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: Set forth on Schedule 5.18(a) attached to the Disclosure Letter, is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (1) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in the wrongful-death action does not constitute a payment of White’s liabilities or debts and, therefore, does not run afoul of § 6-5-410(c), as Rodgers argues. Accordingly, we conclude that the trial court did not err in awarding McElroy a fee from the proceeds derived from the wrongful-death claim. Rodgers also argues that the fee of $15,750 that the trial court awarded to McElroy was excessive. The fee is 9% of the $175,000 in wrongful-death proceeds collected. Rodgers did not file a post-judgment motion challenging the amount of the award. “The long-established precedent in Alabama caselaw is that an appellate court cannot reverse a trial court’s judgment on an argument that was not first presented to the trial court. See Belcher v. Belcher, 18 So.3d 946, 948 (Ala.Civ.App.2009) (<HOLDING>); Smith v. Equifax Servs., Inc., 537 So.2d 463, Options: A. recognizing that the specific argument regarding an issue must be made in the trial court to preserve that issue for appellate review B. holding that defendant failed to raise a constitutional issue at trial and thus failed to preserve the issue for appellate review C. holding party must make timely and specific objection at trial to preserve issue for appellate review D. holding to preserve an issue for appellate review the issue must have been raised to and ruled upon by trial court and a party may not argue one ground for objection at trial and another ground on appeal E. holding that a party had failed to preserve an argument for appellate review when that party had failed to argue the issue to the trial court either at trial or in his postjudgment motion

assistant: The best answer is E. holding that a party had failed to preserve an argument for appellate review when that party had failed to argue the issue to the trial court either at trial or in his postjudgment 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: The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02 ) for purposes of Section 11.01 , notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01 .

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 case excerpt and choose the best holding from the options. Case excerpt: Salcedo had alleged that her loss was proximately caused by the negligence of the emergency room employees in using tangible personal property and thus the hospital had waived sovereign immunity. Id. at 32-33. Other courts have used the reasoning in Salcedo to find waiver of immunity under section 101.021(2). See Robinson v. Cent. Tex. MHMR Ctr., 780 S.W.2d 169, 170-71 (Tex.1989) (applying Salcedo in determining that plaintiff stated cause of action waiving immunity by alleging that MHMR’s failure to provide life preserver to patient known to suffer epileptic seizures that caused him to lose consciousness led to patient drowning at lake while under MHMR’s care); Univ. of Tex. Med. Branch Hosp. at Galveston v. Hardy, 2 S.W.3d 607, 609-10 (Tex.App.-Houston [14th Dist.] 1999, pet. denied) (<HOLDING>); Tejada v. Rowe, 207 S.W.3d 920, 925 Options: A. holding in a medicalmalpractice case that defendant hospital and physicians failure to sufficiently monitor a suicidal patient who slipped out of restraints left the hospital and committed suicide the next day was not the proximate cause of the patients death as a matter of law B. holding that a hospital can conspire with members of its medical staff C. holding that a company providing administrative purchasing and financial services to a hospital was not a hospital and thus could not be held directly liable under emtala D. holding that plaintiff director of security for a hospital had sufficiently pled requisite public policy and a close fit where he asserted that a hospital fired him for reporting to law enforcement that a hospital administrator bribed a public official E. holding that hospital had waived immunity where wrongful death plaintiff asserted that hospital staff failed to properly oversee cardiac monitor and concluding that use of cardiac monitor like ekg in salcedo directly affected and impacted person whose heart condition was being monitored

