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: This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general principles of equity.

assistant: Authorizations
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: interference claim. See, e.g., Golden v. Kelsey-Hayes Co., 878 F.Supp. 1054 (E.D.Mich.1995) (Gadola, J.), aff'd, 73 F.3d 648 (6th Cir.1996). In the instant case, there is no dispute that plaintiffs business relationship with defendant Health Management Systems of America was created and governed by the CBA between defendant and UAW Local 412. See Exh. D to defendants’ brief. In order to determine whether plaintiff has established the first and third elements of his prima facie case of tortious interference, the Court must examine and interpret the governing CBA controlling the terms of plaintiffs employment. As such, plaintiffs claim of tortious interference is preempted under the LMRA. See Morris v. Ambassador Nursing Home, Inc., 845 F.Supp. 1164, 1167 (E.D.Mich.1994) (Gadola, J.) (<HOLDING>). With respect to Counts II and III, plaintiff Options: A. holding that the plaintiff stated a claim for tortious interference B. holding that a complaint for interference with a collective bargaining agreement against a nonparty to that agreement is not actionable under 301a of the lmra C. holding section 301 preempted plaintiffs claim for tortious interference with contract because that claim would require interpretation of a collective bargaining agreement D. holding that the lmra preempted plaintiffemployees claim under michigan law for tortious interference with contractual relations breach of contract is an essential element of a tortious interference claim and resolution of such claim would require the court to interpret collective bargaining agreement to determine if that agreement had been breached E. holding that the statute of limitations for a claim of tortious interference with contractual relations begins to run when the contract in question has been breached

assistant: The best answer is D. holding that the lmra preempted plaintiffemployees claim under michigan law for tortious interference with contractual relations breach of contract is an essential element of a tortious interference claim and resolution of such claim would require the court to interpret collective bargaining agreement to determine if that agreement had been breached
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: Such Loan Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. Such Loan Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify would 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 legal provision and list the applicable contract clause categories. Provision: This Note may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof and thereof may be waived, only by a written instrument executed by Holder and the Company.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in a case involving a yielding motorcyclist-rather than section 41-6a-904, which requires vehicles to yield to emergency vehicles and includes a subsection stating this does not eliminate the duty of emergency vehicle operators to others on the road-when considering an emergency vehicle operator's duty, further affirming this conclusion. Willden v. Duchesne Cnty., 2009 UT App 213, 193, 4, 6-15, 217 P.3d 1143. 16 . Urtag Cons § 41-6a-212(1)(b). 17 . See Richards, 2012 UT 14, ¶ 23, 274 P.3d 911. 18 . See, eg., Estate of Day v. Willis, 897 P.2d 78, 81 n. 7 (Alaska 1995) ("We do not interpret these sections as establishing a duty to protect fleeing offenders. Rather, these provisions focus on the safety of innocent third parties."); Bryant v. Beary, 766 So.2d 1157, 1160 (Fla.Ct.App.2000) (<HOLDING>); City of Winder v. McDougald, 276 Ga. 866, 583 Options: A. holding that such a duty exists B. holding that these statutes are not intended to create a duty where none exists but to preserve any that do exist C. recognizing that whether a duty exists is a question of law for the courts D. holding these two statutes are not criminal offenses and only affect sentencing E. holding that claims under 1983 1985 and 1986 are barred for the further reason that these statutes create rights solely against persons and a state is not considered a person under these statutes

assistant: The best answer is B. holding that these statutes are not intended to create a duty where none exists but to preserve any that do exist
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 Units shall be delivered hereunder to or in respect of a Participant unless the amount of all federal, state and other governmental withholding tax requirements imposed upon the Company or an Affiliate with respect to the issuance of such Units has been remitted to the Company or an Affiliate or unless provisions to pay such withholding requirements have been made to the satisfaction of the Committee. The Participant shall satisfy such tax withholding by having the Company or an Affiliate withhold Units otherwise deliverable hereunder, having a Fair Market Value equal to the minimum required tax withholding rate. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with this Award.

assistant: Withholdings
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 IP Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of the Manitowoc ParentCo Board of Directors without the approval of any person or entity, including SpinCo, in which case no party will have any liability of any kind to any other party by reason of this IP Agreement. After the Distribution, this IP Agreement may not be terminated except by an agreement in writing signed by each of the parties to this IP Agreement.

