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: until July 2013, although plaintiff believed that a payment or two of less than the minimum amount owed tolled the running of the statute. Plaintiffs opposing submissions never raised any other issue as to why it failed to file within the appropriate limitations period, other than its contention that the six-year statute applied. It did not plead “bona fide error” as an affirmative defense, nor did it raise any issues as to what procedures it had in place to avoid its error or what reasonable inquiry it made into the applicable statute of limitations. Plaintiff simply operated under the wrong impression as to the applicable statute of limitation and became liable to defendants under the FDCPA, entitling them to damages, counsel fees and costs. See Jackson, supra, 754 F.Supp.2d at 715 (<HOLDING>). To the extent we have not expressly addressed Options: A. holding that when the department of insurance acknowledged that it had received an accident report of a claim within the statute of limitations it was thereafter estopped after the expiration of the statute of limitations to deny receipt of the claim B. holding that the filing of a complaint in a class action suit suspends the statute of limitations but a denial of class certification reactivates the statute of limitations for potential plaintiffs C. holding statute of limitations should not be equitably tolled for taxpayer who filed a refund claim after the applicable statute of limitations D. holding that where the violation of the fdcpa was the filing of a lawsuit the statule of limitations begins to run on the date of filing E. holding creditor liable under the fdcpa for filing suit after expiration of applicable states statute of limitations

assistant: The best answer is E. holding creditor liable under the fdcpa for filing suit after expiration of applicable states statute of limitations
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrowers shall pay all reasonable fees and expenses paid or incurred by the Administrative Agent incident to this First Amendment, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of this First Amendment and any related documents.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regards to choice of law provisions of the State of Delaware or any other provisions. The parties and their successors and assigns hereby irrevocable consent to the nonexclusive jurisdiction of the state and federal courts located in Atlanta, Georgia and Broward County, Florida in connection with any legal action between the parties related to this Amendment, and agree that venue will lie in such courts.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: resolved only the contractual violations alleged by plaintiff, and the “distinctly separate nature of [his] contractual and statutory rights [was] not vitiated merely because both were violated as a result of the same factual occurrence.” Id. at 49, 94 S.Ct. 1011. The preclusive doctrines of election of remedies, waiver, res judicata, and collateral estoppel were therefore inapplicable “in light of the collective-bargaining agreement’s failure to address arbitration of Title VII claims.” 14 Penn Plaza, 129 S.Ct. at 1467 (explaining the reasoning behind Gardner-Denver's holding); see also Gardner-Denver, 415 U.S. at 50 n. 10, 94 S.Ct. 1011 (“The policy reasons for rejecting the doctrines of election of remedies and waiver in the context of 70, 80, 119 S.Ct. 391, 142 L.Ed.2d 361 (1998) (<HOLDING>); 14 Penn Plaza, 129 S.Ct. 1456 (2009) (holding Options: A. holding that the waiver of sovereign immunity must be clear and unequivocal B. holding unionnegotiated waiver of employees right to judicial forum for statutory claims must be clear and unmistakable C. holding that the united states is liable for interest only in the event of a clear statutory waiver of sovereign immunity D. holding that a permissive forum selection clause containing a waiver of any claims of forum non conveniens amounts to a mandatory forum selection clause at least where the plaintiff chose the designated forum E. holding that the word waiver is not required to waive a right even when a statute requires clear and unmistakable evidence of waiver

assistant: The best answer is B. holding unionnegotiated waiver of employees right to judicial forum for statutory claims must be clear and unmistakable
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 any amendments may be executed simultaneously in two or more counterparts and delivered via facsimile or .pdf, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

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: any other requested relief, shall be entitled to recover damages equal to the actual expenses incurred by the defendant in responding to the notice from the requestor pursuant to Section 4 of this act, and the expenses of litigation directly related to obtaining judgment quieting title in the defendant or asserting an affirmative defense with respect to the interest or apparent interest forming the basis of the action against the defendant, including costs and reasonable attorney fees. 2 . Mitchell also argues that the dock agreement was not binding on her. This issue was resolved by the district court's order granting Plaintiffs' motion for summary judgment and cannot be raised in this proceeding. Panama Processes, S.A. v. Cities Serv. Co., 1990 OK 66, n. 27, 796 P.2d 276, 283 n. 27 (<HOLDING>). 3 . As Mitchell notes, the agreement among Options: A. holding that postconviction relief claims which either were raised or could have been raised on direct appeal were properly denied without an evidentiary hearing B. holding that a final judgment on the merits of an action precludes the parties or their privies from relitigating issues that were or could have been raised in that action C. holding that judgments on the merits in former proceedings are binding on the original parties as well as their privies D. holding order granting a new trial is not a final appealable order because it does not terminate the action or any of the claims or parties in the action E. holding that ujnder res judicata or claim preclusion a final judgment on the merits of an action precludes the parties from relitigating issues that were or could have been raised in the prior action

