (c) if such amendment, modification or waiver would require a Member to make a mandatory capital contribution in the Company, or would otherwise subject a Member to increased personal liability other than as provided in Section 4.5 , then such amendment, modification or waiver shall also require the approval of such Member. In connection with any amendment, modification or waiver, or other approval hereunder, the Board will have no obligation to provide any information to any Person unless the consent of such Person is required to be obtained in order to effectuate such amendment, modification or waiver; and provided that the Board shall be required to inform the holders of Units of the substance and occurrence of any amendment. Notwithstanding anything to the contrary in this Agreement, the Board may, without the consent of any Member, amend the Schedule of Members attached hereto to reflect the admission of any Member or Members, the creation or issuance of any other Units or interests in the Company and the corresponding adjustments to Percentage Interests or the making of any Capital Contributions, and may amend the Schedule of Members and this Agreement in the manner described in Section 14.20 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Separation Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Tennessee. The parties agree that any conflict of law rule that might require reference to the laws of some jurisdiction other than Tennessee shall be disregarded. Each party hereby agrees for itself and its properties that the courts sitting in Knox County, Tennessee shall have sole and exclusive jurisdiction and venue over any matter arising out of or relating to this Separation Agreement, or from the relationship of the parties, or from the Executive’s employment with the Company, or from the termination of the Executive’s employment with the Company, whether arising from contract, tort, statute, or otherwise, and hereby submits itself and its property to the venue and jurisdiction of such courts.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to be valid. If we were to accept such an argument, not only would it result in inequity to the debtee, it would incentivize the debtor to prolong the litigation because the longer the matter remained unresolved, the greater the debt that would be absolved. ¶25 Pursuant to § 15-68-110(4), MCA, the OTCs are liable for payment of the Sales Tax from the date the Department filed this lawsuit: November 8,2Q10. CONCLUSION ¶26 We affirm the District Court’s decision that the Lodging Facility Use Tax, §§ 15-65-101 through 136, MCA, does not apply to OTC fees. We reverse the District Court’s decision that the Sales Tax, §§ 15-68-101 through 820, MCA, does not apply to OTC fees. The OTCs are fia -76) (emphasis removed); Expedia, Inc. v. City of Columbus, 681 S.E.2d 122, 128 (Ga. 2009) (<HOLDING>) (citing Columbus Code § 19-111). 4 Because we Options: A. holding that a hotel security guard was not liable under 1983 merely because he called police and brought the police to the plaintiffs hotel room B. holding that a hotel guest has a legitimate expectation of privacy in his room during the period of time for which the room is rented C. holding that a visitor to a hotel room for purposes of distributing drugs failed to establish a reasonable expectation of privacy in the room D. holding that a 7 excise tax based on the charge to the public for a hotel room applied to the price expedia demands from the consumer for the right to occupy the hotel room and not the price expedia agrees to pay the hotel for the room E. holding that defendant had reasonable expectation of privacy in a hotel room rented by relatives when he had a key to the room and permission to use the room at will

assistant: The best answer is D. holding that a 7 excise tax based on the charge to the public for a hotel room applied to the price expedia demands from the consumer for the right to occupy the hotel room and not the price expedia agrees to pay the hotel for the room
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall file a Current Report on Form 8-K, including a copy of this Note as an exhibit thereto, with the SEC within the time required by the 1934 Act. From and after the filing of such Form 8-K, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder by the Company, or any of its officers, directors, employees, or agents in connection with the transactions contemplated by this Note. The Company and the Holder shall consult with each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor the Holder shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Holder, or without the prior consent of the Holder, with respect to any press release of the Company, none of which consents shall be unreasonably withheld, delayed, denied, or conditioned except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Holder, or include the name of the Holder in any filing with the SEC or any regulatory agency or Principal Market, without the prior written consent of the Holder, except in the aforementioned Form 8-K or as referenced in exhibit lists and financial statements, to the extent such disclosure is required by the SEC or the Company’s auditors in filings required under the 1934 Act, the 1933 Act, by Principal Market regulations, or otherwise required by law.

