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: The Company is aware that, upon the occurrence of a Change in Control of the Company, the Board or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation, arbitration, or other legal action seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of the Executive’s rights under this Agreement by litigation, arbitration, or other legal action nor be bound to negotiate any settlement of the Executive’s rights hereunder under threat of incurring such expenses because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive under this Agreement. Accordingly, if following a Change in Control it should appear to the Executive that the Company has failed to comply with any of its obligations under this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institute any litigation or other legal action designed to deny, diminish, or to recover from the Executive, the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes the Executive from time to time to retain counsel (legal and accounting) of the Executive’s choice at the expense of the Company as provided in this Section 11 to represent the Executive in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder, or other person affiliated with the Company. The reasonable fees and expenses of counsel selected from time to time by the Executive as provided in this Section shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. In all events, such amounts shall be paid within thirty days following the Executive’s delivery to the Company of such counsel’s invoice(s) for services rendered. In any action involving this Agreement, the Executive shall be entitled to prejudgment interest on any amounts found to be due him from the date such amounts would have been payable to the Executive pursuant to this Agreement at an annual rate of interest equal to the prime commercial rate in effect at JPMorgan Chase Bank, N.A., or its successor from time to time during the prejudgment period plus two percent.

assistant: Interests
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: inclusive of costs.” At the time of the offer, plaintiff had incurred $762 in costs and $5,790 in attorney fees. Plaintiff did not accept the offer of judgment. Defendant then moved for summary judgment on the ground that plaintiffs failure to file a police report of his injury within the time required by the statute precluded his claim. The trial court granted the motion, and we affirmed the ensuing judgment of the trial court without opinion. Wilson v. Tri-County Metro. Trans. Dist., 200 Or App 291, 114 P3d 1157 (2005). On review, the Supreme Court ultimately determined that plaintiffs failure to provide notice to the police of his accident did not bar his claim and remanded the case for further proceedings. Wilson v. Tri-County Metro. Trans. Dist., 343 Or 1, 16, 161 P3d 933 (2007) (<HOLDING>). On remand, plaintiff prevailed after a jury Options: A. recognizing that a parental consent requirement is more intrusive than a parental notification requirement B. holding that the legislature imposed a requirement implicitly rather than by means of statutory language expressly stating the requirement C. holding exhaustion requirement void and unenforceable because not included in a statutory list of permissible exclusions D. holding the statutory notification requirement unenforceable E. holding that notice was not constitutionally adequate where the clearcut statutory procedures for notification were not followed

assistant: The best answer is D. holding the statutory notification requirement unenforceable
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: sold these individuals various children’s Social Security information. Defendant instructed the taxpayers which particular tax return preparer to use— typically, Wanda Marion at the Memphis Currency Exchange — , and often transported them to that location and waited while the returns were being processed and filed. Each taxpayer’s individual return listed the false dependent as a “foster child” so as to entitle the taxpayer to head-of-household filing status, a dependency exemption, and earned income credit. As the mothers testified, none of the taxpayers who claimed a child as a foster child on his federal we review for clear error a district court’s application of an obstruetion-of-justice enhancement under U.S.S.G. § 3C1.1); United States v. Brown, 332 F.3d 363, 375 (6th Cir.2003) (<HOLDING>); United States v. Orlando, 363 F.3d 596, Options: A. holding that we review a district courts interpretation of a statute de novo B. holding that we review for clear error a district courts factual determination as to whether prior cases were consolidated for sentencing under ussg 4a12a2 and that we give the court due deference in its application of the guidelines to that determination C. holding that we review for clear error a district courts factual determination concerning the amount of loss for which the defendant is to be held accountable as relevant conduct under 1b13a1 D. holding that we review for clear error a district courts factual determination of the conduct in which defendant engaged but that we review de novo the district courts determination of whether that conduct constitutes relevant conduct for purposes of ussg 1b13a2 E. holding that we review for clear error a district courts factual determination of a defendants role in an offense for purposes of applying ussg 3b11a