assistant: The best answer is B. holding that a final judgment on the merits of an action precludes the parties or their privies from relitigating issues that were or could have been raised in that 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: forbids preventative detention for public safety, “that is, imprisoning accused but unconvicted defendants because they may endanger the public.” Id. at 570-71, 621 A.2d at 1299. Although the constitutional bail provision had been amended in 1982, the Court noted that the amendment had been criticized because it did nothing to allow consideration of an accused’s danger to the community as a basis for pretrial detention. Noting that Proposal 7 was under consideration by the Legislature at that time, the Court stated, “Unless this new concept is enacted, we must continue to evaluate bail statutes as mandated by chapter II, § 40, and as discussed in our prior cases.” Id. at 573, 621 A.2d at 1300; see also State v. Madison, 163 Vt. 390, 396, 659 A.2d 124, 127-28 (1995) (Morse, J.) (<HOLDING>). My review of the drafts of Proposal 7, the Options: A. holding that 3583e2 allows a district court to modify the conditions of supervised release without extending the term of that release B. holding that evidence of a threat to a witness by the defendant is relevant as showing an attempt to prevent a witness from testifying and avoid punishment for the crime C. holding that even though the victim has settled a civil claim and signed a release the state is not barred from seeking or the court from imposing reasonable restitution D. holding state demonstrated conditions of release would not prevent defendant from posing a significant threat not only to the victim but to other young women E. holding prohibition lies to prevent a lower tribunal from acting in excess of its jurisdiction but not to prevent an erroneous exercise of jurisdiction

assistant: The best answer is D. holding state demonstrated conditions of release would not prevent defendant from posing a significant threat not only to the victim but to other young women
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: from hourly ongoing client matters relates to bankruptcy law in the following way. Under 11 U.S.C. § 548, a bankruptcy trustee has the power to avoid any fraudulent transfer of an interest of the debtor in property within a specified period before the bankruptcy. A transfer will be fraudulent if it was done with intent to “hinder, delay, or defraud” creditors, § 548(a)(1)(A), or if it meets certain criteria for a constructive fraudulent transfer, § 548(a)(1)(B). For purposes of bankruptcy law, debtors have an interest in any property that would have been part of the bankruptcy estate if not for the transfer. See Begier v. IRS, 496 U.S. 53, 58, 110 S.Ct. 2258, 110 L.Ed.2d 46 (1990). Certain subsequent transferees of the debtor’s property can also be 65 S.Ct. 1464, 89 L.Ed. 2079 (1945) (<HOLDING>). The answers provided will help clarify the Options: A. holding that federal courts sitting in diversity should apply state law that determines the outcome of the case B. holding in the conflict of laws context that district courts sitting in diversity jurisdiction must apply the substantive law of the forum state C. holding that federal courts must apply state substantive law in diversity cases D. holding that federal courts sitting in diversity shall apply state substantive law E. holding that a federal court sitting in diversity is bound to follow the law of the forum state

assistant: The best answer is A. holding that federal courts sitting in diversity should apply state law that determines the outcome of the 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: capacity as an Isramco shareholder) shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged each and all of the Plaintiffs and Plaintiffs' Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection with, the institution, prosecution, assertion, settlement or resolution of the Action or the Released Claims.” (emphasis added). 3 . The Judgment uses the same defined terms as are used in the Settlement Agreement. 4 . The Judgment contains language substantially similar to language from the Settlement Agreement quoted in footnote 2, above. 5 . See Tex. Bus. Orgs.Code Ann. §§ 21.552, 562 (West 2014); In re Helix Energy Solutions Group, Inc., No. 14-13- 1, 502-03 (Tex.2006) (<HOLDING>). 34 . See Tex. Ass’n of Bus., 852 S.W.2d at Options: A. holding that standing is component of subjectmatter jurisdiction and subjectmatter jurisdiction is essential to courts authority to hear case B. holding appealable district courts order dismissing for lack of subjectmatter jurisdiction due to determination of exclusive tribal court jurisdiction C. holding that declaring statute facially unconstitutional deprives trial court of subjectmatter jurisdiction D. holding that application of the exclusive remedies provision in tax code section 4209 deprives courts of subjectmatter jurisdiction E. holding that the remedies are exclusive

