flwrlabs/fed-legal huggingface dataset:
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: it hotly contests) does not automatically equate to a violation of due process. See Spielman v. Hildebrand, 873 F.2d 1377, 1385 (10th Cir.1989). Seay cites no authority for the proposition that due process required the Board to wait until it received a written and signed complaint about him before it could investigate whether he had violated the Dental Act. He analogizes the requirement of a complaint to a pre-termination hearing in the employment context. The Board’s issuance of a statement of complaint, however, notifying Seay of the charges against him, coupled with the right to a hearing provided before discipline was imposed, plainly served the purpose of notice and a predeprivation hearing. See Rules & Regs. § 195:3-l-4(b); cf. Keney v. Derby-shire, 718 F.2d 352 (10th Cir.1983) (<HOLDING>). We conclude that the alleged lack of a Options: A. holding physician not entitled to hearing prior to termination in a medicare program under eldridge B. recognizing physician assistant as agent of the supervising physician C. holding physician in action based on illegal cavity search to standard of a reasonable physician D. holding similar new mexico physician license revocation procedures satisfied due process notwithstanding absence of a probable cause hearing prior to institution of proceedings against physician E. holding physician entitled to recover attorneys fees actually paid by malpractice insurer because physician was personally liable in the first instance

assistant: The best answer is D. holding similar new mexico physician license revocation procedures satisfied due process notwithstanding absence of a probable cause hearing prior to institution of proceedings against physician
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Broward County, Florida or in the federal courts located in the State of Florida. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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: The written reports, financial statements, certificates and other written information (other than projections, budgets, forecasts, estimates and other forward looking information or information of a general economic or industry specific nature) furnished with respect to any Group Company by or on behalf of any Loan Party or by their respective representatives to the Administrative Agent or any Lender in connection with the transactions contemplated hereby or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), when taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not materially misleading, in each case in light of the circumstances under which they were made; provided that, with respect to projected financial information and other forward-looking statements, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made (it being understood and agreed that projections as to future events are not to be viewed as facts or guaranties of future performance and are subject to uncertainties or contingencies, many of which are beyond the control of the Group Companies, that the Borrower makes no representation that such projections will be realized, and that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: other acts evidence to show “knowledge” or lack of “knowledge” was limited. The potential of the proffered other acts evidence for unfair prejudice, confusion of the issues, misleading the jury, and considerations of undue delay substantially outweighed the probative value of the preferred evidence. Had the evidence been admitted, there would have been mini-trials about Dr. Callahan’s prior surgeries on Haar, Uhing, Nohr, and Meng. Despite these cases being defended by the same law firm, Dr. Callahan’s counsel stated that they were not prepared for such mini-trials. Such mini-trials would risk dis tracting the jury with competing evidence on allegations by other patients against Dr. Callahan. In addition, admission of the other acts evidence could have opened the door App.2002) (<HOLDING>); Persichini v. William Beaumont Hosp., 238 Options: A. holding that plaintiffs claim that medical providers did not comply with baker act was not subject to medical malpractice statutes ajlthough a medical diagnosis is necessary in order to involuntarily commit a patient the process of complying with the statute does not require medical skill or judgment B. holding that the proper standard of proof is preponderance of the evidence C. holding that evidence of prior similar acts was not proof of medical malpractice or whether the doctor lacked the proper degree of knowledge or skill D. holding that parents claims of outrage and negligent handling of a body were not subject to the medical malpractice statutes because hospital personnel did not engage in any medical skill or judgment in the disposition of the childs remains E. holding that the trial court did not err in disallowing evidence of alleged previous act of medical malpractice against defendant noting that the general rule in a suit for negligence is that evidence of similar acts or omissions on other and different occasions is not admissible

