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: of the Uniform Residential Landlord and Tenant Act (URLTA). The URLTA's purpose is to "simplify, clarify, modernize, and revise the law governing the rental of dwelling units and the rights and obligations of landlord and tenant." In achieving this purpose, the legislature specifically regulates mobile home park leases. Although we do not need to decide whether the URLTA sufficiently regulates landlord tenant relationships to exempt residential leases from the UTPA, the existence of the URLTA is consistent with our interpretation that the legislature did not intend to include real estate transactions within the seope of the UTPA. v. CONCLUSION We AFFIRM the superior court's decision. CHRISTEN, Justice, not participating. 1 . AS 45.50.471-.561. 2 . 660 P.2d 406, 414 (Alaska 1982) (<HOLDING>). 3 . Adkins v. Stansel, 204 P.3d 1031, 1033 Options: A. holding that forfeiture of real property may be adjudicated before the seizure occurs because real property cannot abscond B. holding that 10113aa does not alter the requirement that the property in question be real property in order for the antimodification provision to apply C. holding that plaintiffs may have a property interest in real property D. holding utpa does not apply to real property sales E. holding that the utpa does not cover a timber sale

assistant: The best answer is D. holding utpa does not apply to real property sales
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: Ark. v. Hill, 122 B.R. 539, 541 (ED.Ark.1990).” In re Merrick, 175 B.R. at 336-337. To determine whether a “proceeding” is subject to the automatic stay under section 362(a)(1), many courts have followed the analysis employed in the Third Circuit which is the following: “Whether a specific judicial proceeding falls within the scope of the automatic stay must be determined by looking at the proceeding “at its inception.” “That determination should not change depending on the particular stage of the litigation at which the filing of the petition in bankruptcy occurs.” Thus, the dispositive question is whether a proceeding was “originally brought against the debtor.” Maritime Elec. Co. v. United Jersey Bank, 959 F.2d 1194, 1204-1205 (3d Cir.1992) (citations o , 491 n. 2 (8th Cir,1993) (<HOLDING>); Gecy v. Bank of Ozarks (In re Gecy), 510 B.R. Options: A. holding judgment in violation of automatic stay void B. holding that although the automatic stay only applies to proceedings against the debtor counterclaims seeking affirmative relief against a debtor implicate the automatic stay C. holding that the protections of the automatic stay apply only to actions against the debtor D. holding that the automatic stay did not bar the filing of a proof of claim where the debtor actively litigated a separate action during the pending bankruptcy proceeding because to permit the automatic stay provision to be used as a trump card played after an unfavorable result was reached would be inconsistent with the underlying purpose of the automatic stay E. holding that a thirdparty action instigated by two debtors against a third party was not subject to the automatic stay

assistant: The best answer is E. holding that a thirdparty action instigated by two debtors against a third party was not subject to the automatic stay
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 term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to exceed the limitations permitted by applicable law, as determined by such court in such action, then the provisions will be deemed reformed to the maximum limitations permitted by applicable law and the parties hereby expressly acknowledge their desire that in such event such action be taken. If any provision of this Agreement is held to be illegal, invalid or unenforceable during the term of this Agreement after application of the first sentence of this Section 14, then such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

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 legal provision and list the applicable contract clause categories. Provision: Comply in all material respects with the requirements of all Laws (including Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

