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: a hearing on the motion. After hearing arguments, the trial court orally announced it would deny the motion. The trial court did not sign a written order; thus, the motion was subsequently overruled by operation of law. See Tex.R. Civ. P.. 329b(c). Analysis We review a trial court’s ruling on a motion for new trial for abuse of discretion. Director, State Employees Workers’ Comp. Div. v. Evans, 889 S.W.2d 266, 268 (Tex.1994). When moving for new trial to set aside a default judgment rendered upon failure to appear for trial, a defendant must (1) prove his failure to appear was not intentional or the result of conscious indifference, but was due to mistake or accident, (2) set up a meritorious defense, and (3) show that a new trial wou nc., 186 S.W.3d 571, 574 (Tex.2006) (per curiam) (<HOLDING>). Next, appellant argues the judgment should be Options: A. recognizing that a default judgment based on improper service is void B. recognizing default judgment must generally be set aside without further showing if defendant never received service of process C. holding that the trial court was without authority to set aside entry of default on motion to set aside default judgment D. recognizing that a trial court can set aside verdict E. holding that court cannot consistent with due process set aside judgment of dismissal and render a personal judgment against defendant without notice

assistant: The best answer is B. recognizing default judgment must generally be set aside without further showing if defendant never received service of process
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: 11. The end or termination of this Agreement shall not relieve the receiving Party of complying with the obligations imposed by paragraph 4 thereof with respect to the use and protection of the Proprietary Information received prior to the date of termination or end of this Agreement. Such obligations shall continue for the period applicable as set forth in said paragraph.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers, or the Required Lenders may remove the Administrative Agent upon five (5) Business Day’s prior written notice to each Lender and the Borrowers (and in the case of such removal, to the Administrative Agent). Upon receipt of any such notice of resignation or in the event of such a removal, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a financial institution with an office in the United States, a Lender or an Affiliate of any such financial institution or Lender with an office in the United States. If, in the event of the Administrative Agent’s resignation, no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date ”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that , in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

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: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s) may be entered in any state or federal court in Tarrant County, Texas. All Parties expressly waive their right to a jury trial for any such claim.

assistant: Arbitration
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 agreements, representations and warranties of the Seller contained in Sections 2.07, 3.01, and 3.02, shall survive the Closing for one year and any right to assert a claim of breach thereunder shall thereafter terminate. The Agreements in Section 5.05 shall survive the Closing indefinitely. All other terms, covenants, agreements, representations and warranties made by the Seller pursuant to this Agreement shall terminate with the Closing and shall not be deemed to have merged in any of the Transaction Documents delivered at the Closing.

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: The Company possesses the legal right and capacity to execute, deliver and perform this Agreement. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company’s certificate of incorporation or bylaws. The Company has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement and the issuance of the Shares, and the Company has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance or similar laws affecting or relating to the enforcement of creditors’ rights generally, and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

assistant: Authorizations
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 by the Parties in any number of counterparts, which, taken together, shall constitute one and the same legal binding instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the availability of the MD-2 variety to the public does not undermine Del Monte’s Lanham Act claim. Although the Eleventh Circuit has not addressed this issue, the former Fifth Circuit has held that an unpatented article of commerce is subject to Lanham Act protectio s., Inc., 7 F.3d 1434, 1437 (9th Cir.1993) (stating that, even though plaintiffs unpatented lathes were in public domain, a defendant may be guilty of reverse palming off by modifying plaintiffs product for sale and labeling it with defendant’s name); Roho, Inc. v. Marquis, 902 F.2d 356, 360 (5th Cir.1990) (entertaining reverse palming off claim where defendant copied plaintiffs unpat-ented mattress but ruling for defendant on merits); c.f. Hypertherm, Inc. v. Precision Products, Inc., 832 F.2d 697, 700-01 (1st Cir.1987) (<HOLDING>); G.D. Searle & Co. v. Hudson Pharm. Corp., 715 Options: A. holding that defendant who had copied plaintiffs swath was not liable for reverse palming off where it represented to public that its swaths were interchangeable with those of plaintiff B. recognizing that the fact that a substantial portion of the infringing work was copied verbatim is evidence of the qualitative value of the copied material C. holding that defendant who had copied plaintiffs perfume formula had a right to market it under defendants name because it identified to public plaintiffs product as competition D. holding that the third factor disfavored fair use because the defendant copied a qualitatively substantial portion of the original work even though the defendants copied only approximately 300 words out of the 200000 words in the plaintiffs work E. holding that plaintiff had established reverse palming off claim against defendant who modified plaintiffs seeds after obtaining them in open corn field