assistant: The best answer is E. holding that hospital had waived immunity where wrongful death plaintiff asserted that hospital staff failed to properly oversee cardiac monitor and concluding that use of cardiac monitor like ekg in salcedo directly affected and impacted person whose heart condition was being monitored
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: full amount of $45,000 was recoverable. Even if that amount were found to be the value of the property on either the date of loss or sentencing, the value of the portion of the property recovered by Workman must be determined and deducted from that amount. More importantly, we disagree with the thrust of the government’s argument, namely, that any sums Workman expended to recover the property are recoverable as long as the total is less than the value of the property when Paul first acquired it. That is not in keeping with the plain language of the statute. We hold that an award of restitution under the VWPA cannot include consequential damages such as attorney’s and investigators’ fees expended to recover the property. See United States v. Arvanitis, 902 F.2d 489, 497 (7th Cir.1990) (<HOLDING>); United States v. Barany, 884 F.2d 1255, 1261 Options: A. holding that restitution for consequential damages such as legal fees expended to investigate a fraudulent insurance claim are unavailable under the vwpa B. holding that restitution under the vwpa was more akin to compensation for actual loss than a criminal penalty that may not bear interest C. holding that consequential damages are not to be considered D. holding that provision barring recovery of consequential damages did not necessarily bar all loss of use damages but damages for loss of use of money were consequential E. holding that equitable restitution is available but that legal restitution is not

assistant: The best answer is A. holding that restitution for consequential damages such as legal fees expended to investigate a fraudulent insurance claim are unavailable under the vwpa
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Committee will have discretion to determine the restrictions or other limitations of the individual Awards under this Section 5.2, including the authority to reduce Awards, to determine payout schedules and the extent of vesting or to pay no Awards, in its sole discretion, if the Committee preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise. The Committee may provide that in the event a Participant terminates employment or service for any one or more reason during a Plan Year, the Participant shall forfeit all rights to any Award for the Plan Year.

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: 9.1 All Confidential Information provided by the Disclosing Party remains its property and the Receiving Party obtains no right of any kind to any Confidential Information provided to it. This Agreement is not intended to and does not grant, expressly or by implication, any right or license to any permit, patent, trademark, copyright, trade secret, improvement, or any other intellectual property right or similar proprietary right of any kind that the other Party may possess.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Neither the Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Borrower, other than (a) to the Agent’s or such Lender’s Affiliates and each of their Related Parties and, as contemplated by Section 8.07(f), to actual or prospective assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from the Agent or such Lender, (d) as requested or required by any state, federal or foreign authority or examiner regulating banks, other financial institutions or banking, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) on a confidential basis to any Lender’s direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, (g) subject to an agreement containing provisions substantially the same as those of this Section, (x) to any credit or financial insurance provider in connection with the Borrower’s obligations hereunder, and (y) to any Person that requires such Confidential Information in connection with obtaining CUSIP-based identifiers and (h) information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry.

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

user: The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, demands and other communications made under or by reason of the provisions of this Agreement must be in writing and be given by hand delivery, email, facsimile or next Business Day courier to the affected Party at the addresses and facsimile numbers set forth below or at such other addresses or facsimile numbers as such Party may have provided to the other Parties in accordance herewith. Such notices will be deemed given at the time personally delivered (if delivered by hand with receipt acknowledged), upon issuance by the transmitting machine of confirmation that the number of pages constituting the notice has been transmitted without error and confirmed telephonically (if sent by email or facsimile), and the first Business Day after timely delivery to the courier (if sent by next-Business Day courier specifying next-Business Day delivery).

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 case excerpt and choose the best holding from the options. Case excerpt: time thereafter. Indeed, plaintiff failed to initiate efforts with defendant to close at any time before June 6, 2006— the day after defendant notified plaintiff of its intention to terminate the original agreement. Although plaintiff now cryptically disputes this fact, it was deemed admitted by the Superior Court as a result of plaintiffs failure to timely respond to defendant’s request for admissions. See 'Rule 36(a) of the Superior Court Rules of Civil Procedure (providing a “matter is admitted unless, within 30 days after service of the request, * * * the party to whom the request is directed serves upon the party requesting the admission a written answer or objection addressed to the matter”); Travelers Insurance Co. v. Builders Resource Corp., 785 A.2d 568, 569 (R.I.2001) (mem.) (<HOLDING>). Further, plaintiff failed to provide Options: A. holding that facts deemed admitted as to one defendant because of his failure to respond to the plaintiffs request for admissions are not binding on a codefendant B. holding that failure to file timely responses to a request for admissions renders them admitted C. holding that trial court properly deemed defendants responses to requests for admission admitted because defendants real purpose in refusing to answer the request for admissions was not to prevent being a witness against himself in a criminal prosecution but to hinder the plaintiff in this common law damage suit from proving an essential element in his case D. holding that appellate counsels admitted failure to timely file the brief constituted good cause to grant motion for belated brief E. holding dismissal with prejudice is appropriate remedy for failure to timely file undertaking

