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: The Company will use the net proceeds to the Company from the sale of the Shares and Warrants hereunder for general corporate purposes and working capital, subject to the limitations with respect to the Restricted Account Funds, so long as they are held in the Restricted Account, as set forth in Section 4.24. The Company shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation (except for payments pursuant to settlement agreements entered into prior to the date hereof and disclosed in the SEC Reports or in the Disclosure Letter), or (d) in violation of the law, including FCPA or OFAC.

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 case excerpt and choose the best holding from the options. Case excerpt: defendant if he wanted to give "his side of the story,” State v. Eli, 126 Hawai'i 510, 523, 273 P.3d 1196, 1209 (2012); where an officer questioned a putative rape victim about discrepancies in her polygraph exam and encouraged her to tell the truth, State v. Roman, 70 Haw. 351, 358, 772 P.2d 113, 117 (1989); and where an officer presented the defendant with incriminating evidence in the form of written witnesses' statements and oral explanations of that evidence, State v. Uganiza, 68 Haw. 28, 30, 702 P.2d 1352, 1355 (1985). By comparison, we have held that a statement was not the product of interrogation where an officer requested the defendant’s consent to search a nylon bag beneath the driver's seat of a car, State v. Rippe, 119 Hawai'i 15, 22-24, 193 P.3d 1215, 1222-24 (App.2008) (<HOLDING>); or where a sign language interpreter asked a Options: A. holding that the factfinder may conclude that recovery is not likely when the car is left on street with keys in the car B. holding evidence did not connect defendant to narcotics found in individual bags inside a larger bag in a car following the defendants car when the only connection was his fingerprints on outer bag and when the driver and passenger of the car in which the drugs were found exhibited nervousness and other factors indicating consciousness of guilt C. holding that an arrest to retrieve car keys where ownership of the car was in dispute was not supported by probable cause D. holding however that a followup question concerning defendants ownership of the car along with statement that the bag was found inside the car did constitute interrogation because this was likely to elicit an incriminating response E. holding that a car passenger had a legitimate expectation of privacy in his closed plastic shopping bag found on the floor of the car

assistant: The best answer is D. holding however that a followup question concerning defendants ownership of the car along with statement that the bag was found inside the car did constitute interrogation because this was likely to elicit an incriminating response
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: marks omitted); see also Annotation, Recovery for Loss Of Use Of Motor Vehicle Damaged or Destroyed, 18 A.L.R.3rd 497 (1968) (hereinafter Annot., Recovery For Loss Of Use, 18 A.L.R.3rd 497). However, a “growing number of state and federal courts, ... have abandoned the traditional approach and have awarded damages for loss of use in cases of total destruction.” Damages in Tort, supra § 37.54[1], at 166-67; Guido v. Hudson Transit Lines, 178 F.2d 740 (3rd Cir.1950); Atlantic Aviation Corp. v. United States, 456 F.Supp. 121 (D.Del.1978); Reynolds v. Bank of America, 53 Cal.2d 49, 345 P.2d 926 (1959); New York Cent. R.R. Co. v. Churchill, 140 Ind.App. 426, 218 N.E.2d 372 (1966); Weishaar v. Canestrale, 241 Md. 676, 217 A.2d 525 (1966); Allanson, 81 A.D.2d 16, 439 N.Y.S.2d 545. The a 79) (<HOLDING>); Holmes v. Raffo, 60 Wash.2d 421, 374 P.2d 536 Options: A. holding that damages in a fela action are limited strictly to the financial loss thus sustained overturning a jury award for the loss of society and companionship B. holding that provision barring recovery of consequential damages did not necessarily bar all loss of use damages but damages for loss of use of money were consequential C. holding no liability for the loss of eight days of work due to a train derailment D. holding that where the owner of a tractor knew immediately after the accident that the tractor was a total loss damages for loss of use were not recoverable beyond a reasonable time limited to 30 days notwithstanding the owners financial inability to replace the property for eight months E. holding that proof of loss is not evidence of extent of loss and insured is not precluded from showing his damages were greater than shown in proof of loss