assistant: The best answer is C. holding that evidence of prior similar acts was not proof of medical malpractice or whether the doctor lacked the proper degree of knowledge or skill
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 may amend, modify, suspend or terminate the Plan, in whole or in part, at any time, including the adoption of amendments deemed necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in the Plan or in any Award granted hereunder. The Committee reserves the right at any time to modify, suspend or terminate the Plan or any Performance Goals, Payout Formulas or Target Awards hereunder. At no time before the actual distribution of funds to Participants under the Plan shall any Participant accrue any vested interest or right whatsoever under the Plan except as otherwise stated in this Plan.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as the argument still could have been tested in that § 2255 proceeding. Second, we address Mr. Abernathy’s contention that denying him access to § 2241 would effect a violation of the Suspension Clause. Mr. Abernathy did not raise this Suspension Clause argument before the district court, nor does he ask for plain-error review on appeal. In many instances, this would foreclose our consideration of the argument. But, for reasons that we explain below, we give Mr. Abernathy the benefit of plain-error' review. After concluding that Mr. Abernathy’s Suspension Clause argument fails under plain-error review, we determine that he is foreclosed from bringing his § 2241 petition. A Before addressing Mr. Abernathy’s arguments, a brief review of § 2255 and our decision (10th Cir.1996) (<HOLDING>). Following AEDPA’s enactment, federal Options: A. recognizing that in behrens v pelletier 516 us 299 116 sct 834 133 led2d 773 1996 the supreme court held that a defendant may appeal both the district courts denial of a motion to dismiss on the basis of qualified immunity and a subsequent denial of summary judgment on the basis of such immunity B. holding that the supreme courts interpretation of 18 usc 924c1 in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 has retroactive application to cases on collateral review C. holding that the supreme courts decision in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 effected a material change in the law because the circuit previously held that accessability of a firearm was enough to support an inference that a firearm was used in a drug crime whereas bailey required active employment of the firearm D. holding that united states v gaudin 515 us 506 115 sct 2310 132 led2d 444 1995 which shifted the determination of materiality in a prosecution under 18 usc 1001 from the judge to the jury was not a watershed rule justifying retroactive collateral review under teague E. holding that the supreme courts decision in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 effected a material change in the law because the circuit previously held that accessibility of a firearm was enough to support an inference that a firearm was used in a drug crime whereas bailey required active employment of the firearm

assistant: The best answer is B. holding that the supreme courts interpretation of 18 usc 924c1 in bailey v united states 516 us 137 116 sct 501 133 led2d 472 1995 has retroactive application to cases on collateral review
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 defendant’s conduct, however, is subject to de novo review. United States v. Moreno, 947 F.2d 7, 10 (1st Cir.1991). Cogswell alleges that the letter did not constitute an obstruction of justice because it was written after Lewis had already testified at trial and the trial had concluded. He also argues that the letter was not an attempt to influence Lewis because it was not directed at Lewis, Lewis never received it, and Cogswell had no reason to believe that Holmes would relay the threat to Lewis. Cogswell’s first contention lacks merit. It is irrelevant that, at the time Cogswell made the threat, the trial had already concluded, because sentencing was still pending and obstruct conclusion in Brooks notwithstanding, there is nothing in the text of the guidel 6 (2d Cir.1990) (<HOLDING>). Like the Tenth Circuit, we find this Options: A. holding that the district court should have quashed an indictment without requiring the target to show prejudice because the district attorney improperly exercised control over the selection and excusal of grand jurors and the defendant brought this to the attention of the district court before trial B. holding that a note to a third party where the defendant never requested that the message be conveyed to the intended target was an attempt to keep the target from cooperating with the government and justified application of 3c11 C. holding that application note 6 is not mandatory D. holding that where a third partys conduct is closely related to the contractual relationship or the contractual dispute and where the third party enjoys financial benefit from the contract the forum selection clause applies to the third party E. holding defendant assumed risk that third party would consent to search of storage locker where defendant instructed third party to rent locker under third partys name and allowed third party to keep possession of lease papers and to occasionally retain the keys