assistant: Compliance With 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: exceeds the original equipment cost — i.e., factors that, according to New § 1-201(37)[3], are consistent with true lease status); Owen, 221 B.R. at 61 (concluding that Brighb-Line Test did not establish a per se security agreement and then applying the following criteria in its reversionary interest analysis: (1) whether the option price is nominal; (2) whether the present value of the rental payments exceeds the original cost of the leased property; and (3) whether the lease term covers the total useful life of the equipment); Taylor, 209 B.R. at 487 (determining existence of significant rever-sionary interest by applying a mix of the Residual Value Factors contained in New § 1 — 201(37)[2] and the factors set forth in New § l-201(37)[3](a), (b), and (c)); Murray, 191 B.R. at 316 (<HOLDING>); Howell, 161 B.R. at 289-90 (determining that Options: A. holding that factors cited by the debtor including the fact that present value of total rental payments exceeds the equipments cost and the agreement contains net lease provisions do not establish that the lessor relinquished its reversionary interest B. holding that net lease provisions in agreement together with other factors establish that the transaction is a sale C. holding that the debtor could not treat a lessor as a secured creditor by paying the present value of the purchase option price of the lease through her chapter 13 plan D. holding the lessee in providing free gas to the lessor owed the lessor the same duty of care as a regulated public utility would owe its customers despite express lease language placing the risk of using the gas on the lessor E. holding that option prices contained in two purported lease agreements are nominal where they constitute 10 of original equipment cost and total payments exceed the initial cost of the equipment under agreement 1 by approximately 50 and under agreement 2 by approximately 29

assistant: The best answer is A. holding that factors cited by the debtor including the fact that present value of total rental payments exceeds the equipments cost and the agreement contains net lease provisions do not establish that the lessor relinquished its reversionary interest
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: manufacturers to install lap/shoulder belts and air bags and described federal safety standards as “minimum standards.” Appellants’ App. at 311, 585. We conclude that a letter from a single NHTSA administrator, written nine years before the version of FMVSS 208 at issue here, is not indicative of NHTSA’s regulatory scheme as that scheme is set forth in Geier and various regulations. We hold that the Rolands’ common law tort action is pre-empted on the narrow grounds that it conflicts with the deliberate and comprehensive regulatory scheme set forth in FMVSS 208. We do not join the above-cited courts in finding pre-emption based upon the broader grounds that any regulation which affords a choice to a manufacturer pre-empts the state action. See generally Rogers, 737 N.E.2d 1158 (<HOLDING>). II. The Rolands’ contend that the trial court Options: A. holding that state law product liability action was not preempted when manufacturer exercised a choice under fmvss 213 B. holding the state law claims were not preempted C. holding that under new york law a manufacturer is not obligated to design a product that is impossible to abuse D. holding that the plaintiffs state law claims are preempted by federal law E. holding that common law misrepresentation claims were not preempted because they did not conflict with a fmvss

assistant: The best answer is A. holding that state law product liability action was not preempted when manufacturer exercised a choice under fmvss 213
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in the event the american arbitration association is unwilling or unable to set a hearing date within one hundred and sixty ( 160 ) days of filing the case , then either instagram or you can elect to have the arbitration administered instead by the judicial arbitration and mediation services .

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: You agree to be available to respond to questions and/or inquiries and provide other information concerning matters that were within the scope of your responsibilities during your employment with the Company. It is anticipated that most matters can be addressed through phone calls and/or e-mails. Certain matters, however, may require meetings at mutually acceptable times and places. You also agree to cooperate fully with the Company in connection with any existing or future litigation involving the Company to the extent the Company deems your cooperation necessary. In connection with the provision of any such litigation assistance, t he Company will compensate you at a rate equal to your base salary rate in effect as of the Separation Date and will reimburse you for any related reasonable and necessary expenses , such as expenses for travel, lodging, and meals .