assistant: The best answer is B. holding that failure to file timely responses to a request for admissions renders them admitted
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: Neither party shall have termination rights in this Agreement, except that Licensor may terminate Licensee’s rights and/or this Agreement as expressly set forth in Section 4, 5 and Section 9.

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 legal provision and list the applicable contract clause categories. Provision: Such Stockholder has all necessary power and authority and legal capacity to execute, deliver and perform all of such Stockholder’s obligations under this Agreement, and consummate the transactions contemplated hereby, and no other proceedings or actions on the part of such Stockholder or its board of directors or governing body or trustees, or its stockholders, members, partners (limited or otherwise) or other equity holders or beneficiaries, as applicable, are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

assistant: Authority
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 SAR Agreement shall specify the dates or events when all or any installment of the SAR is to become exercisable; provided, no grant of SARs may become exercisable sooner than after one (1) year. The SAR Agreement shall also specify the term of the SAR. A SAR Agreement may provide for accelerated exercisability, including in the event of the Optionee’s death, disability, or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. SARs may be awarded in combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR granted in combination with an ISO: (i) must be granted at the same time as the ISO to which it relates; (ii) must be exercisable only when the current Fair Market Value of Common Shares exceeds the ISO’s exercise price and the ISO is otherwise exercisable; (iii) may not be transferrable except when and to the extent that the ISO is transferrable under Section 3.4 of the Plan; and (iv) must have economic and tax consequences upon exercise that are no more favorable than those upon the exercise of the ISO in combination with which it was granted followed by an immediate sale of the Common Shares that would be received upon such ISO’s exercise. A SAR granted under the Plan not in combination with an ISO may provide that it will be exercisable only in the event of a Change in Control.

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 case excerpt and choose the best holding from the options. Case excerpt: it has not done so here. Under the express terms of the Statute, Satterfield has no available remedy against Crown Cork. See Tex. Civ. Prac. & Rem.Code Ann. §§ 149.001-.006. Texas courts have recognized that a cure for retroactivity is to allow statutes to operate prospectively or for the Legislature to provide a grace period when enacting statutes affecting vested rights. See, e.g., Likes, 962 S.W.2d at 502 (upholding retroactive application of new immunity defense when the Legislature afforded a reasonable time to file accrued causes of action); Texas Water Rights Comm’n, 464 S.W.2d at 649 (permittee afforded a reasonable time after enactment of statute to preserve their rights, thus providing a “reasonable remedy” after fair opportunity to protect rights); Middleton, 185 S.W. at 560 (<HOLDING>). In Middleton, the Texas Supreme Court upheld Options: A. holding that the fair sentencing act does not apply retroactively to defendants whose criminal conduct occurred before its enactment even if those defendants were sentenced after its enactment B. recognizing that new law did not apply to claims that accrued prior to enactment C. holding that the damages and jury trial provisions of the 1991 act apply to conduct occurring prior to the date of enactment D. recognizing that aedpa would not apply to a habeas petition that was pending at the time of its enactment E. holding that the payments accrued

