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: (i) The Borrower hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee shall establish, in respect of each Award when granted, the effect of a Termination on the rights and benefits thereunder and in so doing may, but need not, make distinctions based upon the cause of termination (such as retirement, death, disability or other factors) or which party effected the termination (the employer or the employee). Subject to Sections 5.1(a) and (b) above, the Committee may establish, in respect of each Award when granted, the effect of a Change in Control on the rights and benefits thereunder.

assistant: Change In Control
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: concerned statements made during settlement negotiations, not the settlement itself. Vardon, like Steele, helps Pfizer, but not entirely. In that case, the plaintiff issued an interrogatory that sought “information relating to settlement negotiations.” Id. at 651. In denying the plaintiffs motion to compel an answer to this interrogatory, the court noted that “[t]he policy favoring freely-negotiated settlements is one of the strongest in the federal courts, and is enshrined in Fed. R. Evid. 4-08’s [ (“Rule 408”) ] exclusionary rule.” 156 F.R.D. at 652 (emphasis added). Like the Steele court’s discussion of the “settlement privilege,” the Vardon court was addressing statements made in the c ivilege as to communications, it did not wholly cordon off all things settlement. Id. at 981-83 (<HOLDING>). Nor could it. As the Court explains below, Options: A. holding that evidence of settlement may be considered under rule 408 when reviewing a motion for sanctions B. recognizing exceptions in rule 408 as applying to settlement agreements and the occurrence of settlement talks C. holding a settlement privilege exists as to thirdparty discovery of settlement negotiations D. recognizing the confidentiality ordinarily afforded to settlement agreements E. holding that property settlement agreements may be specifically enforced

assistant: The best answer is B. recognizing exceptions in rule 408 as applying to settlement agreements and the occurrence of settlement talks
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 his employment. ¶ 12. The Commission’s decision appropriately recognized that in some cases “horseplay” among coworkers may amount to such a minor deviation from job duties that any injury resulting therefrom will be deemed within the scope and course of employment. See Joe N. Miles & Sons v. Myatt, 215 Miss. 589, 595, 61 So.2d 390, 392 (1952) (finding a compensable claim where a coworker “bear-hugged” the claimant in fun, causing him to fall and injure his back). However, when horseplay rises to the level of a complete and total deviation from the employee’s duties, Mississippi courts have held that resulting injuries are not compensable under the workers’ compensation laws. See, e.g., Earnest v. Interstate Life & Accident Ins., 238 Miss. 648, 650, 119 So.2d 782, 782 (1960) (<HOLDING>); Persons v. Stokes, 222 Miss. 479, 488, 76 Options: A. holding intentional assault by coworker to be outside the course and scope of employment B. holding that issues of fact precluded summary judgment on the question of whether an employee was acting within the course and scope of his employment for purposes of insurance coverage when the employee was simply sitting in his vehicle in his employers parking lot waiting for the business to open at the time the accident occurred C. holding as a matter of law that an offduty government agent was not acting within the scope of his employment when he was driving home intoxicated after completing his tour of duty because on no basis would the court conclude that drinking and driving after work hours fell within the scope of the dea agents employment D. holding that an insurance salesman was not within the scope and course of his employment when shooting at birds on a sales call E. holding that a contractors employees were not within the scope and course of their employment when they deviated from their work to shoot at squirrels

assistant: The best answer is D. holding that an insurance salesman was not within the scope and course of his employment when shooting at birds on a sales call
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: v. Sea-Land Serv., Inc., 12 F.3d 381, 386 (2d Cir.1993); Gay v. Barge 266, 915 F.2d 1007, 1010 (5th Cir.1990). The plaintiff was not hired to provide shipbuilding, repairing or breaking services, and therefore his claim under the LHWCA is not barred by the 1984 amendment. 5 . In Scindia and Howlett, the vessel owner and the employer were separate entities. The Supreme Court has not yet considered the vessel owner’s duties in a dual-capacity case. Our sister circuits have grappled with the question whether the duties outlined in Scin-dia and Howlett should also apply to dual-capacity cases. The First and Fifth Circuits have allocated the same vessel duties of care to dual and single capacity defendants. See Morehead v. Atkinson-Kiewit, J/V, 97 F.3d 603, 612 (1st Cir.1996) (en banc) (<HOLDING>); Castorina v. Lykes Bros. S.S. Co., 758 F.2d Options: A. holding plaintiff stated claim in his individual capacity B. holding that the exclusions should be applied C. holding generally that new rules of law should not be applied retroactively in habeas corpus cases D. holding that in a bivens action service upon employee in his official capacity does not amount to service in his individual capacity E. holding that the duties of care described in scindia should be applied in dual capacity cases

