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: None of Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee is a party to any agreement or instrument or subject to any restriction for which a default or violation by Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee (as applicable) is reasonably likely to result in a Material Adverse Effect. None of Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower, Operating Lessee, any Individual Property or the Collateral is bound. None of Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower or Operating Lessee is a party or by which Borrower, Equity Owner, Operating Lessee Pledgor, Mortgage Borrower, Operating Lessee, the Properties or the Collateral are otherwise bound, other than (a) in the case of Borrower and Equity Owner. obligations incurred in the ordinary course of the operation of the Collateral as permitted pursuant to clause (w) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, (b) in the case of Mortgage Borrower, Operating Lessee, and Operating Lessee Pledgor, obligations incurred in the ordinary course of the operation of the Collateral as permitted pursuant to clause (w) of the definition of “Special Purpose Entity” set forth in Section 1.1 of the Mortgage Loan Agreement or (c) obligations under or identified in the Loan Documents or Mortgage Loan Documents.

assistant: 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: Executive reaffirms his non-disparagement obligations as set forth in Section 5.5 of the Employment Agreement. The Company will instruct current members of the Company’s Board and the current executive officers of the Company that they shall not at any time disparage, defame or besmirch the reputation, character or image of Executive. It shall not be considered disparagement and nothing in this Agreement is intended to prevent or interfere with any party making any required or reasonable communications with, or providing information to, any governmental, law enforcement, or stock exchange agency or representative, or in connection with any governmental investigation, court, administrative or arbitration proceeding, or as otherwise required by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: With effect on and after the Closing Date and subject to the terms and conditions set forth herein, Seller shall assign, transfer and convey to Buyers, and Buyers shall purchase and acquire from Seller, all of Seller’s right, title, and interest in, to and under the Loan Rights. The conveyance shall be made pursuant to documents substantially in the form of the assignment documents annexed hereto as Exhibit A (Assignment of Loan Documents) and Exhibit B (Allonge). Moreover, on the Closing Date, the Administrative Agent shall be deemed to have resigned its position as administrative agent under the Amended and Restated Credit Agreement dated October 3, 2011, between the Borrower, DD Energy, and upon such resignation, Cortland Capital Market Services LLC (the “ New Administrative Agent ”) shall assume the role as administrative agent thereunder. On or before the Effective Date, (i) each of the parties shall have executed and delivered a counterpart to this Agreement and (ii) the parties shall have executed and delivered all other documents required to effect a transfer of the Loan Rights from Seller to Buyers, including, without limitation, all requisite documentation set forth in this Section 2.01(a), Section 7.03 and Section 7.04. On the Effective Date, Buyers shall deliver the Cash Purchase Price to Seller. Upon payment of the Cash Purchase Price, Buyers shall be deemed to have assumed all of Seller’s liabilities and obligations of every nature whatsoever with respect to the Loan, the Loan Rights and the Loan Documents existing as of the Closing Date. Without limiting the foregoing, effective as of Closing, Buyers shall be solely responsible for the existence of any and all insurance pertaining to the Loan Rights, including casualty and liability insurance coverage relating to the Real Property. The obligations of the parties to consummate the transactions contemplated hereby are subject to the following conditions, any and all of which may be waived in writing, in whole or in part, by each party to the extent permitted by applicable law: (i) each party shall have performed in all material respects all of its obligations set forth herein required to be performed by it on or prior to the Effective Date and (ii) the representations of each party set forth herein shall be true in all material respects as of the Effective Date.

assistant: 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 legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent any such administrative questionnaire as the Administrative Agent may request.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by a criminal defendant or by his counsel for the sole propose of aiding the accused and his counsel in the preparation of his defense”). Appropriately, the attorney-client privilege “extends to interpreters, and to clerks and agents employed by the attorney ... in the business committed to his [or her] charge . . . .” Goddard v. Gardner, 28 Conn. 172, 175 (1859); see id., 175-76 (while recognizing privilege extends to certain court personnel and agents of attorney, court refused to extend privilege to protect communication overheard by attorney’s son, where son was “in no way connected with the case or with the parties” and had “no interest in, or connection with, the professional business of the attorney”); see also Pagano v. Ippoliti, 245 Conn. 640, 650 n.12, 716 A.2d 848 (1998) (<HOLDING>). B In the present case, the parties do not Options: A. holding that agency is provable only by principals conduct and not by subjective beliefs of those dealing with alleged agent B. holding that the lack of evidence of the alleged principals control over the alleged agent precludes the finding of an agency relationship C. recognizing that statements made by agent on behalf of principal to principals attorney may be protected by principals attorneyclient privilege D. holding that a principal is bound by a contract entered into by the principals agent on her behalf if the agent had authority to bind the principal E. holding that it is the principals conduct attitude and knowledge that determines whether an agent had apparent authority