assistant: The best answer is B. recognizing that new law did not apply to claims that accrued prior to enactment
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 waives any right to require the Administrative Agent, the Security Agent, the Issuing Lenders or the Lenders to (i) proceed against any other Borrower, any Guarantor or any other party, (ii) proceed against or exhaust any security held from any Borrower, any Guarantor or any other party or (iii) pursue any other remedy in the Administrative Agent’s, the Security Agent’s, any Issuing Lender’s or Lenders’ power whatsoever. Each Borrower waives any defense based on or arising out of suretyship or any impairment of security held from any Borrower, any Guarantor or any other party or on or arising out of any defense of any other Borrower, any Guarantor or any other party other than payment in full in cash of the Secured Obligations, including, without limitation, any defense based on or arising out of the disability of any other Borrower, any Guarantor or any other party, or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, in each case other than as a result of the payment in full in cash of the Secured Obligations.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by Tus-chner was reasonable in law. According to the district court, although our court ultimately disagreed with the conclusion that Tuschner controlled Zahareas, “the SEC’s legal position was at least a colorable, reasonable attempt at defining an otherwise undefined phrase.” (Id. at 12.) Third, relying on the undisputed communications and dealings between Tuschner and Za-hareas, the district court found that the SEC’s factual basis was reasonable. The fact that the district court and our court found for the SEC at various stages in the litigation does not automatically grant the government immunity from EAJA liability. See Herman v. Schwent, 177 F.3d 1063 (8th Cir.1999) (reversing district court and granting attorney’s fees); Friends of the Boundary Waters Wilderness, 53 F.3d at 885 (<HOLDING>). Instead, we must fully analyze the facts and Options: A. recognizing that an advisory opinion is one that offers an opinion on a moot issue B. recognizing ajlthough presiding judge mccormicks opinion in davis is labeled a concurring opinion it was joined by a majority of the court and may be regarded as an opinion for the court C. holding that an administrative agencys decision may not be based upon inadmissible expert opinion D. holding a medical opinion to be not significantly probative where the opinion was contrary to other substantial record evidence E. holding that the district court erred in denying fees by relying too heavily upon its original opinion and judge magills dissent from our decision reversing that opinion

assistant: The best answer is E. holding that the district court erred in denying fees by relying too heavily upon its original opinion and judge magills dissent from our decision reversing that opinion
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: Comply with, and cause each of its Material Subsidiaries to comply with, all Laws and orders of any Governmental Authority applicable to it or its property and with all Material Agreements, except, in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: BACKGROUND As an initial matter, the Court, as it prepared this Opinion, noted that there are facts contained in the record which neither party discussed in their briefing on this motion or at the hearing. The Tenth Circuit has recently held: “Without a specific reference, [the court] will not search the record in an effort to determine whether there exists dormant evidence which might require submission of the case to a jury.” Chavez v. New Mexico, 397 F.3d 826, 839 (10th Cir.2005)(quotation omitted). Accord Thomas v. Wichita Coca-Cola Bottling Co., 968 F.2d 1022, 1025 (10th Cir.1992)(explaining that searching the appellate record for “dormant evidence. would not be fair to either the movant or the district court”); Carmen v. S.F. Unified Sch. Dist., 237 F.3d 1026, 1031 (9th Cir.2001)(<HOLDING>); Barge v. Anheuser-Busch, Inc., 87 F.3d 256, Options: A. holding that the district court need not examine the entire file for evidence establishing the absence of a genuine issue of fact where the evidenceis not set forth in the moving papers with adequate references so that it could conveniently be found B. holding that a district court need not comb the record to find some reason to deny a motion for summary judgment particularly where the evidence is not set forth in the opposing papers with adequate references so that it could conveniently be found C. holding that while a district court has discretion to consider other materials in the record it has no obligation to do so where the evidence is not set forth in the opposing papers with adequate references so that it could conveniently be found D. holding that the state has no obligation to provide adequate housing E. holding that a court need not examine the entire file for evidence establishing a genuine issue of fact where the evidence is not set forth in the opposing papers with adequate references so that it could conveniently be found