assistant: The best answer is E. holding that the duties of care described in scindia should be applied in dual capacity 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: Read the case excerpt and choose the best holding from the options. Case excerpt: because it is one of the “other instruments under which the plan is established or operated.” 29 U.S.C. § 1024(b)(4) (1985). As the district court held, ERISA implicitly limits “other instruments” to those documents that are similar to the documents specifically listed in that section. For example, upon request, an administrator must provide a participant with a copy of the plan description, the latest annual report, any terminal report, the bargaining agreement, or trust agreement. See 29 U.S.C. § 1024(b)(4). These documents all provide participants with direct information about the plan and its benefits. The requested mailing list, in contrast, provides no information about the plan or its benefits. Cf. Lee v. Dayton Power and Light Co., 604 F.Supp. 987, 1002 (S.D.Ohio 1985) (<HOLDING>). It is an unwarranted expansion of the meaning Options: A. holding that plan administrator that was also insurer operated under conflict of interest B. holding that for purposes of the aggravated assault statute if the instrument used is a firearm as defined by section 7900016 then that instrument is a deadly weapon as a matter of law regardless of whether it is loaded or capable of being fired and holding that for purposes of the aggravated assault statute if the instrument is not a firearm then courts are to apply an objective test and look to the nature and actual use of the instrument and not to the subjective fear of the victim or intent of the perpetrator in determining whether the instrument is a deadly weapon C. holding that a payment is under the plan when the debt is provided for in the plan D. holding that a manual containing charts essential to the calculation of benefits is an instrument under which the plan was established or operated E. holding that professionals who advised the plan were not fiduciaries because they had no decision making authority over the plan or plan assets also noting that the power to act for the plan is essential to status as a fiduciary

assistant: The best answer is D. holding that a manual containing charts essential to the calculation of benefits is an instrument under which the plan was established or operated
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each party represents that no real estate broker, salesman, or agent other than JLL (“ Sublandlord’s Broker ) and Newmark Grubb Knight Frank (“ Subtenant’s Broker ”) were instrumental in procuring this Sublease. Each party will indemnify the other against any claim or commission brought by a party other than the Sublandlord’s Broker and the Subtenant’s Broker. If and only if this Sublease is fully executed, Sublandlord shall pay a commission to Sublandlord’s Broker and/or Subtenant’s Broker pursuant to one or more separate agreements with the brokers.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: order to attain the goals of the church or the temple, it is also necessary to construct and maintain a house of worship in which the religious work is conducted. Schreckengost v. Gospel Tabernacle, 188 Pa.Super. 652, 149 A.2d 542, 544 (1959); Farnam v. Linden Hills Congregational Church, 276 Minn. 84, 149 N.W.2d 689, 696 (1967); Levecque v. Dupuis, 119 Conn. 224, 175 A. 782 (1934); Gardner v. Trustees of Main Street Methodist Episcopal Church, 217 Iowa 1390, 250 N.W. 740 (Iowa 1933); Greenway Baptist Church v. Indus. Comm’n, 130 Ariz. 482, 636 P.2d 1264, 1267 (Ct.App.1981), overruled on other grounds by, Young v. Envtl. Air Products, Inc., 136 Ariz. 158, 665 P.2d 40 (Ct.App.1983); accord Nathe v. Franciscan Sisters of the Immaculate Conception, 21 W.C.D. 267 (Minn. Ind. Comm’n 1959) (<HOLDING>). The maintenance and repair of church property Options: A. holding that a hospital cannot be strictly liable under texas law for a defective catheter because a hospital is not a seller engaged in the business of selling the product B. holding that because the trial court did not abuse its discretion in finding the expert report adequate as to the vicarious liability claim against the hospital based on the actions of the doctors plaintiffs suit against the hospital including her claim that the hospital was vicariously hable for the actions of its nurses could proceed C. holding that a general acute care hospital may not delegate its duty to provide physicians for emergency room care because the law imposes a duty on hospital to provide that health care D. holding that care of the grounds was part of the business of the hospital E. holding that a nonprofit hospital may not be a local public entity entitled to utilize the act and its oneyear limitations period if the hospital was not found to have conducted public business