assistant: The best answer is D. holding that application of the exclusive remedies provision in tax code section 4209 deprives courts of subjectmatter jurisdiction
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: Hawai'i Revised Statutes (HRS) § 626-1 (Supp.2006), Hawai'i Rules of Evidence (HRE) Rule 503, and Petitioner’s right against self-incrimination. II. A. A defendant is entitled to counsel at every critical stage of a judicial proceeding. Roe v. Flores-Ortega, 528 U.S. 470, 483, 120 S.Ct. 1029, 145 L.Ed.2d 985 (2000) (“The presumption that counsel’s assistance is essential requires us to conclude that a trial is unfair if the accused is denied counsel at a critical stage[ ]” of a “judicial proceeding.” (Quoting United States v. Cronic, 466 U.S. 648, 659, 104 S.Ct. 2039, 80 L.Ed.2d 657 (1984).).) Obviously, the “trial itself’ is one of the critical stages during which the accused is entitled to representation. Argersinger v. Hamlin, 407 U.S. 25, 37, 92 S.Ct. 2006, 32 L.Ed.2d 530 (1972) (<HOLDING>); United States v. Wade, 388 U.S. 218, 227, 87 Options: A. holding that absent a knowing and intelligent waiver no person may be imprisoned for any offense whether classified as petty misdemeanor or felony unless he was represented by counsel at his trial B. recognizing requirement of knowing intelligent waiver C. holding that under the sixth amendment a criminal defendant may waive his right to counsel if that waiver is knowing intelligent and voluntary D. holding that a felony drug offense is an offense punishable by more than one year as defined in 21 usc 80244 2000 regardless of whether the state of conviction classified the particular offense as a misdemeanor or felony E. holding that when the defendant is not present in person or by an attorney at trial he does not waive the right to a twelvemember jury where the case is tried by six jurors the sufficiency of the waiver is determined by whether the waiver was knowing and intelligent

assistant: The best answer is A. holding that absent a knowing and intelligent waiver no person may be imprisoned for any offense whether classified as petty misdemeanor or felony unless he was represented by counsel at his trial
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

assistant: Submission To Jurisdiction
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 legal notices required herein will be in writing addressed to the respective Parties as set forth below and will either be (i) personally delivered, (ii) transmitted by postage prepaid certified mail, return receipt requested, (iii) transmitted by nationally recognized private express courier, or (iv) sent by facsimile transmission, and will be deemed to have been given on the date of receipt. Either Party may change its address for purposes hereof by written notice to the other in accordance with the provisions of this section.

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: The number and type of Shares subject to the Option and exercise price Option is subject to adjustment as provided in Section 10 of the Plan. The Grantee shall be notified of such adjustment and such adjustment shall be binding upon the Company and the Grantee.

assistant: Adjustments
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 before the Industrial Commissioner on his application for alternate medical care and not for the legal process’s (i.e., the answer’s) intended use; (3) ITT’s use of the legal process for the improper purpose was a proximate cause of Gibson’s damage; and (4) the amount of damage. ITT challenges various aspects of the abuse-of-process claim. For example, it argues that (1) the answer was not filed (or not withdrawn) in order to refuse to pay for psychiatric care, (2) this action was not unreasonable, and (3) Gibson cannot show damage from ITT’s failure to pay the psychiatric bills. Because ITT has not appealed from the judgment in favor of Gibson on this claim, it cannot now challenge the judgment. See Johnson Equip. Corp. v. Indus. Indem., 489 N.W.2d 13, 17 (Iowa 1992) (<HOLDING>). We reject ITT’s contention that it was a Options: A. holding that to preserve an issue a party must object with sufficient specificity to allow the trial court to address it B. holding that a party need not crossappeal a trial courts rejection of a ground urged in the trial court to preserve error on a claim decided in the partys favor but must still crossappeal to preserve an issue on a claim decided adversely to the party C. holding to preserve an issue for appellate review the issue must have been raised to and ruled upon by trial court and a party may not argue one ground for objection at trial and another ground on appeal D. holding neither party was prevailing party where appeal and crossappeal were dismissed E. holding that in order to preserve an issue for review a party must make a timely and specific objection at trial