assistant: The best answer is C. holding that while a district court has discretion to consider other materials in the record it has no obligation to do so where the evidence is not set forth in the opposing papers with adequate references so that it could conveniently be found
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: shareholder the fair value of their shares, plus interest, within 30 days of the date the appraisal form is due. 9 . This provision requires that a dissenting shareholder, dissatisfied with the fair value payment, make a written demand to the corporation for a higher payment. 10 . In particular, this provision provides that "[i]f a shareholder makes a demand for payment under § 13.1-739 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest.” 11 .It is worth noting that, pursuant to Va. Code § 13.1-741, "the fees and expenses of counsel” in an appraisal proceeding may be awarded in favor of a dissenting shareholder if "the co 893 (1944) (<HOLDING>). 16 .Obviously, no Virginia state court would Options: A. holding that a corporate officer signing a contract in his corporate capacity is generally not liable for damages under the contract B. holding that because the corporate parent and subsidiary defendants before it observed all of the corporate formalities necessary to maintain corporate separateness notwithstanding the parents active involvement in the subsidiaries operations the evidence did not establish that the entities were alter egos of one another C. holding that the general corporate laws are incorporated into the corporate charter D. holding that grand jury testimony of officer and inhouse counsel for corporate defendant was properly admitted as admission against the corporate defendant E. holding that a fraudulent transfer claim against a corporate debtors control person belongs to the corporate debtor not to specific creditors

assistant: The best answer is C. holding that the general corporate laws are incorporated into the corporate charter
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 the event of the Employee’s termination by reason of Disability pursuant to Section 5.5 , the Employee will continue to receive the Employee’s Base Salary in effect immediately prior to the Termination Date and participate in applicable employee benefit plans or programs of the Company (on an equivalent basis to those employee benefit plans or programs provided under Section 6.4(a)(iv) below) through the Termination Date, subject to offset dollar-for-dollar by the amount of any disability income payments provided to the Employee under any Company disability policy or program funded by the Company, and the Company shall pay the Employee the following amounts in a lump sum within 30 days following the Termination Date: the sum of (a) the Employee’s accrued but unpaid then current Base Salary through the Termination Date, plus (b) either the (i) unpaid Actual Full Year Bonus Amount, if any, or (ii) the Deemed Full Year Bonus Amount, if applicable, plus (c) the Employee’s Deemed Pro Rata Bonus Amount, plus (d) any other amounts that may be reimbursable by the Company to the Employee as expressly provided under this Agreement, and the Company thereafter will have no further obligation to the Employee under this Agreement, other than for payment of any amounts accrued and vested under any employee benefit plans or programs of the Company and any payments or benefits required to be made or provided under applicable law.

assistant: Disability
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 Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Restricted Subsidiaries, (c) will not violate or result in a default under any material indenture, material agreement or other material instrument binding upon any Loan Party or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Restricted Subsidiaries, except Permitted Liens or Liens created pursuant to the Loan Documents, except, in the case of clauses (a) or (b), to the extent the lack of such consent, approval, registration, filing or action, or the occurrence of such violation or default, would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: not be expected to endure it. Finally, this Court has also held that mere termination of employment will not support an emotional distress claim, but if “the manner of termination evinces circumstances of oppressive conduct and abuse of a position of authority vis-a-vis plaintiff, it may provide grounds for the tort action.” Crump v. P & C Food Markets, Inc., 154 Vt. 284, 296, 576 A.2d 441, 448 (1990); see also Goosens v. AT&T Corp., No. EP-00-CA-002-DB, 2000 WL 33348222, at *3 (W.D.Tex. April 3, 2000) (simply terminating an employee without more cannot amount to IIED). Dulude’s allegations, taken as true, fail to demonstrate that FAHC’s actions during the actual grievance procedure and termination process were extreme and outrageous. See Crump, 154 Vt. at 296-97, 576 A.2d at 449 (<HOLDING>). This Court has held that absent at least one Options: A. holding that a complaint filed within three years of an accident complied with the michigan court rules and was not barred by the statute of limitations even though service was made more than three years after the accident B. holding that there was sufficient evidence to go to a jury on an iied claim when an employee with eighteen years of service was summarily fired after being falsely accused of theft kept in a three hour meeting with no opportunity to leave or eat lunch and badgered to sign a confession C. holding that there was no question that the full and fair opportunity element was met where there was no indication that such an opportunity was unavailable D. holding that a confession was voluntary despite the fact that an officer falsely told the defendant that physical evidence connected him to the crime E. holding that the jury should determine whether an employee eating lunch in a hospital cafeteria was within the course and scope of employment where factual disputes arose as to whether he was eating lunch in a place required or encouraged by his employer whether other employees regularly ate there and whether the employee had a choice in where to eat lunch

