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 case excerpt and choose the best holding from the options. Case excerpt: court correctly dismissed the complaint as barred by governmental immunity. Judge MICHELE M. CHRISTIANSEN authored this Opinion, in which Judges CAROLYN B. MeHUGH and J. FREDERIC VOROS JR. concurred. 1 . Although we agree with the State that Glaittli did not preserve his argument under the public improvement waiver, that provision does not affect our analysis because both the negligence waiver and the public improvement waiver are equally affected by the natural condition exception. 2 . The State also does not contest that the injuries occurred on publicly owned and controlled lands. 3 . Although there is no Utah authority on this point, the California Court of Appeal has considered similar issues. See Osgood v. County of Shasta, 50 Cal.App.3d 586, 123 Cal.Rptr. 442, 444-45 (1975) (<HOLDING>); Knight v. City of Capitola, 4 Cal.App.Ath Options: A. holding lake on private land was not navigable in fact and there was no right of public use and enjoyment as lake was not fed by or part of a navigable stream B. holding that the tribes are the beneficial owners of the south half of flathead lake and that tribal ownership encompasses the lake bed to the high water mark C. recognizing the need for reasonable preservation of the natural environment and allowing minimum stream flow and natural lake surface level and volume appropriations on behalf of the people of the state of colorado for that purpose D. holding that legislative purpose for new jersey governmental tort immunity statute encouraging public agencies to open unimproved lands to public use was not thwarted when immunity was not applied to injuries caused by dead tree collapsing onto adjacent public road or private residential property E. holding that the county was immune from suit for injuries incurred in a collision on a manmade lake under the california tort claims act which provides governmental immunity for an injury caused by a natural condition of any unimproved public property including but not limited to any natural condition of ary lake stream bay river or beach quoting cal govcode 8312

assistant: The best answer is E. holding that the county was immune from suit for injuries incurred in a collision on a manmade lake under the california tort claims act which provides governmental immunity for an injury caused by a natural condition of any unimproved public property including but not limited to any natural condition of ary lake stream bay river or beach quoting cal govcode 8312
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: representative. The complaint asserted causes of action for (1) an accounting of trust funds, (2) conversion by Petitioner and Martin Woolin of trust funds, and (3) a constructive trust of assets, including the subject property, acquired by Petitioner and Martin Woolin with misappropriated trust funds. On August 6, 2002, Respondents also filed and recorded a notice of lis pendens relating to the subject property. Petitioner filed an emergency motion to remove the lis pendens from the subject property. Prior to a hearing on the motion, Respondents filed the affidavit of Tony Argiz, a forensic accountant, in an effort to demonstrate the fair nexus necessary to maintain the lis pendens against the subject property. See, e.g., Conseco Servs., LLC. v. Cuneo, 904 So.2d 438 (Fla. 3d DCA 2005)(<HOLDING>). On September 19, 2002, a hearing was held Options: A. holding that the proponent of a lis pendens must show a fair nexus between the alleged fraudulent transfer and the real property encumbered by the lis pendens B. holding that suit arose from alleged fraudulent transfer of real property located in texas even though the allegedly fraudulent assignment occurred in california C. holding that a nexus between the corporate officers or directors official activity and the matter for which indemnification is sought must be shown though no more than a nexus whether a nexus exists is a question of fact to be determined by the trial court considering all the circumstances surrounding the proposed indemnification D. holding that debtors cannot claim an exemption in a homestead after trustee avoided the transfer of the property as a fraudulent conveyance because the transfer by the debtors was voluntary E. holding that appellants failed to state a claim regarding real property therefore the lis pendens was improperly granted and could be canceled notwithstanding appeal

assistant: The best answer is A. holding that the proponent of a lis pendens must show a fair nexus between the alleged fraudulent transfer and the real property encumbered by the lis pendens
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 addition to other terms which may be defined herein (including, without limitation, in the preamble and recitals to this Agreement, terms used, but not defined, herein shall have the meanings given such terms in the Credit Agreement.