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: clear that he or she is free to do so. “Certainly few motorists would feel free ... to leave the scene of a traffic stop without being told they might do so.” Berkemer v. McCarty, 468 U.S. 420, 436, 104 S.Ct. 3138, 3148, 82 L.Ed.2d 317, 332 (1984). To leave the scene of a traffic stop without express permission would risk being pursued and stopped again. For instance, in this case, if the appellant would have ignored the trooper’s request to produce her license and vehicle registration and driven away from the scene, without first receiving express permission to do so, the trooper mostly likely would have viewed that as evidence of flight and consciousness of guilt sufficient to warrant another investigative stop of her vehicle. See State v. Hernandez, 954 S.W.2d 639, 644 (Mo.App.1997) (<HOLDING>). As stated by the United States Supreme Court Options: A. holding that reasonable suspicion justifies an investigatory detention B. holding that circumstances created reasonable suspicion for investigatory stop C. holding that a tip may provide the reasonable suspicion necessary to justify an investigatory stop D. holding that flight from police can help establish reasonable suspicion for an investigatory stop E. holding that reasonable suspicion is required to prolong a traffic stop after the purpose for which the investigatory stop was instituted has been accomplished

assistant: The best answer is D. holding that flight from police can help establish reasonable suspicion for an investigatory stop
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on behalf of himself and others similarly situated, filed a complaint against Jeffrey G. Lerman and Jeffrey G. Lerman, P.C., (the “Defendants” or “Lerman”), alleging that, while acting in the capacity of debt collector, the Defendants sent him a debt collection letter (the “Letter”) that violates the Fair Debt Collection Practices Act (“FDCPA”), 15 U.S.C. § 1962. Presently before the Court is a motion by the Defendants to dismiss the class action complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure (“Fed. R. Civ.P.”) for failure to state a claim upon which relief can be granted. I. BACKGROUND The following facts are derived from the complaint and the Letter which is attached to the complaint as exhibit A. See Rothman v. Gregor, 220 F.3d 81, 89 (2d Cir.2000) (<HOLDING>). On or about August 19, 2005, the Defendants Options: A. holding that 1 the complaint is deemed to include any documents incorporated in it by reference and any document upon which it solely relies and which is integral to the complaint and that the court may consider such documents on a motion to dismiss pursuant to fedrcivp 12b6 B. holding that a court in deciding a rule 12b6 motion may consider a document that is incorporated by reference into the complaint C. holding that for the purpose of deciding a motion to dismiss the complaint includes any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference D. holding that a written statement could not be regarded as an affidavit sufficient in law for any purpose because it was not sworn to by any one or before any officer E. holding that it was appropriate for the district court to refer to the documents attached to the motion to dismiss since the documents were referred to in the complaint

assistant: The best answer is C. holding that for the purpose of deciding a motion to dismiss the complaint includes any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference
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 bringing suit in this Court, and Plaintiffs failed to do so, the Court now turns to the question of whether exhaustion should be excused in this case. Exhaustion under the IDEA is not required where resorting to administrative remedies would prove futile or the available relief is inadequate. N.B. v. Alachua County Sch. Bd., 84 F.3d 1376, 1379; M.T.V., 446 F.3d at 1159. “The burden of demonstrating futility is on the party seeking exemption from the exhaustion requirement.” M.T.V., 446 F.3d at 1159. Plaintiffs contend that the alleged injuries cannot be redressed by the IDEA’S administrative process and that exhaustion is futile because their claims are for monetary damages for past injuries, and are not education based. Plaintiffs have not demonstrated t , 1275-76 (9th Cir.1999) (<HOLDING>). Here, the Complaint is devoid of allegations Options: A. holding school district hable for teachers sexual harassment of student only upon knowing failure to act B. holding that provision requiring exhaustion within two years of injury was not jurisdictional and was subject to tolling C. holding that the district was not liable under respondeat superior for a teachers sexual assault of a student even though it occurred on school grounds and during school hours because the criminal misconduct was not within the scope of the teachers employment D. holding that a teachers consensual sexual relationship with a fifteenyearold student constituted a violation of the students substantive due process rights E. holding that exhaustion was unnecessary where a student was physically tortured by two teachers because of his disability