assistant: The best answer is D. holding that where the owner of a tractor knew immediately after the accident that the tractor was a total loss damages for loss of use were not recoverable beyond a reasonable time limited to 30 days notwithstanding the owners financial inability to replace the property for eight months
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 possessing cocaine with intent to distribute on July 3, 2002, and approximately thirty-nine grams of cocaine was seized that day. An offense involving 25-50 grams of cocaine has a base offense level of 14, USSG § 2Dl.l(c)(14), while a base offense level of 26 applies when the offense involved 500 grams to two kilograms of cocaine. USSG § 2Dl.l(c)(7). However, in her presentence interview, Turner admitted to facts that justified the base offense level of 26. Turner told the probation officer that she and Spence began buying a kilogram of cocaine every other week in October 2001 and, before their arrest in July 2002, were distributing a kilogram of cocaine every other week. Therefore, no Sixth Amendment violation occurred. United States v. Evans, 416 F.3d 298, 300-301 (4th Cir.2005) (<HOLDING>). We review the district court’s decision that Options: A. holding that there is no sixth amendment error when the sentence does not exceed the maximum authorized by facts the defendant admitted B. holding that a defendant could not assert an error under apprendi v new jersey because his sentence does not exceed the statutory maximum C. holding no sixth amendment violation occurred because the defendant chose to testify at sentencing and admitted the facts upon which the court imposed sentence D. holding apprendi is not implicated where sentence does not exceed statutory maximum sentence authorized for the offense in its simplest form E. holding that where the defendants sentence does not exceed the statutory maximum and the district court applies the guidelines as advisory the district court does not err by enhancing the defendants sentence based on facts not charged in the indictment or admitted by him

assistant: The best answer is A. holding that there is no sixth amendment error when the sentence does not exceed the maximum authorized by facts the defendant admitted
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 Ridgely created a hostile work environment starting in 2003 and that the hostility manifested itself through isolation, subjection to public ridicule and harmful treatment that was so severe it caused psychological illness. Compl. ¶¶ 10, 12-13. In addition, following her first formal EEO complaint in March 2005, the plaintiff alleges that Ridgel/s treatment toward her became “more hostile and hurtful.” Id. ¶ 12. The plaintiff has alleged some conduct in support of her claim, specifically Ridgely’s actions toward her and overall negative treatment in the workplace, and thus, the facts in the plaintiffs complaint support.her hostile work environment claim. Powell v. Castaneda, 390 F.Supp.2d 1, 11 (D.D.C.2005); see also Kriesch v. Johanns, 468 F.Supp.2d 183, 187-88 (D.D.C.2007) (<HOLDING>). Therefore, the court denies the defendant’s Options: A. holding that the plaintiffs complaint was valid because despite general allegations it provided notice B. holding reasonable suspicion is based on totality of circumstances C. holding that under the totality of the circumstances the facts provided sufficient support to defeat a motion to dismiss despite being broad allegations D. holding that the government bears the burden of proving voluntary consent under the totality of the circumstances E. recognizing inferential factual allegations to defeat a motion to dismiss

assistant: The best answer is C. holding that under the totality of the circumstances the facts provided sufficient support to defeat a motion to dismiss despite being broad allegations
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: Landlord and Tenant each represents to the other it has not dealt with any real estate broker, agent or finder with respect to this Third Amendment that would be entitled to a commission or other payment in connection with this Third Amendment, other than Colliers International (“ Tenant’s Broker ”), representing Tenant. Landlord agrees to pay a commission to Tenant’s Broker in connection with this Third Amendment, pursuant to a separate written agreement between Landlord and Tenant’s Broker. This Section 16 shall survive the termination of this Third Amendment.

assistant: Brokers
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 for a period (the “Term”) commencing on the date of this Agreement and ending on December 31, 2017; provided, however, that, commencing on January 1, 2018 and on January 1 of each succeeding year (each an “Annual Renewal Date”), the Term shall be automatically extended for one (1) additional year from the applicable Annual Renewal Date (each, an “Extension”), unless Employer or Employee shall give written notice of nonrenewal to the other party at least sixty (60) days prior to an Annual Renewal Date, in which event this Agreement shall terminate at the end of the then existing Term. Notwithstanding the foregoing, in the event of a Change in Control, the Term shall be no shorter than one (1) year after the date of the Change in Control. References in this Agreement to the “Term” shall refer to the initial two-year term and the terms of any Extensions as may become effective.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of counsel when his trial counsel failed to investigate, prepare and present a diminished capacity defense through expert testimony.” California has abolished by statute the diminished capacity defense. See People v. Aguirre, 31 Cal.App.4th 391, 37 Cal.Rptr.2d 48, 50 (1995). We grant McIntyre’s motion to construe the COA to certify the following issue: "Whether habeas relief is warranted under 28 U.S.C. § 2254(d) with respect to petitioner’s claim that he received ineffective assistance of counsel under Strickland v. Washington, 466 U.S. 668, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984), where his trial counsel failed to investigate, prepare and present evidence, through expert testimony, of his voluntary intoxication.” See Williams v. Rhoades, 354 F.3d 1101, 1106-07 (9th Cir. 2004) (<HOLDING>); Furman v. Wood, 190 F.3d 1002, 1005 (9th Cir. Options: A. holding that this court can consider claims not specifically excluded by a coa B. holding that juvenile court has no jurisdiction to consider constitutional claims C. holding that this court will not consider a theory or issue that was not pleaded or raised in the trial court D. holding state prisoners proceeding under 2241 must be granted a coa before their claims can be considered on the merits E. holding that as a general rule this court will not consider an issue that was not raised below