assistant: Definitions
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 her ability to engage in it without detection, were facilitated by her ability to engage in the necessary transactions without supervisory approval. Her position provided her with the freedom to commit her difficult-to-detect embezzlement activities. Accordingly, the district court properly increased Me-drano’s sentence two offense levels pursuant to § 3B1.3 of the Sentencing Guidelines. AFFIRMED. 1 . The first federal victims’ rights legislation was the Victim and Witness Protection Act of 1982 (VWPA). Congress amended and expanded the VWPA with the passage of the Victims of Crime Act of 1984, the Victims Rights and Restitution Act of 1990, the Violent Crime Control and Law Enforcement Act of 1994, the Antiterrorism, and Effective Death Penalty Act of 1996 and (2nd Cir.1998) Options: A. holding a single vulnerable victim is sufficient to support application of the vulnerable victim enhancement B. holding vulnerable victim factor sufficiently supported by evidence that victim was 82 and physically unable to resist attackers C. holding that the defendants substantial rights were not affected by a sentencing guidelines enhancement even in the absence of a specific finding by the district court because the evidence amply supported the enhancement D. holding that the district court lacked authority to revisit the application of the career offender enhancement in a 3582 motion because that enhancement was not affected by a retroactive amendment E. holding bank customers affected by embezzlement could be victims for purposes of vulnerable victim enhancement

assistant: The best answer is E. holding bank customers affected by embezzlement could be victims for purposes of vulnerable victim enhancement
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: To the extent shares of Common Stock subject to the Award fail to vest pursuant to this Section 3, then the Award shall be forfeited as it relates to those shares (except as provided in Section 7 in connec tion with a Change in Control), and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to unvested accumulated dividend equivalents under Section 2).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Party agrees to pay, without right of reimbursement from the other Parties, all costs and expenses incurred by it incident to without limitation, the process leading to the execution of this Agreement, the negotiations and preparations of this Agreement and the performance of its obligations hereunder, including, without limitation, the fees of and disbursements to counsel, accountants, financial advisors, experts and consultants employed by the respective Party in connection with the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may not be modified or amended, except by an agreement in writing signed by the Parties. The Parties may waive any of the conditions contained herein or any of the obligations of the other Party hereunder, but any such waiver shall be effective only if in writing and signed by the Party waiving such conditions and obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party shall execute and deliver all agreements, documents and instruments, each in form and substance satisfactory to Lender, and take all actions as Lender may reasonably request from time to time, to perfect and maintain the perfection and priority of the security interest in the Collateral held by Lender and to fully consummate the transactions contemplated under this Amendment and the Credit Agreement, as modified hereby.

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: (a) In the event of a breach of this Agreement, the nonbreaching Party may maintain an action for specific performance against the Party who is alleged to have breached any of the terms of this Agreement. This subparagraph (a) of this Section 13 of this Agreement will not be construed to limit in any manner any other rights or remedies an aggrieved Party may have by virtue of any breach of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the complete understanding between and among OCLN and Auctus and supersedes all prior agreements and understandings, oral or written, between the Parties hereto, including but not limited to the Purchase Agreements and the Notes. No other promises or agreements, either express or implied, shall be binding unless in writing and signed by the Parties after the execution of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the court grants defendant’s motion for summary judgment. (D.I.51). An appropriate order shall issue. ORDER At Wilmington this 11th day of March, 2008, consistent with the memorandum opinion issued this same date; IT IS HEREBY ORDERED that defendant’s motion for summary judgment (D.I.59) is granted. The Clerk of Court is directed to enter judgment in favor of defendant and against plaintiff. 1 .“Every person who, under color of any statute, ordinance, regulation, custom, or usage, of any State or Territory, subjects, or c iff is not entitled to nominal or punitive damages. In addition, defendant is entitled to summary judgment based on qualified immunity because he did not violate a constitutional right. See Saucier v. Katz, 533 U.S. 194, 201, 121 S.Ct. 2151, 150 L.Ed.2d 272 (2001) Options: A. recognizing the right to trial by jury is a constitutional right to be given the same protections as other constitutional rights B. holding right to testify was federal constitutional right C. holding that the threshold inquiry assuming as true the facts alleged by the injured party is whether the officers conduct violated a constitutional right D. holding that in excessive force cases the threshold question for the court is whether the officers conduct violated a clearly established constitutional right E. holding officers conduct must violate a constitutional right

