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: Guarantor agrees to the provisions of the Loan Documents and hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Mortgage, the Loan Agreement or any other Loan Document, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory note or other document arising under the Loan Documents or in connection with the Property, (v) the occurrence of (A) any breach by Borrower of any of the terms or conditions of the Loan Agreement or any of the other Loan Documents, or (B) an Event of Default, (vi) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (vii) the sale or foreclosure (or the posting or advertising for the sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby guaranteed, other than such notices to Guarantor (if any) as may be expressly required pursuant to the terms and provisions of the Loan Documents.

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: There is no litigation, legal or administrative proceeding, investigation, or other action of any nature pending or, to the knowledge of the Credit Parties, threatened against or affecting any Credit Party, any Subsidiary or any of their respective properties which could reasonably be expected to have a Materially Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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: In accordance with the provisions of Section 13.01 of the Third Advisory Agreement, the term of the Third Advisory Agreement is hereby renewed for an additional one-year term, and notwithstanding the language in Section 13.01 of the Third Advisory Agreement is acknowledged and agreed by the Parties to be a one-year term commencing September 15, 2016 and ending September 14, 2017.

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: If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

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

user: 2.2 The disclosure of Conﬁdential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Conﬁdential Information including, without limitation, any trade marks or business secrets.

assistant: No
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 expressly permitted in this Agreement or between the Company and any Subsidiary or between Subsidiaries (including transactions permitted as part of a Permitted Restructuring), directly or indirectly enter into any transaction or arrangement whatsoever (including without limitation any purchase, sale, lease or exchange of property or the rendering of any service) or make any payment to or otherwise deal with any Affiliate, except, as to all of the foregoing, pursuant to the reasonable requirements of such Borrower’s and its Subsidiaries’ business and upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary, as the case may be, than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate.

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: Other than the specific terms and conditions expressly referenced above, this Amendment No. 2 shall not be construed to modify any term or condition of the Agreement or the Project Addendum, which will all otherwise remain unchanged and in full force and effect. This Amendment No. 2 may be executed in several counterparts, each of which will be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. A signature received via facsimile or via email shall be as legally binding for all purposes as an original signature.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Thus, even if there was a violation of rule 11 during the plea hearing, appellate courts must continue to inquire into whether there is evidence that the plea was nonetheless knowingly and voluntarily made. Id. 125. Accordingly, if a defendant's guilty plea was not knowing and voluntary and the district court refuses to allow a defendant to withdraw that plea, the federal Due Process Clause and our Plea Withdrawal Statute-not rule 11-would mandate that we reverse the district court's decision. We therefore proceed under the framework provided in Utah's Plea Withdrawal Statute. 19 Judges have discretion to grant a defendant's motion to withdraw a guilty plea only when "a defendant's plea was not knowingly and voluntarily entered." State v. Ruiz, 2012 UT 29, ¶ 32, 282 P.3d 998 (<HOLDING>); see also Utax Cope § T77-13-6(2)(a) (2007). A Options: A. recognizing that military judges enjoy broad discretion on matters of continuance B. holding that defendant was responsible for the delay from the withdrawal of his guilty plea C. holding that the government was not responsible for delay from withdrawal of guilty plea D. holding that prosecution is generally entitled to specific performance or withdrawal of plea following defendants breach but because the government waived its right to withdrawal of plea only the possibility of specific performance remained E. recognizing that the revised plea withdrawal statute did away with the broad discretion previ ously given to judges on this matter