assistant: The best answer is A. holding that this court can consider claims not specifically excluded by a coa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in protecting its citizens from increased criminal activity,” and because its detention procedures are “designed ‘to prevent the bandits from increasing the level of insecurity and crime in the country,’ ” Haiti’s detention “policy is a lawful sanction.” Id. at 300 (quoting U.S. Dep’t of State, Haiti, Country Reports on Human Rights Practices — 2000 (Feb. 2001)). The key questions, therefore, are whether Ridore provided evidence sufficient to show that the prison conditions in Haiti have changed for the worse since In re JE- was decided, undermining the factual predicates for that decision, and whether he has shown individual circumstances in his case that there is a likelihood he will face “torture” qualifying him-for CAT. Cf. Lopez v. Ashcroft, 366 F.3d 799, 805 (9th Cir.2004) (<HOLDING>). The IJ found on the record before him there Options: A. holding that a statute must be construed so that no part of the statute is rendered surplusage or superfluous internal quotation marks and citation omitted B. holding with respect to a general motion for directed verdict that it raised the question as to the sufficiency of the evidence on venue an essential part of the governments case internal quotation marks and citation omitted C. holding that the challenged conduct or statement must be directed at the familial relationship with knowledge that the statements or conduct will adversely affect that relationship internal quotation marks omitted D. holding that in the asylum context the bia must provide an individualized analysis of how changed conditions will affect the specific petitioners situation citation and internal quotation marks omitted E. recognizing that a tax enactment will not be invalidated unless it clearly palpably and plainly violates the constitution internal quotation marks and citation omitted

assistant: The best answer is D. holding that in the asylum context the bia must provide an individualized analysis of how changed conditions will affect the specific petitioners situation citation and internal quotation marks omitted
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: Aguilar, 318 U.S. at 735, 63 S.Ct. at 936. It is for this reason that a certain expansiveness rightfully attends determinations of whether a person is a seaman in service of the ship. To cite one example, we recently ruled that a sailor injured at home on a Sunday was entitled to maintenance and cure although his ship was not due to sail until the following Tuesday, observing that “the captain could have changed his mind and decided to sail Monday and required plaintiff to do the preparatory boat work Sunday, holiday or not.” Macedo, 868 F.2d at 520-21. As this illustration makes clear, if a person is enduring circumstances which, in a rather general sense, further the ship’s purposes, he may well be deemed in the ship’s service. Accord Farrell, 336 U.S. at 516, 69 S.Ct. at 709-10 (<HOLDING>). The Supreme Court’s most recent visit to Options: A. holding that service is not avoided by service on a partys attorney as service on an attorney is ineffective unless he has been authorized to accept such service B. holding that a seaman is in the ships service when he is generally answerable to the call of duty C. holding that a seaman is entitled to maintenance and cure even if he falls ill or is injured while ashore as long as he is subject to the call of duty D. holding that the burden of proving seaman status is on the party claiming benefits therefrom E. recognizing that it is well settled law that an action is commenced by the service of a summons and without valid service of process the trial court has no jurisdiction to act