assistant: The best answer is E. holding officers conduct must violate a constitutional right
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: 4(k)(2) as a basis for jurisdiction. This omission is not decisive, for it is clear that “[fjederal courts are entitled to apply the proper body of law, whether the parties name it or not.” ISI Int’l, 256 F.3d at 551-52 (citing Kamen v. Kemper Financial Services, Inc., 500 U.S. 90, 111 S.Ct. 1711, 114 L.Ed.2d 152 (1991), and finding jurisdiction under Rule 4(k)(2) though the parties did not raise rule 4(k)(2) at the district court or appellate level). GMAC has consistently argued that jurisdiction would be proper in the Virginia courts, which is in apparent contradiction with a claim of personal jurisdiction under Rule 4(k)(2). Yet, personal jurisdiction claims may be properly analyzed in the alternative under 4(k)(l)(A) and 4(k)(2). See Dee-K Enterprises, 982 F.Supp. at 1144 n. 10 (<HOLDING>). Thus, neither GMAC’s failure to assert Options: A. holding that the massachusetts longarm statute provides for jurisdiction over a nonresident personal representative when the decedent had sufficient contacts with the forum such that the decedent would have been subject to personal jurisdiction had he lived B. holding that no basis existed for personal jurisdiction after reviewing the plaintiffs alleged contacts pursuant to the territorys longarm statute and rule 4k2 C. holding that rule 4k2 provides an alternative basis for jurisdiction to the extent that plaintiffs allegations do not support jurisdiction under the virginia longarm statute D. recognizing that personal jurisdiction of federal courts of course may be grounded in state longarm or other jurisdiction statutes in civil rico cases E. holding that the jones act provides an independent basis for subject matter jurisdiction

assistant: The best answer is C. holding that rule 4k2 provides an alternative basis for jurisdiction to the extent that plaintiffs allegations do not support jurisdiction under the virginia longarm statute
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: CRCO’s first refusal rights to the NewVector interest. Oregon RSA, accepting the invitation of the district court, moved for sanctions on the basis of the defendants’ responses to discovery requests. The district court permitted the defendants to supplement the record by affidavits but did not hold an evidentiary hearing. By opinion of January 9, 1995 the district court awarded sanctions in the form of attorneys’ fees caused by the defendants’ delayed responses to discovery requests. The district court found that the defendants had violated Federal Rule of Civil Procedure 26(g)(3) and that they had acted in bad faith. The defendants were found jointly and severally liable for the sa leged contract revoking the refusal. See McCombs v. McClelland, 223 Or. 475, 354 P.2d 311, 314 (1960) (<HOLDING>), nor was there evidence that the lawyer had Options: A. holding that an interest obtained through an agreement supported by consideration is superior to that of a named beneficiary who has given no consideration B. holding that an agreement in violation of antitrust laws may be enforceable where the parties underlying conduct is legal C. holding that new york common law must be applied to determine whether the parties formed an oral settlement agreement and state statutory law must be applied to determine whether the agreement if any is enforceable D. holding that under oregon law an agreement must be supported by consideration to be legally enforceable E. holding that under oregon law an acceptance of an offer must be positive unconditional unequivocal and unambiguous