assistant: The best answer is E. recognizing that the revised plea withdrawal statute did away with the broad discretion previ ously given to judges on this matter
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) or similar file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court should have granted his motion to suppress the marijuana evidence discovered in the search of the mailed package. Specifically, Lozano argues that the postal inspector lacked reasonable suspicion to detain the package past its delivery time and that the detention of the package was unreasonable. A “Postal workers may detain a package to conduct an investigation if they have a reasonable and articulable suspicion that it contains contraband or evidence of illegal activity.” United States v. Hernandez, 313 F.3d 1206, 1210 (9th Cir.2002) (internal quotation marks omitted). To determine whether reasonable suspicion exists, courts “must look at the totality of the circumstances of each case to see whether the det one-day delay); United States v. Gill, 280 F.3d 923, 929 (9th Cir.2002) (<HOLDING>). Here, the delay was less than one day and Options: A. holding reasonable sixday delay B. holding that twoyear delay was not reasonable C. holding reasonable twentynine hour delay D. holding that a fivemonth delay in filing a motion to disqualify did not bar the motion where there was a reasonable explanation for the delay E. holding that a twoday delay was insufficient to establish deliberate indifference and citing cases where no deliberate indifference was found after a sixteenday delay a sixday delay and a threemonth delay

assistant: The best answer is A. holding reasonable sixday delay
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: basis for his claim. Since Mr. Smith failed to develop the factual basis for his ineffective assistance of appellate counsel claim, an evidentiary hearing will not be held unless both elements of Section 2254(e)(2) are met. Mr. Smith claims that he was unfit to stand trial.and that appellate counsel should have presented that claim on his direct appeal. It is well-established that a defendant’s due process is violated if the prosecution tries him when he is not competent to stand trial. Medina v. California, 505 U.S. 437, 439, 112 S.Ct. 2572, 120 L.Ed.2d 353 (1992). Finding, however, that Mr. Smith was unfit to stand trial does not show that he was innocent of the underlying offense as required by Section 2254(e)(2)(9). See Pitsonbarger v. Gramley, 103 F.3d 1293, 1299 (7th Cir.1996) (<HOLDING>), judgment vacated,—U.S.-, 118 S.Ct. 37, 139 Options: A. holding that there is no need for an evidentiary hearing when the petitioners habeas submissions demonstrate that the petitioner is conclusively entitled to relief in such circumstances an evidentiary hearing would be a waste of judicial resources B. holding that the defendant was entitled to a pretrial evidentiary hearing on his claim of immunity based on selfdefense C. holding that petitioner was not entitled to an evidentiary hearing under section 2254e2 on whether his trial counsel was ineffective in failing to seek a fitness hearing D. holding that when a petitioner seeks an evidentiary hearing in state court to develop the factual basis of a claim but the state court denies such a hearing entitlement to a federal court hearing is analyzed pursuant to preaedpa law rather than the standards set out in 2254e2 E. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel

assistant: The best answer is C. holding that petitioner was not entitled to an evidentiary hearing under section 2254e2 on whether his trial counsel was ineffective in failing to seek a fitness hearing
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: if there is a conflict between these terms and terms and conditions posted for a specific area of the site , services or collective content , the latter terms and conditions will take precedence with respect to your use of or access to that area of the site , services or collective content , as applicable .

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: Knecht Bros. v. Ames Constr., Inc., 404 N.W.2d 859 (Minn.App.1987), in which we held that the clear application of a UCC provision made the appellant’s position frivolous. Id. at 861. Similarly, in Summit House Co. v. Gershman, 502 N.W.2d 422 (Minn.App.1993), this court concluded that the appellant’s claim was frivolous because the appellant’s inter pretation of the law was contrary to existing law. Id. at 425. In the instant case, however, no Minnesota law existed on the issue, and the application of the UCC provision was unclear. We hold that the Bank’s position was not frivolous or taken in bad faith. Although the Bank’s reliance on the WTA provision proved unconvincing, its position was sufficiently grounded in the statute. See Nelson v. Engen, 347 N.W.2d 57, 61 (Minn.App.1984) (<HOLDING>). In addition, the Bank instituted proceedings Options: A. holding that instruction that omitted elements of crime that defense had conceded was error although not plain error B. holding that appellants innovative theory based on minnesotas nofault act although in error was not frivolous C. holding that a jury verdict will be sustained on any reasonable theory based on the evidence D. holding that the pretrial order did not adequately disclose a theory because it did not give notice of that theory E. holding that the jury need not agree on the theory supporting the conviction if there is sufficient evidence to support either theory