assistant: The best answer is C. recognizing that statements made by agent on behalf of principal to principals attorney may be protected by principals attorneyclient privilege
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All of the direct and indirect subsidiaries of the Company are as set forth in the SEC Reports. Except as set forth in the SEC Reports, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: consider whether Wallace’s petition should be construed as a notice of appeal. Wallace also moves for leave to proceed in forma pauperis. Wallace filed a complaint in the United States Court of Federal Claims, alleging, among other things, that his bankruptcy proceeding amounted to an unlawful taking -of his property. The Court of Federal Claims dismissed Wallace’s complaint on the grounds that it lacked jurisdiction to review a determination of another federal court. This petition for writ of mandamus followed. Although Wallace’s petition is clearly intended as a request for relief in the form of a writ of mandamus, the court has broad discretion to consider whether such filing constitutes a notice of appeal. See Smith v. Barry, 502 U.S. 244, 248, 112 S.Ct. 678, 116 L.Ed.2d 678 (1992) (<HOLDING>). In order to appeal a judgment of the Court of Options: A. holding that the filing of an opening brief within the time period for filing a notice of appeal could constitute notice of appeal B. holding that courts should look at the notice afforded by a document rather than a litigants motivation in filing to determine whether a document constitutes a notice of appeal C. holding that the notice afforded by a document determines its sufficiency as a notice of appeal D. holding that in connection with a motion to dismiss the court may consider a document not attached to the pleadings where the plaintiffs claim depends on the contents of a document the defendant attaches the document to its motion to dismiss and the parties do not dispute the authenticity of the document even though the plaintiff does not explicitly allege the contents of that document in the complaint E. holding that notice to the attorney of record constitutes notice to the petitioner

assistant: The best answer is B. holding that courts should look at the notice afforded by a document rather than a litigants motivation in filing to determine whether a document constitutes a notice of appeal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: From time to time, as and when requested by a party hereto, the other party hereto shall execute and deliver all such documents and instruments and shall take all actions as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Without limitation on the terms of the Loan Documents, Borrower agrees to reimburse Lender for all its cost and expense (including reasonable attorney’ fees and expenses) incurred in connection with this Amendment. Lender, at its discretion, is authorized (i) to charge said fees, costs and expenses to Borrower’s loan account or any of Borrower’s deposit accounts or (ii) to directly invoice Borrower for such amounts.

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 case excerpt and choose the best holding from the options. Case excerpt: may not, under the guise of interpretation, be modified, revised, amended or rewritten.” Syl. Pt. 1, Consumer Advocate Div’n v. Public Serv. Comm’n, 182 W.Va. 152, 386 S.E.2d 650 (1989). As Syncor argues, the purpose of regulations is to give effect to the governing statute; such regulations cannot be used to alter or narrow the statute’s application. See Boley v. Miller, 187 W.Va. 242, 246, 418 S.E.2d 352, 356 (1992) (recognizing that agency’s statutory interpretation is inapplicable where such interpretation “‘is unduly restricted and in conflict with the legislative intent’ ”) (quoting Syl. Pt. 5, in part, Hodge v. Ginsberg, 172 W.Va. 17, 303 S.E.2d 245 (1983)); see also Syl. Pt. 4, Security Nat’l Bank & Trust Co. v. First W.Va. Bancorp, Inc., 166 W.Va. 775, 277 S.E.2d 613 (1981) (<HOLDING>). It is axiomatic that: “Where the language of Options: A. holding that the state board of administration is charged with investing and reinvesting funds of the state retirement system and is clearly an agency as defined by section 1190112 florida statutes B. holding that legislative regulations are given controlling weight unless they are arbitrary capricious or manifestly contrary to the statute C. holding that ijnterpretations of statutes by bodies charged with their administration are given great weight unless clearly erroneous D. holding that the district courts denial of a reduction for acceptance of responsibility is a factual question and should be accorded great deference and should not be disturbed unless clearly erroneous E. recognizing that the bia must defer to the factual findings of the ij unless they are clearly erroneous