assistant: The best answer is D. holding that care of the grounds was part of the business of the hospital
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: file a forfeiture proceeding in state court related to the currency, the claimants are entitled to a return of the currency. Therefore, we reverse the judgment of the trial court and remand the cause to that court with instructions to enter a judgment in favor of the claimants. REVERSED AND REMANDED WITH INSTRUCTIONS. THOMPSON, P.J., and PITTMAN, BRYAN, and MOORE, JJ., concur. 1 . In Green, the city of Montgomery was identified as the only appellee. However, the summary judgment at issue in Green, which this court reversed, was actually entered in favor of all the defendants. 2 . The State, not the City, is the party with standing to initiate a forfeiture action pursuant to § 20-2-93, Ala.Code 1975. See State v. Property at 2018 Rainbow Drive, 740 So.2d 1025, 1027-28 (Ala.1999) (<HOLDING>). 3 . The claimants couch part of their Options: A. holding a sentencing court is not obligated to expressly weigh on the record each of the factors set out in 3553a B. holding that 20293 incorporates the procedures set out in 284286 et seq alacode 1975 specifying that a drugrelated forfeiture action is to be filed in the name of the state C. holding a forfeiture provision to be a civil action despite its codification in the states criminal code D. holding that the absence of legitimate income supports the finding of probable cause in a forfeiture action E. holding that the district court properly exercised jurisdiction over a criminal forfeiture action where a state court in a related state court forfeiture proceeding had in personam jurisdiction over the same currency subject to forfeiture

assistant: The best answer is B. holding that 20293 incorporates the procedures set out in 284286 et seq alacode 1975 specifying that a drugrelated forfeiture action is to be filed in the name of the state
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. No party may assign any of its duties or obligations hereunder without the prior written consent of the other parties. Any such assignment without such consent shall be null and void ab initio .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 286 (2005). “[T]he intent to sell or [deliver] may be inferred from (1) the packaging, labeling, and storage of the controlled substance, (2) the defendant’s activities, (3) the quantity found, and (4) the presence of cash or drug paraphernalia.” Id. at 106, 612 S.E.2d at 176. “Although ‘quantity of the controlled substance alone may suffice to support the inference of an intent to transfer, sell, or deliver,’ it must be a substantial amount.” Id. at 105, 612 S.E.2d at 176 (quoting State v. Morgan, 329 N.C. 654, 659-60, 406 S.E.2d 833, 835-36 (1991)). In the present case, only 1.89 grams of marijuana was found on defendant’s person, which alone is insufficient to prove that defendant had the intent to sell or deliver. See State v. Wiggins, 33 N.C. App. 291, 294-95, 235 S.E.2d 265, 268 (<HOLDING>), cert. denied, 293 N.C. 592, 241 S.E.2d 513 Options: A. holding that the finding of less than a half pound of marijuana alone was not sufficient to withstand a motion to dismiss B. holding that evidence was sufficient to withstand a motion for acquittal where the threateninglanguage was not ambiguous C. recognizing that a court may deny a motion to amend as futile if the proposed amendment would not withstand a motion to dismiss quotations and citation omitted D. holding that plaintiff who provides evidence of acts more severe than a lack of due care may withstand summary judgment motion on a failure to protect claim E. holding conclusory statements in affidavits and deposition testimony standing alone are insufficient to withstand a properlysupported motion for summary judgment

assistant: The best answer is A. holding that the finding of less than a half pound of marijuana alone was not sufficient to withstand a motion to dismiss
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $4,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: in particular , to the fullest extent permitted by law , we make no representation or warranties about the accuracy , completeness , or suitability for any purpose of the advice , other materials and information published as part of the products .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrowers shall not, and shall not permit any of their respective Subsidiaries to own or create directly or indirectly any Subsidiaries unless no Potential Default or Event of Default exists or would result therefrom.

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 legal provision and list the applicable contract clause categories. Provision: Upon the occurrence of the Termination Date, the Executive shall and shall be deemed to have immediately resigned from any and all officer, director and other positions he then holds with the Company and its Affiliates (and this Agreement shall act as notice of resignation by the Executive without any further action required by the Executive). Except as specifically provided in this Section 4, all other rights the Executive may have to compensation and benefits from the Company or its Affiliates shall terminate immediately upon the Termination Date.