assistant: The best answer is B. holding that appellants innovative theory based on minnesotas nofault act although in error was not frivolous
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive shall be entitled to (i) four and one-half (4 1 ⁄ 2 ) weeks annual paid vacation (which shall not accumulate from year to year and shall be “paid” upon termination pursuant to Section 7); (ii) sick leave in accordance with Bank policy; (iii) payment of country club membership dues (as well as any assessments related thereto) of the Board’s choice; (iv) the use of an appropriate Bank-owned vehicle; and (v) the option to purchase the Bank-owned vehicle for net book upon termination of Executive’s employment. Executive’s personal use of the vehicle will be charged to him at year-end as additional compensation. Executive shall be responsible for his personal expenses at the country club and for compliance with IRS regulations regarding recordkeeping for personal automobile use. Any undocumented use of the country club shall be charged to Executive monthly as a personal expense. Executive shall be absent from the Bank for at least five (5) consecutive business days per year. In addition, Executive shall be allowed to use “points” or “awards” earned from the use of any corporate credit card, any airliner or hotel chain for personal use so long as Executive personally pays for any fees associated with securing such cards or memberships in such reward programs. Upon termination, Executive shall be entitled to all “points” or “awards” earned from the use of any corporate credit card, any airline carrier, or hotel chain for personal use so long as Executive personally pays for any fees associated with securing such cards or memberships in such reward programs.

assistant: Vacations
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: Pursuant to Section 14.2 of the Plan, the Company shall be entitled to deduct from any payment made pursuant to this Notice, the minimum amount necessary to satisfy all applicable income and employment taxes required to be withheld with respect to such payment or may require Optionee to remit to the Company the amount of such tax prior to and as a condition of making such payment.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: you acknowledge that your use of the service is subject to this risk and that you knowingly assume it and make your decisions to participate in the service , contribute content and spend your money accordingly .

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: Request Form. The response from Shuckrow was that this was not a medical issue and that he sh .La. June 9, 2006) (dismissing claim of failure to provide adequate medical care against supervisory officials who “acted consistent with their roles in the prison administration by addressing plaintiffs grievance or referring him to an avenue by which he might obtain relief’); Mosley v. Thornton, 2005 WL 1645781, at *5 (E.D.La. June 20, 2005) (“Plaintiff merely alleges that the Warden was responsible for Thornton and the medical department and that he responded to plaintiffs appeal ... However, the fact that the Sheriff responded to plaintiffs appeal is insufficient to support a constitutional claim against the Sheriff.”); Jones v. Livingston, 2005 WL 3618316, at *3 (S.D.Tex. Jan. 6, 2005) (<HOLDING>); Anderson v. Pratt, 2002 WL 1159980, at *3 Options: A. holding that a state is required to provide medical care to incarcerated individuals B. holding that failure to provide adequate medical care claim asserted against supervisory prison official should be dismissed because the fact that he did not respond to or denied plaintiffs grievances does not alone state a claim C. holding that an inmate has a first amendment right to file grievances against prison officials D. holding that private doctor under contract with a state prison to provide medical care to prisoners acted under color of state law when he treated inmate E. holding that administrative remedies are unavailable if prison officials fail to respond to prisoners grievances

assistant: The best answer is B. holding that failure to provide adequate medical care claim asserted against supervisory prison official should be dismissed because the fact that he did not respond to or denied plaintiffs grievances does not alone state a 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: There is no Action pending or, to Buyer’s Knowledge, threatened against, Buyer has not received written notice of any pending Investigation against, and, to Buyer’s Knowledge, there is no Investigation pending against, Buyer, and Buyer is not a party to, or subject to or bound by, any Order which, in each case, is reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect.