assistant: The best answer is D. holding that we review for clear error a district courts factual determination of the conduct in which defendant engaged but that we review de novo the district courts determination of whether that conduct constitutes relevant conduct for purposes of ussg 1b13a2
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: 983(e)(l)(A)-(B). Congress has stated that “[a] motion filed under this subsection shall be the exclusive remedy for seeking to set aside a declaration of forfeiture under a civil forfeiture statute.” 18. U.S.C. § 983(e)(5). B. The district court was correct to dismiss Matthews and Owens’s complaint. Motions under Rule 12(b)(6) object to the “formal sufficiency of the statement of the claim for relief.” 5B C. Wright & A. Miller, Federal Practice and Procedure § 1356, p. 354 (3d ed. 2004). Matthews and Owens’s § 983(e) claim was meritless, even on their best day, because it was missing an essential ingredient: lack of notice. The relevant CAFRA provision reads: (e) Motion To Set Aside Forfeiture.— (1) Any person entitled to written notice in any nonjudicial c 6th Cir.2011) (per curiam) (<HOLDING>). It is similarly clear that Matthews and Owens Options: A. holding sufficient notice by certified mail to both home address and place of immurement B. holding that property owner was not entitled to relief under cafra because he was given sufficient notice of the administrative forfeiture proceeding through certified mail C. holding that notice of administrative forfeiture sent to prisoner did not require actual notice to the property owner only notice reasonably calculated to apprise a party of the pendency of the action D. holding in a civil forfeiture case under inter alia 18 usc 545 that cafra applies to the two forfeiture statutes invoked by the government that are found in title 18 E. holding that property owner was not entitled to relief under cafra because he received notice and failed to properly file a claim

assistant: The best answer is B. holding that property owner was not entitled to relief under cafra because he was given sufficient notice of the administrative forfeiture proceeding through certified mail
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth on Schedule 3.16 of the Daily Engage Disclosure Schedule, all material Income Tax Returns of Daily Engage required to be filed with respect to its business have been timely filed, all such Income Tax Returns are complete and correct in all material respects, and Daily Engage has paid on a timely basis all Income Taxes that were due and payable as reflected on such Income Tax Returns. Daily Engage has not waived any statute of limitations in respect of Income Taxes in connection with its business or agreed to any extension of time with respect to an Income Tax assessment or deficiency in connection with its business. At all times since its formation, Daily Engage has been classified for U.S. federal income tax purposes as a partnership, and is so classified for U.S. federal income tax purposes at the time of the Closing. Daily Engage is not a party to any Income Tax allocation or sharing agreement. Daily Engage is not and has not been a party to any “listed transaction,” as defined in Code Section 6707A(c)(2) and U.S. Treasury Regulation Section 1.6011-4(b)(2).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (.PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: had been taken over by Jamaicans, thereby suggesting that it was more likely that the defendant was guilty of the drug sales with which he had been charged. Although the government argued that these references were “fleeting” and “insignificant,” the Court concluded that the “fairness, integrity [and] public reputation of judicial proceedings” were “seriously affected.” Id. at 26. Similarly, in United States v. Cabrera, 222 F.3d 590 (9th Cir.2000), the Court found that the government’s references to the drug market falling under the control of Cuban dealers, its suggestion that the Cubans were flight risks, and its description of how Cubans tended to package their drugs, were plain error where defendant was also Cuban. See also Withers v. United States, 602 F.2d 124, 125 (6th Cir.1979)(<HOLDING>). While we find the government’s mention of Options: A. holding that prosecutors reference to code of silence among witnesses to shooting not plain error where argument finds support in record B. holding that prosecutors reference to cooperation agreements with government witnesses was not plain error C. holding prosecutors reference to defendant being only witness in courtroom during testimony as tailoring opportunity not plain error D. holding that prosecutors reference to the fact that not one white witness has produced contradictory evidence was plain error E. holding the prosecutors statement there was no contradictory evidence to those facts was only a general observation about the strength and clarity of the governments evidence presented at trial and not grounds for plain error relief for alleged prosecutorial misconduct