assistant: The best answer is D. holding that under oregon law an agreement must be supported by consideration to be legally enforceable
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: guilty but for the district court’s errors. See Vonn, 535 U.S. at 59, 122 S.Ct. 1043. Therefore, his substantial rights were not affected, and he cannot show plain error. See id. Araromi also contends that the factual basis was insufficient to support his guilty plea. He does not dispute the existence of an agreement between two or more persons to possess with intent to distribute a mixture or substance contain ing a detectable amount of cocaine, that he knew of this agreement, or that he voluntarily participated in the conspiracy. See United States v. Patino-Prado, 533 F.3d 304, 309 (5th Cir.2008). Instead, he contends that the factual basis was unclear as to the actual weight of the drugs involved in the conspiracy. See United States v. DeLeon, 247 F.3d 593, 596 (5th Cir.2001) (<HOLDING>). Because Araromi did not challenge the Options: A. holding harmless any error in district courts drug quantity determination where undisputed quantity of drugs was enough to place defendant at the base offense level calculated by the district court B. holding that when the indictment charges that a certain minimum quantity of drugs is involved in the offense proof of that quantity is a fourth element of the offense C. holding that postapprendi drug quantity is an element of the offense to be proven to jury D. holding that the quantity of drugs involved in an offense does not support a downward departure because the legislature intended the quantity of drugs to be a determining factor in varying penalties E. holding that drug quantity is an element of an offense under 21 usc 841

assistant: The best answer is B. holding that when the indictment charges that a certain minimum quantity of drugs is involved in the offense proof of that quantity is a fourth element of the offense
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 finally held to be invalid, illegal or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired and (b) the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

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: No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

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 case excerpt and choose the best holding from the options. Case excerpt: CURIAM. Affirmed, without prejudice to file a timely and sufficient postconviction motion. The trial court did not rely on Mr. Vazquez’s pending charges in imposing his sentence. Cf. Fernandez v. State, 42 Fla. L. Weekly D 502a, 212 So.3d 494, 2017 WL 788407 (Fla. 2d DCA Mar. 1, 2017) (<HOLDING>). NORTHCUTT, SILBERMAN, and LaROSE, JJ., Options: A. holding that district court adequately explained its reasons for imposing life sentence based on review of the transcript of the sentencing hearing taken together with the courts closing remarks B. holding that the trial court improperly relied on a subsequent charge in sentencing where the trial court stated she was imposing the sentence based on the fact that you reoffended among other reasons C. holding that trial court erred in rendering takenothing judgment notwithstanding jurys verdict in favor of plaintiff based on defendants properly preserved charge error and concluding that proper remedy was for trial court to grant new trial based on the charge error D. holding that in order to aid the appellate review of whether an abuse of discretion has occurred at sentencing the trial court is required to articulate on the record reasons for imposing a particular sentence E. holding that the trial court properly considered the defendants subsequent arrests for two other robberies while on bond when sentencing the defendant

assistant: The best answer is B. holding that the trial court improperly relied on a subsequent charge in sentencing where the trial court stated she was imposing the sentence based on the fact that you reoffended among other reasons
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: Seller represents and warrants to Buyer that each Purchased Mortgage Loan sold in a Transaction hereunder, as of the related Initial Purchase Date for such Transaction, conforms to the applicable representations and warranties set forth in Exhibit VI attached hereto, except as disclosed to Buyer in writing prior to the related Initial Purchase Date for the Transaction in which such Purchased Mortgage Loan is purchased by Buyer and reflected in the related Confirmation. It is understood and agreed that the representations and warranties set forth in Exhibit VI hereto, if any, shall survive delivery of the respective Mortgage Loan File to Buyer or its designee (including the Custodian) to the extent permitted by applicable law. With respect to each Purchased Mortgage Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered under this Agreement and the Custodial Agreement for such Purchased Mortgage Loan have been delivered to Buyer or the Custodian on its behalf. As of each Purchase Date, Seller or its designee is in possession of a complete, true and accurate Mortgage Loan File with respect to each Purchased Mortgage Loan, except for such documents the originals of which have been delivered to the Custodian.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation.