assistant: Litigations
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: negligent in violation of [its duty of care] when personnel knew or reasonably should have known of potential problems between inmates.”); Jones v. United States, 2012 WL 3777076, at *6-7 (N.D.W. Va. 2012)). C. Warren’s argument, then, is that: Indeed, the widespread acknowledgment of the BOP’s broader duty of care is of a piece with a larger body of case law which makes it clear that, if the FTCA is to have any application at all, the discretionary function exception cannot swallow the rule. These cases make it clear that every dangerous decision made by federal actors that was not specifically forbidden by written regulation cannot be mechanically rubber-stamped a discretionary act. Motion the Amend Reply at 11 (citing Soldano v. United States, 453 F.3d 1140, 1150 (9th Cir. 2006)(<HOLDING>)). That is, even though there is no “specific Options: A. holding that district court did not abuse its discretion in refusing to permit a design defect products liability expert to submit an untimely addendum stating a new claim of failure to warn after defense expert refuted the basis of original design defect opinion B. holding that in the context of construction litigation regarding the alleged negligence of design professionals a tort action for negligent misrepresentation alleging damages based purely on economic loss is not available to a party in privity of contract with a design professional C. holding that where the defendants expert described the product design using superlatives namely the safest design you could possibly put on the machine the plaintiff should have been permitted to impeach the expert by inquiring why the safest design possible was modified following the plaintiffs accident D. holding with respect to class iii device not subject to pma process that negligent marketing and inadequate warning claims were preempted but defective design claim was not preempted because no fda design requirement existed E. holding that the national park services general discretion to design a road did not allow it to disregard basic scientific safety specifications by failing to set a speed limit consistent with its design choices

assistant: The best answer is E. holding that the national park services general discretion to design a road did not allow it to disregard basic scientific safety specifications by failing to set a speed limit consistent with its design choices
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: it is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner 's legal agent .

assistant: Unilateral termination
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: 1574 (11th Cir.1991). Third, the panel reasonably could have decided that further delay would be inequitable. Laws waited more than three years (until only two months before the scheduled hearing) to institute any discovery. Although Laws was ultimately unsatisfied with Morgan Stanley’s responses, Morgan Stanley did respond to his request in a timely fashion. Laws, however, neglected moving for a continuance until the day before the hearing even though he knew in advance that he would be receiving discovery on the eve of arbitration. Accordingly, the panel may have concluded that Laws— having waited for more than three years before initiating discovery — was responsible for his situation. Further delay may have been unfair to Morgan Stanley. See El Dorado Sch. Dist., 247 F.3d at 848 (<HOLDING>). Indeed, Laws’s own motion for continuance Options: A. holding contract to sell a project which contained no time limits was to be performed within a reasonable time as determined by the court based on all the evidence B. holding that reconsideration may not be based on evidence and legal arguments that could have been presented at the time of the challenged decision C. holding as such and noting that all other circuits that have considered the issue have determined that a plaintiff may raise the retaliation claim for the first time in federal court D. holding that the arbitrator reasonably could have determined that postponement was inappropriate because the parties had expended considerable time effort and money based on the hearing dates E. holding that magistrate judge could without consent of parties hold a pretrial hearing and issue a report and recommendation based on the findings made

assistant: The best answer is D. holding that the arbitrator reasonably could have determined that postponement was inappropriate because the parties had expended considerable time effort and money based on the hearing dates
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 Crawford, the victim’s testimony before the grand jury is testimonial in nature. See id. (‘Whatever else the term covers, it applies at a minimum to prior testimony ... before a grand jury[J”). Thus, the grand jury testimony is inadmissible absent a finding that Defendant forfeited his confrontation rights. {49} We also hold that the statement taken by Lewandowski at the police station is testimonial because it was given in response to a “police i 2d 130, 133 (2005) (“[S]tatements made in response to police questioning after the scene was secure and the victim had assured the officer she did not want emergency medical attention were made in response to investigatory interrogation. As such, they were testimonial per se.”); State v. Walker, 129 Wash.App. 258, 118 P.3d 935, 940 (2005) (<HOLDING>). {51} In this ease, the State acknowledges Options: A. holding appellate argument that statement violated rule 404b was improper because it was the defendant who elicited the statement at trial B. holding witnesss formal signed written statement given at the police station one hour after the crime following structured police questioning was testimonial C. holding victims statement testimonial where it was elicited in response to structured police questioning pursuant to a police investigation D. holding testimonial statements to include those involving a declarants knowing responses to structured questioning in an investigative environment E. holding that postmmmda statement knowingly given in response to structured police questioning was testimonial