assistant: The best answer is D. holding that prosecutors reference to the fact that not one white witness has produced contradictory evidence was plain error
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 or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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: that the intent to cause physical injury was an element of the offense of third-degree assault so that he could formulate a defense to that charge. Because the complaint contains all the essential elements of the charge, it is valid. II. Next, the appellant argues that his rights were violated because the record does not reflect that he knowingly, intelligently, and voluntarily waived his right to counsel. The State argues that the appellant did not have a right to counsel. Therefore, it argues that no waiver was necessary. The appellant was convicted of third-degree assault, a Class A misdemeanor. See § 13A-6-22, Ala.Code 1975. The right to counsel does not attach in a misdemeanor case if “ ‘ “the de fendant is not sentenced to a term of imprisonment. If an uncouns a.Cr.App.1997) (<HOLDING>). Therefore, the appellant had a constitutional Options: A. recognizing constitutional right to effective counsel B. holding that a defendant has a constitutional right to counsel as a matter of right on direct appeal C. holding that culberson who had been sentenced to three suspended terms of imprisonment had a constitutional right to counsel D. holding that a term of imprisonment begins at the time a prisoner is sentenced E. holding that a conditionally suspended sentence of imprisonment cannot be imposed on an indigent in a misdemeanor case who is denied counsel

assistant: The best answer is C. holding that culberson who had been sentenced to three suspended terms of imprisonment had a constitutional right to counsel
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: 11. Courts have adopted different definitions. Stranz v. Ice Cream Liquidation, Inc. (In re Ice Cream Liquidation, Inc.), 281 B.R. 154, 160 (Bankr.D.Conn.2002) (citing cases). Some courts adopt the narrow view that a personal injury tort claim is “a tort [claim] with[ ] trauma or bodily injury.” Id. at 160 (citing In re Atron Inc. of Mich., 172 B.R. 541 (Bankr.W.D.Mich.1994); Perino v. Cohen (In re Cohen), 107 B.R. 453 (S.D.N.Y.1989)). Other courts adopt the broader view and define a personal injury tort claim as one that arises out of “any injury which is an invasion of personal rights.” Id. (quoting Leathem v. von Volkmar (In re von Volkmar), 217 B.R. 561, 566 (Bankr.N.D.Ill.1998)); see also Thomas v. Adams (In re Gary Brew Enters. Ltd.), 198 B.R. 616, 619-20 (Bankr.S.D.Cal.1996) (<HOLDING>). After comparing the narrow and broad Options: A. holding that the states personal injury statutes of limitation should be applied for claims under section 1983 B. holding that a negligence claim is not a personal injury tort claim C. holding that claim brought under section 1983 of the civil rights act constituted a personal injury tort claim because section 1983 confers a general remedy for injuries to personal rights D. holding that a civil rights deprivation is a personal injury tort E. holding that a defamation claim is a personal injury tort claim

assistant: The best answer is C. holding that claim brought under section 1983 of the civil rights act constituted a personal injury tort claim because section 1983 confers a general remedy for injuries to personal rights
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: evidence which demonstrates the existence of a genuine dispute of material fact to be resolved at trial. See 1-800 Contacts, Inc. v. Lens.com, Inc., 722 F.3d 1229, 1242 (10th Cir.2013) (citation omitted). A fact is “material” if it pertains to an element of a claim or defense; a factual dispute is “genuine” if the evidence is so contradictory that if the matter went to trial, a reasonable jury could return a verdict for either party, Anderson, 477 U.S. at 248, 106 S.Ct. 2505. In considering whether summary judgment is appropriate, the facts must be considered in a light most favorable to the non-moving party. Cillo v. City of Greenwoo be considered when ruling on a motion for summary judgment. Jaramillo v. Colo. Judicial Dep’t, 427 F.3d 1303, 1314 (10th Cir.2005) (citation omitted) (<HOLDING>); World of Sleep, Inc. v. La-Z-Boy Chair Co., Options: A. holding that hearsay evidence is not acceptable in opposing a summary judgment motion B. holding that a grant of summary judgment in favor of one party creates a final judgment allowing appellate review of denial of opposing partys summary judgment motion C. holding that hearsay in affidavit which would be inadmissible in evidence at trial could not be considered on motion for summary judgment D. holding that a court may not consider hearsay contained in an affidavit when ruling on a summary judgment motion E. holding that hearsay ev idence is not acceptable in opposing a summary judgment motion

assistant: The best answer is E. holding that hearsay ev idence is not acceptable in opposing a summary judgment motion
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 Borrower represents and warrants to the Bank that after giving effect to this Amendment (a) the representations and warranties set forth in Article 6 of the Reimbursement Agreement are true and correct in all material respects as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (b) no event has occurred and is continuing which constitutes a Default.