assistant: Cooperation
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 remedy conferred upon either party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by either party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in such party’s sole discretion.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: this agreement , as well as any dispute , claim or controversy ( `` claim '' ) that may arise between you and onavo , shall be exclusively governed by the laws of california , united states , without regard to the choice or conflicts of law provisions thereof .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The termination of the Agreement shall not affect Agent’s or any Purchaser’s rights, or any of the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all transactions entered into, rights or interests created or Obligations have been fully paid, disposed of, concluded or liquidated. The security interests, Liens and rights granted to Agent and the Purchasers hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement until all of the Obligations of the Note Parties have been paid in full. Accordingly, each Note Party waives any rights which it may have under the Uniform Commercial Code to demand the filing of termination statements with respect to the Collateral, and Agent shall not be required to send such termination statements to each Note Party, or to file them with any filing office, unless and until this Agreement shall have been terminated in accordance with its terms and all Obligations have been paid in full in immediately available funds. All representations, warranties, covenants, waivers and agreements contained herein shall survive termination hereof until all Obligations are paid in full.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the lawsuit. See id. In its motion for rehearing, the Employees contend that we should construe Section 101.106(e) as applying to official capacity claims for intentional torts because we have held that the Section 101.106(f) does not include official capacity claims for intentional torts. Compare Mission Consol. Indep. Sch. Dist., 253 S.W.3d at 659 (interpreting Section 101.106(e) and stating, “Because the Tort Claims Act is the only, albeit limited, avenue for common- law recovery against the government, all tort theories alleged against a governmental unit, whether it is sued alone or together with its employees, are assumed to be ‘under [the Tort Claims Act]’ for purposes of section 101.106”) with Williams v. Nealon, 199 S.W.3d 462, 466 (Tex.App.-Houston[lst Dist.] 2006) (<HOLDING>); see also Menefee v. Medlen, No. Options: A. recognizing that any claims compensable under the act could not be brought by nonemployee spouse except for intentional tort claims B. holding that this language applies to tort claims brought under the federal tort claims act against a contractor who has a selfdetermination contract C. holding that garcia applies to section 101106 but holding that a declaratory judgment action is not brought under the texas tort claims act D. holding section 101106f cannot be used by employees to obtain dismissal of common law intentional tort claims because those claims could not have been brought under the texas tort claims act E. holding that tort actions brought against a state actor must be brought in the illinois court of claims and the district courts dismissal of such claims was proper

assistant: The best answer is D. holding section 101106f cannot be used by employees to obtain dismissal of common law intentional tort claims because those claims could not have been brought under the texas tort claims act
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: any effect that their interpretation gives to subsection (c)(2). Finally, petitioner’s reliance on the legislative history of § 106(c) is.also misplaced. He points in particular to floor statements to the effect that “section 106(c) permits a trustee or debtor in possession to assert avoiding powers under title 11 against a governmental unit.” See 124 Cong. Rec. 32394 (1978) (statement of Rep. Edwards); id., at 33993 (statement of Sen. DeConcini). The Government suggests that these statements should be construed as referring only to cases in which the debtor retains a possessory or ownership interest in the property that the trustee seeks to recover, Brief for United States 20, and cites as an example this Court’s decision in United States v. Whiting Pools, Inc., 462 U. S. 198 (1983) (<HOLDING>). The weakness in petitioner’s argument is more Options: A. holding that because debtor retained control of property a transfer had not yet occurred B. holding secured creditors refusal to turn over property of debtors estate to debtor upon demand constituted an exercise of control over such property in violation of automatic stay C. holding that the internal revenue service could be required to turn over to bankrupt estate tangible property to which debtor retained ownership D. holding that the debtor could retain exempt property because it was not property of the estate E. holding that the debtor lacked standing to bring a claim against the internal revenue service for the improper assessment of a tax deficiency because the cause of action was the property of the estate and had not been abandoned to the debtor

assistant: The best answer is C. holding that the internal revenue service could be required to turn over to bankrupt estate tangible property to which debtor retained ownership
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties will cooperate reasonably with each other and with their respective Representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and will (a) furnish upon reasonable request to each other such further information, (b) execute and deliver to each other such other documents, and (c) do such other acts and things, all as any other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor under Section 7 or unless such cost or expense is the obligation of the non-requesting Party under this Agreement). Sellers acknowledge and agree that, from and after the Closing, Buyer will be entitled to possession of all documents, books, records (including Tax records), Permits, Governmental Authorizations, certificates of title, agreements, Companies Contracts, Organizational Documents, financial data and all other documents of any sort relating to the Companies (all of the forgoing, the “ Companies Documents ”).

