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 Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments and its Loans owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Lender herein or otherwise, in each case as provided in Section 12.07.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Unregistered Securities in a manner that would require the registration under the Securities Act of the sale of the Unregistered Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction; provided, however, that the foregoing shall not prohibit the issuance of any securities to the Designated Holder in accordance with its rights under the Stockholder Agreement.

assistant: Integration
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: obligations is circumscribed by statute and ordinances.” Kirkland v. St. Vrain Valley Sch. Disk No. Re-1J, 464 F.3d 1182, 1190 (10th Cir.2006). Such restrictions are incorporated into any contract the government entity makes. Id. Thus, any party contracting with a government entity is charged with constructive knowledge of those restrictions and cannot claim justifiable reliance on statements to the contrary. Id.; see also Keeling v. City of Grand Junction, 689 P.2d 679, 680 (Colo.Ct.App.1984) (imparting constructive knowledge that a city council could only act pursuant to the authority granted to it by the city’s charter). We have applied this rule in a case concerning a school district policy requiring school board approval of certain expenditures. See Kirkland, 464 F.3d at 1190-91 (<HOLDING>). Because the Academy’s charter clearly states Options: A. holding that because no clear implication could be derived from the language of the statute that the state should be bound by the local zoning ordinances the state was not bound B. holding school district strictly hable for sexual harassment by its employees C. holding that a school district owed the highest degree of care to a student on a school bus such that the district could be liable for the sexual abuse of the student by the school bus driver D. holding that the school district could not be bound by an administrators promise to buyout an employees salary E. holding that a promise to make a loan is not covered by 1823e because a promise is not an asset

assistant: The best answer is D. holding that the school district could not be bound by an administrators promise to buyout an employees salary
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Div. of Family & Youth Servs., 45 P.3d 1198, 1206 n. 22 (Alaska 2002) ("Mental illness, absent related conduct, cannot be a basis for termination of parental rights."). 21 . A finding that a child is in need of aid under AS 47.10.011(11) requires a showing that "the parent, guardian, or custodian has a mental illness, serious emotional disturbance, or mental deficiency of a nature and duration that places the child at substantial risk of physical harm or mental injury." 22 . 165 P.3d 605, 618-19 (Alaska 2007). 23 . Id. at 619. 24 . Compare CINA Rule 15(c) (requiring proof by a preponderance of the evidence in an adjudication) with CINA Rule 18(c) (requiring proof by clear and convincing evidence in a termination proceeding). 25 . See Rick P. v. State, OCS, 109 P.3d 950 (Alaska 2005) (<HOLDING>); D.M. v. State, Div. of Family & Youth Servs., Options: A. holding that the clear and convincing standard must apply in terminating the parentchild relationship after the children have been adjudicated dependent or neglected B. recognizing that the department is required to present clear and convincing evidence to support termination of a parents parental rights C. holding that termination of benefits under the aid to families with dependent children program must be preceded by a hearing D. holding that where parents have previously stipulated that the children should be adjudicated as being in need of aid ocs still has the burden of proving in the subsequent termination of parental rights proceeding by clear and convincing evidence that the children were in need of aid E. holding that a superior court properly considered the childrens need for permanency a crucial need for young children in evaluating the best interests of the child in a termination proceeding

assistant: The best answer is D. holding that where parents have previously stipulated that the children should be adjudicated as being in need of aid ocs still has the burden of proving in the subsequent termination of parental rights proceeding by clear and convincing evidence that the children were in need of aid
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 term of the Sublease shall be for a period of 72 months and sixteen days commencing on October 15, 2018 (the “ Commencement Date ”) and ending October 31, 2024 (the “ Sublease Term ”), provided, however, that this Sublease shall terminate earlier upon a default of this Sublease as specified herein. Notwithstanding the Sublease Term, this Sublease shall not commence, until the Landlord executes a written consent to the Sublease as set forth at the end of this Sublease or in another form acceptable to the Sublessee. If for any reason the Landlord does not execute and deliver the Landlord Consent within five business days of the date of this Sublease, this Sublease shall terminate, and the parties shall have no further obligation to each other. Notwithstanding anything to the contrary in this Sublease, the Sublessee shall not be required to remit any funds to Sublessor until five days after the Landlord Consent is executed and delivered to Sublessee.