assistant: The best answer is C. holding victims statement testimonial where it was elicited in response to structured police questioning pursuant to a police investigation
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 is the result of negotiations among and has been reviewed by counsel to Credit Parties, Agent, each Lender and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against the Lenders or Agent merely because of Agent’s or Lenders’ involvement in the preparation of such documents and agreements. Without limiting the generality of the foregoing, each of the parties hereto has had the advice of counsel with respect to Sections 10.16 and 10.17 .

assistant: Interpretations
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 12 governing Protected Activity, Executive agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”). Except as required by law, Executive may disclose Separation Information only to Executive’s immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Executive’s attorney(s), and Executive’s accountant(s) and any professional tax advisor(s) to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Executive agrees that Executive will not publicize, directly or indirectly, any Separation Information.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution and performance of the transactions contemplated by this Agreement and compliance with its provisions by the Holder will not conflict with or result in any breach of any of the terms, conditions, or provisions of any agreement to which the Holder is a party or by which the Holder or the Holder’s assets or properties is bound.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Loan Parties will, and will cause its Restricted Subsidiaries to, pay and discharge all material Taxes imposed upon it or upon its income or profits, or upon any properties or assets belonging to it, and all material fees or other charges for all lawful claims which, if unpaid, could be reasonably expected to become a Lien (other than Permitted Liens) upon the property of any of the Loan Parties or any of their Restricted Subsidiaries, provided that none of the Loan Parties or their Restricted Subsidiaries shall be required to pay any such Tax, fee or other claim as to which the such Loan Party or Restricted Subsidiary has a good faith basis to believe is not due and owing and, to the extent then appropriate, the payment thereof is being contested in good faith and by proper proceedings, provided that such Loan Party or Restricted Subsidiary maintains adequate reserves in accordance with GAAP with respect thereto.

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: Each of the Banks and each Agent agrees to maintain the confidentiality of the Company Information (as defined below), except that Company Information may be disclosed (a) to such Bank’s or Agent’s Affiliates and its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors who have a need to know such information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and instructed to keep such Company Information confidential on terms substantially similar to this Section 11.11 ), (b) to the extent required or demanded by any governmental agency, self-regulatory authority or representative thereof, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process or to the extent reasonably required in connection with any litigation relating to this Agreement or the Collateral to which such Bank or such Agent, as applicable, is a party, or for purposes of establishing a “due diligence” defense, (d) subject to an agreement containing provisions substantially the same as those described in this Section 11.11 , to (i) any actual or prospective Assignee or Participant or (ii) any actual or prospective counterparty (or its advisors) to any swap, or derivative transaction relating to the Company and its obligations, (e) with the consent of the Company, (f) to the extent such Company Information becomes publicly available other than as a result of a breach of its confidentiality obligations as described in this Section 11.11 , (g) to any other party to this Agreement or (h) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the James River Defendants could not have breached any fiduciary duty to the plaintiffs. (Shetland Off. Mem. at 18, 17, 22). Contribution is accordingly unavailable with respect to this claim. Further, Appaloosa and Tepper’s claim for common law negligence against the James River Defendants must similarly be dismissed. It is clear that under New York law, a claim for negligence requires that the defendant owe a duty to the plaintiff. See Palsgraf v. Long Island R.R. Co., 248 N.Y. 389, 342, 162 N.E. 99 (1928). Further, where a party has not assumed a professional or expert position establishing a duty with respect to the claimed breach, no such duty exists. See Petrosky v. Brasner, 181 Misc.2d 897, 695 N.Y.S.2d 281, 285 (1999), aff'd, 279 A.D.2d 75, 718 N.Y.S.2d 340 (1st Dep’t 2001) (<HOLDING>). Therefore, Tepper and Appaloosa’s claim for Options: A. holding that plaintiff could recover medical fees not actually paid by the insurance company pursuant to an insurance contract B. holding that defendant insurance company could not be held liable in negligence to a plaintiff for failure to disclose the insureds medical condition where defendant insurance company had not assumed a professional and expert position with respect to the insureds physical condition C. holding that legal injury occurred for purposes of negligence action against insurance agent when insurance company rejected the claim D. holding that insureds failure to list his brother as a member of the household was a material misrepresentation that provided the insurance company with grounds to rescind the policy E. holding that insurance company could sue in insureds name following assignment of insureds interest against tortfeasor

