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: (a) Each Lender severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Company), from and against such Lender’s ratable share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement (collectively, the “ Indemnified Costs ”), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Company. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.06 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: court in a timely fashion. 220 B.R. at 906. Neither the. United States Supreme Court nor the Tenth Circuit has ruled on the issue. d. Proof of Mailing. Before a creditor could invoke the mailbox presumption to show his claim was timely filed, he must introduce sufficient proof of mailing. In Sorrentino v. IRS, 383 F.3d 1187 (10th Cir.2004), the Tenth Circuit discussed the mailbox presumption as it applied to mailing a tax refund to the Internal Revenue Service. A divided panel held it was appropriate to allow the presumption, but only if the proof of mailing included something more than the self-serving testimony of the mailer. The court reasoned: Allegations of mailing are easy to make and hard to disprove. Cf. Benavidez v. City of Albuquerque, 101 F.3d 620, 626 (10th Cir.1996) (<HOLDING>). ■ Because the taxpayer, not the IRS, controls Options: A. recognizing difficulty in proving conspiracy B. recognizing inherently difficult task of proving a negative C. recognizing that immunity may be waived D. recognizing that questions of intent and credibility make it difficult to grant summary judgment in favor of the party with the burden of proof E. recognizing that proving a negative may be difficult

assistant: The best answer is E. recognizing that proving a negative may be difficult
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: finding of fact by the WCJ to sufficiently support the suspension of benefits. Employer claims the Suspension Order is free from error. Under Section 422(a) of the Act, a WCJ must issue a “reasoned decision containing findings of fact and conclusions of law” which would enable the parties to understand the rationale for the resulting decision and provide a reviewing court a “basis for meaningful appellate review.” 77 P.S. § 834. The Pennsylvania Supreme Court, in Daniels, elaborated on this standard and held that the WCJ decision must allow for adequate review by the Board and appellate courts “without further elucidation.” Daniels, 574 Pa. at 76, 828 A.2d at 1052. See also O’Donnell v. Workers’ Compensation Appeal Board (United Parcel Service), 831 A.2d 784, 790 (Pa.Cmwlth.2003) (<HOLDING>). Section 314 of the Act permits an employer to Options: A. holding that credibility determinations are reviewed only for substantial evidence B. holding the wcjs credibility determinations precluded any meaningful appellate review because the court had to imagine why the wcj made such credibility determinations C. holding that credibility determinations are for the jury D. holding that we review adverse credibility determinations for substantial evidence E. holding that in determining the propriety of summary judgment credibility determinations may not be made

assistant: The best answer is B. holding the wcjs credibility determinations precluded any meaningful appellate review because the court had to imagine why the wcj made such credibility determinations
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 Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him in performing services hereunder during the Term, in accordance with the policies and procedures then in effect and established by the Company for its senior executive officers. Notwithstanding the foregoing, the Company shall provide the Executive with expense reimbursement, in accordance with the Company’s standard expense reimbursement practices, up to an amount of $15,000 for personal expenses associated with performing his responsibilities at, or moving his personal residence closer to, the Company’s Bedford, Massachusetts headquarters during the initial 12 months of his employment with the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent shall have received evidence of insurance coverage of the relevant Post Closing Borrower in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 8.3 hereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the district court had properly instructed them. Sullivan v. Louisiana, 508 U.S. 275, 281, 113 S.Ct. 2078, 2082-83, 124 L.Ed.2d 182 (1993). “No matter how overwhelming the evidence of materiality, the district court was not permitted to direct a finding for the Government on this element.” Raether, 82 F.3d at 193 (citing Sullivan, 508 U.S. at 277, 113 S.Ct. at 2080). Although we acknowledge that an affeeting-substantial-rights inquiry is governed by a harmless error analysis, see Raether, 82 F.3d at 194, we question whether a Gaudin error could ever be considered harmless. Our court, in Wells, implicitly recognized the futility of applying the harmless error inquiry to a Gaudin error when it vacated a defendant’s convictions without discussion of harmless error. Wells, 63 F.3d at 751 (<HOLDING>). Where the issue of materiality is completely Options: A. holding gaudin dictates that we vacate defendants convictions B. holding that records of a criminal defendants previous convictions in state court are nontestimonial C. holding that trial judge properly considered defendants misdemeanor convictions D. holding that all convictions under wisconsin sexual assault statute were not per se convictions for crimes of violence E. holding that when defendant has not testified we review the denial of the motion only for obvious error affecting substantial rights and will vacate the judgments of convictions only if the convictions were produced by a fundamentally unfair trial