assistant: The best answer is B. holding that a note to a third party where the defendant never requested that the message be conveyed to the intended target was an attempt to keep the target from cooperating with the government and justified application of 3c11
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: Immigration Appeals’ (“BIA”) order summarily affirming an immigration judge’s (“IJ”) decision denying their application for asylum, withholding of removal and relief under the Convention Against Torture. We have jurisdiction pursuant to 8 U.S.C. § 1252. We review for substantial evidence. Lolong v. Gonzales, 484 F.3d 1173, 1178 (9th Cir.2007). We grant the petition for review and we remand. Because there is no evidence that the BIA reviewed the petitioners’ asylum and withholding claim, as requested by petitioners in their brief to the BIA, pursuant to the disfavored group analysis set forth in Sael v. Ashcroft, 386 F.3d 922 (9th Cir.2004), we remand to the agency to determine Sael’s application in this case. See INS v. Ventura, 537 U.S. 12, 16-17, 123 S.Ct. 353, 154 L.Ed.2d 272 (2002) (<HOLDING>). We also remand for consideration of pattern Options: A. holding that this court must remand to the bia to allow it to address in the first instance an issue that it has not yet considered B. holding deference to agency methodology appropriate unless agency failed to address an essential factor C. holding that this court has discretion to either address or remand arguments presented to it in the first instance provided it otherwise has jurisdiction over the claim D. holding that when an agency has not reached an issue the proper course is to remand to the agency in the first instance to address E. holding that a court of appeals should remand a case to an agency for decision of a matter that statutes place primarily in agency hands

assistant: The best answer is D. holding that when an agency has not reached an issue the proper course is to remand to the agency in the first instance to address
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 execution and delivery by Buyer of this Agreement, Buyer’s performance hereunder, and the consummation of the transactions contemplated hereby do not require any Consent under any Contract to which Buyer is a party or by which Buyer’s assets are bound or any Governmental Approval, except where the failure to obtain any such Governmental Approval would not, individually or in the aggregate, prohibit, restrict or delay, in any material respect, the performance by Buyer of Buyer’s obligations under this Agreement or the consummation of the transactions contemplated hereby.

assistant: Consents
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: delays clause, by contrast, covers delays that will not typically arise during the performance of the contract, such as “acts of God, or of the public enemy, acts of Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather.” 10 C.F.R. § 961.11 Art. IX.A. Maine Yankee and Northern States Power II therefore present no obstacle to defendant’s invocation of the unavoidable delays clause as a defense to plaintiffs request for damages. IV. Conclusion For the reasons set forth above, defendant’s Motion for Leave to File Amended Answer and Affirmative Defense is granted in part and denied in part. Defendant is hereby ordered to file a revised amend 1343, 1348 (Fed.Cir.2006) (<HOLDING>). 4 . In Southern Nuclear, the Federal Circuit Options: A. holding that causes of actions against directors of corporations for breach of fiduciary duty are contract actions B. holding that court of claims has jurisdiction over actions for breach of standard contract C. holding that a cause of action for breach of contract accrues at the time of the breach D. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract E. holding that the court had no jurisdiction over an alleged breach of a plea agreement

assistant: The best answer is B. holding that court of claims has jurisdiction over actions for breach of standard contract
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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: discussed above, the Commonwealth has a substantial interest in ensuring that the marriage relationship is regulated for the protection of the interests of the public, the spouses, and their children. See Goodridge, 440 Mass. at 342-43 (stating that “[eliminating civil marriage would be wholly inconsistent with the Legislature’s deep commitment to fostering stable families and would dismantle a vital organizing principle of our society”). IRREPARABLE HARM Although the court sympathizes with the plaintiffs, they have failed to show that the defendants acted unlawfully, so it is unnecessary to address the question of irreparable harm. Wilson v. Commissioner of Transitional Assistance, 441 Mass. 846, 858-59 (2004), citing Healey v. Commissioner of Public Welfare, 414 Mass. 18, 28 (1992) (<HOLDING>); Packaging Industries Group, Inc., 380 Mass. Options: A. holding that inevitable harm of limiting public resources does not trump lawful department action B. holding that any member of the general public can initiate an action to raise issues involving the public trust in air water or other natural resources of the state C. holding public interest does not favor granting an injunction where government action allegedly in violation of nepa might actually jeopardize natural resources D. holding that a search incident to a lawful arrest does not violate the fourth amendment E. holding that a state department of transportation employee was subject to patronage dismissal where his duties included serving as a liaison between the director of the department and the general public and other government officials including representing the department at meetings and conferences