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 case excerpt and choose the best holding from the options. Case excerpt: internal patterns, or other distinctive characteristics of the item, taken together with all the circumstances.” Fed.R.Evid. 901(b)(1), (4). The government’s “burden of proof for authentication is slight. All that is required is a foundation from which the fact-finder could legitimately infer that the evidence is what the proponent claims it to be.” United States v. Reilly, 33 F.3d at 1425 (citation and internal quotation marks omitted). As we previously explained: [T]here need be only a pr ing that notes found in the trash outside the defendant’s residence were properly authenticated). Second, the content of the text messages indicates that Mebrtatu was the user of the seized phone and hence the sender and receiver of the messages found on that phone. C.f. Turner, 718 F.3d at 233 (<HOLDING>). Numerous text messages received by each of Options: A. holding that it was appropriate for the district court to refer to the documents attached to the motion to dismiss since the documents were referred to in the complaint B. holding that unauthenticated documents may be considered in support of a motion for summary judgment where the documents were not objected to or their authenticity disputed C. holding an agency need not demonstrate that all responsive documents were found and that no other relevant documents could possibly exist D. holding that pursuant to the best evidence rule trial testimony relying on documents was inadmissible without submission of such documents or an explanation as to why the documents were unavailable E. holding that the documents contents supported a finding of authenticity since these documents were addressed to the defendants coconspirator and several were responsive to the coconspirators faxes

assistant: The best answer is E. holding that the documents contents supported a finding of authenticity since these documents were addressed to the defendants coconspirator and several were responsive to the coconspirators faxes
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 Joinder Agreement and the Trademark License Agreement, as amended hereby, may be executed in more than one counterpart, each of which upon execution and delivery will constitute an original and all of which when taken together will constitute one agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The proceeds of the Loans will be used only for general corporate purposes, including the refinancing of any indebtedness outstanding on the Effective Date under the Existing Credit Agreements or under the Company’s Five-Year Credit Agreement dated as of June 15, 2016. No part of the proceeds of any Loan will be used, whether directly or indirectly, to purchase or carry Margin Stock (as defined in Regulation U of the Board) or to refinance Indebtedness originally incurred for such purpose, or in any manner or for any purpose that will result in a violation of Regulation T, U or X of the Board.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall commence on the Effective Date and shall end on the fifth anniversary of the Effective Date unless terminated earlier as provided herein or extended by mutual written consent of the Parties (the “Term”). Notwithstanding the foregoing, each Project Plan may have separate term and termination provisions so long as the term of any Project Plan does not extend beyond the Term.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Indemnitor, on behalf of Indemnitor and Indemnitor’s heirs, personal representatives, successors and assigns (collectively, the " Releasors "), hereby forever fully and irrevocably releases and discharges the Indemnitees and each of their affiliates, and each of their respective predecessors, successors, direct or indirect subsidiaries, directors, officers, employees, agents and other representatives (collectively, the " Released Parties "), from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments and liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature or otherwise (including, claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to or after the date hereof or the Effective Time, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, anticipated or unanticipated (collectively, the " Released Claims "). The Releasors irrevocably agree to refrain from instituting any suit, action or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon, arising out of, or relating to any Released Claim, participating, assisting or cooperating in any such suit, action or proceeding or encouraging or soliciting any third party to institute any such suit, action or proceeding. .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than Eastdil Secured, L.L.C. (“ Named Broker ”) which Sellers hereby represent has been engaged pursuant to a separate agreement between Sellers and Named Broker, Sellers and Purchaser each represent and warrant to the other, that they know of no brokers or other persons or entities who have been instrumental in submitting or showing the Properties to, or procuring Purchaser, or entitled to any commission in connection therewith (herein referred to as “ Broker ”). If any claim for a broker’s commission, finder’s fee or other like payment in connection with the submission of the Properties or the negotiation, execution or consummation of the transaction herein provided (a “ Broker’s Claim ”) other than by Named Broker is asserted against Sellers or their affiliates, members, officers, directors, shareholders, partners, agents, employees or advisors, Purchaser shall indemnify, defend and hold harmless Sellers and their affiliates, members, officers, directors, shareholders, partners, agents, employees and advisors from and against any and all loss, damage, liability or expense, including costs and reasonable attorneys’ fees, which Sellers or their affiliates, members, officers, directors, shareholders, partners, agents, employees or advisors may incur or sustain by reason of such Broker’s Claim if the Broker’s Claim is based upon any statement, representation or agreement shown to have been made or entered into by Purchaser or its agents or representatives. If any such Broker’s Claim is asserted against Purchaser or Purchaser’s affiliates, members, officers, directors, shareholders, partners, agents, employees or advisors, Sellers shall indemnify, defend and hold harmless Purchaser and Purchaser’s affiliates, members, officers, directors, shareholders, partners, agents, employees and advisors from and against any and all loss, damage, liability or expense, including costs and reasonable attorneys’ fees (“ Damages ”), which Purchaser or Purchaser’s affiliates, members, officers, directors, shareholders, partners, agents, employees or advisors may incur or sustain by reason of such Broker’s Claim if the Broker’s Claim is based upon any statement, representation or agreement shown to have been made or entered into by Sellers or their agents or representatives. The terms of this Article 14 shall survive the termination of this Agreement and shall also survive Closing and shall not be deemed to merge into the Deed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 9.14, the Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “ Transferee ”) and any prospective Transferee, any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.