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: to pay. III. Conclusion For the foregoing reasons, we AFFIRM MeCorvey’s convictions and sentences. 1 . The parties stipulated that McCorvey had a prior felony conviction for purposes of the instant § 922(g) charge. Expert testimony established that the firearm and ammunition found in the house traveled in interstate or foreign commerce. 2 . The court denied McCorvey’s motions for post-verdict judgment of acquittal. 3 . McCorvey also challenges the conclusion that the firearm was "in connection with” drug distribution and whether the court plainly erred in imposing a sentence that was sufficient and "a greater sentence should not be necessary.” Upon review, we affirm without further discussion. See United States v. Garcia-Delgado, 184 Fed.Appx. 851 (11th Cir. 2006) (unpublished) (<HOLDING>); United States v. Rhind, 289 F.3d 690, 695 Options: A. holding that sentence is reasonable when the district court properly addresses sentencing factors of 3553a B. holding that the courts statement that the sentence was sufficient and a greater sentence is not necessary did not contradict the requirements of 3553a C. recognizing as reasonable a sentence that is sufficient but no greater than necessary to comport with the goals of 3553a2 D. holding that probation is not a sentence E. recognizing that if a guidelines error did not affect the district courts selection of the sentence imposed the sentence should be affirmed

assistant: The best answer is B. holding that the courts statement that the sentence was sufficient and a greater sentence is not necessary did not contradict the requirements of 3553a
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 term or provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or under any applicable law, rule, or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of this Option hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the Award hereunder shall remain in full force and effect).

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 case excerpt and choose the best holding from the options. Case excerpt: resort to parol evidence is unnecessary. See Glauser Storage, LLC v. Smedley, 2001 UT App 141, ¶¶ 21-23, 27 P.3d 565 (excluding parol evidence tending to indicate that a transaction was intended as a mortgage where a contemporaneous agreement unambiguously indicated that the parties intended to convey a present possessory interest rather than a mortgage). The Note was signed on the same day as the Deed, and the first page of the Note was attached to the Deed to provide the description of the Property. The Note unambiguously identified the Property as security for the loan from BMBT to the Millers and even indicated the parties’ intent for the Millers “to actively engage in selling the [PJroperty during the time of [the] contract” to satisfy the Note. Cf. Bybee, 189 P.2d at 122 (<HOLDING>). We agree with the trial court that, read Options: A. holding that during police interrogation right to remain silent must be invoked unambiguously B. holding that an accused must unambiguously invoke the right to remain silent C. holding a quitclaim deed yields only such interest in land as the grantor had at the time of the making of such deed D. holding that the terms of a contemporaneous contract giving the grantor the right to sell the land unambiguously indicated the parties intent for ownership to remain with the grantor E. holding that when a grantor delivered a deed to one of the cograntees therein telling her to keep it in a box and to deliver it to the proper parties at his death the title passed at that time irrespective of the place where the deed was kept

assistant: The best answer is D. holding that the terms of a contemporaneous contract giving the grantor the right to sell the land unambiguously indicated the parties intent for ownership to remain with the grantor
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: Should the Board of Directors determine that the listing, registration, or qualification of Common Shares upon any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body is necessary or desirable as a condition to or in connection with the issuance or delivery of Common Shares under the Plan, no such Common Shares shall be issued or delivered unless such listing, registration, qualification, consent, or approval has been effected or obtained free of any conditions not acceptable to the Board of Directors. The Company shall not be required to offer, sell, or issue any Common Shares under any Award, whether pursuant to the exercise of an Option or SAR or otherwise, if the offer, sale, or issuance of such Shares would constitute a violation by the Participant, any other individual or entity exercising an Option or SAR, or the Company, the Partnership, or a Subsidiary of any provision of applicable laws, including without limitation any federal or state securities laws or regulations.