assistant: The best answer is E. holding that exhaustion was unnecessary where a student was physically tortured by two teachers because of his disability
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: there, provided a further nesting place for mosquitoes. Failing ‘to repair Nami’s equipment or mow the grass and weeds were negligent acts by Union Pacific that created conditions that allowed mosquitoes to swarm and bite Nami. Thus, under the facts of this case, we cannot conclude that the doctrine of ferae naturae precludes Nami’s recovery. Because there was evidence that Union Pacific negligently created the conditions that attracted the mosquitoes, Union Pacific retained a duty to warn. See Nicholson, 986 S.W.2d at 62; see also Mintzer, 417 S.W.3d at 695. The trial court did not err in denying Union Pacific’s motion for judgment notwithstanding the verdict on this basis. C. Common Law Duty to Warn of Commonly-Known or Common Sense Hazards Union Pacific .W.3d 566, 569 (Tex. 2007) (<HOLDING>); Aleman v. Ben E. Keith Co., 227 S.W.3d 304, Options: A. holding that a fastfood employer had no duty to warn an employee that it was obviously dangerous to use a ladder to climb over a lift gate B. holding that a grocery store employer had no duty to warn an employee that placing his hand in the doorjamb of a customers car is an obvious danger C. holding that engineering firm whose work was dictated by and complied with contractual specifications had no duty to warn of dangerous condition on premises D. holding that a general contractor owed no duty to an employee of a subcontractor to warn of dangers of electrocution E. holding that a failure to warn was not a policy judgment

assistant: The best answer is A. holding that a fastfood employer had no duty to warn an employee that it was obviously dangerous to use a ladder to climb over a lift gate
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: acknowledge that Garcetti addresses mostly free speech claims, as opposed to political affiliation or freedom of association claims: But Garcetti’s concerns about the "delicate balancing" of public-employee rights and government flexibility, as well as its anxiety about “judicial intervention in the conduct of governmental operations,” are not applicable only in the free speech context. 547 U.S. at 423, 126 S.Ct. 1951. Those concerns, for example, also underlie the so-called policymaker exception: the principle that political affiliation, for certain public employees, is an "appropriate requirement for continued tenure.” O’Connell, 724 F.3d at 126 (quoting Rosenberg v. City of Everett, 328 F.3d 12, 18 (1st Cir, 2003)); see also Maymí v. P.R, Ports Auth., 515 F.3d 20, 27 (1st Cir. 2008) (<HOLDING>). 6 . Speaker Eves cites several other Options: A. holding that independent contractor claiming removal from city towing rotation list because of political affiliation was not protected by first amendment B. recognizing that both an officials political affiliation and her substantive views on agency matters are permissible justifications for firing or demotion when she occupies a policymaking role citing flynn v city of boston 140 f3d 42 47 1st cir 1998 C. holding that first amendment prohibits government officials from discharging or threatening to discharge lowerlevel public employees based on their political affiliation D. holding that independent contractor claiming termination of contract because of political affiliation not protected by first amendment E. recognizing a life tenants power to lease not only her present interest in the land she occupies but also a future interest she owns in the same land

assistant: The best answer is B. recognizing that both an officials political affiliation and her substantive views on agency matters are permissible justifications for firing or demotion when she occupies a policymaking role citing flynn v city of boston 140 f3d 42 47 1st cir 1998
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 Pledgor hereby agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby, or to enable Agent or any of its agents to exercise and enforce its rights and remedies under this Agreement with respect to any portion of such collateral.