assistant: The best answer is B. holding that a party need not crossappeal a trial courts rejection of a ground urged in the trial court to preserve error on a claim decided in the partys favor but must still crossappeal to preserve an issue on a claim decided adversely to the party
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9gag 's intellectual property policy is to ( a ) remove material that 9gag believes in good faith , upon notice from an intellectual property owner or their agent , is infringing the intellectual property of a third party by being made available through the services , and ( b ) remove any subscriber content posted to the services by `` repeat infringers . ''

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Joinder may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Joinder by facsimile or other electronic transmission shall be effective as delivery of a manually executed original counterpart of this Joinder.

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: Subject to the terms of Section 2.3(a), the Closing shall be held on the Closing Date not later than the Applicable Closing Deadline by mutually acceptable escrow arrangements. There shall be no requirement that Sellers and Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. Buyer and Sellers hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the transactions contemplated hereby, provided, however, that such instructions are consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: and operations of the gas and water distribution systems, but it does not include the construction or installation of the systems. ¶ 49. Kelley was informed that the Department was initiating a new program to compete with private construction contractors for the installation of utility services. Kelley accepted the low bid submitted by the Department after receiving bids from two other private construction contractors. I would find there is a genuine issue of material fact as to whether the Department departed from its stated function of providing utilities, specifically gas and water, to the City of Corinth when it constructed and installed the water lines on Kelley’s property following the bidding process. See Poppenheimer v. Estate of Coyle, 98 So.3d 1059, 1068 (¶ 29) (Miss.2012) (<HOLDING>). Additional discovery will allow the trial Options: A. holding that the fact that the city had delegated its municipal engineering functions to a private entity was dispositive in establishing that documents generated by the private entity were public records B. holding that despite providing valuable services to its community a volunteer fire department was a private entity and an independent contractor not clothed with immunity under the mtca C. holding that the determination of whether an individual is an independent contractor lies in the common law and not under an express provision of the act D. holding that duty to ensure that independent contractor performs its work in safe manner arises if the general contractor retains some control over the manner in which the independent contractor performs its work E. holding that no independent tort duty attached to an architect and a pool contractor providing contractual services

assistant: The best answer is B. holding that despite providing valuable services to its community a volunteer fire department was a private entity and an independent contractor not clothed with immunity under the mtca
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: 363 U.S. 192 80 S.Ct. 1048 4 L.Ed.2d 1142 Roy DOUGLASv.Lamoyne GREEN et al. No. 438, Misc. Decided June 6, 1960. Roy Douglas, pro se. Messrs. Mark McElroy, Atty. Gen. of Ohio, and Aubrey A. Wendt, Asst. Atty. Gen., for respondent. PER CURIAM. 1 The motion for leave to proceed in forma pauperis is granted. The petition for a writ of certiorari is also granted. Petitioner, a prisoner in an Ohio penitentiary, filed an application for a writ of habeas corpus in the District Court for the Northern District of Ohio. Among other claims, the petitioner alleged that the Ohio Supreme Court did not provide him, as an indigent criminal defendant, an adequate remedy for the prosecution of an appeal from his conviction without payment of docket fees. This deficiency was urged, as we read this lay petitioner's informal pro se application for the writ, as a violation of the Federal Constitution's guarantee of the equal protection of the laws. See Burns v. State of Ohio, 360 U.S. 252, 79 S.Ct. 1164, 3 L.Ed.2d 1209. The writ of habeas corpus was in effect denied by the District Court, that court denying petitioner, for want of merit, leave to proceed in forma pauperis before it. The District Court further denied a motion for leave to appeal in forma pauperis and the Court of Appeals sustained this action on the renewal of the motion before it. 2 We hold that petitioner's allegations in the application for the writ made out a case of deprivation of his constitutional right to the equal protection of the laws by Ohio in respect to his appeal from the conviction in the criminal prosecution against him. Clearly federal habeas corpus is an appropriate remedy under these circumstances. See Johnson v. Zerbst, 304 U.S. 458, 467—468, 58 S.Ct. 1019, 1024, 82 L.Ed. 1461; Burns v. State of Ohio, supra, 360 U.S. at page 262, 79 S.Ct. at page 1170 (dissenting opinion). In view of our decision in Burns as to the validity of the former Ohio practice, and Ohio's conformance, as we are advised, to the requirements of that decision, we think that the District Court should suspend a hearing on the writ for a reasonable time to allow petitioner to reapply to the Ohio Supreme Court for consideration of his appeal. Upon that court's action thereon, the District Court should proceed, upon hearing, to make such appropriate order in the premises, as under the circumstances 'law and justice require.' 28 U.S.C. § 2243, 28 U.S.C.A. § 2243. It may at that time consider, in the posture in which the case then stands, petitioner's other claims as to the constitutional adequacy of Ohio's appellate procedure in respect of his original conviction and his application for state collateral relief. To this end, the judgment is reversed and the cause is remanded to the District Court. 3 Reversed and remanded. 4 Mr. Justice STEWART took no part in the consideration or decision of this case.