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: all of a generic nature and are capable of application to a wide range of contexts. Similarly, the Connecticut Unfair Trade Practices Act ("CUT-PA”) is a general statute that regulates the conduct of all businesses within the state. See Conn. Gen.Stat. § 42-110b(a) ("No person shall engage in unfair methods of competition and unfair or deceptive acts or practices in the conduct of any trade or commerce.”). Although CUTPA may be applied to the insurance industry, to enjoy the protections of McCarran-Ferguson, a statute must be more than just capable of application to insurance, but must have been "enacted ... for the purpose of regulating the business of insurance.” 15 U.S.C. § 1012(b). See Hamilton Life Ins. Co. of N.Y. v. Republic Nat’l Life Ins. Co., 408 F.2d 606, 611 (2d Cir.1969) (<HOLDING>). 7 . In assessing the law of Connecticut, we Options: A. holding that the debtors deposit of funds was not in the ordinary course of business and was for the purpose of creating a setoff right for the bank B. holding that if a statute regulating alcoholic liquors is enacted for economic purposes rather than as a police regulation of the business of selling intoxicating liquors it is unconstitutional C. holding that a statute of general applicability was not enacted for the purpose of regulating the business of insurance D. holding that the mccarranferguson act which bars application of a federal law in the face of a state law enacted for the purpose of regulating the business of insurance did not preclude the concurrent assertion of the federal rico statute and nevada insurance law E. holding pennsylvania statute regulating subrogation is a law regulating insurance

assistant: The best answer is C. holding that a statute of general applicability was not enacted for the purpose of regulating the business of insurance
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: third, [we pay] principal attention to the interest of the party seeking the prejudgment remedy, with, nonetheless, due regard for any ancillary interest the government may have in providing the procedure or forgoing the added burden of providing greater protections. 501 U.S. 1, 11, 111 S.Ct. 2105, 2112, 115 L.Ed.2d 1 (1991). The first factor weighs in Claimants’ favor. See id. at 11, 111 S.Ct. at 2112-13 (listing the “significant” consequences of attachment). Although Plaintiffs point out that SDNTs have a diminished interest in their blocked assets because their ability to alienate that property is already restricted, SDNTs do retain some interest, especially because the possibility of unblocking remains, as occurred with a number of Claimants here. Cf. Bissell, 866 F.2d at 1352-54 (<HOLDING>). As discussed below, delisting does not Options: A. recognizing the continued interest of a criminal defendant in frozen property prior to forfeiture B. holding that the district court properly exercised jurisdiction over a criminal forfeiture action where a state court in a related state court forfeiture proceeding had in personam jurisdiction over the same currency subject to forfeiture C. holding that scope of property subject to forfeiture is defined by the instrument creating an interest in the property D. recognizing criminal forfeiture as an aspect of punishment E. holding that former municipal judge did not have property interest in continued employment

assistant: The best answer is A. recognizing the continued interest of a criminal defendant in frozen property prior to forfeiture
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 FULLEST EXTENT PERMITTED BY LAW, LENDER AND BORROWER HEREBY VOLUNTARILY, UNCONDITIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY LITIGATION OR PROCEEDING IN A STATE OR FEDERAL COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE OTHER TERM LOAN DOCUMENTS OR THE SECURED OBLIGATIONS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION, CLAIMS RELATING TO THE APPLICATION OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM OR DISPUTE HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY), BETWEEN LENDER AND BORROWER.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Seller will use its commercially reasonable efforts to keep confidential all information relating to the terms of this Agreement and all information relating to Purchaser (other than information that is a matter of public knowledge or that has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any Governmental Authority) and such information shall not at any time be used for the advantage of Seller or its representatives or disclosed to third parties (including Facility-based employees) by Seller or its representatives, other than to the extent necessary to consummate the transactions contemplated hereby or as required by Applicable Law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the time when each of its Accounts arises, each Assignor shall be deemed to have represented and warranted that each such Account, and all of Assignor’s records, papers and documents relating thereto (if any) are genuine and what they purport to be, and that all papers and documents (if any) relating thereto (i) will, to the knowledge of such Assignor, represent the genuine, legal, valid and binding obligation of the account debtor evidencing indebtedness unpaid and owed by the respective account debtor arising out of the performance of labor or services or the sale, lease, assignment or other disposition and delivery of the property listed therein, or both, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein (other than copies created for general accounting purposes), (iii) will, to the knowledge of such Assignor, evidence true and valid obligations, enforceable in accordance with their respective terms, and (iv) will be in compliance and will conform in all material respects with all applicable federal, state and local laws and applicable laws of any relevant foreign jurisdiction.