assistant: The best answer is B. holding that there was sufficient evidence to go to a jury on an iied claim when an employee with eighteen years of service was summarily fired after being falsely accused of theft kept in a three hour meeting with no opportunity to leave or eat lunch and badgered to sign a confession
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: against her, and to not incriminate herself. The trial court asked Nero if she was satisfied with her attorney, if she understood that she was pleading guilty and the sentence recommendation, and if everything put in front of her was explained to her. Nero testified that she has ADHD, but a mental evaluation found she did not suffer from any disability that would prevent her from knowing right from wrong and that she was competent to stand trial. Nero cites to Henderson v. Morgan, 426 U. S. 637 (96 SCt 2253, 49 LE2d 108) (1976), for the assertion that her guilty plea should be withdrawn because it was not explained to her during the plea hearing that she was being charged as a party to the crime or that she was responsible for what the others did during the robbery. Id. at 644-647 (II) (<HOLDING>). However, this Court has previously found that Options: A. holding that first and seconddegree intentional murder verdicts are consistent with a felony murder verdict because lack of intent is not an element of seconddegree felony murder B. holding that a statement implying that the defendant was guilty of the crime for which he was on trial was inadmissible hearsay C. holding a guilty plea involuntary where the record established that neither judge nor defense counsel explained to the accused an essential element of the offense and where the accused did not sufficiently admit to such element D. holding that where the record showed neither that the trial court explained to the defendant his right to a jury trial nor an effective waiver of the right structural error occurred E. holding where neither defense counsel nor the trial court explained to the defendant that intent to cause death was an element of seconddegree murder and there was no factual statement or admission implying intent the plea was involuntary

assistant: The best answer is E. holding where neither defense counsel nor the trial court explained to the defendant that intent to cause death was an element of seconddegree murder and there was no factual statement or admission implying intent the plea was involuntary
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 to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, the Parties agree that for the Term and for [***] years thereafter, each Party shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose any Confidential Information furnished to it by the other Party pursuant to this Agreement, in a manner no less protective than the actions it would customarily take to preserve the confidentiality of its own similar types of confidential information.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that plaintiffs have not sufficiently pled an express 'assumption of liability” (citation omitted)); Brockway v. JP Morgan Chase Bank, No. 11CV2982 JM (BGS), 2012 WL 4894253, *3 (S.D.Cal. Oct. 15, 2012) (“The SAC simply alleges that Wells Fargo ‘expressly or impliedly agreed to assume all of DREXEL’s liabilities under the Deed of Trust---- Such conelusory allegations do ‘not unlock the doors of discovery for a plaintiff armed with nothing more than conclusions.’ While an allegation that Defendants either ‘expressly or impliedly agreed to assume all of DREXEL’s liabilities’ raises the possibility of an assumption of liabilities, it does not show that Plaintiff is entitled to relief under [Rule] 8(a)(2)”); Pantoja v. Countrywide Home Loans, Inc., 640 F.Supp.2d 1177, 1192 (N.D.Cal.2009) (<HOLDING>). See also Owens v. Bank of America, N.A., No. Options: A. holding successor national bank liable for punitive damages judgment against bank that merged into successor national bank B. holding that a plaintiff who alleged that bank of america was responsible and liable for the actions of countrywide and who pled no facts beyond the purchase of countrywide by bank of america had failed to plead sufficient facts to support a claim against the bank C. holding that a bank owed no duty of care to a noncustomer who was defrauded by a bank depositer since the bank had no direct relationship with the noncustomer D. holding that a bank customer did not have a reasonable expectation of privacy in records maintained by the bank E. recognizing that a bank customer may have a tort claim against a bank for the wrongful dishonor of a check

assistant: The best answer is B. holding that a plaintiff who alleged that bank of america was responsible and liable for the actions of countrywide and who pled no facts beyond the purchase of countrywide by bank of america had failed to plead sufficient facts to support a claim against the bank
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 hereto agree that irreparable damage may occur if any provision of this Agreement were not performed in accordance with the terms hereof or thereof and that the parties shall be entitled to seek an injunction to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof or thereof in accordance with the provisions of this Section 5.6 , in addition to any other remedy to which they are entitled at law or in equity.