assistant: The best answer is A. holding gaudin dictates that we vacate defendants convictions
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: the company has not reviewed , has no control over , nor does it endorse , screen , promote or otherwise assume any responsibility for the content of third party websites or applications ( `` third party services '' ) , or to the information , advertisements , services , practices or other material contained on , or accessible through third party services , including without limitation third party websites to which hyperlinks are contained in 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 case excerpt and choose the best holding from the options. Case excerpt: a year later. Nevertheless, as the district court recognized, “in [] rare and exceptional circumstance[s], in which a party is prevented in some extraordinary way from exercising [her] rights,” equity can toll the 300-day filing limitation. Zerilli-Edelglass v. New York City Trans. Auth., 333 F.3d 74, 80 (2d Cir.2003) (internal citations and quotation marks omitted) (first and second alterations in original); see Nat’l R.R. Passenger Corp. v. Morgan, 536 U.S. at 113. Sinha argued that she was entitled to equitable tolling because an EEOC investigator misled her about the operation of the 300-day filing period, advising her to contact the EEOC only after the conclusion of her grievance proceeding against DOE. See Carlyle Towers Condo. Ass’n, Inc. v. FDIC, 170 F.3d 301, 310 (2d Cir.1999) (<HOLDING>); Johnson v. Al Tech Specialties Steel Corp., Options: A. holding time limitation on statement of costs is not jurisdictional and late filing is within courts discretion B. holding that plaintiffs who received fraudulent tax advice and acted in reliance on the advice though only alleging a future risk of being assessed penalties for acting on the advice had alleged an injuiyinfact C. holding that in chapter 13 cases irs cannot be excused on account of its size from its obligations as a creditor D. recognizing that partys late filing might be excused if based on inaccurate advice from government official E. recognizing incompetent advice from attorney as proper ground for federal habeas attack on voluntariness of guilty plea in state court

assistant: The best answer is D. recognizing that partys late filing might be excused if based on inaccurate advice from government official
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: (Doc. 18). Defendants have filed a Response (Doc. 49). Additionally, on July 8, 2002, the court heard oral arguments on plaintiffs’ motion. The court has carefully reviewed the parties’ written and oral arguments and is now prepared to rule. I. BACKGROUND This litigation arose from defendants attempt to enforce the Kansas Motor Vehicle Fuel Tax Act, Kansas Statutes Annotated §§ 79-3401 et seq. (“Act”), upon plaintiffs. The Act imposes a tax, subject to various exceptions, on the use or the sale and delivery of motor vehicle fuel within the state. Pursuant to Kansas Statutes Annotated § 79-3408(c) of the Act, the legal incidence of the fuel tax falls on the “distributor of first receipt” of such fuel. See Sac & Fox Nation of Missouri v. Pierce, 213 F.3d 566, 578 (10th Cir.2000) (<HOLDING>). The distributor must compute and remit the Options: A. holding that a retailer lacked standing to challenge a federal excise tax assessed against a thirdparty fuel supplier even where the retailer was required by contract to pay the supplier an amount equal to the excise tax upfront at the time of purchase since the alleged injury in the form of increased fuel costs was not occasionedby the government B. holding that the legal incidence of the kansas fuel tax falls on the distributor C. holding that the legal incidence of a federal excise tax on gasoline falls upon the statutory producer and not the purchaser of the gasoline D. holding that the tax was indirect even though the recipient could not shift the tax to others E. holding that the legal incidence of the kansas fuel tax falls on distributors not retailers

assistant: The best answer is E. holding that the legal incidence of the kansas fuel tax falls on distributors not retailers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower shall reasonably cooperate with all reasonable requests of Lender in connection with this Section 9.3 . If requested by Lender, Borrower shall promptly execute and deliver such documents as shall be required by Lender and any Rating Agency in connection with any Bifurcation or creation of a New Mezzanine Loan pursuant to this Section 9.3 , all in form and substance satisfactory to Lender and satisfactory to any applicable Rating Agency, including, the severance of security documents if requested and/or, in connection with any Bifurcation or the creation of any New Mezzanine Loan: (i) execution and delivery of a promissory note and loan documents necessary to evidence such Bifurcation or New Mezzanine Loan, (ii) execution and delivery of such amendments to the Loan Documents as are necessary in connection with such Bifurcation or the creation of such New Mezzanine Loan, (iii) delivery of opinions of legal counsel with respect to due execution, authority and enforceability of any modification documents or documents relating to any Bifurcation or evidencing or securing any New Mezzanine Loan, as applicable and (iv) with respect to any New Mezzanine Loan, delivery of an additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion; each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9. 3 after expiration of ten (10) Business Days after notice thereof.