assistant: Disclosures
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 agree that irreparable damage would occur in the event that any of the provisions of this Agreement and the transactions contemplated by the Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessity of posting bond or other undertaking, the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity, and in the event that any action or suit is brought in equity to enforce the provisions of this Agreement, no party will allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law.

assistant: Specific Performance
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: Use the proceeds of (a) the Initial Term Loans on the Closing Date to (i) finance the Transactions and (ii) pay or reimburse fees, commissions and expenses in connection with the Transactions and (b) the Revolving Credit Facility to (i) finance the Transactions, (ii) provide ongoing working capital, (iii) finance Permitted Acquisitions, (iv) finance Capital Expenditures and (v) for other general corporate purposes and, in each case, in a manner not in contravention of any Loan Document.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: dereliction of counsel was an insufficient reason to invoke equitable tolling. The law is clear that courts must be sparing in their use of equitable tolling. There are, however, narrow circumstances in which the misbehavior of an attorney may merit such equitable relief. See, e.g., Cantrell v. Knoxville Community Dev. Corp., 60 F.3d 1177, 1180 (6th Cir.1995) (equitable tolling may be appropriate where attorney has abandoned client). As a preliminary matter, we note that it is settled that the ninety-day time limit in which a plaintiff must file a Title VII action is akin to a statute of limitations rather than a jurisdictional bar. Therefore, the time limit is subject to tolling. See, e.g., Zipes v. Trans World Airlines, Inc., 455 U.S. 385, 393, 102 S.Ct. 1127, 71 L.Ed.2d 234 (1982) (<HOLDING>); Oshiver v. Levin, Fishbein, Sedran & Berman, Options: A. holding that the time limits in the equal access to justice act are jurisdictional B. holding that the filing deadline under title vii is not a jurisdictional prerequisite to suit in federal court but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling C. holding that time limits in title vii are not jurisdictional but are instead like statutes of limitations D. holding that criminal statutes of limitations are not jurisdictional but are a bar to prosecution which can be waived by a knowing and voluntary guilty plea E. holding that individual employees are not liable under title vii

assistant: The best answer is C. holding that time limits in title vii are not jurisdictional but are instead like statutes of limitations
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: 209. Issue I. Payment of Third-Party Claim. Herman first contends that the trial court erred in ordering him as co-trustee of the Main Trust to pay Albert and Woll Enterprises, Inc. for services rendered in operating the Main Trust's oil interests. He argues that the trial court, sitting as a probate court, lacked sufficient subject matter jurisdiction to enforce a claim against the Main Trust asserted by a party not a party to the cause of action. Herman relies primarily on IND.CODE 30-4-6-1 (placing jurisdiction over trusts with the probate courts); IND.CODE 33-5-43-4 (de scribing the jurisdiction of Vanderburgh Superior Court); Wedmore v. State (1954), 233 Ind. 545, 122 N.E.2d 1; Fidelity and Casualty Co. of New York v. State ex rel. Anderson (1933), 98 Ind.App. 485, 184 N.E. 916 (<HOLDING>); and Husted v. Sweeney (1943), 113 Ind.App. Options: A. holding that the board of supervisors possesses only those powers expressly conferred by statute or necessarily implied therefrom B. holding that virginias statute was expressly limited to entities within the insurance industry C. holding that a healthcare power of attorney conferred by a resident to his wife explicitly limited the powers of the agent to those set out in writing in the document D. holding that a probate courts jurisdiction is limited to that expressly conferred or which is necessarily implied from those expressly conferred E. holding that appellate courts assumption of jurisdiction over interlocutory order when not expressly authorized to do so by statute is fundamental jurisdictional error