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: 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 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 Ultimate Parent or any of its Subsidiaries in excess of $100,000 for any single transaction or series of related transactions, (ii) transactions with another Loan Party, (iii) transactions permitted by Section 7.02(b), Section 7.02(e) and Section 7.02(h), (iv) sales of Qualified Equity Interests of Ultimate Parent to Affiliates of Ultimate 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 legal provision and list the applicable contract clause categories. Provision: The issuance of the Warrant Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such Warrant Shares, shall be made without charge to the Holder for any tax or other charge of whatever nature in respect of such issuance and the Company shall bear any such taxes in respect of such issuance.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than as set forth on Schedule 6 attached hereto, neither Borrower nor any Affiliate (a) has or holds any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property (collectively, “ Intellectual Property ”) with respect to the Property or the use or operations thereof or (b) is the registered holder of any website with respect to the Property (other than Tenant or Franchisor websites).

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 case excerpt and choose the best holding from the options. Case excerpt: been isolated for over five years, with only a few months of relief in the interim. # * * The duration of Bailey’s confinement is a necessary component in the Sandin analysis. We therefore vacate the JUDGMENT dismissing Bailey’s complaint and REMAND the case where it can be determined whether Bailey is still subject to the conditions he challenges. The court can then assess whether, in light of conditions and duration of the segregated confinement, Bailey has sufficiently alleged a state-created liberty interest in his custodial classification. * Pursuant to 5th Cir. R. 47,5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5th Cir. R. 47.5.4. 1 . Spears v. McCotter, 766 F.2d 179 (5th Cir.1985) (<HOLDING>), overruled on other grounds by Neitzke v. Options: A. holding that an evidentiary hearing can be used in pro se cases in place of a typical requirement for a more definite statement B. holding a court can restrict future pro se pleadings if it first provides a pro se litigant notice and an opportunity to respond C. holding that an evidentiary hearing may be used to develop the factual basis of a prisoner complaint D. holding that upon a demon stration of abuse a court can restrict future pro se pleadings if it first provides a pro se litigant reasonable notice and an opportunity to respond E. holding that although pro se briefs are liberally construed even pro se litigants must brief arguments in order to preserve them

assistant: The best answer is A. holding that an evidentiary hearing can be used in pro se cases in place of a typical requirement for a more definite statement
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 (i) Executive materially fails to comply with or otherwise materially breaches any of the promises, representations, or releases in this Agreement, (ii) the Company delivers written notice to Executive that specifically identifies the event that the Company believes constitutes such non-compliance or breach, and (iii) Executive fails to cure such behavior within thirty (30) days following delivery of such notice, then the Company may stop any payments or benefits otherwise owing under this Agreement to the extent of the monetary damages sustained by the Company and may seek additional relief or remedy as provided under applicable law.

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: If the Executive terminates employment voluntarily before attaining age fifty-five (55) or becoming Vested for reasons other than death or Disability, the Company shall have no obligation to pay, and the Executive shall have no right to receive, any retirement benefit under this Agreement whatsoever. In the event of the Executive’s involuntary termination of employment (other than for Cause) at any time, the benefit payable to the Executive shall be determined as set forth in Section 3.1, and the Executive’s benefit shall commence at age fifty-five (55) if the Executive then survives. In the event the Executive does not then survive, the Executive’s Surviving Spouse shall be entitled to the benefit under Section 3.2, if the Surviving Spouse then survives.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: we may include or recommend third party resources , materials and developers and/or links to third party websites , content and applications as part of , or in connection with , the service .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Texas Juvenile Justice Department after previously adjudicating him delinquent for committing the felony offense of assault on a public servant. See Tex. Fam. Code Ann. § 54.03 (West 2014), § 54.04 (West Supp. 2016); Tex. Penal Code Ann. §§ 22.01(a)(1), (b)(1) (West Supp. 2016). Appellant’s court-appointed appellate counsel has filed a motion to withdraw and a brief in support of that motion, in which he states that he has reviewed the record and believes the appeal is frivolous. Counsel’s brief and motion meet the requirements of Anders v. California by presenting a professional evaluation of the record demonstrating why there are no arguable grounds for relief. See 386 U.S. 738, 87 S.Ct. 1396, 18 L.Ed.2d 493 (1967); In re D.A.S., 973 S.W.2d 296, 299 (Tex. 1998) (orig. proceeding) (<HOLDING>). Appellate counsel notified appellant’s mother Options: A. holding that anders procedures apply to juvenile appeals B. holding that various fifth and sixth amendment protections apply to juvenile proceedings C. holding parratt does not apply where an officer acts pursuant to established procedures D. holding doctrine of mootness does not apply to appeals from involuntary commitments E. holding rule 38 applies to frivolous criminal appeals as well as civil appeals