assistant: The best answer is B. holding that a seaman is in the ships service when he is generally answerable to the call of duty
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: judicial decisions are no longer controlling, it does not follow that court decisions interpreting a statute are rendered inapplicable by a subsequent amendment to the statute. Instead, the nature and effect of the court decisions and the statutory amendment must be examined to determine what law may be applicable after the amendment. See, 13 Fla. Jur.2d, Courts and Judges, § 140. Id. at 616-17 (quoting Heath v. State, 532 So.2d 9, 10 (Fla. 1st DCA 1988)). Thus, where a statute is ambiguous at the time a crime is committed, and the Legislature subsequently enacts a clarifying amendment that would result in a longer prison sentence, retroactive application of the clarifying amendment runs afoul of the ex post facto clause. See State v. Miranda, 793 So.2d 1042, 1044 (Fla. 3d DCA 2001) (<HOLDING>). At the same time, a statutory amendment may Options: A. recognizing that the application of a retroactive amendment is discretionary B. holding that a statutory amendment characterized by the state as a clarification could not be applied retroactively because the statute as written at the time of the crime was unclear and retroactive application of the statute as amended would result in an increased period of incarceration C. holding amendment to statute of limitations was a procedural amendment to be applied retroactively in a medical malpractice case D. holding that the state court could not procedurally bar a claim through retroactive application of a rule that did not exist at the time the rule would have applied to the petitioners case E. holding statute that extended statute of limitations for certain criminal sexual conduct could not be applied retroactively to a prosecution commenced after the limitations statute in effect at the time of the alleged offense had expired

assistant: The best answer is B. holding that a statutory amendment characterized by the state as a clarification could not be applied retroactively because the statute as written at the time of the crime was unclear and retroactive application of the statute as amended would result in an increased period of incarceration
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: have particularly focused ’on the extent to which the content of the employee speech was calculated to disclose wrongdoing or inefficiency or other malfeasance on the part of governmental officials in the conduct of their official duties.” Id. at 1445; see also Wulf v. City of Wichita, 883 F.2d 842, 857 (10th Cir.1989) (finding letter written by police officer dealt with matter of public concern because it alleged, inter aha, misuse of public funds). Lancaster’s statements were self-serving. The comments were not intended to disclose evidence of wrongdoing, inefficiency, or malfeasance on the part of the defendants. Because plaintiffs grievances related to an internal personnel dispute, the content was only of private concern. See Vukadinovich v. Bartels, 853 F.2d 1387 (7th Cir.1988) (<HOLDING>). Considering the context and content of the Options: A. holding that private complaints by public employee that his responsibilities were being lessened and his recommendations were not being followed were at least for the most part not on a matter of public concern B. recognizing that school districts may not enter agreements which are inconsistent with state law C. holding that plaintiffs failure to object to the improper comments of defendant during closing arguments resulted in waiver of plaintiffs right to argue the issue on appeal because the trial court was not given an opportunity to rule on the issue D. holding that plaintiffs published comments regarding school districts decision to decline renewal of coaching contract were an expression of plaintiffs private dissatisfaction with his termination and not an issue of public concern E. recognizing application of sovereign immunity to school districts

assistant: The best answer is D. holding that plaintiffs published comments regarding school districts decision to decline renewal of coaching contract were an expression of plaintiffs private dissatisfaction with his termination and not an issue of public concern
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 Credit Party shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, authorizations, qualifications and accreditations material to the conduct of its business, in each case if the failure to do so, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation or other transaction expressly permitted hereunder.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with the relevant Notice and the Plan, contain the entire agreement between the parties with respect to the award granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the terms hereof shall be void and ineffective for all purposes.

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: The Obligated Parties have filed all Federal tax returns and all other Material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon it or its Properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Obligated Parties have established adequate reserves in accordance with GAAP. The Borrowers know of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate in all material respects.

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 case excerpt and choose the best holding from the options. Case excerpt: respect to this deadline. See Head v. United States, 626 A.2d 1382, 1384 n. 3 (D.C.1993) (citing Pettaway v. United States, 390 A.2d 981, 984 (D.C.1978)). Third, the court of appeals’ method for addressing motions to recall the mandate includes an initial step in which motions deemed lacking in merit are denied with out further review, which suggests that the prompt and summary denial of Mr. Jones’ motion does not necessarily indicate procedural default. Together, these considerations suggest that the court of appeals, as likely as not, overlooked the untimeliness of Mr. Jones’ motion and simply determined that his claims lacked merit. At a minimum, this Court has “good reason” to question whether the alternative was the case. Cf. Coleman v. Thompson, 501 U.S. at 740, 111 S.Ct. 2546 (<HOLDING>); Jimenez v. Walker, 458 F.3d at 138-39 Options: A. holding that consideration of a claim in a petition for habeas corpus can be barred by failure to comply with state procedural rules B. holding that a state procedural default will not bar consideration of a federal claim on habeas review unless the last state court rendering a judgment clearly and expressly stated that its judgment rested on a state procedural bar C. holding that district court correctly applied state law procedural bar to petitioners jury challenge despite state courts failure to indicate that its denial of petition rested on procedural grounds where petitioner never raised facially sufficient jury challenge before any state court and state courts denial of petition could not be construed as a decision on the merits D. holding that a second or subsequent state petition for postconviction relief filed according to the procedural rules of the state constitutes a properly filed application without regard to the merits of the petition E. holding that where state procedural rule was mandatory and unwaivable and where government filed motion to dismiss habeas petition based solely on noncompliance with this procedural rule which state court granted without explanation decision appeared to rest primarily on state law