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: v. American Tobacco, Co., 2001 WL 290603, at *9 (N.D.Ill. March 20, 2001) (assumption of risk); In re Ford Motor Co. Ignition Switch, 194 F.R.D. 484, 490 (D.N.J.2000) (comparative and contributory negligence); Barnes v. American Tobacco Co., 161 F.3d 127, 149 (3d Cir.1998) (statute of limitations). 104 . In re Paxil, 212 F.R.D. at 548. 105 . Broussard, 155 F.3d at 342. 106 . Andrews v. American Tel. & Tel. Co., son v. American Tobacco Co., Inc., 189 F.R.D. 544, 557 (D.Minn.1999); In re St. Jude Medical, Inc. Silzone Heart Valves Products Liability Litigation, 2003 WL 1589527, at *14 (D.Minn. March 27, 2003); In re Baycol Products, 218 F.R.D. at 211. 118 . Barnes v. American Tobacco Co., 176 F.R.D. at 500. See also Santiago v. City of Philadelphia, 72 F.R.D. 619, 628 (D.C.Pa.1976) (<HOLDING>). 119 . In re Baycol, 218 F.R.D. at 211 (citing Options: A. holding that more than notice to a defendant is required B. holding that a court should be more hesitant in accepting ab2 suit which contains significant individual issues than it would under subsection 23b3 C. holding that the prison litigation reform act requires a prior showing of physical injury that need not be significant but must be more than de minimis D. holding that it was plain error for trial court to allow more than one conviction of grossly negligent operation of a vehicle where more than one person was injured E. holding that to be admissible a prior inconsistent statement must have been uttered under highly reliable circumstances which would render inferences to be drawn from it more probable than not

assistant: The best answer is B. holding that a court should be more hesitant in accepting ab2 suit which contains significant individual issues than it would under subsection 23b3
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: without the burden of invidiously discriminatory disqualifications”); Quinn v. Millsap, 491 U.S. 95, 109, 109 S.Ct. 2324, 105 L.Ed.2d 74 (1989) (citing Turner, at 364, 90 S.Ct. 532, and holding that the government cannot require property ownership as a prerequisite to running for and holding public office). Additionally, Molina-Crespo alleges that the wealth-based classification is the result of disparate impact. Under the Supreme Court’s disparate impact jurisprudence, however, an individual claiming discrimination based on disparate impact must also show evidence of a discriminatory animus by Congress when it passed the statute. See Washington v. Davis, 426 U.S. 229, 242, 96 S.Ct. 2040, 48 L.Ed.2d 597 (1976); Mobile v. Bolden, 446 U.S. 55, 67, 100 S.Ct. 1490, 64 L.Ed.2d 47 (1980) (<HOLDING>). Molina-Crespo shows no evidence of such Options: A. holding that there is no disparate impact claim under the adea B. holding that causal nexus did not exist where there was no evidence that the disclosure had an impact on the testimony of witnesses C. holding that an election system that had the impact of disadvantaging minorities was not to be subjected to strict scrutiny unless there was proof of a discriminatory purpose D. holding that where there is no essential conflict as to the facts and the evidence the trial court was correct in refusing to submit the theory of strict liability to the jury E. holding that an invidious discriminatory purpose may often be inferred from the totality of the relevant facts

assistant: The best answer is C. holding that an election system that had the impact of disadvantaging minorities was not to be subjected to strict scrutiny unless there was proof of a discriminatory purpose
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands, and other communications provided for by this Agreement will be in writing and shall be deemed sufficient upon receipt, when delivered personally or by a nationally-recognized delivery service (such as Federal Express), or three (3) business days after being deposited in the U.S. mail as certified mail, return receipt requested, with postage prepaid, if such notice is properly addressed. Unless otherwise changed in writing, notice shall be properly addressed to Officer if addressed to the address of Officer on Umpqua’s books and records at the time of mailing of such notice, and properly addressed to Umpqua if addressed to Umpqua Holdings Corporation, One SW Columbia, Suite 1200, Portland, Oregon 97258, Attention: Chief Executive Officer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby employs Executive, and Executive accepts employment as the Company’s Vice President of Store Development. During the term of this Agreement, Executive shall report to the Company’s President and Chief Executive Officer, and shall perform those duties as from time to time assigned.