assistant: The best answer is D. holding that a probate courts jurisdiction is limited to that expressly conferred or which is necessarily implied from those expressly conferred
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: Employee understands that this Agreement shall be null and void if not executed by Employee within twenty-one (21) days following the date Employee receives it. In the event that Employee signs this Agreement within twenty-one days, then the Company has seven days after such date to countersign the Agreement and return a fully-executed version to Employee. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Company and has not been revoked by either Party before that date (the “Effective Date”).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Expenses (including reasonable legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in Section 6.1(b) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as provided in Section 6.1(b) ; provided that such undertaking shall be unsecured and interest free and shall be accepted without regard to an Indemnitee’s ability to repay amounts advanced and without regard to an Indemnitee’s entitlement to indemnification.

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 case excerpt and choose the best holding from the options. Case excerpt: Fourth Amendment, subject only to a few specifically established and well-delineated exceptions. Konfrst, supra. Less rigorous requirements govern searches of automobiles, not only because of the element of mobility, but because the expectation of privacy with respect to one’s automobile is significantly less than that relating to one’s home or office. Id. Inasmuch as roadside encounters between police and suspects present especially dangerous situations, on the reasonable belief that a suspect is dangerous and may gain access to a weapon, the police may search those parts of the passenger compartment of a vehicle they have properly stopped where a weapon may be hidden. State v. DeGroat, 244 Neb. 764, 508 N.W.2d 861 (1993). See, also, State v. Gross, 225 Neb. 798, 408 N.W.2d 297 (1987) (<HOLDING>). In Michigan v. Long, 463 U.S. 1032, 103 S. Options: A. recognizing that police officer may stop a suspect if the officer has a reasonable suspicion supported by articulable facts that criminal activity may be afoot B. holding that an officer may detain a person in order to determine identity and circumstance when that officer has a reasonable suspicion supported by articulable facts that criminal activity may be afoot C. holding that a police officer may stop a driver where the officer has a reasonable and articulable suspicion regarding the commission of a civil traffic violation D. holding officer may search vehicle for weapons if officer has reasonable belief based on articulable facts that officer or another may be in danger E. holding that an officer can stop an individual if the officer has reasonable articulable suspicion that criminal activity is underfoot

assistant: The best answer is D. holding officer may search vehicle for weapons if officer has reasonable belief based on articulable facts that officer or another may be in danger
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 any Event of Default described in Sections 11.1(f) or 11.1(g) with respect to the Borrowers, any unused Term Commitments shall automatically and immediately terminate and the unpaid principal amount of, and any and all accrued interest on, the Obligations and all accrued fees shall automatically become immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by the Borrowers; and upon the occurrence and during the continuance of any other Event of Default, the Administrative Agent shall at the request, or may with the consent, of the Requisite Lenders, by written notice to the Borrowers, (i) declare that any unused Term Commitments are terminated, whereupon any unused Term Commitments and the obligation of each Lender to make any Loan hereunder shall immediately terminate, and/or (ii) declare the unpaid principal amount of and any and all accrued and unpaid interest on the Obligations to be, and the same shall thereupon be, immediately due and payable, without presentment, demand, or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by the Borrowers.

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: that guides the court’s inquiry”). Courts must determine legislative intent from the plain meaning of the statute. State v. Dugan, 685 So.2d 1210, 1212 (Fla.1996). As to this statute, the legislature’s expressed intent is that “[sjections 376.30-376.319 ... shall be liberally construed to effect the purposes set forth under ss. 376.30-376.319 and the Federal Water Pollution Control Act, as amended.” § 376.315, Fla. Stat. (2002). We therefore interpret the statute with that directive in mind. A statute creates a new cause of action if it provides a remedy unavailable under the common law. See Fla. E. Coast Ry. Co. v. McRoberts, 111 Fla. 278, 149 So. 631, 632 (1933); see also Gunpowder Horse Stables, Inc. v. State Farm Auto. Ins. Co., 108 Md.App. 612, 673 A.2d 721, 728 (Spec.App.1996) (<HOLDING>). Under the common law, a landowner whose land Options: A. holding that the statute at issue created a new cause of action because the burden of proof needed under the statute was less rigorous than the common law burden B. holding that the burden of proof is on the claimant C. holding that the burden is on the plaintiff D. recognizing burden E. holding that when congress is silent on the issue of the burden of proof applicable to a common law affirmative defense that does not negate an element of the offense we presume congress intended the defendant to bear the burden of proof of the defense by a preponderance of the evidence