assistant: The best answer is E. holding that where state procedural rule was mandatory and unwaivable and where government filed motion to dismiss habeas petition based solely on noncompliance with this procedural rule which state court granted without explanation decision appeared to rest primarily on state law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge and agree that the permissions system and other functionality of the service do not grant you any license , consent , or permission to copy , modify , transfer , or use in any manner any content outside the service .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrowers will use the proceeds of all Revolver Loans solely (a) to refinance the Existing Credit Agreement; (b) to pay fees and transaction expenses associated with the Transactions; (c) to issue Letters of Credit; (d) to finance Capital Expenditures and ongoing working capital needs; and (e) for other lawful corporate purposes of the Loan Parties and their Subsidiaries permitted hereunder. Without limiting the foregoing, to the extent the Mohawk Availability Reserve has been instituted and is continuing and, after the establishment of such Mohawk Availability Reserve a U.S. Revolver Loan has been advanced to the U.S. Borrowers, then the U.S. Borrowers shall, no later than three (3) Business Days after the making of such U.S. Revolver Loan, use the proceeds of such U.S. Revolver Loan to satisfy the Mohawk Final Judgment (together with any related court recording charges).

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: During the Term, the Executive’s annual base salary shall be two hundred sixty thousand dollars ($260,000.00) (the “Base Salary”). The Base Salary shall be payable in accordance with the Company’s normal payroll procedures in effect from time to time. Executive shall be considered for performance and market-based increases to the Base Salary on an annual basis, which increases shall be granted at the discretion of the Board. The Base Salary shall be retroactive and payable as of July 19, 2017.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if a Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15) the Administrative Agent or any Lender, as applicable, receives an amount equal to the amount it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

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 Borrower agrees to pay to each Consenting Lender an upfront fee of 0.15% of the aggregate amount of such Consenting Lender’s extended commitments, which fee shall be due and payable on December 15, 2017 prior to the effectiveness of the extension of the Termination Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the representations and warranties made by or on behalf of the Borrower, the Guarantors or any of their respective Subsidiaries contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is true and correct in all material respects as of the date hereof, with the same effect as if made at and as of the date hereof, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that, with respect to any representation or warranty which by its terms is made as of a specified date, such representation or warranty is reaffirmed hereby only as of such specified date). To the extent that any of the representations and warranties contained in the Credit Agreement, any other Loan Document or in any document or instrument delivered pursuant to or in connection with the Credit Agreement or this Amendment is qualified by “Material Adverse Effect” or any other materiality qualifier, then the qualifier “in all material respects” contained in this Paragraph 5(d) shall not apply with respect to any such representations and warranties.

assistant: Warranties
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 any sentence, phrase, paragraph, subparagraph or portion of this Agreement is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining sentences, phrases, paragraphs, subparagraphs or portions of this Agreement.