assistant: The best answer is A. holding that defendant who had copied plaintiffs swath was not liable for reverse palming off where it represented to public that its swaths were interchangeable with those of plaintiff
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: complaint was filed after the 180-day statutory period had expired, the district court had no jurisdiction to consider her MHRA claims. Hill strenuously argues that equitable estoppel should apply because someone working for the EEOC misinformed her, leading her to file her complaint too late for purposes of the MHRA. Because the Missouri courts have held that the 180-day filing deadline is jurisdictional, however, the doctrine of equitable estoppel is inapplicable. Hill’s citation to numerous cases applying equitable estoppel and waiver in the ADEA and Title YII contexts is unhelpful, because unlike the MHRA, the filing deadlines for those federal statutes are not jurisdictional. Zipes v. Trans World Airlines, Inc., 455 U.S. 385, 392-93, 102 S.Ct. 1127, 1131-32, 71 L.Ed.2d 234 (1982) (<HOLDING>); Anderson v. Unisys Corp., 47 F.3d 302, 305-06 Options: A. holding that the filing deadline under title vii is not a jurisdictional prerequisite to suit in federal court but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling B. holding title vii subject to equitable tolling C. holding that the ninetyday filing requirement is not a jurisdictional prerequisite and is subject to equitable tolling D. holding that the timely filing of a discrimination charge with the eeoc is not a jurisdictional prerequisite but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling E. holding that the timely filing of a discrimination charge with the equal employment opportunity commission is a requirement like a statute of limitations that is subject to waiver estoppel and equitable tolling

assistant: The best answer is A. holding that the filing deadline under title vii is not a jurisdictional prerequisite to suit in federal court but a requirement that like a statute of limitations is subject to waiver estoppel and equitable tolling
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 signed in counterparts, each of which will be deemed an original and all of which will together constitute one agreement. Delivery of an executed signature page to this Agreement by a Party by electronic transmission, including fax or email, will be as effective as delivery of a manually executed copy of the Agreement by such Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Partnership must maintain books and records required by law at its principal office, and Limited Partner may inspect, examine and copy such books and records for any purpose reasonably related to Limited Partner’s interest as a Limited Partner at reasonable times and upon reasonable notice. Limited Partner waives, and covenants not to assert, any claim or entitlement whatsoever to gain access to any information relating to any other Limited Partner (including without limitation, any Supplemental Agreement entered with other Limited Partners and the allocations and distributions to any other Limited Partner). Subject to such reasonable standards (including standards governing what information and documents are to be furnished, at what time and location and at whose expense) as may be established by the General Partner, upon a written request that sets forth the purpose of such request, the Partnership will deliver to Limited Partner a copy of any information which the Partnership is required by law to so provide; provided, however , that the General Partner may keep confidential from Limited Partner, for such period of time as the General Partner deems reasonable, any information that the General Partner reasonably or in good faith believes (a) to be in the nature of trade secrets, (b) the disclosure of which is not in the best interests of the Partnership or the Relevant Entities, (c) the disclosure of which could damage the Partnership, the Relevant Entities or their respective businesses, or (d) is required by law or by an agreement with a third party to be kept confidential.

assistant: Records
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 Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.