assistant: The best answer is C. holding that ijnterpretations of statutes by bodies charged with their administration are given great weight unless clearly erroneous
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 will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (each, a “ Sale/Leaseback Transaction ”); provided that , the Loan Parties may enter into the Northfield Sale/Leaseback Transaction so long as (i) the Loan Parties are in compliance with each of the financial covenants set forth in Article VI after giving effect to such Sale/Leaseback Transaction on a pro forma basis, (ii) no Default or Event of Default shall have occurred and be continuing immediately before and after giving effect to the Northfield Sale/Leaseback Transaction and (iii) proceeds from the sale of the Northfield Property in connection with the Northfield Sale/Leaseback Transaction shall be substantially the same as (or more than) the consideration paid by the Loan Parties for the Northfield Property.

assistant: 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: consistent with innocent conduct and showed “no indicia of criminal activity.” We find, however, that, taken together as a whole, Alston’s actions after he drove by the patrol car were sufficiently suspicious to provide Hixson with the requisite reasonable and articulable suspicion to stop Alston from walking away from the scene. See Terry, 392 U.S. at 22-23, 88 S.Ct. at 1880-81 (concluding that defendant’s “series of acts, each of them perhaps innocent in itself,” in combination warranted further investigation by the police). Hixson’s brief detention of Alston was therefore reasonable to allow the officer to confirm or dispel his suspicion and to maintain the status quo during the course of the lawful roadside investigatory stop. See Hatcher, 14 Va.App. at 491-92, 419 S.E.2d at 259 (<HOLDING>); see also United States v. Mancillas, 183 F.3d Options: A. holding that a police officers brief detention of a passenger who walked away from a lawfully stopped vehicle is warranted to promote the officers significant interest in gaining control of and monitoring a potentially hazardous roadside stop in order to conduct his lawful investigation particularly when events subsequent to the lawful traffic stop focus suspicion on the passenger B. holding that fourth amendment rights of a passenger of a legally stopped vehicle were not violated by police officers instruction that he remain inside the vehicle during traffic stop after passenger repeatedly tried to exit C. holding police officers making a traffic stop could order passengers out of the stopped car D. holding that an officer may order a passenger out of a vehicle during a stop for a traffic infraction E. holding that police officer was not justified in detaining a passenger who exited and began to walk away from a lawfully stopped vehicle absent an articulated reason as to why it was necessary to detain the passenger for the officers safety

assistant: The best answer is A. holding that a police officers brief detention of a passenger who walked away from a lawfully stopped vehicle is warranted to promote the officers significant interest in gaining control of and monitoring a potentially hazardous roadside stop in order to conduct his lawful investigation particularly when events subsequent to the lawful traffic stop focus suspicion on the passenger
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: Thus, a refusal to reconsider may be overturned if the record makes manifest “that the court below committed a clear error of judgment in the conclusion it reached upon a weighing of the relevant factors.” Id. at 528-29. So it is here. The district court, apparently influenced both by the ambiguity contained in the motion for a temporary restraining order and by DOE’s self-serving argument, erroneously concluded that the abatement of the lease controversy accorded the Institute all the relief that it sought. The motion for reconsideration, however, made it clear that the court had misinterpreted an admittedly prolix, hard-to-read pro se pleading. Under those circumstances, the interests of justice required that the court reconsider and modify its earlier order. Cf. id. at 529 (<HOLDING>). III. CONCLUSION We need go no further. For Options: A. holding that a motion for reconsideration should not be based on evidence that was readily available at the time the motion was heaid B. holding that notice of appeal did not divest the district court of jurisdiction at the time it was filed because a motion for reconsideration was pending C. holding issue raised for first time in motion for reconsideration constituted waiver D. holding that it was not an abuse of discretion to deny a motion for reconsideration where the motion presented nothing new and merely rephrased allegations in the complaint E. holding that when feeseekers submission on motion for reconsideration corrected deficiencies in original fee application tjhere was insufficient reason to deny reconsideration merely because the movants had erred the first time around