assistant: The best answer is A. holding that anders procedures apply to juvenile appeals
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided in this Article, Purchaser agrees that Contractor shall be the owner of all inventions, technology, designs, works of authorship, mask works, technical information, computer software, business information and other information conceived, developed or otherwise generated in the performance of this Contract by or on behalf of Contractor. Purchaser assigns and agrees to assign all right, title, and interest in the foregoing to Contractor, including without limitation all copyrights, patent rights, trade secret rights and other intellectual property rights and further agrees to execute, at Contractor’s request and expense, all documentation necessary to perfect title in such materials in Contractor; provided that Contractor grants to Purchaser and its assignees and subsequent owners or operators of the Vessel a limited use license to all such intellectual property pursuant to this Article, including the terms set forth in Article 10(c) above.

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: No omission or delay by the Warrantholder at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Warrantholder at any time designated, shall be a waiver of any such right or remedy to which the Warrantholder is entitled, nor shall it in any way affect the right of the Warrantholder to enforce such provisions thereafter during the term of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it occupied the space until a month or two before the trial in June 1988. Based on these facts, we conclude that Catalina Cafe, Inc., the tenant, vacated the premises at the earliest in April 1987. Further, appellants cannot claim abandonment of the premises until their efforts to sublease the space to other investors failed in June 1987. The “material act” by the landlord about which appellants complain is that Rotana provided inadequate parking for Catalina Cafe. Coleman testified that this parking problem surfaced the first Friday night that Catalina Cafe was open for business in September 1985. Even using the earlier date of April 1987 for the abandonment, we hold that this twenty-month delay is not within a reasonable time as a matter of law. Metroplex Glass, 646 S.W.2d at 265-66 (<HOLDING>). In addition, it was appellants’ burden to Options: A. holding that seventeenmonth delay in abandoning premises is not within a reasonable time as a matter of law B. holding that twoyear delay was not reasonable C. holding that an over twoyear delay without any excuse was unreasonable as a matter of law D. holding that a fiftyday delay to conduct an investigation was reasonable as a matter of law E. holding that the plaintiffs counsel were not entitled to compensation for a seventeenmonth delay in the payment of approximately 11500 in attorneys fees in one matter and a fourteenmonth delay in the payment of approximately 8000 in fees in another matter because the delay itself was not very long and the amount of fees not very high

assistant: The best answer is A. holding that seventeenmonth delay in abandoning premises is not within a reasonable time as a matter 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 Parent hereby waives notice of the acceptance of this Guaranty and of the extension or continuation of the Obligations or any part thereof. The Parent further waives diligence, presentment, protest, notice or demand or action or delinquency in respect of the Obligations or any part thereof, including any right to require the Administrative Agent or any Lender to sue the Borrower , any other guarantor or any other Person obligated with respect to the Obligations or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Obligations or any part thereof, provided that if at any time any payment of any portion of the Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Parent ’s obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. The Administrative Agent and the holders of the Obligations shall have no obligation to disclose or discuss with the Parent their assessments of the financial condition of the Borrower .