assistant: Cooperation
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 vesting of any portion of the Award, the Participant or other person entitled to receive the Award may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.8 of the Plan and rules established by the Administrator, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the applicable withholding rates; provided, however, that in the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: It is the express intention and agreement of the parties hereto that the provisions of Sections 7 , 9 , 10 , 11 , 12 , 13 , 14 , 16 , 17 , 18 , 20 , 21 , 22 , 24 and 25 hereof and this Section 15 shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

assistant: Survival
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: have been imposed” standard applies to scoresheet errors on direct appeal). Under the “would have been imposed” standard, a sentence based on an erroneous scoresheet must be reversed unless “the appellate court is clearly convinced that the defendant would have received the same sentence notwithstanding the score-sheet error.” Anderson, 905 So.2d at 114 (quoting Sellers v. State, 578 So.2d 339, 341 (Fla. 1st DCA 1991)). Generally, when a defendant is sentenced to state prison and “[t]he presumptive sentence under a corrected scoresheet will not involve a state prison sanction, ... it cannot be said that the same sentence would have been imposed absent the error.... ” Williams v. State, 720 So.2d 590, 591 (Fla. 2d DCA 1998); see also Ray v. State, 987 So.2d 155, 156 (Fla. 1st DCA 2008) (<HOLDING>). Here, the trial court erroneously believed Options: A. holding that an error was not harmless when the district court chose the lowest end of the improper sentencing range after stating that even if the court isnt correct the court believes it is necessary to sentence at this very high range B. holding that the sentencing courts expressions that the lowest sentence within the guidelines was too se vere was sufficient to show that the lower court would have imposed a lesser sentence if it had not felt bound by the guidelines thus satisfying plain errors third prong C. holding that where a district court clearly indicates that an alternative sentence would be identical to the sentence imposed under the guidelines any error that may attach to a defendants sentence under booker is harmless D. holding that the trial court may not retain jurisdiction over a sentence when the defendant is sentenced under the guidelines E. holding that when the trial court sentenced the defendant to prison under the belief that the lowest permissible sentence was a prison term but the lowest permissible sentence under a corrected scoresheet would be a nonprison sanction the court could not say that the same sentence would have been imposed had the trial court had the correct information

assistant: The best answer is E. holding that when the trial court sentenced the defendant to prison under the belief that the lowest permissible sentence was a prison term but the lowest permissible sentence under a corrected scoresheet would be a nonprison sanction the court could not say that the same sentence would have been imposed had the trial court had the correct information
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 provisions of this Agreement will survive any termination of the Relationship for any reason, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on Consultant’s part. Consultant agrees Company may communicate Consultant’s obligations under this Agreement to any third party.

assistant: Survival
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: at 586. In contrast, Ballard Leary lost on a preliminary procedural motion and then immediately sought to compel arbitration. Requesting dismissal without prejudice or bifurcation does not go to the merits of alter ego liability or fraudulent transfers. This is analogous to Townsend. ¶24 Ballard Leary also did not evince other intent to litigate rather than arbitrate. For instance, it did not file an answer or conduct any discovery. Ballard Leary also moved to compel arbitration only four days after the trial court denied the CR 12(b)(6) motion. There is no dispute that this was within 90 days from service of the complaint, as required by RCW 64.55.100. Otis Housing does not hold that a party must immediately preserve its right to arbitrate. See also Verbeek Props., 159 Wn. App. at 90 (<HOLDING>). Rather, the rule is that a party must take Options: A. holding that the party did not waive its right to enforce the arbitration clause B. holding that party waived public policy challenge by failing to raise it during arbitration C. holding that filing an answer does not invoke the status as a defendant in plaintiffs lawsuit D. holding that a party does not waive arbitration simply by failing to invoke it in the complaint or answer E. holding that defendant did not waive its statute of limitations defense by failing to cite the specific statute in its answer

assistant: The best answer is D. holding that a party does not waive arbitration simply by failing to invoke it in the complaint or answer
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Secretary at the headquarters of the Company, and any notice to the Recipient shall be addressed to the Recipient at the current address shown on the payroll of the Company, or such other address as the Recipient may designate to the Company in writing pursuant to the procedures of this Section 6(h). Any notice shall be given by personal delivery, by first class U.S. Mail, or by facsimile.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of a Change in Control or a Disaffiliation, the Purchase Right of each Participant (in the case of a Change in Control) or the Purchase Right of each Participant employed by the Designated Subsidiary or business segment that ceases to be a Designated Subsidiary or business segment pursuant to the Disaffiliation, as determined by the Committee in its discretion (in the case of a Disaffiliation), will be exercised immediately upon such Change in Control or Disaffiliation with respect to the Offering then in effect, unless the Committee determines that such exercise would result in unfavorable tax or accounting treatment under any other applicable law, rule or regulation.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: - identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled , and information reasonably sufficient to permit 9gag to locate the material ;