assistant: Employment
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 Agreement is held to be illegal, invalid, or unenforceable under any applicable law, then, if legally permissible, such provision will be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no modification will make the provision legal, valid and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If a lot of Product fails to conform to the specifications or was not manufactured in compliance with cGMP (if applicable) and the manufacturing process, then Supplier will, at Vericel’s sole option: (a) at Supplier’s cost and expense, replace the Product by manufacture of a new lot as soon as reasonably possible; or (b) refund in full the fees and expenses paid by Vericel for such lot.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of Holdings and its Restricted Subsidiaries owns, or has a valid license or right to use, all Intellectual Property necessary for the conduct of its business as currently conducted free and clear of all Liens except as permitted by the Loan Documents, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. To the Borrower’s knowledge, the use of such Intellectual Property by Holdings or its Restricted Subsidiaries does not infringe on the rights of any Person in a manner that would reasonably be expected to have a Material Adverse Effect . Holdings and its Restricted Subsidiaries take all reasonable actions that in the exercise of their reasonable business judgment should be taken to protect their Intellectual Property, including Intellectual Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent and the U.S. Collateral Agents may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any U.S. Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any U.S. Secured Party). Any such Person shall benefit from this Article 10 to the extent provided by the Administrative Agent and the U.S. Collateral Agents.

assistant: Duties
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 you do not tell us within that time , you release us from all liability and claims of loss resulting from the error and we wo n't be required to correct the error or provide a refund .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the transactions contemplated herein are not consummated, or following the occurrence of the termination of this Agreement with respect to all Parties, nothing herein (or in any of the Definitive Documentation, including the CEOC Plan) shall be construed as a waiver by any Party of any or all of such Party’s rights, remedies, claims, and defenses and the Parties expressly reserve any and all of their respective rights, remedies, claims and defenses.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After giving effect to the transactions contemplated by this Agreement and before and immediately after giving effect to each Loan to be made hereunder, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Employment Period, Employer will pay Executive a base salary at the same rate as in effect on the date hereof in accordance with the terms set forth in the Original Senior Management Agreement (as may be adjusted pursuant hereto, the “ Annual Base Salary ”). For each fiscal year ending during the Employment Period, Executive shall be eligible for an annual bonus in an amount up to 100% of the Annual Base Salary, as determined by the Board in good faith based upon the performance of Executive and the achievement by the Parent, Employer and the other Subsidiaries of the Parent of financial, operating and other objectives mutually agreed upon by the Board and Executive, to be paid in the following fiscal year on or prior to April 30. In addition, during the Employment Period, Executive will be entitled to such other benefits as are approved by the Board and made generally available to all senior management of the Parent and Employer. The Annual Base Salary shall be reviewed annually by the Board for potential increases.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: claim "'contain[ed] an 'extra element' [to] qualitatively 'distinguish[ }" it from rights provided under copyright law. Id. at 1535. But because the same act-Le., reproduction, distribution, or display-would trigger both a misappropriation and a copyright claim, and because the artist's allegation that she had been deprived of her sweat equity was "not qualitatively different from [a] . copyright infringement [claim]," the district court Held that the Copyright Act preempted the artist's misappropriation claim. Id. at 1535-36. 29 . Numerous cases concerning reproduction of photographs have held that the Copyright Act preempted state law misappropriation claims because the state law claims lacked an extra element. See, eg., Levine v. Landy, 832 F.Supp.2d 176, 191-92 (N.D.N.Y.2011) (<HOLDING>); CoStar Grp. Inc. v. LoopNet, Inc., 164 Options: A. holding copyright act preempted photographers misappropriation claim when claim did not have extra element such as breach of fiduciary duty B. holding that breach of fiduciary duty claim was preempted by fehba C. holding misappropriation claim by real estate information service provider against website using services photographs was preempted by copyright act because claim had no extra element D. holding that utsa preempted a breach of fiduciary duty claim because the factual allegations supporting that claim involved only the misappropriation of information E. holding that even if utah law recognized tort of misappropriation such a claim would be preempted by copyright act