assistant: 2
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: Invoices will be sent by email to ap@kindredbio.com , with a copy to any additional email address given by KindredBio to Corden in writing, and must include the applicable KindredBio PO number. Invoices will be sent when the Product is manufactured and released by Corden to KindredBio. Corden will also submit to KindredBio, with each shipment of the Product, a duplicate copy of the invoice covering the shipment and the associated Delivery Documentation. Each invoice will, to the extent applicable, identify KindredBio’s Manufacturing Services purchase order number, the Product number, name and quantity, unit price, freight charges, Delivery Documentation and the total amount to be paid by KindredBio. KindredBio will pay each invoice within thirty (30) days of receipt to the email address set forth in this paragraph. If any portion of an invoice is disputed, KindredBio will pay Corden for the undisputed amount and the Parties will use good faith efforts to reconcile the disputed amount as soon as practicable, but in no case more than sixty (60) days. The Late Delivery credits set forth in Section 6.7(b) are only available to KindredBio if all outstanding undisputed invoices have been paid in full or are within thirty (30) days outstanding from the invoice date when the Late Delivery arose. In the case of a Deficiency Notice, payments will be due within thirty (30) days following receipt of a replacement Batch or Batches that are not subject to a Deficiency Notice. Batches that are determined to have a Latent Defect due to Corden will be either credited against future Batches or refunded at the sole discretion of KindredBio. No payments will be due for Non-Conforming Product, and Corden will use commercially reasonable efforts to replace the Non-Conforming Product within ten (10) days.

assistant: Payments
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: GKF shall pay all sales or use taxes imposed or assessed in connection with the purchase of the Equipment and all personal property taxes imposed, levied or assessed on the ownership and possession of the Equipment during the Term. All other taxes, assessments, licenses or other charges imposed, levied or assessed on the Equipment during the Term shall be paid by Hospital before the same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against GKF or Hospital; provided, however, Hospital shall not be required to pay any federal, state or local income, franchise, corporation or excise taxes imposed upon GKF’s net income realized from the lease of the Equipment. In case of a failure by Hospital to pay any taxes, assessments, licenses or other charges when and as required under this Section, GKF may pay all or any part of such taxes, in which event the amount paid by GKF shall be promptly payable by Hospital to GKF upon written request together with interest thereon at the rate of at the rate of one percent (1.0%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) and reasonable attorneys’ fees and costs incurred by GKF in collecting such amount from Hospital.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: more than just refuse to give effect to the "unaudited" disclaimer. We would also have to ignore the absence of any mention of Ernst & Young in BT's press release and focus instead on what the market might have implicitly "understood" about Ernst & Young's involvement in that press release. In other words, we would have to grant Wright an exception to the rule established by the Supreme Court that secondary actors such as accountants may not be held primarily liable unless they themselves have made "a material misstatement (or omission) on which a purchaser or seller of securities relies." Central Bank, 511 U.S. at 191, 114 S.Ct. 1439. We find no justification for granting such an exception. See, e.g., In re Fidelity/Micron Securities Litigation) 964 F.Supp. 539, 543-44 (D.Mass.1997) (<HOLDING>) spoke for Magellan'" (emphasis added)). We Options: A. holding that municipality may not be held liable under 1983 upon theory of respondeat superior B. holding that a mutual fund magellan cannot be held primarily liable on a theory of respondeat superior for the alleged misstatements of its fund manager notwithstanding plaintiffs contention that the market understood that the fund manager C. holding that a party can be held liable for securities fraud on an agency or a respondeat superior theory D. holding inter alia that a municipality cannot be held liable under section 1983 on a respondeat superior theory E. holding that a municipality cannot be liable on a respondeat superior theory