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: Anything in this Agreement to the contrary notwithstanding, the liability of each Indemnitor under this Article VI shall survive as follows: (a) an Indemnitor’s liability for breach of any representation or warranty of such Indemnitor in this Agreement shall survive until and terminate upon the first (1 st ) anniversary of the Closing date, provided that such liability shall survive if, prior to the first (1 st ) anniversary of the Closing Date, any Indemnitee shall have asserted a claim for indemnification for Losses incurred by such Indemnitee pursuant to this Article VI in writing to the appropriate party, which claim shall identify its basis with reasonable specificity (a “ Claim ”), in which case the liability for such Claim shall continue until it shall have been finally settled, decided or adjudicated, (b) an Indemnitor’s liability for Losses incurred as a result of such Indemnitor’s breach of any covenant or agreement to be performed by such Indemnitor after the Closing, shall survive indefinitely, and (c) liability of an Indemnitor for Losses arising out of Third-Party Claims for which such Indemnitor has an indemnification obligation, which liability shall survive until the statute of limitation applicable to any third party’s right to assert a Third-Party Claim bars assertion of such claim.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may not be modified except in a written instrument executed by each of the parties hereto; provided, however, that, (a) until the DIP Agent has received payment in full of all DIP Obligations, the DIP Agent’s and Pre-Petition Term Agent’s consent shall be required to amend provisions of this Agreement pertaining to either or both of the DIP Agent or Pre-Petition Term Agent (b) upon payment in full of the DIP Obligations, the Pre-Petition Term Agent’s consent shall be required to amend provisions of this Agreement if such amendment would adversely affect the rights or interests of the Pre-Petition Term Loan Agent for the duration of the Sale Term. Additionally, the DIP Agent, DIP Lenders, the Pre-Petition Term Agent, and the Pre-Petition Term Loan Lenders shall be third party beneficiaries with respect to those provisions of this Agreement that expressly reference them.

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: The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur immediately following the consummation of the Merger. The Closing shall occur at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019. At the Closing, each Management Holder shall deliver to Holdco (or as instructed by Holdco) duly executed transfer powers or other documentation reasonably requested by Holdco, in each case, relating to the transfer of such Management Holder’s Paired Interests to Holdco.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Fourth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Fourth Amendment by telecopy or other electronic imaging means (including “.pdf”) shall be effective as delivery of a manually executed counterpart of this Fourth Amendment.

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: Late payment by Tenant to Landlord of Rent and other sums due shall cause Landlord to incur costs not contemplated by this Lease, the exact amount of which shall be extremely difficult and impracticable to ascertain. Such costs include processing and accounting charges and late charges that may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within five (5) business days after the date such payment is due, Tenant shall pay to Landlord (a) an additional sum of five percent (5%) of the overdue Rent as a late charge plus (b) interest at an annual rate (the " Default Rate ") equal to the lesser of (a) ten percent (10%) and (b) the highest rate permitted by Applicable Laws. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord shall incur by reason of late payment by Tenant and shall be payable as Additional Rent to Landlord due with the next installment of Rent. Landlord's acceptance of any Additional Rent (including a late charge or any other amount hereunder) shall not be deemed an extension of the date that Rent is due or prevent Landlord from pursuing any other rights or remedies under this Lease, at law or in equity. Notwithstanding the foregoing, Landlord shall waive such late charge and interest on the first such late payment in any twelve (12) month period so long as Tenant pays such amount in full within five (5) business days following receipt of written notice from Landlord that such amount is past due.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the plan, and Coan’s suit co 966, 973-74 (E.D.Mo.2010) (reasoning that participants adequately represented plan by naming multiple plaintiffs, those plaintiffs conceded they could only recover for the plan, and preclusion issues were not presently before the court), In re AEP ERISA Litig., No. C2-08-67, 2009 WL 3854943, at *1 (S.D.Ohio Nov. 17, 2009) (noting participant sought but was denied class certification), and Waldron v. Dugan, No. 07 C 286, 2007 WL 4365358, at *6-7 (N.D.Ill. Dec. 13, 2007) (declining to impose class- or derivative-action requirement on § 502(a)(2)). The most recent case to address Coan is Huizinga v. Genzink Steel Supply & Welding Co., where the court found no textual basis for the Coan holding. No. 1:10-CV-223, 2013 WL 4511291, at *8 (W.D.Mich. Aug. 23, 2013) (<HOLDING>), appeal dismissed, No. 13 -2273 (6th Cir. Jan. Options: A. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant B. holding that erisa permits suits to recover benefits only against the plan as an entity and thus the beneficiary had erred by suing her exhusbands employer and plan administrator when proper party would have been the benefits plan itself C. holding that a payment is under the plan when the debt is provided for in the plan D. holding that a subclass of plan participants could sue where the remedy sought by plaintiffs would benefit the plan as a whole and cure any harm that the plan suffered E. holding that plaintiff is a plan participant and he is seeking to recover for the plan as a whole these are the only requirements on the face of the statute itself

assistant: The best answer is E. holding that plaintiff is a plan participant and he is seeking to recover for the plan as a whole these are the only requirements on the face of the statute itself
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 Sellers and Purchaser will cooperate and consult with each other and use commercially reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third Persons required to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