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: The Company represents and warrants to the Mantle Ridge Group that (a) the Company has the corporate power and authority to execute and deliver this Letter Agreement and to bind it hereto, (b) this Letter Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, and (c) the execution, delivery and performance of this Letter Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the State violated the defendant’s" Fifth Amendment right by commenting on his failure to testify, “[w]e view the State’s argument from the jury’s standpoint and resolve any ambiguities in the language in favor of it being permissible argument.” Randolph v. State, 353 S.W.3d 887, 891 (Tex.Crim.App.2011). Here, the State Was reminding the jury about Nickerson's confession, not emphasizing his silence at trial. Because the language was not “manifestly intended or was of such a character'that the jury would necessarily "and naturally take it as a comment on the defendant’s failure to testify,” we hold that the trial court did not abuse its discretion in overruling Nickerson’s objection to the State’s statement. See id.; see also Garcia v. State, 126 S.W.3d 921, 924 (Tex.Crim.App.2004) (<HOLDING>). Further, the charge instructed the jury that Options: A. holding the prosecutors statements were not an inappropriate comment on the defendants failure to testify but rather a comment on the defendants failure to present convincing evidence to support his defense B. holding that comment by prosecutor in closing argument that defense counsel did not produce evidence of the defendants innocence was not a comment on the defendants failure to testify C. holding a prosecutor may not comment on a defendants silence D. holding that the prosecutors comment regarding the defendants failure to call a potential witness did not shift the burden of proof because it did not implicate the defendants fifth amendment right not to testify E. holding that prosecutor did not comment on defendants failure to testify by referencing defendants written statement and pointing out what defendant did not say

assistant: The best answer is E. holding that prosecutor did not comment on defendants failure to testify by referencing defendants written statement and pointing out what defendant did not say
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: distribution. Id. at 349. In rejecting Lee’s argument that multiple conspiracies were proven, we held that “[although Dortch may have had several ‘customers’ in the Detroit area, each of these customers were part of the same ‘chain’ conspiracy, the object of which was the transportation of cocaine from Florida to Michigan and the distribution of cocaine in the Detroit area.” Id. Similarly, the jury could have found that Defendants here were part of a single conspiracy with the goal of distributing crack cocaine in the area of West 80th Street, West 83rd Street, and Detroit Avenue, because Defendants Caver and Abdullah were customers of Hall and/or Defendant Cloud, even if they rarely interacted with each other. See id; see also United States v. Kelley, 849 F.2d 999, 1003 (6th Cir.1988) (<HOLDING>). 2. Prejudice Even assuming, arguendo, that Options: A. holding that a master conspiracy with subschemes to sell speed was a single conspiracy B. holding that evidence was insufficient to prove a conspiracy where the evidence did not show that individuals who sold drugs to the defendant knew that the drugs were meant to be resold C. holding that a defendant who was involved only in distributing drugs in san francisco was part of a single conspiracy with a common distributor who also operated in washington and los angeles D. holding that police had probable cause to arrest defendant who was seen in the company of drug suspects was seen meeting suspects while they engaged in a drug conspiracy and whose behavior was consistent with the inference he was part of the conspiracy E. holding that there was a sufficient basis for joinder of seven defendants in a single trial where all the defendants were charged with participation in a single overarching drug conspiracy

assistant: The best answer is C. holding that a defendant who was involved only in distributing drugs in san francisco was part of a single conspiracy with a common distributor who also operated in washington and los angeles
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: federal court, a district court may assume jurisdiction over the suit if it satisfies the ordinary requirements for an- ciliary jurisdiction. In a suit otherwise outside federal jurisdiction brought in state court, a district court may assume jurisdiction over the suit if it satisfies the ordinary requirements for ancillary jurisdiction and exceptional circumstances threatening the integrity of its prior rulings are present. Strictly speaking, the Krislov suit does not involve the sort of extraordinary circumstances described in In re VMS Securities. Any threat it presents to the integrity of the district court’s rulings in the Montgomery case is minimal, involving ordinary collateral estoppel and res judicata issues. Pacheco de Perez v. AT & T Co., 139 F.3d 1368, 1380 (11th Cir.1998) (<HOLDING>); In re Agent Orange, 996 F.2d at 1431 Options: A. holding the court should only apply the doctrine narrowly and only under exceptional circumstances B. recognizing that issues raised for first time on appeal generally are not considered absent exceptional circumstances C. holding claims raised for first time on appeal will not be considered absent exceptional circumstances D. holding that such a threat would not supply exceptional circumstances E. holding in the absence of exceptional circumstances deference should be given to trial court