assistant: Terms
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 constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. Any waiver or modification of any term of this Agreement shall be effective only if it is set forth in writing and signed by all parties hereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 6 . A "judicial question" is a questi 9 N.E.2d 675 (1965) (reversing dismissal on the basis of allegations that defendant city conspired with other defendants to sell to defendant department store an existing parking lot for private use and thereafter take plaintiff's property to replace such parking facility for purported public use); City of Austin v. Whittington, 55 Tex. Sup.Ct. J. 1245, 384 S.W.3d 766 (2012) (concluding that parking garage was a "public building" where it was open to the public and the primary purpose of the garage was to support an expanded convention center legislatively considered a public use supportive of the city's condemnation of privately owned land necessary for such use); Rhode Island Economic Development Corp. v. The Parking Co., L.P., 892 A.2d 87 (<HOLDING>). 8 . Muskogee attempts to distinguish Lowery Options: A. holding that the county government not the federal government was liable for the taking of an air easement over plaintiffs property even though the airport was funded in part by a federal grant based on compliance with federal regulations B. holding that a cause of action for an unconstitutional taking accrues at the time the taking occurs C. holding that a prohibition on mining activities that was withdrawn after six years was a temporary taking and rejecting the governments argument that because the taking was allegedly intended at the outset to be irreversible and for all time it was permanent D. holding that an attached garage is part of the home for payton purposes even when the garage door is open E. holding where condemnation of a temporary easement in an airport parking garage was primarily designed for economic benefit to gain control of the garage at a discounted price the taking was not for public use and therefore was an unconstitutional taking

assistant: The best answer is E. holding where condemnation of a temporary easement in an airport parking garage was primarily designed for economic benefit to gain control of the garage at a discounted price the taking was not for public use and therefore was an unconstitutional taking
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 3, the RSUs granted under the Award shall become vested as follows, subject to the Participant’s continued employment with the Company through the applicable date(s) (each, a “ Vesting Date ”): One-third of the Award shall vest on each of the first, second and third anniversary dates of the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“ Additional Funds ”) for the acquisition or development of additional Properties, for the redemption of Partnership Units or for such other purposes as the General Partner may determine in its sole and absolute discretion. Additional Funds may be obtained by the Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.3 without the approval of any Limited Partners.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Lessee is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

assistant: Organizations
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 and any other documents executed and delivered in connection herewith are the valid and legally binding obligations of Borrower and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that he understood that the State sought habitualization and that an open plea could result in a sentence as low as the bottom of the guidelines or up to thirty years. After Cooper acknowledged his understanding, the trial court accepted the admission and plea. . However, Cooper filed a motion for downward departure, so the trial court deferred pronouncing a sentence. On February 7, 2003, the trial court conducted the sentencing hearing in which it ultimately denied the motion for downward departure. The trial court revoked Cooper’s probation and sentenced him to 48.6 concurrent months on the burglary of a dwelling and dealing in stolen property charges. Cooper was also sentenced to 41.712 months as a habitual felony offender for delivery of cocaine. Cooper’s sentences were e 2000) (<HOLDING>). Therefore, we find the scoresheet Options: A. holding habitual sentence rendered guidelines scoresheet irrelevant B. holding defendant sentenced to term equal to maximum guidelines sentence under improperly calculated sentencing guidelines scoresheet was not entitled to be resentenced because defendant was habitualized such that sentencing guidelines score sheet was irrelevant and the sentence imposed was not illegal C. holding that under the 1991 version of the habitual offender statute defendant could not receive habitual offender sentence for life felony D. holding sentencing scoresheet errors harmless where imposition of violent habitual offender sentence was appropriate rendering guidelines inapplicable E. holding habitual offender sentence rendered any errors in guidelines score sheet harmless