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 legal provision and list the applicable contract clause categories. Provision: Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement and all references herein contains the entire agreement and understanding of the Parties in respect to the subject matter contained herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes any and all prior written or oral agreements, understandings, and negotiations between the Parties with respect to the subject matter contained herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by Buyer, and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Buyer, and the VF1 Repurchase Agreement, and the other Program Agreements and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, pursuant to its terms and as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under no obligation to, make a similar demand on Seller and any failure by Buyer to make any such demand or to collect any payments from Seller or any release of Seller shall not relieve Guarantor of its obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of Buyer against Guarantor. For the purposes hereof “demand” shall include, but is not limited to, the commencement and continuance of any legal proceedings.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If and to the extent requested by the Company or any of its subsidiaries, Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment with the Company and its subsidiaries. In respect of the foregoing cooperation, the Company shall provide reasonable compensation to Executive and shall reimburse Executive promptly for reasonable out-of-pocket expenses (including travel costs, lodging and meals); provided that such reimbursement shall be made no later than the end of the calendar year after the year in which the expenses are incurred. This provision shall survive any termination of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: {6} This appeal is distinguishable from Gallegos. Gallegos involved a plea in magistrate court, and then a de novo appeal to the district court. Id. ¶ 1. In contrast, this case involves a plea in metropolitan court, and an on-the-record appeal to district court. Thus, the district court in this case does not sit in the same capacity as the district court in Gallegos. Instead, in an on-record appeal, the district court is the equivalent of an appellate court. Appellate courts do not typically hold evidentiary hearings to determine whether a plea is valid. Therefore, we conclude that if Defendant wanted to challenge the validity of his plea, the issue had to be presented in metropolitan court in the first instance. See State v. Andazola, 2003-NMCA-146, ¶ 25, 134 N.M. 710, 82 P.3d 77 (<HOLDING>). Because Defendant’s on-the-record appeal Options: A. holding that if the defendant fails to file a motion in the trial court to withdraw his plea he cannot attack it for the first time on appeal B. holding that a defendant who is allowed to withdraw his plea must either withdraw his plea to all charges or to none when his plea to all charges was part of an agreement with the state C. holding that claims which were not presented to the motion court cannot be raised for the first time on appeal D. holding that an issue not raised in the trial court cannot be raised for the first time on appeal E. holding that where a defendant fails to challenge his plea in district court he must establish plain error

assistant: The best answer is A. holding that if the defendant fails to file a motion in the trial court to withdraw his plea he cannot attack it for the first time on appeal
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 understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and, except as otherwise specifically provided in Section 8 hereof, each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, including, without limitation, any order of a court of competent jurisdiction requiring any Party to comply with any of its obligations hereunder; provided, however, that each Party agrees to waive any requirement for the securing or posting of a bond in connection with such remedy.

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: to impute knowledge of Delaney's complaint to Chief Majenski based on the discussion at their meeting. After all, Lieutenant Sullivan had already indicated to Owings in March of 2014 that Delaney's low rate of issuing money citations was an issue, and Delaney had just joined a shift with other officers who were notoriously recalcitrant about issuing tickets. The Chief also would have had strong incentives to have Delaney, as a leader in the .patrolmen’s union, fall in line with his enforcement objectives. 7 . The warning, coming after a meeting that Delaney agrees became contentious, is also hardly surprising in the context of a paramilitary organization, where discipline and respect for the chain of command is of unique importance. Cf. Jordan v. Carter, 428 F.3d 67, 74 (1st Cir.2005) (<HOLDING>). 8 . Delaney also makes passing references to Options: A. recognizing statutory nature of stay but concluding that court still has interest in ensuring compliance B. recognizing a heightened interest in ensuring discipline in police departments C. holding that no heightened showing is required D. recognizing the publics interest in ensuring that the ultimate awardee offers the best value to the government pursuant to the terms of the solicitation and applicable procurement regulations E. recognizing that congress has a legitimate interest in ensuring that a child who becomes an american citizen has a real relationship with a family unit and with the united states