assistant: The best answer is B. holding that a mutual fund magellan cannot be held primarily liable on a theory of respondeat superior for the alleged misstatements of its fund manager notwithstanding plaintiffs contention that the market understood that the fund manager
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: By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The ABL Agent represents and warrants that this Agreement is binding upon the ABL Lenders. The Term Loan/Cash Flow Revolver Agent represents and warrants that this Agreement is binding upon the Term Loan/Cash Flow Revolver Lenders.

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: A Severance Benefit Employee shall forfeit any and all rights to Severance Benefits under the Plan, and shall be obligated to repay any such benefits previously paid under the Plan, if the Administrator, in its sole discretion, determines before payment is made or within one (1) year of payment being made to the Employee that the Severance Benefit Employee is or was not eligible to receive any payment under the terms of the Plan due to non-compliance with any of the terms of this Plan, including its Participation Agreement, any non-disclosure, non-solicitation, non-competition, or non-disparagement obligations towards the Employer or Company under any law or agreement, or if the Severance Benefit Employee challenges the enforceability or validity of any terms of the Plan, including the Participation Agreement. By accepting any payment under this Plan, a Severance Benefit Employee shall be deemed to have accepted the repayment obligation described in this Section.

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: Read the case excerpt and choose the best holding from the options. Case excerpt: 6 . Pkiintiff cites the following Tennessee cases: Home Ins. Co. v. Hancock, 106 Tenn. 513, 62 S.W. 145 (1901), Fourakre v. Perry, 667 S.W.2d 483 (Tenn.App.1983), Cavalier Ins. Corp. v. Osment, 538 S.W.2d 399 (Tenn.1976), and Crumley v. Travelers Indem. Co., 225 Tenn. 667, 475 S.W.2d 654 (1972). None of these cases involve waiver of an arbitration provision based on untimely demand and prejudice. Defendant does not make an argument with respect to waiver. 7 . Plaintiff cites Central Nat'l Ins. Co. v. Lerner, 856 S.W.2d 492 (Tex.Ct.App.1993), and Transamerica Ins. Co. v. Weed, 420 So.2d 370 (Fla.Dist.Ct.App.1982). 8 . Cotuts apply the same law to appraisal clauses and arbitration clauses. See, e.g., Meineke v. Twin City Fire Ins. Co., 181 Ariz. 576, 580, 892 P.2d 1365, 1369 (App.1994) (<HOLDING>) (citing Aetna Casualty & Sur. Co. v. Insurance Options: A. holding that since appraisal is analogous to arbitration we apply principles of arbitration law to this dispute regarding an insurance policy appraisal clause B. holding texas arbitration act did not apply to appraisal provision in insur ance policy C. holding that a dispute arising out of an insurance policy was not covered by the arbitration provision in the parties separate premium payment agreement because if the party had intended to subject this dispute to the arbitration provision it could easily clearly and unequivocally have done so either by including an arbitration provision in the insurance policy itself or by adding to the above arbitration provision D. holding that minnesotas arbitration statutes govern appraiser decisions and appraisal awards are to be treated as arbitration awards E. holding that the best way to harmonize a choice of law clause and an arbitration clause is to apply the substantive case law of the named state to the entire agreement including the arbitration clause

assistant: The best answer is A. holding that since appraisal is analogous to arbitration we apply principles of arbitration law to this dispute regarding an insurance policy appraisal clause
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 13 of the Plan, the Committee shall make any adjustments in the number of RSUs or kind of shares of stock or other securities underlying the RSUs covered by this Agreement, or in any other terms of this award, that the Committee may determine to be equitably required to prevent any dilution or expansion of Grantee’s rights under this Agreement that otherwise would result from any (a) stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) merger, consolidation, separation, reorganization or partial or complete liquidation involving the Company or (c) other transaction or event having an effect similar to any of those referred to in Section 10(a) or 10(b) hereof. Furthermore, in the event that any transaction or event described or referred to in the immediately preceding sentence shall occur, the Committee shall provide in substitution of any or all of Grantee’s rights under this Agreement such alternative consideration as the Committee may determine in good faith to be equitable under the circumstances.