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lease and this Second Amendment (including this Work Letter) are not intended to create any third‑party beneficiaries; without limiting the foregoing, no contractors or third parties engaged by Tenant with respect to the Tenant Improvements shall have any legal or beneficial interest in the Construction Allowance. With respect to all time periods and dates for exercising rights and performing obligations set forth in this Work Letter, time shall be of the essence.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Company Contributions described in Section 5.1 above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the Plan Administrator at the time that the Company Contribution is made. The Plan Administrator may, at any time, in its sole discretion, increase a Participant’s vested interest in a Company Contribution or restore any forfeiture. Notwithstanding the foregoing, any increase in the vested interest of a Participant subject to SEC Rule 16b shall be approved by the Committee.

assistant: Vesting
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 Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds in excess of $1,000,000 per incident from any Insurance and Condemnation Event by any Credit Party or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such Insurance and Condemnation Event by such Credit Party or such Subsidiary; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with Net Cash Proceeds from Insurance and Condemnation Events by any Credit Party or any of its Subsidiaries which are reinvested in assets within one hundred eighty (180) days after receipt of such Net Cash Proceeds by such Credit Party or such Subsidiary; provided , that any portion of the Net Cash Proceeds not actually reinvested within such one hundred eighty (180) day period shall be prepaid in accordance with this Section, unless the insurance proceeds are being used to rebuild or repair the affected property and the rebuilding or repairs have commenced and are proceeding in a commercially reasonable manner.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (traditional summary judgment). 11 . Smart, 597 S.W.2d at 337. 12 . See Keck, Mahin & Cate v. Nat’l Union Fire Ins. Co. of Pittsburgh, PA, 20 S.W.3d 692, 695-96 (Tex.2000). 13 . Id. 14 . Id. at 696. 15 . Mid-Continent Ins. Co. v. Liberty Mut. Ins. Co., 236 S.W.3d 765, 774 (Tex.2007) (emphasis added); see also Galbraith-Foxworth Lumber Co. v. Long, 5 S.W.2d 162, 167 (Tex.Civ.App.-Dallas 1928, writ ref'd); Lancer Corp. v. Murillo, 909 S.W.2d 122, 127 (Tex.App.-San Antonio 1995, no writ) (identifying Texas cases that granted equitable subrogation rights to sureties, guarantors, and creditors and concluding that a self-insured manufacturer was likewise entitled to equitable subro-gation). But see Excess Underwriters v. Frank's Casing Crew & Rental Tools, Inc., 246 S.W.3d 42, 47 (Tex.2008) (<HOLDING>). 16 . Smart, 597 S.W.2d at 338-39. 17 . Id. at Options: A. recognizing that the determination is an equitable one B. recognizing equitable subrogation C. holding that equitable tolling principles apply to suits against the united states in the same manner as they apply to private parties D. recognizing rule E. recognizing the longstanding rule that insurers may not apply equitable subrogation against their insureds

assistant: The best answer is E. recognizing the longstanding rule that insurers may not apply equitable subrogation against their insureds
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 Bank shall, ratably in accordance with its Commitments or Loans, as applicable, outstanding, indemnify the Agents and their affiliates and their respective directors, officers, agents, advisors and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including, without limitation, counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitee’s gross negligence or willful misconduct) that such indemnitee may suffer or incur in connection with its duties as Agent under this Agreement, the other Loan Documents or any action taken or omitted by such indemnitee hereunder. In the event that any Agent shall, subsequent to its receipt of indemnification payment(s) from Banks in accordance with this section, recoup any amount from the Borrower, or any other party liable therefor in connection with such indemnification, such Agent shall reimburse the Banks which previously made the payment(s) pro rata, based upon the actual amounts which were theretofore paid by each Bank. Each Agent shall reimburse such Banks so entitled to reimbursement within two (2) Business Days of its receipt of such funds from the Borrower or such other party liable therefor. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Bank, an indemnitee or any other Person, whether or not an indemnitee is otherwise a party thereto. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if your payment method fails or your account is past due , we may collect fees owed by charging other payment methods on file with us , retain collection agencies and legal counsel , and , for accounts over 180 days past due , request that paypal deduct the amount owed from your paypal account balance .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( i ) if the class action waiver in paragraph 20.3 ( e ) is found to be illegal , invalid or unenforceable as to all or some parts of a dispute , then paragraph 20.3 will not apply to those parts .