assistant: The best answer is A. holding that the statute at issue created a new cause of action because the burden of proof needed under the statute was less rigorous than the common law burden
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: any translation of an existing duolingo course you submit or have submitted and any new language course you submit or have submitted as a course contributor ( collectively , `` course contributor materials '' ) are owned by you ( subject of course to us retaining ownership of the existing duolingo course you translated ) .

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: Maker has no liabilities other than liabilities owed to Senior Lender or liabilities incurred in the ordinary course of business in connection with the transactions contemplated by the Purchase Agreement. Maker’s assets are not subject to liens and encumbrances other than liens in favor of Senior Lender or Holder.

assistant: Liens
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: opinion. Id. at 491, 106 S.Ct. 1292. It is clear in this Circuit that a single unconstitutional act by a local governmental entity's final policymaker can subject that governmental entity to liability under Section 1983. See Bennett v. Pippin, 74 F.3d at 586. 164 . See Pembaur, 475 U.S. at 481, 106 S.Ct. 1292 (“If the decision to adopt that particular course of action is properly made by that government's authorized decision-makers, it surely represents an act of official government 'policy' as that term is commonly understood. More importantly, where action is directed by those who establish governmental policy, the municipality is equally responsible whether that action is to be taken only once or to be taken repeatedly.)” Accord Brooks v. George County, Mississippi, 84 F.3d at 165 (<HOLDING>). 165 . See McMillian v. Monroe County, Options: A. holding that a policy for purposes of municipal liability may be established by an officials single decision B. holding that facility manager of particular halfway house run by private corporation was not final policymaker C. holding that a single decision by a final policymaker within the area of his responsibility can impose liability on the responsible governmental entity D. holding that an individual can be a final policymaker either by operation of state and local positive law or by custom or usage having the force of law E. holding that state medical director of prison medical services corporation was not final policymaker

assistant: The best answer is C. holding that a single decision by a final policymaker within the area of his responsibility can impose liability on the responsible governmental entity
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: is a matter committed to the sound discretion of the district court.” United States v. Clay, 483 F.3d 739, 743 (11th Cir.2007) (quotations omitted). Although we do not automatically presume that a sentence within the guidelines range is reasonable, we ordinarily expect that to be the case. United States v. Hunt, 526 F.3d 739, 746 (11th Cir.2008). A sentence well below the statutory maximum sentence also signals reasonableness. See Gonzalez, 550 F.3d at 1324. Moreover, we have held that a defendant’s sentence was reasonable in light of the command to avoid unwarranted sentencing disparities where, due to a defendant’s leadership role, he received a sentence greater than the sentences of his eodefendants. See, e.g., United States v. Thomas, 446 F.3d 1348, 1350, 1357 (11th Cir.2006) (<HOLDING>). Ultimately, we will vacate a sentence only if Options: A. holding that the defendants 121month sentence was reasonable even though his codefendants sentences ranged from 41 to 53 months imprisonment because the defendant had coordinated the offense B. holding that a sentence of twelve months imprisonment was unreasonably lenient where the defendant engaged in wire fraud and caused 90000 in losses and the guidelines range was sixtythree to seventyeight months imprisonment C. holding that the defendant was prejudiced by the rule 41 violation because had the magistrate judge followed rule 41b the search of defendants computer would not have occurred D. holding that even though the offense was not of a sexual nature requiring the defendant to register as a sex offender following his conviction for false imprisonment of a minor was rationally related to the government interest in protecting the public and did not violate the defendants right to due process or equal protection under the law E. holding upward departure from 41 months of imprisonment to statutory maximum of 120 months for unrepentant conartist with long criminal history reasonable

assistant: The best answer is A. holding that the defendants 121month sentence was reasonable even though his codefendants sentences ranged from 41 to 53 months imprisonment because the defendant had coordinated the offense