assistant: The best answer is A. holding copyright act preempted photographers misappropriation claim when claim did not have extra element such as breach of fiduciary duty
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 has full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: and convincing evidence that the parent has knowingly placed or knowingly allowed the child to remain in conditions or surroundings which endanger the physical or emotional well-being of the child. Tex. Fam.Code Ann. § 161.001(1)(D) (Vernon Supp.2009). Inappropriate, abusive, or unlawful conduct by persons who live in the child’s home or with whom the child is compelled to associate on a regular basis in the home is a part of the “conditions or surroundings” of the child’s home under section D. In re C.L., No. 2-09-126-CV, 2009 WL 3078588, at *2 aving a relationship with R.A., would not provide adequate nutrition for R.A., and had no means to financially support R.A. due to Akin’s perpetual unemployment. See In re T.T., 39 S.W.3d 355, 362 (Tex.App.-Houston [1st Dist.] 2001, no pet.) (<HOLDING>). There is sufficient evidence that shows Options: A. holding evidence legally and factually sufficient to terminate mothers parental rights under section e for endangering physical wellbeing of child based in part on evidence that mother remained with physically abusive person while she was pregnant B. holding evidence supported terminating mothers parental rights under section d based in part on evidence that mother could not adequately protect or provide financially for children C. holding evidence legally and factually sufficient under sections d and e to terminate mothers parental rights based in part on evidence that mother placed children with father who lived transient lifestyle with children D. holding evidence legally and factually sufficient under sections d and e to terminate mothers parental rights based in part on evidence that mother placed children with physically abusive father E. holding evidence insufficient to terminate mothers parental rights under section c because mother made arrangements for adequate support of children evidence showed mother left children with father who maintained steady employment and adequately supported children mother knew that father would provide adequate support and mother left children pursuant to agreed divorce decree

assistant: The best answer is B. holding evidence supported terminating mothers parental rights under section d based in part on evidence that mother could not adequately protect or provide financially for children
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 or prior to the Restatement Effective Closing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 6.05(a), (c) and (d) , which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent .

assistant: Financial Statements
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: here. We fail to see how Petitioner’s statutory right to seek review of the City’s land use decision should be defeated by the subsequent execution of a private settlement agreement and the entry of a stipulated order of dismissal. The Dismissal Based Upon the Settlement Agreement is Not an Order Entitled to Preclusive Effect {9} The City and Wal-Mart contend that Petitioner’s appeal should be regarded as an impermissible col 122 (1918) (observing that judgments evidenced by patents are immune from collateral attack); VanderVossen v. City of Espanola, 2001-NMCA-016, ¶¶ 17-21, 130 N.M. 287, 24 P.3d 319 (applying the bar against collateral attacks in regard to a municipal authority’s final zoning decision); Sanders v. Estate of Sanders, 122 N.M. 468, 469, 927 P.2d 23, 24 (Ct.App.1996) (<HOLDING>); Royal Int’l Optical Co. v. Tex. State Optical Options: A. recognizing collateral attack on void order B. holding that an attempt to set aside a divorce decree constituted an impermissible collateral attack C. recognizing that a trial court can set aside verdict D. holding that insofar as the university actions were taken in an attempt to comply with the requirements of title ix plaintiffs attack on those actions is merely a collateral attack on the statute and regulations and is therefore impermissible E. holding that the trial court was without authority to set aside entry of default on motion to set aside default judgment

assistant: The best answer is B. holding that an attempt to set aside a divorce decree constituted an impermissible collateral attack
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: neglect, or abandonment. It appears from the record that at the time of the termination hearing, the case plan, in- eluding the addendum, as to E.C. had not been technically “filed with the court.” However, it appears that this technical omission was inadvertent. The case plan was reviewed and approved by the court after E.C. was born, the addendum to the case plan made reference to the Mother’s visit to and departure from the hospital during the Mother’s twenty-eighth week of pregnancy, and the case plan was continually reviewed by the court throughout the year and a half prior to the filing of the petition for termination and throughout the next year and a half prior to the termination hearings. Cf. Y.F. v. Dep’t of Children & Family Servs., 893 So.2d 641, 642 (Fla. 2d DCA 2005) (<HOLDING>). Several judicial review hearings were held in Options: A. holding that the conversion of a chapter 7 petition to a chapter 13 petition was not final until the plan itself was approved B. holding in a termination of parental rights case that as a question of law the trial courts ruling that the facts of this case sufficiently support the termination ground of willful abandonment are reviewed de novo with no presumption of correctness C. holding that trial court erred in granting petition for termination of parental rights based on noncompliance with case plan when case plan was not filed and approved by the court until seven months after petition for termination was filed D. holding in termination of parental rights case that trial court erred in taking judicial notice of evidence before him in guardianship hearing in same case E. holding that petitioner was dili gent for equitable tolling purposes where petitioner filed state petition two months after conviction was final and filed federal petition seven days after discovering state had denied petition on the merits