assistant: The best answer is E. holding habitual offender sentence rendered any errors in guidelines score sheet harmless
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that the named plaintiffs are not “typical” of the majority of potash purchasers in the putative class. Although the Plaintiffs admittedly purchased potash in smaller quantities and were not privy to special high-volume benefits available to their larger counterparts, Rule 23(a)(3) does not require that all members of a proposed class pay the same amount or use similar purchase methods in order to pursue an antitrust price-fixing claim. Similarly, Rule 23(a)(3) does not require the representative plaintiffs to have the same claim size or financial interest as the class they seek to represent. Courts routinely have held that “small” claim size will not prohibit class certification. See Herbert B. Newberg & Alba Conte, Newberg on Class Actions § 3.27 at 3-146-47 & n. 388 (3d ed. 1992) (<HOLDING>) (citing cases). Thus the focus of Rule Options: A. holding that choiceoflaw issues prevented a manageable class under rule 23a B. holding that rule 23a requirements must be satisfied as if class were to litigate its claims C. recognizing a narrow class of cases in which the termination of the class representatives claim for relief does not moot the claims of the class members D. recognizing that the number of class representatives is not significant under rule 23a E. holding that a proposed class of 40 was a sufficiently large group to satisfy rule 23a

assistant: The best answer is D. recognizing that the number of class representatives is not significant under rule 23a
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: (reasoning that plaintiffs retaliation claims “are certainly thin and may well not survive a future summary judgment motion. Nevertheless, to dismiss them or convert this into a motion for summary judgment is premature at this time because Plaintiff has not had the benefit of any discovery to bolster her claims.”); McWay v. LaHood, 269 F.R.D. 35, 37-38 (D.D.C.2010) (“[T]he D.C. Circuit has directed that because it is difficult for a plaintiff to establish proof of discrimination, the court should view [prediscovery] summary-judgment motions ... with special caution.”) (citing Aka v. Washington Hosp. Ctr., 116 F.3d 876, 879-80 (D.C.Cir.1997), overturned on other grounds, 156 F.3d 1284 (D.C.Cir.1998) (en banc)); Gray v. Universal Serv. Admin. Co., 581 F.Supp.2d 47, 56 (D.D.C.2008) (<HOLDING>) (internal citations omitted). As the Court Options: A. holding that in title vii cases the mixedmotives theory of discrimination is available in cases with circumstantial evidence of discrimination B. holding that motions for summary judgment in patent cases must be considered with unusual caution C. recognizing that summary judgment must be approached with special caution in discrimination cases D. holding that in title vii cases the mixedmotive theory of discrimination is available in cases with circumstantial evidence of discrimination E. holding that where the destruction was negligent rather than willful special caution must be exercised to ensure that the sanction is commensurate with the information that was reasonably likely to have been contained in the destroyed evidence

assistant: The best answer is C. recognizing that summary judgment must be approached with special caution in discrimination cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: This Agreement shall survive until the earlier of (i) such time as all the material disclosed hereunder becomes publicly known pursuant to Section 15 of the Consortium Agreement and made generally available without violation of this Agreement, or (ii) twelve (12) years from date of Registration. If any one or more of the provisions of this Agreement shall for any reason be invalid, illegal or unenforceable, such circumstance shall not affect any other provision of the Agreement and the Agreement shall continue in full force and effect and be construed as if such provision, to the extent that it is invalid, illegal or unenforceable, had never been contained herein or therein.

assistant: Yes
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: Iowa legislature, however, did not expressly include a hostile-work-environment provision in the ICRA. See Iowa Code § 216.6(1). Rather, the claim has been developed through our caselaw, beginning in 1990, based expressly on Title VII precedent. We first recognized a hostile-work-environment claim for sex discrimination in Lynch v. City of Des Moines, 454 N.W.2d 827, 833 (Iowa 1990), relying on Chauffeurs, Teamsters & Helpers, Local Union No. 238 v. Iowa Civil Rights Commission, 394 N.W.2d 375, 378 (Iowa 1986). Chauffeurs, in turn, delineated the elements of a racial hostile-work-environment harassment claim, relying on Henson v. City of Dundee, 682 F.2d 897, 909 (11th Cir. 1982), a Federal Title VII case, for the appropriate framework under the ICRA. Chauffeurs, 394 N.W.2d at 378, 381 (<HOLDING>). In Meritor Savings Bank, FSB v. Vinson, the Options: A. holding union members state law claims for defamation against union preempted B. holding union liable when members harassed africanamerican man with racial epithets and threatening actions C. recognizing that union members interests are adequately represented by the union D. recognizing union members vital concern in preserving jobs for union members E. holding that a rico action by union members was properly dismissed where any financial improprieties occurred with union funds and directly injured solely the union

assistant: The best answer is B. holding union liable when members harassed africanamerican man with racial epithets and threatening actions
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In exchange for the severance pay and other consideration under the Transition Agreement to which Executive would not otherwise be entitled, Executive agrees not to disparage the Company, the Company’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or the Company’s business, business reputation or personal reputation. Nothing in this Agreement shall prevent either Executive or the Company employees who are aware of the existence of this Agreement from responding accurately and fully to any question, inquiry or request for information when required by legal process. Similarly, the Company agrees not to disparage the Executive in any manner likely to harm the Executive.