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 case excerpt and choose the best holding from the options. Case excerpt: make contact with the occupant”. This presumption can be overcome only when a homeowner manifests a clear intent to prohibit all visitors from even approaching the house. We agree with the reasoning of these decisions, and we apply that reasoning to the present case. The Michels live in rural Alaska, and their residence lies some distance off the main highway, connected by a long driveway. Under these circumstances, a visitor to the Michels’ residence would reasonably conclude that the “No Trespassing” signs posted along the driveway were intended to deter people who might be tempted to leave the highway and use the Michels’ driveway as an access route for their own purposes (e.g., hunting, camping, hiking, or the like). Persons visiting the residence for social or commercia 3 (1984) (<HOLDING>). 7 . The Michels argue (1) that the state Options: A. holding a party failed to preserve an objection to the jury instructions where the party objected prior to the court instructing the jury but not after B. holding that no trespassing signs a cable blocking the driveway and a sign instructing visitors to honk before entering the property manifested an intent to exclude all visitors C. holding that defendant failed to plead sufficient facts and instructing the trial court to dismiss the plaintiff from the case D. holding it was not an abuse of discretion to exclude testimony E. holding that instructing the jury on a legal duty theory when appellant had no legal duty to prevent the commission of the offense was error

assistant: The best answer is B. holding that no trespassing signs a cable blocking the driveway and a sign instructing visitors to honk before entering the property manifested an intent to exclude all visitors
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this 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: With respect to each Property, all non-delinquent real estate and personal property general and special taxes and assessments for such Property for the current assessment year of the applicable taxing authority in which the Closing Date occurs shall be prorated as of the Closing Date. If the exact amount of taxes is not known at Closing, the proration will be based on the amount of taxes most recently charged to Tenants at the applicable Property as Additional Rent (adjusted as necessary to derive the taxes for the entire Property from such amounts) and shall be adjusted once actual figures become available after Closing, as part of the Final Closing Adjustment. Notwithstanding anything to the contrary in this Agreement, (i) each Seller shall retain all right, title and interest in and to any and all property tax (both real property and personal property) refunds and claims for refunds with respect to its Properties for any period prior to the Closing Date, and (ii) each Seller is responsible for all taxes attributable to a taxable period (or portion thereof) ending on or before the Closing Date. Each Seller shall have the right to continue and control any contest of any taxes or assessments for its Property or Properties due and payable during all tax years prior to the tax year in which Closing occurs, except that Sellers shall have no right to (x) initiate the contest of any taxes or assessments after the Effective Date if such contest relates to or impacts taxes for which Purchaser is responsible hereunder or (y) settle or compromise any pending contest of taxes or assessments, to the extent pertaining to or adversely impacting the period from and after the Closing or could reasonably be expected to adversely impact the tax liability of Purchaser. Purchaser shall have the right to control any contest of any taxes or assessments for the Properties due and payable during the current tax year in which Closing occurs, if any, and all tax years thereafter. Each Seller and Purchaser shall each reasonably cooperate with the other in connection with such contests. With respect to each Property, Purchaser and such Property’s Seller shall be equally responsible for, and shall pay equal portions of, all sales, use and other transfer taxes imposed in connection with the sale and transfer of the Personal Property and the Intangible Property (i.e., Purchaser shall pay 50% and such Property’s Seller shall pay 50%).

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 14.2 you agree that youtube may provide you with notices , including those regarding changes to the terms , by email , regular mail , or postings on the service .

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: All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Except as otherwise specifically provided for in this Agreement, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. The Administrative Agent shall, and the Borrower hereby authorizes the Administrative Agent to, debit a deposit account of the Borrower or any of its Subsidiaries held with the Administrative Agent or any of its Affiliates and designated for such purpose by the Borrower or such Subsidiary in order to cause timely payment to be made to the Administrative Agent of all principal, interest and fees due hereunder or under any other Loan Document (subject to sufficient funds being available in its accounts for that purpose).

assistant: General