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: The execution and delivery by each Loan Party and of each general partner or managing member (if any) of each Loan Party of each Loan Document to which it is or is to be a party, and the performance of its obligations thereunder, and the consummation of the transactions contemplated by the Loan Documents, are within the corporate, limited liability company or partnership powers of such Loan Party, general partner or managing member, have been duly authorized by all necessary corporate, limited liability company or partnership action, and do not (i) contravene the charter or bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, (A) any Material Contract binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties, or any general partner or managing member of any Loan Party, or (B) solely with respect to each Loan Party, any loan agreement, indenture, mortgage, deed of trust, material lease or other material instrument binding on or affecting such Loan Party or any of its properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The failure of either party to enforce any of the respective rights or remedies hereunder, or to promptly enforce any such rights or remedies, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations hereunder. Any waiver of such right or remedy must be in writing and signed by the party to be bound and must expressly state that such right or remedy has been or thereby is waived. This License is subject to enforcement at law or in equity, including actions for damages or specific performance. Time is of the essence hereof.

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: Neither Party may assign any rights or obligations arising out of this Agreement without the consent of the other Party, which is not to be unreasonably withheld. Notwithstanding the foregoing, Buyer may assign its interests herein to (a) an Affiliate of Buyer on or before Closing or (b) any entity (or directly deed the Land and assign all of the Assets) so long as Buyer or an Affiliate enters into a lease for all of the Land and Improvements and Buyer or an Affiliate operates the Business; however, no such assignment shall relieve the Buyer of its obligations hereunder until Closing; provided, however, with respect to any assignment, if Closing occurs the assigning party (but not the assignee) shall be relieved of all its obligations arising under this Agreement before, on and after Closing. Documents evidencing assignment shall be provided to either Party, as applicable, on or before the earlier of (i) ten (10) days after the effective date of such assignment or (ii) five (5) days before the Closing. For the avoidance of doubt, any provisions herein which state that all or any portion of the Property shall be assigned or transferred “to Buyer” shall be deemed to mean “to Buyer or its assignee”.

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 legal provision and list the applicable contract clause categories. Provision: As a full-time employee you are eligible to participate in all Company benefit plans, which include but are not limited to medical, dental, life, short-term and long-term disability insurance and a 401(k) Plan. Participation in Company benefit plans will be subject to the terms of all applicable plan documents and all Company policies regarding benefits. Additionally, during your first year of employment, you will be entitled to be reimbursed for up to $2,500 for estate. Tax and financial planning expenses.

assistant: Benefits
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: retaliation for his sexual harassment complaints. In addition, the Plaintiff points out that there are no written memoranda or letters in his file documenting any issues with his attendance, either in the summer of 2008 or during any other time period. Furthermore, the Plaintiff argues that Robert Cacciola, another warehouse employee, was never monitored by Ellis or disciplined by Geier, although he had similar attendance issues. Courts have consistently held that one way to establish a claim of retaliation is to show that the complaining employee is treated differently than other employees who did not engage in a protected activity. See Knight v. City of New York, 303 F.Supp.2d 485, 498-99 (S.D.N.Y.2004); see also DeCintio v. Westchester Cty. Med. Ctr., 821 F.2d 111, 115 (2d Cir.1987) (<HOLDING>). Therefore, the Court finds that the Options: A. holding that absent a rational reason for disparate treatment similarlysituated taxpayers should be treated in a similar fashion B. holding that discrimination can be established through other evidence such as disparate treatment of fellow employees who engaged in similar conduct C. holding that the individuals with whom a plaintiff seeks to be compared must have engaged in the same conduct without such differentiating or mitigating circumstances as would distinguish their conduct or the employers treatment of them for it D. holding that title vii does not provide for a damages claim against supervisors or fellow employees E. holding that a causal connection may be established indirectly with circumstantial evidence for example by showing that the protected activity was followed by discriminatory treatment or through evidence of disparate treatment of employees who engaged in similar conduct or directly through evidence of retaliatory animus