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: All information and documents (whether or not specified in this Agreement) which may be reasonably requested by Lender related to Borrower, Guarantor, or any real or personal property which will serve as security for the Loan, or to any of the transactions mentioned in or contemplated by this Agreement, including without limitation, all material management, franchise, operating or joint marketing, and license agreements, for or of the Portfolio.

assistant: Approvals
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 Loan Party, and all directors, officers, agents, employees or Affiliates of the Loan Parties have conducted their business in accordance with Anti-Corruption Laws in all material respects and have instituted and maintained policies and procedures which are reasonably expected to achieve compliance with such Anti-Corruption Laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The issuance of this SAR (and the Shares upon exercise of this SAR) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the SAR or any of the shares pursuant to this Agreement if any such issuance would violate any such requirements.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless the Committee determines to provide for treatment that is more favorable to you on such terms and conditions as the Committee may determine, if your employment is terminated by death, Disability or by Early Retirement or Normal Retirement, you (or, as applicable, your legal representative or beneficiary) will receive a payment with respect to a pro-rata portion of your Performance Units, determined based on a fraction, the numerator of which is your period of employment during the Award Period and the denominator of which is the total number of days in the Award Period. The amount in respect of your pro-rated Performance Units will be determined by applying the performance achieved through the end of the Award Period (or the date of a Change in Control, if applicable) against the schedules set forth in Sections 2(b) and 2(c) above. The remaining portion of your Performance Units (i.e., the excess over the pro-rated portion) shall be forfeited as of the date your employment terminates.

assistant: Death
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: board, officers or agents.”). 8 . See S. 363, 138th Gen. Assembly 7, 70 Del. Laws ch. 349, § 8 (1996) ("These amendments are not intended to alter the fiduciary duties of a board of directors in authorizing a merger agreement with terms that turn on determinations or actions made by any person or body, or in making any determinations or taking any action constituting a fact under these sections.”), quoted in 2 Welch, supra, § 251.10, at GCL-IX-126; 1996 Amendments, supra, at 315 (“[T]he amendments are not intended in any way to alter the fiduciary duties of directors approving a merger agreement or making determinations, or taking any other action that constitutes a fact within the merger agreement.”). 9 . See Orloff v. Shulman, 2005 WL 3272355, at *9 (Del.Ch. Nov. 23, 2005) (<HOLDING>); see also Wilm. Hous. Auth. v. Nos. 500, 502 & Options: A. holding res judicata also applies to those in privity with parties B. holding additional parties in second suit do not prevent the application of res judicata based on the first suit C. holding that res judicata applies when the parties are identical or in privity the first suit proceeded to a final judgment on the merits and the second claim is based on the same set of transactional facts as the first D. holding that defendant in second suit was in privity for res judicata purposes because his interests were aligned with those of defendant in first suit which concerned same facts E. holding that under florida law for the purposes of collateral estoppel an attorney is in privity with his or her client in a previous suit when the opposing party in that action brings a subsequent suit against the attorney based in the same facts

assistant: The best answer is D. holding that defendant in second suit was in privity for res judicata purposes because his interests were aligned with those of defendant in first suit which concerned same facts
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 (a) by 8:30 a.m. (New York City time) on the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