assistant: The best answer is A. holding that inevitable harm of limiting public resources does not trump lawful department action
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 continuance for the purpose, inter alia, of deposing witnesses. Defense counsel also filed a motion to suppress identification testimony, indicating some knowledge of what one or more of the state’s witnesses would say. In addition, Forest has not offered either the District Court or this Court any specifics as to what information his counsel failed to discover from the state’s witnesses, see Schone v. Purkett, 15 F.3d 785, 789-90 (8th Cir.1994) (stating that prisoner, to demonstrate Strickland prejudice, must point to arguments or evidence counsel could have discovered that would have affected decision to plead guilty), nor has he explained how this information would have aided him in resisting the state’s charges, see Iron Wing v. United States, 34 F.3d 662, 665 (8th Cir.1994) (<HOLDING>). We therefore conclude that Forest has failed Options: A. holding that to demonstrate deficient performance a petitioner must show counsel made errors so serious that counsel was not functioning as the counsel guaranteed a defendant by the sixth amendment B. holding that right to appeal claim of ineffective assistance of counsel alleging that counsel failed to convey plea negotiations timely and adequately inform of consequences of pleading guilty to jury for sentencing waived because plea of guilty to jury was independent of and not supported by alleged ineffective assistance of counsel claims C. holding that counsels motion was not sufficient where counsel alleged only that counsel and appellants positions had become adverse D. holding that at resentencing the district court was entitled to assume that the waiver was still in effect and was not required to again advise defendant of his right to counsel where defendant had waived counsel at the plea stage E. holding that even if counsel had performed as petitioner alleged counsel should have governments case was still as strong and guilty plea was prudent course

assistant: The best answer is E. holding that even if counsel had performed as petitioner alleged counsel should have governments case was still as strong and guilty plea was prudent course
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 Financial Institution agrees to reimburse and indemnify the Agent and its officers, directors, employees, representatives and agents ratably based on the ratio of each such indemnifying Financial Institution’s Commitment to the aggregate Commitment, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Agent, acting in its capacity as Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Agent, in its capacity as Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

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: concerns, the only question under the FFDCA is whether the intended use of the product is to prevent disease, not whether the product actually prevents disease. See United States v. Article . . . Consisting of 216 Cartoned Bottles, 409 F.2d 734, 739 (2d Cir.1969) (“Regardless of the actual physical effect of a product, it will be deemed a drug for purposes of the Act where the labeling and promotional claims show intended uses that bring it within the drug definition.”) (footnote omitted); Finished Devices, 714 F.Supp. at 1165 (“[Wjhether a product is a device turns solely on the product’s intended use.”). Accordingly, this court has applied the FFDCA to instruments that do not actually prevent disease. See Church of Scientology of Cal. v. Richardson, 437 F.2d 214, 217 (9th Cir.1971) (<HOLDING>); Drown v. United States, 198 F.2d 999, Options: A. holding that the physician who included the cost of an intrauterine contraceptive device in the fee for his insertion of the device was a seller under the uniform commercial code B. holding that no proximate causation existed where a treating physician is well aware of the risks of a medical device independent of any warning by the manufacturer C. holding that the government is immune from liability for its choice of traffic protection devices D. holding that where evidence shows that federal funds were expended for installation for warning devices or signs at railroad crossing state law claims based on adequacy of those warning devices are preempted by the federal railroad safety act E. holding that a scientology emeter was a device even though the plaintiff admitted that the devices are ineffective for any medical therapeutic purpose