assistant: The best answer is C. holding that trial court erred in granting petition for termination of parental rights based on noncompliance with case plan when case plan was not filed and approved by the court until seven months after petition for termination was filed
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: (1970) (Harlan, J., concurring)); see also Iddings v. Mee-Lee, 82 Hawai'i 1, 13, 919 P.2d 263, 275 (1996); Masaki, 71 Haw. at 13-14, 780 P.2d at 573-74. It follows, then, that “[i]n cases involving individual rights, whether criminal or civil, the standard of proof at a minimum reflects the value society places on individual liberty.” Addington, 441 U.S. at 425, 99 S.Ct. at 1809 (citation and internal quotation marks omitted). Under the preponderance of the evidence standard, both “parties share the risk of an erroneous verdict in roughly equal fashion.” Masaki, 71 Haw. at 14, 780 P.2d at 574 (citing Addington, 441 U.S. at 423, 99 S.Ct. at 1807-08); see also Iddings, 82 Hawai'i at 13, 919 P.2d at 275. On the other hand, under the clear and convincing proof standard, the interest 1997) (<HOLDING>). We hold, therefore, that the legislature is Options: A. holding the due process rights of one acquitted by insanity are not violated when he or she is committed on a determination of risk of danger to self or the person or property of others by a preponderance of the evidence B. holding that doctrine does not violate due process C. holding at trial a criminal defendant has the burden to prove his insanity by a preponderance of the evidence D. holding hrs 7044114 which places the burden on the insanity acquittee to prove by a preponderance of the evidence that he or she is fit to be released does not violate due process principles E. holding sections 801 and 204 of the texas penal code work together to impose the burden on the defendant to prove insanity by a preponderance of the evidence

assistant: The best answer is D. holding hrs 7044114 which places the burden on the insanity acquittee to prove by a preponderance of the evidence that he or she is fit to be released does not violate due process principles
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 4. Except as otherwise provided in this Agreement, without the prior written consent of the Disclosing Party, Recipient shall not disclose to any person or entity (other than its Representatives who are involved in its evaluation of the Purpose) any information with respect to the occurrence or content of any discussions or negotiations between the Parties.

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: Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee by hand or at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be executed as of the 12 th day of March, 2019.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of this Settlement Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that has the effect nearest to that of the provision to be replaced.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: requirement may be satisfied post-trial, like in Remmer, or during trial. See Ladd v. South Carolina, 415 F.2d 870, 873 (4th Cir.1969) (explaining that by conducting an “adversary proceeding ... in open court during the state trial,” the trial judge did “precisely that taught by Remmer”). Accordingly, it is clearly established federal law for purposes of our review under AEDPA that a defendant is entitled to a hearing when he or she presents a credible allegation of communications or contact between a third party and a juror concerning the matter pending before the jury. 2. Of course, not every allegation of an unauthorized communication between a juror and a third party will trigger the Remmer presumption and its corresponding hearing requirement. See Haley, 802 F.2d at 1537 n. 9 (<HOLDING>). To be sure, “due process does not require a Options: A. holding that the remmer presumption did not apply where the communication was innocuous and the defendant had failed to present evidence that the communication was prejudicial B. recognizing that certain kinds of extrajudicial contacts may amount to nothing more than innocuous interventions that simply could not justify a presumption of prejudicial effect C. recognizing the general rule of avoiding excessive posttrial inquiry into actions of counsel at trial in order to avoid any chilling effect on attorneys willingness to serve and stating that nothing would encourage a proliferation of ineffectiveness of counsel claims more than to permit an accused to establish the prejudice prong of strickland on a showing of nothing more than speculation that he had been prejudiced by his counsels performance D. recognizing presumption E. recognizing this presumption

assistant: The best answer is B. recognizing that certain kinds of extrajudicial contacts may amount to nothing more than innocuous interventions that simply could not justify a presumption of prejudicial effect