assistant: The best answer is D. holding that such a threat would not supply 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 legal provision and list the applicable contract clause categories. Provision: Tenant was represented in the transaction evidenced by this Amendment by Jones Lane LaSalle, a licensed real estate broker. Landlord was represented in the transaction evidenced by this Amendment by CB Richard Ellis – N.E. Partners, LP, a licensed real estate broker and certain representatives of Landlord. Landlord and Tenant warrant to each other that they have had no dealings with any broker, agent or finder in connection with this Amendment except as set forth above. Landlord shall be responsible for paying any commission or fee owed to Landlord’s broker, CB Richard Ellis – N.E. Partners, LP, in connection with this Amendment and Landlord shall be responsible for the payment of any commission or fee owed to Jones Lang LaSalle in connection with this Amendment pursuant to a separate written agreement. Each party hereto agrees to protect, indemnify and hold harmless the other from and against any and all expenses with respect to any compensation, commissions and charges claimed by any other broker, agent or finder not identified above with respect to this Amendment or the negotiation thereof that is made by reason of any action or agreement by such party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE LAWS OF WHICH THE BORROWER HEREBY EXPRESSLY ELECTS TO APPLY TO THIS AGREEMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER. THE BORROWER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE OR ARISING OUT OF THIS AGREEMENT SHALL BE COMMENCED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will terminate on the earlier of (i) such date when all Warrants have been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period. The provisions of Section 8.3 and this Article IX shall survive such termination and the resignation, replacement or removal of the Warrant Agent.

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: claims are subject to abandonment pursuant to 38 C.F.R. § 3.158(a).... [T]he Secretary correctly argues that appellant’s contention is without legal merit because the abandonment pursuant to 38 C.F.R. § 3.158(a) cannot be set aside or waived on grounds of alleged ignorance of regulatory requirements. The Supreme Court has held that everyone dealing with the Government is charged with knowledge of federal statutes and lawfully promulgated agency regulations. Fed. Crop Ins. Corp. v. Merrill, 332 U.S. 380, 384-85, 68 S.Ct. 1, 3, 92 L.Ed. 10 (1947). Thus, regulations are binding on all who seek to come within their sphere, “regardless of actual knowledge of what is in the [r]egulations or o emonstrate reliance on the allegedly defective denial notices.”); Burks-Marshall, 7 F.3d at 1349 (<HOLDING>). In light of the above discussion, the Court Options: A. holding that the appellant developed his argument sufficiently to raise the issue for appellate review B. holding that the prisoner has the burden of demonstrating he has exhausted his administrative remedies in his complaint C. holding that our court will not consider an issue of whether a defendant has standing to seek suppression of evidence if the issue was not raised in the lower court D. holding that an appellant has no standing to raise a due process issue where he has not shown that the alleged deficiency in the notice had any connection in fact with his own failure to seek review of the denial of his claim E. holding a party has no standing to appeal unless he or she is an aggrieved party an individual who is not a parent in the eyes of the law has no legal interest in the child and therefore has no standing to appeal

assistant: The best answer is D. holding that an appellant has no standing to raise a due process issue where he has not shown that the alleged deficiency in the notice had any connection in fact with his own failure to seek review of the denial of his claim
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: Borrower and each Significant Subsidiary is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection with this Agreement and the other Credit Facility Documents, will be and will continue to be, Solvent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If an Event of Default occurs and is continuing, Payee may, by written notice given to Maker, declare the principal of and accrued interest on this Convertible Promissory Note to be due and payable immediately; provided, however, that upon the occurrence of any Event of Default described in Section 9(d), the principal of and accrued interest on this Convertible Promissory Note shall automatically become due and payable immediately without the requirement notice or any other action on the part of Payee.

assistant: Remedies