assistant: The best answer is B. recognizing a heightened interest in ensuring discipline in police departments
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: pointed out that the statute was intended to bring only the most serious, broad-based frauds into the federal courts. See id. at 489-92. However, even taking this restrictive rule into account, the United States Supreme Court has held that even a single racketeering scheme may provide the basis for RICO liability. See HJ Inc., 492 U.S. at 236, 109 S.Ct. 2893. Similarly, while courts have stated that a single-victim scheme that rises to the level of a RICO pattern is “rare,” Sathianathan v. Smith Barney, Inc., No. 04-cv-7122, 2007 WL 576097, *3 (S.D.N.Y. Feb. 21, 2007), other district courts, as well as the Second Circuit, have held that a single-victim scheme may form a RICO pattern when the predicate acts are numerous and extensive. Jacobson v. Cooper, 882 F.2d 717, 720 (2d Cir.1989) (<HOLDING>); State Wide Photocopy, Corp. v. Tokai Fin. Options: A. holding that a nineyear scheme by two defendants to defraud a single plaintiff of various real estate holdings constituted a rico pattern B. holding that similar conduct by codefendant of grae and rybicki satisfied the elements of commercial bribery and scheme to defraud C. holding twelve acts designed to defraud only one victim on one occasion insufficient to allege pattern D. holding in a civil rico case based upon predicate acts of mail and wire fraud that the plaintiff must plead a material misrepresentation of fact that was calculated or intended to deceive persons of reasonable prudence and comprehension and that the plaintiff relied upon that material misrepresentation to establish the fraud statutes requisite scheme to defraud E. holding that the statute requires actual intent to hinder delay or defraud creditors or the trustee constructive intent to defraud does not suffice

assistant: The best answer is A. holding that a nineyear scheme by two defendants to defraud a single plaintiff of various real estate holdings constituted a rico pattern
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 required or permitted by this Agreement shall be in writing and shall be deemed sufficient (a) upon receipt, when delivered personally or by courier, (b) the next business day after sent, when sent by overnight delivery service, (c) upon delivery if given by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, or (d) three (3) business days after being deposited in the U.S. mail as certified or registered mail, return receipt requested, with postage prepaid, if in each instance such notice is addressed to the party to be notified at such Party’s address as set forth on the signature pages hereto or as subsequently modified by written notice.

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: As of the Closing Date, after giving effect to the Transaction, there are no members of the Restricted Group other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in each member of the Restricted Group that are owned by Parent or another Loan Party have been validly issued, are fully paid and non-assessable (other than for those Restricted Subsidiaries that are limited liability companies and to the extent such concepts are not applicable in the relevant jurisdiction) and are owned free and clear of all Liens except (i) those created under the Collateral Documents, (ii) any nonconsensual Lien that is permitted under Section 7.01 and (iii) if such representation is made after the Closing Date, Liens related to New Incremental Notes and Refinancing Notes (in each case, to the extent permitted to be secured in accordance with the terms of this Agreement).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by a party under this section which is not accepted and the party recovers a judgment which is greater than or equal to the amount specified in the offer of settlement, the party is entitled to interest at the annual rate of 12% on the amount recovered from the date of the offer of settlement until the amount is paid. Interest under this section is in lieu of interest computed under ss. 814.04 (4) and 815.05 (8). 2 The parties do not attempt to draw a distinction between a reasonable degree of professional certainty on the one hand, and a reasonable degree of professional probability on the other — Casimere v. Herman, 28 Wis. 2d 437, 445-446, 137 N.W.2d 73, 77 (1965), uses the phrases as apparent synonyms. See also Hennekens v. Hoerl, 160 Wis. 2d 144, 166, 465 N.W.2d 812, 821 (1991) Options: A. recognizing that the phrases can be used interchangeably B. holding that statements taken in violation of massiah can be used for impeachment purposes C. holding floor can be used as deadly weapon D. holding that rule 35a can be used to challenge sentences that are not authorized by the judgment of conviction E. recognizing that there can be compelling circumstances in which a trial court can determine that neither party prevailed in a contract case

assistant: The best answer is A. recognizing that the phrases can be used interchangeably
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party has the corporate or other applicable power and authority to (i) own its property and assets and to transact the business in which it is currently engaged and presently proposes to engage and (ii) execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary corporate or other applicable action to authorize the execution, delivery and performance by it of each of such Credit Documents.