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: a books and records case under Vermont law, citing Thomas & Betts for the proposition that "[c]laims of mismanagement, however, must be supported by evidence"). 43 . Oscar George, Inc. v. Potts, 115 A.2d 479, 481 (Del. 1955). 44 . See Mattes v. Checkers Drive-In Restaurants, Inc., 2001 WL 337865, at *5 (Del.Ch.) (finding that “[t]he evidence at trial did not show 'a credible basis’ ” to support plaintiff’s allegations of corporate wrongdoing when the evidence represented mere curiosity and disagreement with various business decisions and where there was a "substantial delay” in the plainti 9766, at *3 (Del.Ch.) (finding "some credible basis” for an inspection pursuant to claims of corporate waste and mismanagement); Magid v. Acceptance Ins. Cos., Inc., 2001 WL 1497177, at *3 (Del.Ch.) (<HOLDING>); Dobler v. Montgomery Cellular Holding Co., Options: A. holding that arrest took place inside home even though officers did not physically enter residence to place suspect in custody B. holding expert testimony remedies speculation by the court C. holding that discriminatory event which took place three years before was too remote D. holding that expert testimony provided a credible basis from which a court could infer that corporate wrongdoing took place E. holding expert testimony provided no evidence as to causation since testimony was not based upon reasonable medical probability

assistant: The best answer is D. holding that expert testimony provided a credible basis from which a court could infer that corporate wrongdoing took 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 case excerpt and choose the best holding from the options. Case excerpt: consider whether this Court erred (1) by applying the “general rule” that suicide is an unforeseeable intervening cause of death, even though there was a special relationship between a detention officer and his prisoner, who committed suicide while in custody; and (2) in reversing the denial of the officer’s motion for summary judgment. 23 Tucker, 332 Ga. App. at 191 (punctuation omitted); accord Harvey, 260 G he exception to the general rule regarding proximate cause and suicide did not apply when there was no evidence that an inmate was in a rage or frenzy or had an uncontrollable impulse at the time when he killed himself and when the inmate appeared calm, controlled, and appeared to know what he was doing); Dry Storage Corp. v. Piscopo, 249 Ga. App. 898, 900 (550 SE2d 419) (2001) (<HOLDING>). 29 See supra footnote 27. 30 Although the Options: A. holding petitioner cannot claim he was denied right to assistance of counsel when he knowingly and voluntarily decided to represent himself B. holding that a suicide victim did not kill himself during a rage or frenzy or in response to an uncontrollable impulse when although his physical or psychological pain was obvious and he specifically attributed it to the alleged tortfeasors negligence he recorded a videotape just before he committed suicide in which he appeared to have control of himself and to have known exactly what he was doing C. holding that the district court did not err in continuing the trial without defendant when the trial had commenced in defendants presence he vigorously expressed his desire to be absent he was given ample opportunity to change his mind despite the disturbance he had created he had competent counsel and he knew of his right to be present D. holding there was enough evidence to find the defendant abandoned his child when he claimed to have knowledge of cpss involvement he admitted that for periods of two years and six months he did not attempt any contact with his child and from the date he canceled a home study until the petition was filed he did not attempt to contact the child or cps or provide support even when he was out of jail E. holding that an inmates suicide was an unforeseeable intervening act for which a detention officer was not liable when inter alia there was no evidence that the inmate was in a rage or frenzy or had an uncontrollable impulse at the time when he took his own life but was instead calm and controlled and appeared to have known what he was doing

assistant: The best answer is B. holding that a suicide victim did not kill himself during a rage or frenzy or in response to an uncontrollable impulse when although his physical or psychological pain was obvious and he specifically attributed it to the alleged tortfeasors negligence he recorded a videotape just before he committed suicide in which he appeared to have control of himself and to have known exactly what he was doing
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: Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of January 1, 2016, among Ford Credit Auto Owner Trust 2016-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer. Appendix A also contains usage rules that apply to this Agreement. Appendix A is incorporated by reference into this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Release Agreement constitutes the sole and entire agreement between the Parties regarding the subject matter addressed herein, and supersedes any and all understandings and agreements that may have been reached earlier on this subject matter, with the exception of the continuing obligations outlined in this Section.