assistant: Publicity
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 amends and restates that certain Loan Agreement, dated as of February 5, 2010, by and between PLP U.S. and Lender, as previously amended from time to time (the “Original Loan Agreement” ). As such, this Agreement represents in part a renewal of, and is executed and delivered in substitution and exchange for, and not in satisfaction of or a novation of, the Loans and the other obligations under the Original Loan Agreement and the Note. The Borrowers hereby confirm and agree that the Loans and the other obligations under the Original Loan Agreement, the Note and the documents executed in connection therewith, as modified hereby, are continuing obligations of the Borrowers. Except for payments made prior to and on the date hereof, nothing herein shall be construed to deem any Loans or obligations of the Borrowers or any other guarantor thereof paid.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: persuaded. We have construed 17 U.S.C. § 101 to afford protection to design elements of clothing only when those elements, individually or together, are separable — “physically or conceptually” — from the garment itself. Chosun Int’l, Inc. v. Chrisha Creations, Ltd., 413 F.3d 324, 328 (2d Cir.2005). Physical separability can be shown where one or more decorative elements “can actually be removed from the original item and separately sold, -without adversely impacting the article’s functionality.” Id. at 329. That is plainly not the case here. Jovani has not alleged, nor could it possibly allege, that the design elements for which it seeks protection could be removed from the dress in question and separately sold. Cf. Mazer v. Stein, 347 U.S. 201, 203, 74 S.Ct. 460, 98 L.Ed. 630 (1954) (<HOLDING>); Kieselstein-Cord v. Accessories by Pearl, Options: A. recognizing that statuette serving as lamp base could be removed and sold separately B. recognizing that trade creditors might be separately classified at treated better in order to ensure the debtor can maintain future operations C. recognizing that the venire may be separately sworn D. holding that adul terated juice product is damaged notwithstanding that it could be sold under different labeling E. recognizing that a partial new trial may be granted if the issue of damages is so distinct and independent that it can be separately tried

assistant: The best answer is A. recognizing that statuette serving as lamp base could be removed and sold separately
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: All right. Thank you for how each of you efficiently did that. I’ll see everybody at 2:30. The court declared the recess without ruling on Abell’s objection. When court re convened at 2:30 p.m., the prosecution and defense made their opening statements and the State began its case in chief. Three days later, on June 12, the jury found Bui guilty of capital murder and recommended a death sentence. On July 11, 1986, the court accepted the jury’s recommendation and sentenced Bui to death. The Alabama Court of Criminal Appeals and the Alabama Supreme Court affirmed the conviction and sentence. B. The United States Supreme Court vacated both appellate decisions and remanded the case for reconsideration in light of Powers v. Ohio, 499 U.S. 400, 111 S.Ct. 1364, 113 L.Ed.2d 411 (1991) (<HOLDING>). See Bui v. Alabama, 499 U.S. 971, 111 S.Ct. Options: A. holding that a criminal defendant can bring a third party challenge to the peremptory striking of jurors based on race whether or not he is of the same race as the jurors who are struck B. holding that batson applies to a prosecutors use of peremptory challenges regardless of whether the stricken juror is of the same race as the defendant C. holding that it is impermissible to use a peremptory challenge to exclude a potential juror based on race D. holding that if a race or genderneutral reason for a peremptory challenge is apparent from the record the trial court may deny an objection to the challenge without requiring the party exercising the challenge to articulate a race or genderneutral reason E. holding that the equal protection clause forbids the prosecution from challenging potential jurors solely on the basis of race or assumptions drawn from their race

assistant: The best answer is A. holding that a criminal defendant can bring a third party challenge to the peremptory striking of jurors based on race whether or not he is of the same race as the jurors who are struck
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: Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Restricted Subsidiaries as of the Restatement Effective Date. The Company maintains, and has caused each Restricted Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

assistant: Insurances
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 (and their respective officers, directors, employees, subsidiaries, affiliated or otherwise related corporations or other business entities) agree that they will not at any time after the date of this Agreement make any materially untrue statement about any of the other Parties (or the other Parties’ respective officers, directors, employees, subsidiaries, affiliated or otherwise related corporations or other business entities) or the business of the other Parties (or the other Parties’ respective subsidiaries, affiliated or otherwise related corporations or other business entities), the Purchase Agreement, or this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature.