assistant: The best answer is E. holding that when feeseekers submission on motion for reconsideration corrected deficiencies in original fee application tjhere was insufficient reason to deny reconsideration merely because the movants had erred the first time around
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 agree that a violation of any of the provisions of Sections 12, 13, 15, and 16 hereof, will cause irreparable harm and damage to the other Party, the exact amount of which will be impossible to ascertain and, for that reason, they each agree that the non-breaching Party will be entitled to injunctive relief, restraining any violation of said Sections by the other Party, and any person, firm or corporation associated with them, such right to be cumulative in addition to all of the remedies available to the non-breaching Party. The Parties intend for the covenants set forth in Sections 12, 13, 15 and 16 hereof to be enforceable to the maximum extent permitted by law and to continue to be enforceable after the termination of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in separate counterparts (and may be delivered by means of facsimile transmission or electronic transmission in portable document format), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

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: As soon as practicable following the sending or receipt thereof by the Company or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to (a) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (b) any material Release required to be reported to any Government Instrumentality, and (c) any request for information from any Governmental Instrumentality that suggests such agency is investigating whether Company or any of its Restricted Subsidiaries may be potentially responsible for costs arising out of any Hazardous Materials Activity.

assistant: Releases
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: 120-day expert report deadline. See id. § 74.052(a). Section 74.052(a) states that a plaintiffs failure to provide proper authorization for release of medical information “shall abate all further proceedings against the [defendant] until 60 days following receipt ... of the required authorization.” Id. Although Regis had previously asked for medical records, she did not provide HCHD the proper authorization form until December 9, 2004. Thus, she argues the case should have been abated until 60 days after December 9, 2004, which would also toll the 120-day period for service of her expert report by 60 days. However, an abatement of the proceedings under section 74.052(a) does not toll or extend the 120-day period for filing an expert report. Cf Emeritus, 2006 WL 1466542, at *7, at 327 (<HOLDING>). As the court in Emeritus reasoned, if Options: A. holding that the circuit judge did not have the authority to extend the thirtyday time limit for filing a notice of appeal B. holding agreed abatement to allow compliance with 60day notice requirement of section 74051a did not extend 120day deadline or constitute an agreement of the parties to extend C. holding that after dismissal plaintiffs may refile suit after compliance with rcras 60day notice requirement D. holding 11 usc 108b2 applied to extend unexpired 60day period to file notice of appeal to 60 days after order for relief but that appeal was untimely E. holding 108c2 applied to extend the deadline to file a notice of appeal in state court until at least 30 days after notice of the stays termination or expiration

assistant: The best answer is B. holding agreed abatement to allow compliance with 60day notice requirement of section 74051a did not extend 120day deadline or constitute an agreement of the parties to extend
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: bankruptcycourts/bankruptcybasics/ ehap-terll.html (as visited June 18, 2008, and available in Clerk of Court’s case file). Accord, In re Hechinger Inv. Co. of Del., 254 B.R. 306, 320 (Bkrtcy.D.Del.2000) (noting it may run “a year or two”). And a firm (or its assets) may have more value (say, as a going concern) where sale takes place quickly. As the District Court in this case acknowledged, “there are times when it is more advantageous for the debt- or to begin to sell as many assets as quickly as possible in order to insure that the assets do not lose value.” In re Piccadilly Cafeterias, Inc., 379 B.R. 215, 224 (S.D.Fla.2006) (internal quotations marks and alteration omitted). See, e.g., In re Webster Classic Auctions, Inc., 318 B.R. 216, 219 (Bkrtcy.M.D.Fla.2004) (<HOLDING>); In re Medical Software Solutions, 286 B.R. Options: A. holding confirmation vested property in the debtor and therefore properly of the estate was not liable for postconfirmation taxes incurred by debtor B. holding appeal not moot when court could order debtor to return to the estate postconfirmation distributions of pension plan assets C. holding that a plan must be amended to provide for payment of a priority tax claim proof of which was timely filed postconfirmation to conform with 11 usc 1322a2 D. recognizing the inestimable benefit to a chapter 11 estate to sell a piece of property at the most opportune time whether pre or postconfirmation as opposed to requiring all concerned to wait for a postconfirmation sale in order to receive the tax relief congress obviously intended E. holding after comprehensive analysis that the postconfirmation dismissal of a chapter 11 case does not vacate the order of confirmation or revoke the debtors discharge