assistant: The best answer is B. holding that defendant insurance company could not be held liable in negligence to a plaintiff for failure to disclose the insureds medical condition where defendant insurance company had not assumed a professional and expert position with respect to the insureds physical condition
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: same proceedings. As a result, there is an abundance of decisional law from the pre-Malloy period construing the Indiana right to be free from self-incrimination. Not surprisingly, Indiana self-incrimination doctrine emerged as virtually identical to the federal constitutional right. Many Indiana decisions, based on independent state grounds, in fact preceded and presaged similar rulings from the Supreme Court of the United States. In other instances, judicial development of the Indiana and Fifth Amendment rights to be free from self-incrimination occurred similarly but independently, in some circumstances reaching identical conclusions without reference to relevant authority from the other jurisdiction. Compare Counselman v. Hitchcock, 142 U.S. 547, 12 S.Ct. 195, 35 L.Ed. 1110 (1892) (<HOLDING>) with Comer, 157 Ind. at 613, 62 N.E. at 453 Options: A. holding that a defendants false grand jury testimony was insufficient to establish perjury where the defendant was called before the grand jury for the mere purpose of laying the foundation for a perjury prosecution such testimony was immaterial to the grand jurys purpose B. holding the trial court erred in ordering the transcription of grand jury proceedings so that it could intervene in the operations of the grand jury C. holding that where witness refused to take the oath and testify his grand jury testimony should not have been admitted because he was not subject to cross examination before the grand jury D. holding no right to crossexamine in grand jury proceedings E. holding that right was available in grand jury proceedings

assistant: The best answer is E. holding that right was available in grand jury proceedings
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: sentencing amongst equally culpable defendants will ensure the fairness and integrity of the judicial system. Accordingly, for the reasons elucidated above, the trial court’s sentence should be affirmed. 1 See also United States. v. Pinto-Padilla, 315 Fed. Appx. 718, 723 (10th Cir. 2009) (“We do not require a defendant to object to the substantive reasonableness of his sentence to preserve the issue on appeal and, instead, review the length of his sentence for an abuse of discretion”) (citing United States v. Smart, 518 F.3d 800, 804-06 (10th Cir. 2008)); United States v. Lindsey, 339 Fed. Appx. 956, 958-59 (11th Cir. 2009); and United States v. Reed, 421 Fed. Appx. 113, 115 (2d Cir. 2011). 2 Including but not limited to: State v. Rupar, 293 Conn. 489, 978 A.2d 502, 509 (Conn. 2009) (<HOLDING>); State v. Adamcik, 272 P.3d 417, 457 (Idaho Options: A. holding that as long as the sentencing judge has a reasonable persuasive basis for relying on the information that he uses to fashion his ultimate sentence within the authorized range there should be no interference with his discretion B. holding that a sentence is proper as long as it is within the statutory range prescribed for the offense without regard to drug quantity C. holding apprendi is not implicated by an application of the sentencing guidelines that increases the sentencing range so long as the sentence imposed does not exceed the statutory maximum D. recognizing the range of discretion of the trial judge E. holding that apprendi does not apply to a judges exercise of sentencing discretion within a statutory range so long as a defendants sentence is not set beyond the maximum term specified in the substantive statute