assistant: The best answer is E. holding that a scientology emeter was a device even though the plaintiff admitted that the devices are ineffective for any medical therapeutic purpose
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: minimize liability. Indeed, defense counsel would be remiss not to demand that the plaintiff waive statutory attorney’s fees. A lawyer who proposes to have his client pay more than is necessary to end litigation has failed to fulfill his fundamental duty zealously to represent the best interests of his client. Because waiver of fees does not affect the plaintiff, a settlement offer is not made less attractive to the plaintiff if it includes a demand that statutory fees be waived. Thus, in the future, we must expect settlement offers routinely to contain demands for waivers of statutory fees. The cumulative effect this practice will have on the civil rights bar is evident. It does not denigrate the high ideals that motivate many civil rights practitione Co., 338 U. S. 263, 266 (1949) (<HOLDING>); Wilko v. Swan, 346 U. S. 427, 434-438 (1953) Options: A. recognizing that 1404a allows for the transfer of federal employers liability act suits B. holding right to liquidated damages under fair labor standards act nonwaivable C. holding that there was no federal subject matter jurisdiction under the private cause of action provision of the act D. holding venue provision of federal employers liability act nonwaivable E. holding that if a modification petition is filed in a county where venue is appropriate it is improper to transfer the venue to another county merely because venue also would have been proper in the other county however once an enforcement proceeding is undertaken in an appropriate venue venue is improper in a different county over a subsequently filed petition to modify the decree which was the subject of the enforcement proceedings

assistant: The best answer is D. holding venue provision of federal employers liability act nonwaivable
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 any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart to this Agreement by facsimile or PDF shall be effective as delivery of a manually executed counterpart of this Agreement and each party hereto shall be entitled to rely on a facsimile signature of each other party hereto as if it were an original.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is liable for any of the harm, as an “arranger.” A. Apportionment of Liability 1. Standard of Review and Burden of Proof Because we have not heretofore faced a CERCLA apportionment issue directly, there is no Ninth Circuit precedent concerning the standard of appellate review for such an issue. Three circuits have addressed the question, and two separate approaches have emerged. The Fifth and Eighth Circuits look first to whether there is a reasonable basis for apportioning the harm, an inquiry they consider a question of law reviewed de novo. See Hercules, 247 F.3d at 718-19; Bell Petroleum, 3 F.3d at 896, 902. These two circuits then examine, as a question of fact reviewed under the clearly erroneous standard, precisely how damages are to be divided. See Hercules, 247 F.3d at 718 (<HOLDING>); Bell Petroleum, 3 F.3d at 896 (same). In Options: A. holding that estoppel was a question of fact B. holding it is a question of fact C. holding that apportionment of cercla liability is a matter of federal common law D. holding that actual apportionment of damages is a question of fact E. holding that generally the question of waiver and estoppel is a question of fact

assistant: The best answer is D. holding that actual apportionment of damages is a question of fact
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 for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents and the Liens permitted to exist on such Grantor’s Collateral under the Loan Documents, such Grantor owns each item of Collateral material to its business, in all material respects, granted by it free and clear of any Liens. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to the Loan Documents or in respect of Liens that are permitted by the Loan Documents or for which termination statements or releases authorized by the appropriate parties will be filed on or after the Closing Date or with respect to releases of Liens in Intellectual Property recorded in the PTO or United States Copyright Office, delivered to the Collateral Agent for filing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The Members agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to the satisfaction of the conditions set forth in Section 7 below and in reliance upon the representations and warranties set forth in Section 6 below, Administrative Agent and the Lenders hereby consent to the disbursement of One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00) from the Acquisition Loan to Borrowers, to be used by New Borrower to acquire that certain skilled nursing facility located at 100 Park Place, Selma, Alabama 36701, known as “Park Place Nursing & Rehabilitation Center” and defined herein as the Selma Acquisition.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: strategic purposes. The courts were justifiably cautious in observing the potential preclusive effect of such weak class actions. Coleman v. Gen. Motors Acceptance Corp., No. 39-0211, 220 F.R.D. 64,-, 2004 WL 187332, at *18 (M.D.Tenn. Jan. 14, 2004). In contrast, in this case the court is satisfied that the interests of the named plaintiffs are aligned with the interests of the absent class members. Although the named plai ndem. Ins. Co., 319 F.3d 205, 211 (5th Cir.2003) (observing that “[fjraud actions that require proof of individual reliance cannot be certified as Fed.R.Civ.P. 23(b)(3) class actions”; holding the district court committed reversible error by certifying a class in a RICO fraud action); Broussard v. Meineke Discount Muffler Shops, Inc., 155 F.3d 331, 342 (4th Cir.1998) (<HOLDING>); Baum v. Great W. Cities, Inc., 703 F.2d 1197, Options: A. holding damages do not constitute other equitable relief B. holding professional rules do not provide basis for civil liability C. holding that the equal protection and due process clauses of the fifth and fourteenth amendments do not provide a sufficient basis for jurisdiction because they do not mandate payment of money by the government D. holding fraud claims do not provide a suitable basis for classwide relief E. holding that claims not properly raised on direct appeal will not be considered as a basis for collateral relief