assistant: The best answer is D. recognizing the inestimable benefit to a chapter 11 estate to sell a piece of property at the most opportune time whether pre or postconfirmation as opposed to requiring all concerned to wait for a postconfirmation sale in order to receive the tax relief congress obviously intended
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: equal protection.” City of Cleburne, 473 U.S. at 439-40, 105 S.Ct. at 3254. The State cites no case which holds that these levels of scrutiny define the limits of Congress’s power to enforce the Fourteenth Amendment. In our holding with respect to the ADA, moreover, we follow Congress’s own determination of its powers. In enacting the ADA, Congress announced that it was acting-pursuant to its Fourteenth Amendment powers. See 42 U.S.C. § 12101(b)(4). Although “the constitutionality of action taken by Congress does not depend on recitals of power which it undertakes to exercise,” Woods v. Cloyd W. Miller Co., 333 U.S. 138, 144, 68 S.Ct. 421, 424, 92 L.Ed. 596 (1948), we give great deference to congressional statements. See, e.g., Wilson-Jones v. Caviness, 99 F.3d 203, 210 (6th Cir.1996) (<HOLDING>), amended on other grounds, 107 F.3d 358 (6th Options: A. holding that bankruptcy jurisdiction is not within section 5 of the fourteenth amendment B. holding that the retaliation provision of title vii is an adequate exercise of congress authority under section 5 of the fourteenth amendment C. holding that congress may abrogate a states immunity pursuant to its enforcement power under 5 of the fourteenth amendment D. holding that a clear indication from congress is the simplest way to show that a statute is enacted under the fourteenth amendment E. recognizing that facially neutral statute may contravene the fourteenth amendment if enacted with discriminatory purpose

assistant: The best answer is D. holding that a clear indication from congress is the simplest way to show that a statute is enacted under the fourteenth amendment
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: (1999). A jury must find the existence of at least one statutory aggravating factor before it can even consider proposed non-statutory factors, a prosecutor can only argue those nonstatutory aggravating factors for which the defendant has been given prior notice, a nonstatutory aggravating factor itself must conform with due process jurisprudence, and a district judge is required to screen out any irrelevant and unduly prejudicial information a prosecutor may try to introduce to the jury in order to prove a nonstatutory aggravating factor. Id. at 240. We agree with the Fifth Circuit that these limitations provide intelligible principles which constrain a prosecutor’s discretion such that the delegation is not unconstitutional. United States v. Paul, 217 F.3d 989, 1003 (8th Cir.2000) (<HOLDING>); See also United States v. Tipton, 90 F.3d Options: A. recognizing that there is an outer limit to congresss power under the commerce clause B. recognizing the delegation of authority to the united states attorneys C. recognizing in the psc context that a legislative delegation of power to a legislative or executive agency permitting an agency to declare what the law is violates floridas separation of powers doctrine D. holding that the prosecutors authority to define nonstatutory aggravating factors is a constitutional delegation of congresss legislative power E. recognizing the medicare statutes broad delegation of authority

assistant: The best answer is D. holding that the prosecutors authority to define nonstatutory aggravating factors is a constitutional delegation of congresss legislative power
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 Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one agreement. To facilitate execution of this Amendment, the parties may execute and exchange facsimile or e-mailed pdf counterparts of the signature pages and such counterparts shall serve as originals.

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: Lessee acknowledges that the terms and conditions of this Lease are to remain confidential for Lessor’s benefit, and may not be disclosed by Lessee to anyone, by any manner or means, directly or indirectly, without Lessor’s prior written consent; provided, however, Lessee may disclose the terms and conditions of this Lease if required by law or court order, and to its attorneys, accountants, employees and existing or prospective financial partners provided same are advised by Lessee of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof (in each case, prior to disclosure). Lessee shall be liable for any disclosures made in violation of this Section 12.5 by Lessee or by any entity or individual to whom the terms of and conditions of this Lease were disclosed or made available by Lessee. The consent by Lessor to any disclosures shall not be deemed to be a waiver on the part of Lessor of any prohibition against any future disclosure.