assistant: The best answer is A. holding that as long as the sentencing judge has a reasonable persuasive basis for relying on the information that he uses to fashion his ultimate sentence within the authorized range there should be no interference with his discretion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: from Bagelmann. As in the Restatement example, the implied right in the present case follows logically from certain express terms of the agreement — i.e., the landlord’s right to sell or mortgage the property. And unlike in Bagelmann, the contract here contains an express term (the right to sell) to which the implied obligation (the right to show the property) can be attached. It would “destroy[ ] or injur[e] the right of [Alta Vista] to receive the fruits of the' contract” if we were to decline to find an implied right to show the premises to prospective buyers. See Am. Tower, 809 N.W.2d at 550. Other courts have agreed that the right to sell property implicitly includes the right to show it to prospective purchasers. See, e.g., Magliocco v. Olson, 762 P.2d 681, 685 (Colo.App.1987) (<HOLDING>); Glenn v. Keyes, 107 Utah 415, 154 P.2d 642, Options: A. holding that where the landlord was aware the tenant had moved out a tenant who attached a lock to the door and accidentally retained the keys to the lock was not a holdover tenant B. holding the landlord did not trespass when his agent entered the premises for the purpose of showing them to a potential tenant C. holding landlord jointly liable when he knew of or acquiesced in the tenants trespass D. recognizing the general rule that the landlord is not liable for dangerous conditions existing once the tenant takes possession of the premises E. holding that the tenant was not a holdover tenant despite retaining keys because the tenant recognized the termination of the tenancy relinquished possession of the premises and the landlord was able to gain access to the property

assistant: The best answer is B. holding the landlord did not trespass when his agent entered the premises for the purpose of showing them to a potential tenant
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 have the authority and the right to deduct and withhold an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any Retention Bonus payable under the Plan.

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: Borrower (a) has no Subsidiaries, except as may be disclosed on Schedule 3.17 (the “ Organizational Structure Table ”) and (b) is not engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of Borrower are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of Borrower and each Subsidiary of Borrower, if any, is owned by each of the Persons and in the amounts set forth on the Organizational Structure Table. Except as set forth on the Organizational Structure Table, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which Borrower may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth on the Organizational Structure Table is a true and complete organizational chart for Borrower and its Subsidiaries, which the Credit Parties shall update upon notice to Agent promptly following the incorporation, organization or formation of any Subsidiary.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: attorney fee. After the expenses and attorney fee have been paid, the balance of the recovery shall be apportioned between the employer and the employee or his dependents in the same ratio that the amount due the employer bears to the total amount recovered if there is no finding of comparative fault on the part of the employee, or the total damages determined by the trier of fact if there is a finding of comparative fault on the part of the employee. We agree with SVC that section 287.150 “provides employers a subrogation interest in an employee’s recovery against a third person who is liable to that employee for a physical injury.” ATS, Inc. v. Listenberger, 111 S.W.3d 495, 498 (Mo.App. E.D.2003). In its brief, however, SVC does not cite any authority holding that S.D.1992) (<HOLDING>). SVC’s alternative claim is that it proved its Options: A. holding that a motion to intervene was permitted even though the intervenor filed her motion eighteen days before trial where the intervenor herself could have brought an independent action to seek the same relief as she was within the twoyear statute of limitations commencing on the date of her automobile accident B. holding that an appeal from a denial of a motion to intervene as a matter of right is allowed under rule 2a2 C. holding that rule 5212a1 was inapplicable because the wouldbe intervenor failed to show that any missouri statute unconditionally authorized it to intervene as a matter of right D. holding that a wouldbe intervenor was not entitled to intervene on the basis of rule 5212a1 where she failed to show that any missouri statute conferred upon her an unconditional right to intervene E. holding that a motion to intervene is not dispositive of a claim or defense of a party

assistant: The best answer is D. holding that a wouldbe intervenor was not entitled to intervene on the basis of rule 5212a1 where she failed to show that any missouri statute conferred upon her an unconditional right to intervene
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Addendum No. 11 is deemed to be invalid or unenforceable for any reason, the remainder of this Addendum No. 11 will not be affected. In addition, in lieu of such invalid or unenforceable provision, there will be added automatically as a part of this Addendum No. 11, a valid and enforceable provision as similar in terms to such invalid or unenforceable provisions as is permitted by applicable law.

assistant: Severability