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 case excerpt and choose the best holding from the options. Case excerpt: key distinctions between Mueller and the instant case: (1) unlike a common law claim for loss of consortium, a cause of action for wrongful death is statutory in nature and may not be judicially expanded; and (2) at the time of the operative event—i.e., Mr. Sapp’s death—California law did not preclude Messrs. Ferry and Sapp from marrying. First, as to the nature of the right being asserted, the Connecticut Supreme Court specifically noted that Mueller concerned the expansion of “the judicially created right to maintain a loss of consortium claim....” 312 Conn. at 660, 95 A.3d 1011 (emphasis in original). Thus, the court was “not constrained”- by the limitations that attend the expansion of “a statutory benefit.” Id. (citing Charron v. Amaral, 451 Mass. 767, 773, 889 N.E.2d 946 (2008) (<HOLDING>)). Here, on the other hand, “[i]t is well Options: A. holding that a samesex partner could not recover loss of consortium damages under a massachusetts statute for injuries suffered by her partner even though samesex marriage was unlawful at the time the underlying tort occurred B. recognizing that laws prohibiting samesex marriage humiliate tens of thousands of children now being raised by samesex couples C. holding that although samesex partner may have been able to prove her status as a de facto parent such status was not sufficient to establish parental rights to custody and visitation over the objection of the biological mother D. holding that state bans on samesex marriage are unconstitutional E. holding birth mothers samesex partner was a presumed mother because she received the children into her home and openly held them out as her natural children

assistant: The best answer is A. holding that a samesex partner could not recover loss of consortium damages under a massachusetts statute for injuries suffered by her partner even though samesex marriage was unlawful at the time the underlying tort occurred
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: 1973, the day the statute of limitations expired, the carrier sent claimant a denial letter. In affirming the Commission’s finding of estoppel, the supreme court stated: "Petitioner’s uncontroverted testimony shows that the representatives of respondent’s insurance carrier discussed his claim with him and did not advise him that the limitations period was about to run. The fact that petitioner withheld filing an application for adjustment of claim until receipt of the letter denying liability would support a finding that petitioner relied upon the conduct of the insurance carrier’s representatives. *** [W]e cannot say that the finding is against the manifest weight of the evidence.” Kaskaskia Constructors, 61 Ill. 2d at 535. See also Herlihy Mid-Continent Co., 252 Ill. App. 3d at 217 (<HOLDING>). Unlike the cases discussed above, it was not Options: A. holding the recoupment doctrine could allow a spouse to assert an ecoa affirmative defense against a creditor even after the statute of limitations had run B. holding that employer was estopped to assert a statute of limitations defense where the insurer had arranged to have the claimant examined by one of its physicians after the statute of limitations had run C. holding that duress toll to statute of limitations under state law had no application to federal rico statute of limitations D. holding that when the department of insurance acknowledged that it had received an accident report of a claim within the statute of limitations it was thereafter estopped after the expiration of the statute of limitations to deny receipt of the claim E. holding that the defendant was estopped from moving to dismiss a malpractice action based on the failure to file the required affidavit where he waited until after the statute of limitation had run to assert the defect