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: Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Participant, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: counsel is Respondent’s attempt to “explain away” the evidence of probable cause against him. Evidence that tends to establish an alibi is evidence “that the [accused] was not present at the time or at the place where the [accused] is alleged to have committed the offense charged.... ” United States v. Brown, 49 F.3d 135, 137 (5th Cir.1995); see Black’s Law Dictionary 84 (9th ed. 2009) (an alibi is a “defense based on the physical impossibility of a defendant’s guilt by placing the defendant in a location other than the scene of the crime at the relevant time”). Definitive evidence of an alibi conclusively placing Respondent in a location other than Las Botellas bar at the time the crime occurred could be sufficient to obliterate probable cause. See Gonzalez, 52 F.Supp.2d at 738^1 (<HOLDING>). Here, however, the evidence merely shows what Options: A. holding that respondents had presented credible and persuasive alibi evidence that they were elsewhere on the date of the robbery and could not have perpetrated this crime and that such evidence is admissible when it negates the existence of probable cause B. holding that the admission of unlawfully seized evidence of a crime was admissible if the jury was instructed that the evidence could be considered only in assessing a defendants credibility and not for determining guilt C. holding that defendants prior possession of the physical means of committing the crime is some evidence of the probability of his guilt and is therefore admissible D. holding that reconsideration may not be based on evidence and legal arguments that could have been presented at the time of the challenged decision E. holding that the date of the offense was material to the defense where defendant could not have anticipated from the date specified in the indictment that the state would present evidence that the crime occurred nearly two months later

assistant: The best answer is A. holding that respondents had presented credible and persuasive alibi evidence that they were elsewhere on the date of the robbery and could not have perpetrated this crime and that such evidence is admissible when it negates the existence of probable cause
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: Comp.Codes R. & Regs., tit. 20, § 526.6(d)(1)(v) (2010) (declaring that the definition of a retail sale for sales and use tax purposes excludes "[the contribution of property to a partnership in consideration for a partnership interest therein" and stating that "[the transfers described in this paragraph between ... corporations and stockholders, are excluded from the definition of 'retail sale' because while the form of ownership of the property is changed, there is a continuity of interest in the property transferred"); Ohio Rev.Code Ann. § 5751.01(F)(2)(0 ) (LexisNexis 2010) (defining "gross receipts" for purposes of the Ohio commercial activity tax to exclude "[clontri-butions to capital"). 2 . See, e.g., Hogan v. Adams Prop. Assocs., Inc., 253 Va. 217, 482 S.E.2d 805, 807 (1997) (<HOLDING>); Wolter v. Wis. Dep't of Revenue, 231 Wis.2d Options: A. holding that transfer of property to llc involved no consideration for state conveyance tax purposes because it was a unilateral act and not the result of a bargainedfor exchange B. holding transfer of legal title to property as a capital contribution to llc was in exchange for valuable consideration and constituted a sale of the property C. recognizing satisfaction of a valid debt as adequate consideration in a transfer of real property D. holding transfer of capital accounts from a limited partnership to a llc was valuable consideration for purposes of imposing state real estate transfer fee because the members received new rights and privileges E. holding that it is not a collusive transaction when valuable consideration is paid to transfer a debt to a bona fide purchaser even if the transfer was for the purpose of invoking diversity jurisdiction

assistant: The best answer is B. holding transfer of legal title to property as a capital contribution to llc was in exchange for valuable consideration and constituted a sale of the property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The proceeds of the Initial Term Loan will be used on the Effective Date only to finance all or a portion of the consideration for the Citron Acquisition and fees and expenses related thereto. The proceeds of the Revolving Loans will be used only to finance the working capital needs and for general corporate purposes of the Borrower and its Subsidiaries, for payment of principal and/or interest due and owing by any Loan Party under any Permitted Convertible Notes, to finance a portion of the consideration for the Citron Acquisition, and to finance Permitted Acquisitions and acquisitions of abbreviated new drug applications and fees and expenses related thereto. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure 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 or (iii) in any manner that would result in the violation of any Anti-Money Laundering Laws or Sanctions applicable to any party hereto.

assistant: Use Of Proceeds