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: This Agreement, together with the Plan, constitutes the entire agreement between the Grantee and the Company with respect to the subject matter hereof. Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach. To the extent a conflict exists between the terms of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern, except with respect to the Committee’s authority to adjust downward the number of RSUs that vest under this Agreement, as provided under Section 15(h) below.

assistant: Integration
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: as a matter of serious criminal concern, but not as something new and different. The majority’s implicit assumption that terrorism is different, and must be treated differently, thus flies in the face of the congressionally sanctioned structure of sentencing that applies to terrorism as well as all other kinds of federal criminal offenses. Our courts are well equipped to treat each offense and offender individually, and we should not create special sentencing rules and procedures for terrorists. In presiding over the many terrorism-related cases on their dockets, courts have treated other issues in terrorism cases in ways that do not differ appreciably from more broadly applicable doctrines. See, e.g., Ashcroft v. al-Kidd, — U.S. -, 131 S.Ct. 2074, 2079, 2083, 179 L.Ed.2d 1149 (2011) (<HOLDING>); Jewel v. Nat’l Sec. Agency, 673 F.3d 902, Options: A. holding that defendants are not entitled to qualified immunity B. holding that qualified immunity is not merely immunity from damages but also immunity from suit C. holding that ordinary qualified immunity standard protects officials in a suit alleging an unconstitutional use of the material witness statute for detaining terrorism suspects D. holding officials are entitled to qualified immunity for reasonable mistakes of law E. holding that summary judgment for defendant officials on the basis of qualified immunity was improper given officials indefinite refusal to treat plaintiffs cavity

assistant: The best answer is C. holding that ordinary qualified immunity standard protects officials in a suit alleging an unconstitutional use of the material witness statute for detaining terrorism suspects
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive acknowledges and agrees that any breach of any of the Protective Covenants or the provisions of Section 10 by him will cause irreparable damage to the Company or the Company’s subsidiaries, the exact amount of which will be difficult to determine, and that the remedies at law for any such breach will be inadequate. Accordingly, Executive agrees that, in addition to any other remedy that may be available at law, in equity, or hereunder, the Company shall be entitled to specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any violation of any of the Protective Covenants by him.

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 case excerpt and choose the best holding from the options. Case excerpt: Note as required by Colo.Rev. Stat. § 4-S-204(a). As an alternative to negotiation, a note may be enforced by a transferee who receives delivery of the note for the purpose of giving the transferee the right to enforce it. Colo.Rev.Stat. § 4-3-203(a). When a note is transferred, the transferee is vested with “any right of the transferor to enforce the instrument.” Colo.Rev.Stat. § 4-3-204(b). The Court accepts Thomas’s oral testimony that he transferred possession of the Note to the LLC. The assignment document Thomas filed with the Court and, more importantly, the affidavit of Thomas’s counsel that he is in possession of the original Note as Thomas’s agent is evidence that Thomas is in constructive possession of the Note. See In re Miller, 666 F.3d 1255, 1264 n. 9 (10th Cir.2012) (<HOLDING>); Georg v. Metro Fixtures Contractors, Inc., Options: A. holding that constructive possession need not be exclusive but may be shared by others B. recognizing innocent possession defense to a charge of criminal weapons possession C. holding that k no wing possession can be demonstrated by proof of either actual or constructive possession D. recognizing theory of constructive possession E. holding that the phrase possession or custody in 5225b requires actual and not merely constructive possession

assistant: The best answer is D. recognizing theory of constructive possession
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower is a corporation, duly organized, and validly existing, and in good standing under the laws of the State of Delaware. Each Subsidiary is a limited liability company, duly organized, and validly existing, and in good standing under the laws of the State of Florida. Borrower and each Subsidiary has all necessary power and authority to transact the business in which it is engaged; is duly licensed or qualified and in good standing in each other jurisdiction in which the conduct of such business requires such licensing or such qualification, except where the failure to be so licensed or qualified would not have a Material Adverse Effect. Borrower and each Guarantor has all necessary power and authority to enter this Agreement and to execute, deliver and perform this Agreement, the Note, the Collateral Documents and any other document executed in connection with this Agreement, all of which have been duly authorized by all proper and necessary action by Borrower and each Guarantor.