assistant: The best answer is D. holding fraud claims do not provide a suitable basis for classwide relief
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 execution, delivery and performance of the Transaction Documents by the Company and any of its Subsidiaries parties to any of the Transaction Documents and the consummation by the Company and any of its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes) will not (i) result in a violation of the Company’s Articles of Incorporation, as amended and as in effect on the date hereof (the “ Articles of Incorporation ”), or the Company’s Bylaws, as amended and as in effect on the date hereof (the “ Bylaws ”), any memorandum of association, certificate of incorporation, certificate of formation, bylaws, any certificate of designations or other constituent documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company or any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including other foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “ Principal Market ”) and including all applicable laws of the State of Nevada, the State of Ohio, the State of Delaware and any foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Nothing in the Notes or any other Transaction Document violate any applicable usury laws and the original issue discount, together with any other interest or amounts payable under the Notes and each other Transaction Documents, collectively, do not exceed the maximum rate permitted by applicable law.

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 legal provision and list the applicable contract clause categories. Provision: All representations and warranties of the Guarantors made in connection with this Guaranty shall survive, and shall not be waived by, the execution and delivery of this Guaranty, any investigation by or knowledge of the Administrative Agent and the Lenders, or any of them, any extension of credit, or any other event or circumstance whatsoever.

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 legal provision and list the applicable contract clause categories. Provision: Unless this Agreement shall have been terminated pursuant to Section 9.01 , and subject to the satisfaction or waiver of the conditions set forth in ARTICLE VIII , the closing of the Merger and the other transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112 at 10:00 a.m. on a date within five (5) Business Days immediately following the date on which all of the conditions set forth in ARTICLE VIII are satisfied or waived (other than those conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions) or such other date or time as may be mutually agreed in writing by Parent and the Company (the date on which the Closing actually occurs is the “ Closing Date ”).

assistant: Closings
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 U.S. Supreme Court case excerpt and classify it into the correct legal issue area. Excerpt: 498 U.S. 38 111 S.Ct. 449 112 L.Ed.2d 338 Michael Owen PERRY, petitionerv.LOUISIANA. No. 89-5120. Supreme Court of the United States November 13, 1990 Rehearing Denied Jan. 22, 1991. See 498 U.S. 1075, 111 S.Ct. 804. On Writ of Certiorari to the 19th Judicial District Court of Louisiana. PER CURIAM. 1 The judgment is vacated and the case is remanded to the 19th Judicial District Court of Louisiana for further consideration in light of Washington v. Harper, 494 U.S. 210, 110 S.Ct. 1028, 108 L.Ed.2d 178 (1990). 2 It is so ordered. 3 Justice SOUTER took no part in the consideration or decision of this case.