assistant: The best answer is B. holding that employer was estopped to assert a statute of limitations defense where the insurer had arranged to have the claimant examined by one of its physicians after the statute of limitations had run
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: within scope of employment was not disputed); Hilzer v. MacDonald, 169 Colo. 230, 454 P.2d 928, 931-32 (1969) (affirming district court’s dismissal of suit against employer because plaintiff had already received benefits); McKeIvy v. Liberty Mut. Ins. Co., 983 P.2d 42, 43-44 (Colo.Ct.App.1998) (affirming dismissal for lack of jurisdiction where plaintiff admitted injury occurred in the scope of employment); Colo. Comp. Ins. Auth. v. Baker, 955 P.2d 86 (Colo.Ct.App.1998) (affirming dismissal for lack of jurisdiction where claimants had already received benefits). On the other hand, in cases where the parties have challenged the existence of the state law bar, the issue has always been sent to the trier of fact. See J & K Constr. Co. v. Molton, 154 Colo. 214, 390 P.2d 68, 73-74 (1964) (<HOLDING>); United Cable Television of Jeffco, Inc. v. Options: A. holding that when agreement is reasonably susceptible to more than one construction issue is properly submitted to jury for resolution as a matter of fact B. holding that factual issues essential to determining whether state law bar applied should be submitted to a jury C. holding that the constitutional guarantee of a right to trial by jury includes the right to a complete and correct charge of the law so that each issue of fact raised by the evidence will be submitted to the jury on proper instructions D. holding that defense of fraud was waived where no special issue was submitted and there was disputed evidence E. holding that the disputed issue with respect to the state law bar was properly submitted to the jury

assistant: The best answer is E. holding that the disputed issue with respect to the state law bar was properly submitted to the jury
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 re Dempster), 182 B.R. 790, 802 (Bankr.N.D.Ill.1995)). A trust or fiduciary relationship need not be established in order to find a debt excepted from discharge by an act of embezzlement. Green v. Pawlinski (In re Pawlinski), 170 B.R. 380, 390 (Bankr.N.D.Ill.1994). A creditor’s debt may be found nondischargeable under the fraud or defalcation prong of section 523(a)(4) if he is able to establish by a preponderance of the evidence that: (1) an express trust or fiduciary relationship existed between him and the debtor; and (2) the debtor committed fraud or defalcation in the course of that relationship. In re Woldman, 92 F.3d 546, 547 (7th Cir.1996); CFC Wireforms, Inc. v. Monroe (In re Monroe), 304 B.R. 349, 358 (Bankr.N.D.Ill.2004); see also Grogan, 498 U.S. at 291, 111 S.Ct. 654 (<HOLDING>). An express trust requires an explicit Options: A. holding all exceptions to discharge under 523a must be proven by a preponderance of the evidence B. holding that the standard of proof for dischargeability exceptions under section 523a is preponderance of the evidence C. holding that the standard of proof for dischargeability actions is the preponderance of the evidence standard D. holding that a creditor objecting to the dischargeability of a debt under 523a must prove its case by a preponderance of the evidence E. holding that the proper standard of proof is preponderance of the evidence

assistant: The best answer is B. holding that the standard of proof for dischargeability exceptions under section 523a is preponderance of the evidence
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 consent, approval, order, or authorization of, or filing or registration with, or notification to (any of the foregoing being a “ Consent ”), any Governmental Entity or Nasdaq is required on the part of the Company or its Subsidiaries in connection with (a) the execution, delivery or performance of the Transaction Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby or (b) the issuance of the Shares in accordance with this Agreement, other than (i) the expiration or termination of any applicable waiting periods under the Antitrust Laws with respect to performance under the Transaction Agreements, or the consummation of transactions, in each case occurring after the Closing, (ii) those to be obtained, in connection with the registration of the Shares under the Securities Act and any related filings and approvals under applicable state securities laws, (iii) such filings as may be required under any applicable requirements of the Exchange Act or the rules of the Nasdaq, (iv) the Sponsor Consent, Pre-emptive Rights Waiver and Registration Rights Waiver, and (v) such Consents the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or to prevent or materially delay or hinder the ability of the Company to perform its obligations under the Transaction Agreements.