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: The right of any holder of Registrable Securities to inclusion in any registration pursuant to Section 9(a) and (b) shall terminate on the date all such shares held by such holder may be sold by such holder under Rule 144 or a similar exemption during any 180-day period.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Relief and Retirement Fund v. Sears, 803 S.W.2d 747, 749 (Tex.App.-Dallas 1990). In Irving, the court also held that spendthrift provisions “are limited to protection of the benefits from the annuitant’s creditors and assignees.” The wife was held to be neither a creditor nor an assignee, but the owner of a community interest in the fund. Id. Not only was Coppola’s interest in his ORPA assignable, but it was in fact validly pledged to secure Beeson’s alimony by the terms of the divorce decree, and the security interest was perfected, in lieu of U.C.C. compliance, by the divorce judgment. See Tex. Bus. & Com.Code Ann. § 9.104(8) (excepting interest created by court judgment from the perfection requirements of Article 9); Goetz v. Goetz, 567 S.W.2d 892, 895 (Tex.Civ.App.-Dallas 1978) (<HOLDING>). Coppola next asserts that the ORPA is exempt Options: A. recognizing the collateral order doctrine for the first time B. holding that pursuant to the collateral order doctrine and 28 usc 1291 a state may appeal from a district court order denying it eleventh amendment immunity C. holding that a debtors right in collateral may be transferred by court order D. holding that a district court order denying anonymity to the parties is a collateral order E. recognizing collateral attack on void order

assistant: The best answer is C. holding that a debtors right in collateral may be transferred by court order
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 obligations of the Subsidiary Guarantor under this Subsidiary Guaranty shall continue in full force and effect and shall remain in operation until all of the Obligations shall have been indefeasibly paid in full or otherwise fully satisfied, and shall continue to be effective or be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of the Borrower, or otherwise, as though such payment had not been made or other satisfaction occurred. No invalidity, irregularity or unenforceability of the Obligations by reason of applicable bankruptcy laws or any other similar law, or by reason of any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Obligations, shall impair, affect, be a defense to or claim against the obligations of the Subsidiary Guarantor under this Subsidiary Guaranty.

assistant: Effectiveness
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: E.F.W. v. St. Stephen’s Indian High Sch., 264 F.3d 1297, 1304 (10th Cir.2001). As sovereign powers, federally-recognized Indian tribes possess immunity from suit in federal court. Berrey v. Asarco Inc., 439 F.3d 636, 643 (10th Cir.2006); see also 25 C.F.R. § 83.2 (describing effect of federal recognition for tribes). Tribal immunity extends to subdivisions of a tribe, and even bars suits arising from a tribe’s commercial activities. See Kiowa Tribe of Okla. v. Mfg. Techs., Inc., 523 U.S. 751, 759, 118 S.Ct. 1700, 140 L.Ed.2d 981 (1998) (“Tribes enjoy immunity from suits on contracts, whether those contracts involve governmental or commercial activities and whether they were made on or off a reservation.”); see also Allen v. Gold Country Casino, 464 F.3d 1044, 1047 (9th Cir.2006) (<HOLDING>), cert. denied., — U.S. —, 127 S.Ct. 1307, 167 Options: A. holding that an inn which was a subentity of the tribe rather than a separate corporate entity enjoyed tribal immunity B. holding that a casino that functioned as an arm of the tribe enjoyed tribal immunity C. holding that offreservation casino owned and operated by tribe was arm of the tribe and therefore was entitled to sovereign immunity D. recognizing sovereign immunity of forprofit corporation formed by a tribe to operate the tribes casino E. holding that the tribes housing authority was exempt from the adea a general statute because the tribal entity was not just a business but also functioned as an arm of tribal government by providing housing to tribe members

assistant: The best answer is B. holding that a casino that functioned as an arm of the tribe enjoyed tribal immunity
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: to the corpora tion and the plaintiff stockholder is merely “a nominal plaintiff.” Koster v. Lumbermens Mutual Casualty, 330 U.S. 518, 523, 67 S.Ct. 828, 91 L.Ed. 1067 (1947); Reilly Mortgage Group, Inc. v. Mount Vernon Savings and Loan Assoc., 568 F.Supp. 1067, 1073 (E.D.Va.1983). Even so, the complaining stockholder often names the corporation as a defendant in a derivative action, as was done here, to ensure the presence of an indispensable party in the litigation. See, e.g., Liddy v. Urbanek, 707 F.2d 1222, 1223 (11th Cir.1983); Reilly, 568 F.Supp. at 1073. Thereafter, once the corporation is properly joined in the suit, it can then be realigned as a plaintiff, if appropriate, in accordance with its true interests in the litigation. See Indianapolis, 314 U.S. at 69, 62 S.Ct. 15 (<HOLDING>) (citations omitted). The third relevant legal Options: A. holding that courts must look to the state that rendered the judgment to determine whether the courts of that state would afford the judgment preclusive effect B. recognizing that courts may look beyond the statutory text to determine legislative intent only when the statute is ambiguous C. recognizing a court must look beyond the plain language of a statute when the literal interpretation would lead to an absurd result D. recognizing that federal courts must look beyond the pleadings and arrange the parties according to their sides in the dispute E. holding that in construing statute courts must first look to its plain language