assistant: The best answer is B. holding that discrimination can be established through other evidence such as disparate treatment of fellow employees who engaged in similar conduct
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 term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify the Agreement to preserve each Party's anticipated benefits under the 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: Each Loan Party shall maintain adequate licenses, Patents, Copyrights, Trademarks and other Intellectual Property to continue its business as heretofore conducted by it or as hereafter conducted by it unless the failure to maintain any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

assistant: Intellectual 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 Guarantor hereby agrees to defend, indemnify and hold harmless each Guaranteed Creditor from and against any losses, costs or expenses (including, without limitation, reasonable attorneys’ fees and litigation costs) incurred by such Guaranteed Creditor in connection with any Guaranteed Creditor’s collection of any sum due hereunder or its enforcement of its and the other Guaranteed Creditors’ rights hereunder.

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: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 payable by the assigning Lender; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (i) transactions consummated in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm's length transaction with a Person that is not an Affiliate thereof, and that are fully disclosed to the Agents prior to the consummation thereof, if they involve one or more payments by the Parent or any of its Subsidiaries in excess of $200,000 for any single transaction or series of related transactions, (ii) transactions with another Loan Party, (iii) transactions permitted by Section 7.02(e) and Section 7.02(h), (iv) sales of Qualified Equity Interests of the Parent to Affiliates of the Parent not otherwise prohibited by the Loan Documents and the granting of registration and other customary rights in connection therewith, and (v) reasonable and customary director and officer compensation (including bonuses and stock option programs), benefits and indemnification arrangements, in each case approved by the Board of Directors (or a committee thereof) of such Loan Party or such Subsidiary.

assistant: Transactions With Affiliates
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 Chamberlain separately moved to dismiss Mr. Bella’s complaint under Rule 12(b)(6). Raising the defense of qualified immunity, the officers argued as a threshold matter that the complaint failed to state a constitutional claim. They also argued that, even if the complaint did state a constitutional claim, they were still entitled to qualified immunity because their actions were objectively reasonable. The district court held that the complaint stated a claim under the Fourth and Fifth Amendments and that the qualified immunity defense did not otherwise shield the defendants from liability. Making the same arguments they made below, Officers Meyers and Chamberlain now bring this appeal pursuant to Mitchell v. Forsyth, 472 U.S. 511, 530, 105 S.Ct. 2806, 2817, 86 L.Ed.2d 411 (1985) (<HOLDING>). II. Discussion A. Qualified Immunity We Options: A. holding that a district court judgment is not a final judgment appealable by the defendant unless it includes the final adjudication and the final sentence B. holding that order denying motion to dismiss a bankruptcy petition is final under 28 usc 1291 C. holding that the rule 21 severance rendered the district court verdict a final and appealable judgment under 28 usc 1291 D. holding that a denial of a claim of qualified immunity is an appealable final decision E. holding that a district courts denial of a claim of qualified immunity to the extent that it turns on an issue of law is an appealable final decision within the meaning of 28 usc 1291 notwithstanding the absence of a final judgment

assistant: The best answer is E. holding that a district courts denial of a claim of qualified immunity to the extent that it turns on an issue of law is an appealable final decision within the meaning of 28 usc 1291 notwithstanding the absence of a final judgment