assistant: Consents
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 promises to pay to Lender, within five (5) business days after written notice from Lender, all out-of-pocket costs, expenses, disbursements, property taxes, escrow fees, title charges and legal fees and expenses actually incurred by Lender or its counsel (which must be reasonable provided no Event of Default has occurred and is existing) in the negotiation, funding, enforcement or attempted enforcement, by foreclosure or otherwise, of this Note or any of the Security Instruments. Without limitation on the foregoing, Borrower agrees to pay all out-of-pocket costs of collection, including attorneys’ fees and costs (whether or not for salaried attorneys regularly employed by Lender) and all costs of any action or proceeding (including any bankruptcy proceeding or any non-judicial foreclosure or private sale) actually incurred by Lender, in the event any payment is not paid when due, or in case it becomes necessary to enforce any other obligation of Borrower hereunder or to protect the security for the indebtedness evidenced hereby, or for the foreclosure by Lender of any of the Security Instruments, or in the event Lender is made a party to any litigation because of the existence of the indebtedness evidenced by this Note, or because of the existence of any of the Security Instruments. All such costs are secured by the Security Instruments. The obligation of Borrower to repay all such out-of-pocket costs and any other advances by Lender are secured by the Security Instruments and shall be deemed to be evidenced by this Note and shall accrue interest at the Contract Rate or the Past Due Rate, whichever is then applicable.

assistant: Costs
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: proceedings on the securities fraud claim pending the arbitration panel’s decision on out-of-pocket damages. See 9 U.S.C. § 3. 4 . It is possible that the district court in the remand action erred when it declined to vacate the arbitration award after holding that the arbitration panel exceeded its powers. The Federal Arbitration Act allows district courts to vacate arbitration awards "where the arbitrators exceeded their powers, or so imperfectly executed them that a mutual, final, and definite award upon the subject matter was not made.” 9 U.S.C, § 10(a)(4). This issue, however, is not a question presented to ■ this panel and, more importantly, it is not an issue that this panel would have appellate jurisdiction to review. See Murchison Capital Partners, L.P., 760 F.3d at 419, 423 (<HOLDING>). Therefore, for purposes of this appeal, the Options: A. holding that an order compelling arbitration in an independent proceeding is appealable as a final order because in that context the order compelling arbitration resolves the sole issue before the court B. holding that an order is not a final appealable order when it does not dispose of the complaints against all of the defendants C. holding that an order vacating an arbitration award and directing a rehearing is the functional equivalent of an order granting a new trial D. holding that order to vacate award and order new arbitration is the functional equivalent of an order granting a new trial and therefore not subject to direct appellate review quoting stothandske 14 sw3d at 814 E. holding that an order remanding an arbitration award is not a final appealable order when the order does not also vacate the arbitration award

assistant: The best answer is E. holding that an order remanding an arbitration award is not a final appealable order when the order does not also vacate the arbitration award
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: free exercise claim); Flagner v. Wilkinson, 241 F.3d 475, 481-87 (6th Cir.2001) (applying Turner to a prison grooming regulation and declining to apply Smith); Green v. Polunsky, 229 F.3d 486, 489-91 (5th Cir.2000) (applying Turner and O’Lone to prisoner’s free exercise claim); DeHart v. Horn, 227 F.3d 47, 51-60 (3d Cir.2000) (en banc) (applying Turner factors to prisoner’s religious right to have special diet in prison); Hakim v. Hicks, 223 F.3d 1244, 1247-49 & n. 3 (11th Cir. 2000) (applying Turner and O’Lone and’ noting that because the government had not argued that Smith required a different standard, the court would not decide the issue); Walsh, 1 F.3d at 876-77 (declining to depart from Turner and distinguishing Smith)] Salaam v. Lockhart, 905 F.2d 1168, 1171 n. 7 (8th Cir.1990) (<HOLDING>); see also Sasnett v. Litscher, 197 F.3d 290, Options: A. holding that a defective acknowledgment does not affect the validity of a mortgage as to the parties B. holding resentencing does not affect the date on which the judgment of conviction became final C. holding that smith does not affect the tumerolone analysis D. holding that allegation of procedural injury does not affect the issues of injury in fact or causation E. holding that procedural violations merely affect the weight of the evidence

assistant: The best answer is C. holding that smith does not affect the tumerolone analysis
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: post-conviction procedures, they must comport with fundamental fairness. While we do not disagree with this assertion, Finley does not support Petitioner’s argument. Rather, the Court in Finley rejected the argument that when a State chooses to offer the assistance of counsel to those seeking collateral relief from convictions, the Federal Constitution dictates the exact form such assistance must assume. Id. at 559, 107 S.Ct. 1990 (“In Pennsylvania, the State has made a valid choice to give prisoners the assistance of counsel without requiring the full panoply of procedural protections that the Constitution requires be given to defendants who are in a fundamentally different position — at trial and on first appeal as of right.”). See also Osborne, 557 U.S. at 68-69, 129 S.Ct. 2308 (<HOLDING>). In reaching this conclusion we are mindful of Options: A. holding that when the state offers collateral review due process does not dictate the exact form of such review B. holding that review of counsel ineffectiveness claims should be deferred until collateral review C. holding that apprendi does not apply on collateral review D. holding that there is no due process right to appellate review E. holding that the other collateral review provision of 2244d2 encompasses federal review