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: Any term or provision of this Agreement that is judicially determined by a court of competent jurisdiction and venue to be invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

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: allegations made by the State. Guzman, 80 F.3d at 775. Further, the court held that it was improper to rely on “unsubstantiated statements of the prosecutor, rather than conducting an inquiry of the prosecution witness on whose behalf the closure request was made.” Id. The problem with the trial judge’s reliance on the proffers in the aforementioned cases is not that the judge considered the State’s proffer in rendering its decision. Rather, the common problem is twofold: first, the court relied on proffers containing generalized allegations rather than specific factual information; and second, there was no evidence supporting the content of the proffer. Generally, the better practice is for the trial judge to interview the witness on the record, or for the parties to conduct a voir (<HOLDING>). There may be circumstances, however, where Options: A. holding the findings of fact required to support an alimony award are sufficient if findings of fact have been made on the ultimate facts at issue in the case and the findings of fact show the trial court properly applied the law in the case B. holding the trial court must make findings adequate to support a closure C. holding that an issue was not properly before the court on appeal because the trial court did not have the opportunity to make any findings of fact regarding it D. holding remand proper on circuit courts own motion in a workers compensation case where the commission failed to make essential findings of fact because to hold otherwise would in such cases make the determination of the rights of the parties turn upon the neglect of the commission to make essential findings of fact or require the appellate court to make the omitted findings of fact which our statute forbids E. holding that carter mandates that where the trial court failed to make the requisite casespecific findings of fact closure of the courtroom violated the defendants right to a public trial

assistant: The best answer is E. holding that carter mandates that where the trial court failed to make the requisite casespecific findings of fact closure of the courtroom violated the defendants right to a public trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: There is no material action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the additional listing of the Shares on the Exchange.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you are using the services on behalf of a business or some other entity , you affirm that you are authorized to grant all licenses set forth in these terms and to agree to these terms on behalf of the business or entity .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: parents of children under the age of 18 can consult the ios or google play settings for their app to restrict in-app purchases , but should also monitor their children 's accounts for unexpected activity , including the purchase of virtual money or virtual goods .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will use a portion of the proceeds of the Term Loans made on the Effective Date, together with cash on hand of the Borrower, on the Effective Date for the purposes set forth in Section 3.17. The Borrower will use the remaining proceeds of the Term Loans made on the Effective Date, the Letters of Credit issued after the Effective Date and the proceeds of the Revolving Loans drawn after the Effective Date for working capital and other general corporate purposes (including Permitted Acquisitions, Permitted Investments, Restricted Payments and capital expenditures not otherwise prohibited hereunder). The Borrower will use the proceeds of (i) any Incremental Facilities for working capital or any other purpose not prohibited by this Agreement and (ii) any Credit Agreement Refinancing Indebtedness, applied among the Loans and any Incremental Facilities in accordance with the terms of this Agreement.

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: countries.” (Pet.’s Mem. at 8.) Petitioner cites Greschler v. Greschler, in which the New York State Court of Appeals held that a divorce decree rendered by a foreign court was valid. Greschler v. Greschler, 51 N.Y.2d 368, 434 N.Y.S.2d 194, 414 N.E.2d 694 (1980). However, Greschler is inappo-site, because the divorce at issue was carried out abroad, rather than in a foreign consulate within New York State. Recognition of a foreign court’s judgment with regard to a divorce that takes place in a foreign country is based on the principle of international comity. This principle of international comity does not apply to matrimonial actions that take place within the territory of the United States. Shikoh v. Murff, 257 F.2d at 309. See also Matter of Hassan, 16 I. & N. Dec. 16 (BIA 1976) (<HOLDING>); Jung v. Novaya, 47 N.Y.S.2d 48, 49 Options: A. holding that a divorce granted at a foreign consulate in new york was not valid for immigration purposes because it did not comply with new york law B. holding that contract signed in new york by promisor from florida and partially performed in florida was governed by new york law because it was executed in new york C. holding that for purposes of longarm jurisdiction because plaintiff was employed in new york the original event causing his injury occurred in new york D. holding that new york law applies to this matter E. holding jurisdiction over nonresident defendant existed where note was payable in new york contained new york choice of law clause and proceeds were used to finance new york limited partnership

assistant: The best answer is A. holding that a divorce granted at a foreign consulate in new york was not valid for immigration purposes because it did not comply with new york law