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 legal provision and list the applicable contract clause categories. Provision: Subject to such further limitations as are provided herein, the Restricted Stock shall vest as follows; (1) immediate vesting of _______________ shares on the Grant Date (the “ Initial Vesting Date ”); and (2) the balance of __________ shall vest over a three (3) year period with one-thirty-sixth (1/36 th ) or ______________ of the number of shares vesting on the one (1) month anniversary of the Grant Date and an additional one-thirty-sixth (1/36 th ) or _________________ of the number of shares vesting at the end of each one (1) month anniversary thereafter (each a “ Vesting Date ”), provided that you continue to be an employee of the Company in good standing, as of the applicable Vesting Date, such that one hundred percent (100%) of the shares of the Restricted Stock will have vested on the third (3rd) anniversary of the Grant Date. Notwithstanding the foregoing, the Restricted Shares shall become immediately vested upon a Change of Control.

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 case excerpt and choose the best holding from the options. Case excerpt: the SRA, a trial court may not impose home detention if an offender has been convicted of a violent offense. RCW 9.94A.734(l)(a). 6 Whether or not the trial court properly released Swiger on home detention is not before the court. The State had two viable methods to challenge Swiger’s release pending appeal. Under RAP 8.2(b), the State could have filed a motion in Swiger’s criminal appeal case objecting to the trial court’s decision to release Swiger pending appeal. The State could also have arguably filed a cross appeal challenging Swiger’s release. See RAP 5.1(d). Under either procedural avenue, the reviewing court would apply an abuse of discretion standard to the trial court’s decision, to release Swiger under RCW 9.95.062. State v. Cole, 90 Wn. App. 445, 447, 949 P.2d 841 (1998) Options: A. recognizing that an appellate court reviews a trial courts decision whether or not to grant equitable relief only for an abuse of discretion B. holding that an appellate court reviews a trial courts grant of a summary judgment motion de novo because it is a question of law C. holding that court reviews trial courts decision to release a defendant for abuse of discretion D. holding that such a decision was within the trial courts discretion E. holding a trial courts decision involving withdrawal or discharge of counsel is subject to review for abuse of discretion

assistant: The best answer is C. holding that court reviews trial courts decision to release a defendant for abuse of discretion
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: provide for the event of the merger or resignation of a corporate trustee, but fail to make any provision for the appointment of a successor to an individual trustee if it was intended that there could in fact be an individual trustee. This inconsistency becomes more apparent when consideration is given to the provision in Article V that “[i]n all cases, the successor in trust shall have all the powers, privileges and discretion herein given unto said The International Trust Company. (Emphasis added).” These powers include the right to appoint a successor. However, as explained above, an individual trustee would not have the power to appoint his or her successor, and thus would not have “all the powers” of the Trust Company. See Durst v. United States, 559 F.2d 910,912-13 (3rd Cir.) (<HOLDING>). Other provisions cited by the plaintiff Options: A. holding that it was proper for the medical examiner to estimate the victims time of death based on the results of her investigators lividity test as it was standard procedure for her to rely on tests performed by members of her office B. holding victim waived physicianpatient privilege by authorizing her doctor to release her medical records to the department of criminal investigation because the information contained in her medical records was no longer confidential between herself and her physician C. holding that a district court had sufficient reason to reject the plaintiffs belated attempt to amend her complaint fifteen months after the commencement of her action and nine months after the initial amendment to her complaint D. holding that after examining the trust instrument as a whole interpreting it to permit the settlor to appoint herself as trustee would lead to inconsistencies in the successorship provision by requiring her to take action after her death E. holding that it did not violate the defendants right to remain silent when the prosecutor questioned her about inconsistencies between her pretrial statements to authorities and her defense at trial

assistant: The best answer is D. holding that after examining the trust instrument as a whole interpreting it to permit the settlor to appoint herself as trustee would lead to inconsistencies in the successorship provision by requiring her to take action after her death
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 Section 2 of the Agreement, the Agreement is amended, so that Employer shall, immediately upon creation of the Series A Preferred Stock of the Employer, issue Executive one share of Employer's Series A Preferred Stock for consideration of Executive agreeing not to terminate his employment with Employer for a period of five (5) years from the date of this Amendment.

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: The internal law of the State of New York will govern and be used to construe this Agreement without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

assistant: Governing Laws