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: Serviceco’s responsibilities shall not include the preparation of any regulatory application, or maintenance or construction activities related to an expansion of the PNGTS Pipeline (a “Facilities Expansion”). Any activities related to the planning and construction of a Facilities Expansion, including design, regulatory and environmental authorizations and applications, equipment purchases, construction management and land acquisition shall be considered Additional Services. If a Facilities Expansion is proposed and built by the Partnership, the Parties’ responsible executive officers will meet to negotiate an increase in the fees for the services provided pursuant to this Agreement based on the additional operational requirements of the PNGTS Pipeline, and, if the Parties are not able to agree on an increased fee within four days of the commencement of negotiations, either party may require that the increased fee set by binding commercial arbitration in using the procedures set out in Section 12 of the Partnership Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party agrees to keep the Confidential Information confidential. Each party shall limit disclosure of the Confidential Information to its employees, directors, officers, consultants, contractors, attorneys, advisors and agents who otherwise have a need to know the Confidential Information in connection with its business and provided that are advised of and agree to the obligations contained in this Section 10.1. Each party shall use at least the same degree of care in handling the Confidential Information as it uses with regard to its other confidential information, and, at a minimum, shall use reasonable care to protect the Confidential Information. The obligations of this Section 10.1 are continuing in nature and shall survive termination or expiration of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: constituted a security. Chapman argues that Hines "told the jury that the transaction at issue would constitute a security" by testifying that promissory notes and "notes that are issued for investment purposes and are not collateralized" are seeu-rities. 120 Hines testified that there are "two different forms" of securities-those that are explicitly enumerated in the Utah Code as a security, see Utah Code Ann. § 61-I-13(1)(ee) (LexisNexis 2011), and those "that need an explanation in which elements ar determining that a witness's testimony should have been excluded where the witness connected his opinion testimony "to the requirements of Utah law" and answered "a specific question" on the verdict form (citations and internal quotation marks omitted)), and Stringham, 957 P.2d at 607 (<HOLDING>). Accordingly, the trial court did not abuse Options: A. holding that the trial court erred in permitting the prosecutor to pose a hypothetical seenario to an expert witness consisting of the exact actions of which the defendant was accused in order to ask the expert to give an opinion as to whether the actions were illegal emphasis omitted B. recognizing that the expert was particularly qualified to give his opinion C. holding that it is well established that whether an employees actions were within the scope of employment is a question of fact and even if some of the actions were unauthorized the question of whether the actions were within the scope of employment is for the jury D. holding that an expert that had provided consulting services to the defendant relating to the litigation was not precluded from serving as an expert for the plaintiff E. holding that using the opinions of an expert that were not testified to during trial which were irrelevant and solely used to destroy the credibility of the expert was not admissible

assistant: The best answer is A. holding that the trial court erred in permitting the prosecutor to pose a hypothetical seenario to an expert witness consisting of the exact actions of which the defendant was accused in order to ask the expert to give an opinion as to whether the actions were illegal emphasis 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: this Agreement, [Star Broadcasting] and [Hale] each agrees to waive the defense that [Qantum] has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of specific performance as a remedy. (D.E. No. 118, Exh. 2 at 32-33). This Court agrees with Plaintiffs observation that it is well-settled that parties are free to choose their own remedies in a contract and that courts can enforce such remedies. See, e.g., Media Gen. Broad., Inc. v. Pappas Telecasting, 152 F.Supp.2d 865, 869 (W-D.N.C.2001) (enforcing plain language of parties’ contract and ordering specific performance because “parties [are] free to shape their remedies according to their particular needs[.]”); Ocean Dunes Devel. Corp. v. Colangelo, 463 So.2d 437, 439 (Fla. 4th DCA 1985) (<HOLDING>) (citing Jay Vee Realty Corp. v. Jaymar Acres, Options: A. holding that statute of limitations is tolled by pursuit of internal union remedies even where those remedies are ultimately determined to be futile B. holding that the remedies are exclusive C. holding that tjhere is no question that parties to a contract may agree to limit their respective remedies and that those remedies need not be the same if the contract provision is reasonable D. holding that if adequate administrative remedies are available it is improper to seek relief in court before those remedies are exhausted E. holding that dc circuit has no jurisdiction to determine remedies under standard contract