assistant: 4
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: effectively prevented him from meaningfully engaging with counsel because he feared he would be stunned if he moved. Powell claims that the drugs and stun belt affected the penalty phase of the trial, as at least two jurors stated in affidavits that they believed Powell had a “hard,” “expressionless,” “arrogant,” “remorseless,” and “cold” appearance during his trial. H.A. at 2784-86. The Supreme Court of Virginia found these claims procedurally defaulted during state habeas proceedings and rejected Powell’s contention that ineffective assistance of counsel excused the default. Powell, 2005 WL 2980756, at *13. That court noted first that there is no evidence that any juror saw Powell wearing the stun belt. Id. Cf. Deck v. Missouri, 544 U.S. 622, 125 S.Ct. 2007, 161 L.Ed.2d 953 (2005) (<HOLDING>) (emphasis added). Nor, the court observed, did Options: A. holding that given their prejudicial effect due process does not permit the use of visible restraints if the trial court has not taken account of the circumstances of the particular case B. holding that the denial of due process in a particular case is subject to harmless error analysis C. holding that due process requires a hearing appropriate to the nature of the case D. holding that doctrine does not violate due process E. holding defendant failed to rebut statutory presumption where evidence was not particular to the facts and circumstances of the case

assistant: The best answer is A. holding that given their prejudicial effect due process does not permit the use of visible restraints if the trial court has not taken account of the circumstances of the particular case
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: harm became inevitable. Arguably, after the June suspension notice, Wright’s payment strategy was merely reckless. However, the same may not be said concerning the August suspension and notice, and certainly may not be said concerning the November suspension. By his willful failure to pay, Wright on each occasion caused his employees to be effectively without insurance and courted the spectre of termination. Wright’s actions not only were deliberate and intentional, they were knowingly wrongful, done without just cause or excuse, and substantially certain to cause harm. See Stelluti 94 F.3d at 87. Even absent personal hatred, spite, or ill-will towards Baldwin employees, Wright’s acts were both willful and malicious. Id.; Cf. In re Ussery, 179 B.R. 737, 739-40 (Bankr. S.D.Ga.1995) (<HOLDING>). Like the appellant in Stelluti, though Options: A. holding that legal injury occurred for purposes of negligence action against insurance agent when insurance company rejected the claim B. holding that notice and a hearing were required before the commissioner of insurance could require an insurance company to change its definition of at fault in order to secure approval of an increase in insurance rates C. holding failure to carry auto insurance required by state law inflicted willful and malicious injury D. holding that the plaintiffs state law claims are preempted by federal law E. holding that failure to report a change in federal taxable income as required by state law excepted state tax liability from discharge

assistant: The best answer is C. holding failure to carry auto insurance required by state law inflicted willful and malicious injury
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Executive shall be entitled to two weeks of paid vacation per calendar year (prorated for partial years) in accordance with the Parent’s vacation policies, as in effect from time to time. The Executive shall receive other paid time-off in accordance with the Parent’s policies for executive officers of the Parent or its subsidiaries, as such policies may exist from time to time.

assistant: Vacations
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 exception here. Like those relationships traditionally qualifying for the exception, the relationship of a participant and eligible dependent is born of and encompassed within contract, namely the Plan documents. See Nationwide Mut. Fire Ins. Co., 571 F.3d at 310-11 (“[P]rivity has traditionally been understood as referring to the existence of a substantive legal relationship, such as by contract, from which it was deemed appropriate to bind one of the contracting parties to the results of the other party’s participation in litigation.” (emphasis added)). Moreover, McLaughlin and J.J.M. are indeed “accountable” to each other, Pelt, 539 F.3d at 1290, through the explicit terms of the benefits plan, which permit deduction from either for any funds owed to the Plan. See App. 37a (<HOLDING>). Their relationship here is thus distinct from Options: A. holding that although the plan cannot discharge the debt the claimant may otherwise subject the debt to the provisions of a confirmed plan B. holding that erisa employee benefits plan was subrogated to all claims by covered individual against third party for all payments made by the plan C. recognizing that the plan may deduct amounts owed by a participant from future benefits to which the covered person or an immediate covered family member may otherwise be entitled until the amount due the plan has been satisfied emphasis added D. holding that plan administrator of an erisa health plan did not have to anticipate the confusion of a plan participant E. holding that making intentional representations about the future of plan benefits may be an act of plan administration

assistant: The best answer is C. recognizing that the plan may deduct amounts owed by a participant from future benefits to which the covered person or an immediate covered family member may otherwise be entitled until the amount due the plan has been satisfied emphasis added