assistant: The best answer is A. holding that when the state offers collateral review due process does not dictate the exact form of such review
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: On the Effective Date, Borrowers shall apply the aggregate proceeds of the Revolving Credit Loans to prepay in full the principal amount of all Purchased Revolving Loans held by the Assigning Lenders immediately prior to the effectiveness of that certain Master Assignment Agreement executed by each of the Assigning Lenders, as assignors, and MCF, as assignee (the “ Master Assignment Agreement ”). The repayment of Purchased Revolving Loans with the proceeds of the New Revolving Loans contemplated hereby collectively constitute an optional partial prepayment of the Revolving Credit Facility (as defined in the Credit Agreement) by the Borrowers pursuant to Section 2.7(ii) of the Credit Agreement and shall be subject to the provisions of Section 2.7(ii) of the Credit Agreement; provided that, for the avoidance of doubt, no premium or penalty shall be due with respect to such payment or termination of the Revolving Credit Commitment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Either party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other party. Either party may immediately terminate this Agreement upon written notice to the other party if: (a) the other party is in default of this Agreement and fails to cure, or begin implementation of a mutually-agreed-upon plan to cure, such default within 30 days of written notice from the other party specifying the nature of such default and requiring its remedy; (b) the use of the SiteHelix Software noticeably reduces the performance of Overstock’s website or otherwise presents a meaningful threat to Overstock’s business or reputation, which Overstock can document by its written records; or (c) if Overstock determines that it can obtain substantially the same services from an unrelated person or entity at a lower cost, or better services from an unrelated person or entity for substantially the same cost.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the Philippines, petitions for review of the Board of Immigration Appeals’ affirmance of an Immigration Judge’s (“IJ”) decision denying her motion to reopen proceedings in which she was removed in absentia. We have jurisdiction pursuant to 8 U.S.C. § 1252. We review the denial of a motion to reopen for abuse of discretion. de Martinez v. Ashcroft, 374 F.3d 759, 761 (9th Cir.2004). We deny the petition for review. The IJ did not abuse his discretion in denying Metzala’s motion to reopen because she failed to establish “exceptional circumstances.” See 8 U.S.C. § 1229a (b)(5)(C)®; 8 C.F.R. § 1003.23(b)(3). Metzala’s contention that she and her attorney both misread the date of the hearing is unavailing. See Valencia-Fragoso v. INS, 321 F.3d 1204, 1205-06 (9th Cir.2003) (per curiam) (<HOLDING>); Garcia v. INS, 222 F.3d 1208, 1209 (9th Options: A. holding that confusion as to a hearing time does not amount to exceptional circumstances B. holding that the mechanical failure of the petitioners car on the way to the hearing did not constitute exceptional circumstances where petitioners returned home instead of finding transportation to the hearing and made only a cursory effort to contact the court C. holding in a twopage unpublished opinion without supporting caselaw that exceptional circumstances existed where an alien misunderstood a court interpreter to say that his hearing date was a week later than the date of the actual hearing D. holding that the exceptional circumstances test does not apply to declaratory judgment actions E. holding that the petitioners traffic difficulties did not constitute exceptional circumstances

assistant: The best answer is A. holding that confusion as to a hearing time does not amount to 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: Notwithstanding any other provision of this Article IV , each Purchaser covenants that the Securities may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Securities other than (i) pursuant to an effective registration statement, (ii) to the Company or (iii) pursuant to Rule 144 ( provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Investors’ Rights Agreement and shall have the rights of a Purchaser under this Agreement and the Investors’ Rights Agreement with respect to such transferred Securities.

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: The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement; (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans or the conversion of Eurodollar Loans to ABR Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.18 submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

assistant: Indemnity