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 case excerpt and choose the best holding from the options. Case excerpt: of information before the Commission is more directly governed by other statutes. The Open Meetings Act, K.S.A. 75-4317 et seq., and the Public Records Act, K.S.A. 45-201 et seq., are both applicable to the Commission. K.S.A. 1980 Supp. 75-4318(a); K.S.A. 1980 Supp. 45-201(a). The Open Meetings Act specifically authorizes discussion of “confidential data relating to financial affairs or trade secrets of corporations” at closed or executive meetings. K.S.A. 75-4319(h)(4). The Public Records Act exempts from disclosure “records specifically closed by law or by directive authorized by law.” K.S.A. 1980 Supp. 45-201(a). Neither of these statutes creates an affirmative right in SWB to prevent disclosure. Compare Chrysler Corp. v. Brown, 441 U.S. 281, 60 L.Ed.2d 208, 99 S.Ct. 1705 (1979) (<HOLDING>). Nonetheless, we conclude the Commission erred Options: A. recognizing that even if a plaintiff claims certain information constitutes trade secrets its claim may not depend on that determination B. holding that the freedom of information acts exemption 5 usc 552b4 of trade secrets does not create an independent right to prevent disclosure C. holding that foia exemption 4 did not apply because agency did not meet burden of showing that desired information consisted of trade secrets and commercial or financial information obtained from a person that are privileged or confidential D. holding that supplier lists can be trade secrets under indianas uniform trade secrets act which uses the same definition of a trade secret as montana E. holding that the scope of the trade secrets act is at least coextensive with that of exemption 4 of foia

assistant: The best answer is B. holding that the freedom of information acts exemption 5 usc 552b4 of trade secrets does not create an independent right to prevent disclosure
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 Term of Employment, the Company shall pay to Employee a base salary of not less than four hundred sixty-two thousand ninety dollars ($462,090) per annum (the “Base Salary”), payable at the times and in the manner consistent with the Company’s general policies regarding compensation of senior executive employees, but not less frequently than monthly. The Base Salary will be reviewed within 30 days following the Effective Date, and may be increased (but not decreased) following such review, and in any event, will be reviewed not less than annually by the Compensation Committee and may be increased (but not decreased) in the Compensation Committee’s discretion.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Counterparty may, upon notice to Guarantor, assign its rights hereunder without the consent of Guarantor. Guarantor may assign its rights hereunder with the prior written consent of Counterparty, which consent shall not be unreasonably withheld. Subject to the foregoing, this Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, and legal representatives.

assistant: Assigns
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: was evidence of contrary intent. The lien, once executed, remained in force during the life of the debt. Id. (citing Ploeger v. Johnson, 26 S.W. 432 (Tex.Civ.App.—Dallas 1894, no writ) and cases ff.) A mere renewal did not affect the lien. However, a renewal could amount to a novation. If, for sufficient consideration, the parties executed a renewal intending a satisfaction of the old debt or lien, it had that effect and the rights of the parties were governed by the new contract. Id. (citing Helmke v. Uecker, 161 S.W. 17 (Tex.Civ.App.—Austin 1913, no writ). While the Fifth Circuit Court of Appeals has not spoken to this precise question, it has been squarely addressed and answered by the Ninth Circuit Court of Appeals in Mat , supra); In re Wandler, 77 B.R. 735 (Bankr.D.N.D.1987) (<HOLDING>); In re Challinor, 79 B.R. 19 Options: A. holding that a creditors pmsi in goods sold to debtors did not survive consolidation of the original installment contract with a later contract for the purchase of additional goods B. holding that under colorado law refinancing of a purchase money loan whereby an old note and security agreement were canceled and replaced by a new note and security agreement did not automatically extinguish the creditors pmsi in the debtors furniture the parties did not intend the new note to extinguish the original debt and security interest in that identical collateral remained almost no new money was advanced and the document specifically stated an intent to continue the pmsi C. holding that a note which was a consolidation of the debtors previous notes did not give rise to a pmsi D. holding that under north dakota law consolidation of a note secured by a pmsi in farm machinery with other goods resulted in a novation destroying the creditors pmsi E. holding that under michigan law when debtors paid off the initial loan with the proceeds of refinancing the creditors pmsi in stereo expired

assistant: The best answer is D. holding that under north dakota law consolidation of a note secured by a pmsi in farm machinery with other goods resulted in a novation destroying the creditors pmsi
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 Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or other Compensation) by the amount of cash sufficient to provide the amount of said taxes.

assistant: Withholdings