assistant: The best answer is D. recognizing that federal courts must look beyond the pleadings and arrange the parties according to their sides in the dispute
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 furnished affidavits from several large-volume purchasers who oppose class certification. Assuming, as we must, that the allegations in the Plaintiffs’ Complaint are true, the fact that an illegally controlled potash market tends to favor the long-term interests of several large members of the putative class is not sufficient to prevent class certification. This is not an interest the law is willing to protect. See 3B Moore’s Federal Practice ¶ 23.06-2 at 23-182 (2d ed. 1993 & Supp. 1994) (a court is not authorized to dismiss a class action based upon a substantial legal claim merely because some members of the class prefer to leave the violation of their rights unremedied) (citing cases); White v. Local 942, Laborers’ Int’l Union of N. Am., 90 F.R.D. 368, 372 (D.Ala.1981) (<HOLDING>). Moreover, those large-volume purchasers who Options: A. holding that a class plaintiff who seeks to assert statutory rights to protect a class of which he is a member is not asserting rights antagonistic to any members of that class B. recognizing a narrow class of cases in which the termination of the class representatives claim for relief does not moot the claims of the class members C. holding that it is error to certify class when named class representatives are not members of the class they purport to represent D. holding that entry of settlement decree without notice to putative class members violated the due process rights of the class members E. holding that putative class members are not parties to an action prior to class certification

assistant: The best answer is A. holding that a class plaintiff who seeks to assert statutory rights to protect a class of which he is a member is not asserting rights antagonistic to any members of that class
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 Debtor shall, at the request of the Secured Party, furnish the Secured Party, as often as the Secured Party shall reasonably request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in form and substance acceptable to the Secured Party.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The [Tenth]/[Eleventh] Supplemental Indenture referred to herein is an indenture supplemental to the Indenture. This [Tenth]/[Eleventh] Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Merger Agreement and the other Ancillary Documents to which Owner is a party or bound contain the entire agreement between Owner and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of Owner, under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Merger Agreement and any other written agreement between Owner and any of the Covered Parties. Nothing in the Merger Agreement will limit any of the obligations, liabilities, rights or remedies of Owner or the Covered Parties under this Agreement, nor will any breach of the Merger Agreement or any other agreement between Owner and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between Owner and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms will control as to Owner.

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 legal provision and list the applicable contract clause categories. Provision: In consideration of Executive’s performance of the responsibilities and duties set forth in this Agreement, Executive shall receive an annual base salary of $575,500 per year (“ Base Salary ”). Such Base Salary will be payable in accordance with the customary payroll practices of the Bank. During the term of this Agreement, the Board may increase, but not decrease, Executive’s Base Salary. Any increase in Base Salary will become the “Base Salary” for purposes of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Participant understands and agrees that in the Committee’s sole discretion, the Company may cancel all or part of the LTI Grant or require repayment by the Participant to the Company of all or part of any LTI Award Payout underlying any vested LTI Grant pursuant to any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company, including a violation of Section 6 above, from time to time. In addition, any payments or benefits the Participant may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), the Exchange Act, rules promulgated by the Commission or any other applicable law, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any securities exchange on which the Common Stock is listed or traded, as may be in effect from time to time.

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

user: All Evaluation Material transmitted by or on behalf of the Company shall remain the sole property of the Company. Investor acknowledges and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to Investor or any of its Representatives to any Evaluation Material, or to any copyrights, trademarks, service marks, patent rights, trade secrets, or other proprietary rights of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal offices. Any notice required to be delivered to Participant under this Agreement shall be in writing and addressed to Participant at Participant’s address as then shown in the records of the Company. Any party hereto may designate another address in writing (or by such other method approved by the Company) from time to time.

assistant: Notices