assistant: The best answer is C. holding that tjhere is no question that parties to a contract may agree to limit their respective remedies and that those remedies need not be the same if the contract provision is reasonable
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: wrong. See Miller-El v. Cockrell, 537 U.S. 322, 336, 123 S.Ct. 1029, 154 L.Ed.2d 931 (2003); Slack v. McDaniel, 529 U.S. 473, 484, 120 S.Ct. 1595, 146 L.Ed.2d 542 (2000); Rose v. Lee, 252 F.3d 676, 683 (4th Cir.2001). We have independently reviewed the record and conclude that Moody has not made the requisite showing. Accordingly, we deny leave to proceed in forma pauperis, deny a certificate of appealability and dismiss the appeal. We dispense with oral argument because the facts and legal contentions are adequately presented in the materials before the court and argument would not aid the decisional process. DISMISSED * We do not address Moody’s illegal vehicle stop claim as this claim is raised for the first time on appeal. See Muth v. United States, 1 F.3d 246, 250 (4th Cir.1993) Options: A. holding that absent exceptional circumstances arguments not raised before the bankruptcy court in the first instance are waived B. holding that issues raised for first time on appeal generally will not be considered absent exceptional circumstances of plain error or fundamental miscarriage of justice C. holding that issues raised for the first time on appeal are generally waived absent exceptional circumstances D. holding claims raised for first time on appeal will not be considered absent exceptional circumstances E. holding that issues raised for the first time on appeal will not be considered absent exceptional circumstances of plain error or fundamental miscarriage of justice

assistant: The best answer is C. holding that issues raised for the first time on appeal are generally waived absent exceptional circumstances
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: those guilty verdicts against Muller (on Counts IV and V) were their independent verdicts. Wrensford moved for a mistrial as to Counts III and IV and Muller moved for a mistrial as to all counts. In response, the District Court excused the jury to discuss with the parties whether it should deliver a jury instruction directing the jury to rede-liberate on Counts III and IV for Wrens-ford and Count I for Muller. D ir. 1994) (ruling that an illegal ■ arrest occurred when officers stopped a cab in which the defendant was riding on an interstate •highway, read him his Miranda rights, and brought him to an airport police station in a police cruiser, and noting that “(w]hile [the defendant] was not taken from his home to the police station, he was taken ‘forcibly' from -36 (9th Cir. 1984) (<HOLDING>). Not every transportation by police, however, Options: A. recognizing that a prosecutors office is an entity and that information in the possession of one attorney in the office must be attributed to the office as a whole B. holding that the defendants unlawful arrest in his hotel room rendered his subsequent consent to the search of his room invalid even though he signed a consent form allowing the search after his arrest because the government completely failed to address whether there was a break in the causal relationship between the unlawful arrest and the subsequent search C. holding that the court of appeals erred in declining to consider whether the arrest was illegal and whether the consent was tainted by the potentially illegal police activity D. holding that escorting the defendant from a baggage claim area to a dea office approximately 75 yards away was an arrest and that his consent to the search of his bag in that office was tainted by the illegal seizure E. holding that an employee had a legitimate expectation of privacy in his office even though the papers seized from the office were not the property of the employee

assistant: The best answer is D. holding that escorting the defendant from a baggage claim area to a dea office approximately 75 yards away was an arrest and that his consent to the search of his bag in that office was tainted by the illegal seizure
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 Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such deficiency.

assistant: 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: All notices and other communications hereunder shall be in writing, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified in writing to the other Party hereto, in accordance with this Section 13(e).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance by such Member of this Agreement and the consummation of the transactions contemplated hereby do not (A) conflict with or result in a breach of any provisions of the organizational documents or other governing documents of such Member, (B) result in a default or the creation of any Encumbrance or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any material contract, note, bond, mortgage, indenture, license or other material agreement to which any such Member is a party or by which such Member may be bound (except for this Agreement) or (C) violate any Law applicable to such Member, except in the case of clauses (B) and (C) where such default, Encumbrance, termination, cancellation, acceleration or violation would not have a material adverse effect on such Member.

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: FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE BORROWER AND EACH OTHER OBLIGOR HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH LENDER, EACH AGENT, THE ARRANGER, THE ISSUING BANK, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND EXPERTS) AND AFFILIATES (COLLECTIVELY THE “ RELEASED PARTIES ” AND INDIVIDUALLY A “ RELEASED PARTY ”) FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN EACH CASE, ON OR PRIOR TO THE EIGHTH AMENDMENT EFFECTIVE DATE AND ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS EIGHTH AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “ RELEASED MATTERS ”). THE BORROWER AND EACH OTHER OBLIGOR, BY EXECUTION HEREOF, HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 5.10 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS.

assistant: Releases