assistant: Adjustments
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: Lender may withhold from an Advance or, on account of subsequently discovered evidence, withhold from a later Advance under this Agreement or require Borrower to repay to Lender the whole or any part of any earlier Advance to such extent as may be necessary to protect the Lender from loss on account of (i) defective work not remedied or requirements of this Agreement not performed, (ii) liens filed or reasonable evidence indicating probable filing of liens which are not bonded, (iii) failure of Borrower to make payments to the Contractor for material or labor, except as is permitted by the Construction Contract, or (iv) a reasonable doubt that the construction of the Phase II Improvements can be completed for the balance of the Phase II Loan then undisbursed. When all such grounds are removed, payment shall be made of any amount so withheld because of them.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company may at any time or from time to time modify or amend any or all of the provisions of the Plan, or stop future deferrals to the Plan, provided that, except as expressly provided with respect to a termination of the Plan, no such amendment shall reduce a Participant’s Account balance or change existing elections with respect to the time and method of payment of a Participant’s Account.

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: receipt of the notice to submit in writing any and all objections to the deductions to the director [of the department of corrections], who shall consider the objections prior to transmitting the deducted amount to the clerk of the district court.” Id. We think the legislature inserted the notice-and-opportunity-to-object language in section 904.702 to give the department of corrections authority to determine how a section 610A.l(l)(a) order for costs and attorney’s fees would be collected. Without such authority, the order might be unfair, or even confiscatory. As with the “reasonably able to pay” standard in criminal restitution, we think this authority is necessary to allow a section 610A.l(l)(a) order to pass constitutional muster. See State v. Love, 589 N.W.2d 49, 52 (Iowa 1998) (<HOLDING>). Therefore, when the district court orders a Options: A. holding the contract was not authorized by law B. holding that state liability only accrues as expressly authorized by law C. holding that plaintiffs may have a property interest in real property D. holding that courts may not tax expert witness fees against the losing party beyond the 30 per day authorized in 28 usc 1821b unless otherwise authorized by statute E. holding that 1 prisoners have protected property interest in prison allowance subject to deductions authorized in iowa code section 904702 and 2 department has discretion in allocating the allowances but may make only those deductions authorized by statute

assistant: The best answer is E. holding that 1 prisoners have protected property interest in prison allowance subject to deductions authorized in iowa code section 904702 and 2 department has discretion in allocating the allowances but may make only those deductions authorized by statute
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 represents the entire agreement of each of the Credit Agreement Parties party hereto, and there are no promises, undertakings, representations or warranties by any of the Loan Parties relative to the subject matter hereof not expressly set forth or referred to herein.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: assistance resources within the SMC’s [area of responsibility] ... and shall direct those resources that the SMC believes are needed to the scene of a vessel in distress.” Coast Guard Addendum § 4.2.7.1. Commercial providers are an assistance resource. Id. at § 4.2.3.3. However, the National SAR manual and the Addendum do not define a standard of care owing to the public. See, e.g., In re American Oil Co., 417 F.2d 164, 170 (5th Cir.1969); Daley, 499 F.Supp. at 1010. TORRUELLA, Circuit Judge (Concurring in part, Dissenting in part). I agree with the remand of the plaintiffs claim against the Coast Guard for interference with communications between the commercial salvor and NORTHERN VOYAGER. I respectfully disagree, however, with the majority’s r tes, 800 F.2d 1187, 1196 (D.C.Cir.1986) (<HOLDING>); Bimbaum v. United States, 588 F.2d 319, 329 Options: A. holding that the discretionary function does not apply where the decisionmaker lacks authority B. holding immunity from liability is not jurisdictional C. holding that authority with which the 1983 defendant is clothed may be actual or apparent D. holding that even if partys decision to settle was improvident in hindsight the decision is made and cannot be revisited E. holding that a decision cannot be shielded from liability if the decisionmaker is acting without actual authority

assistant: The best answer is E. holding that a decision cannot be shielded from liability if the decisionmaker is acting without actual 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: This Agreement may not be assigned or otherwise transferred by either Party without the consent of the other Party; provided, however, that either Party may, without such consent, assign its rights and obligations under this Agreement in connection with a Change of Control of such Party; provided, however, that such Party’s rights and obligations under this Agreement shall be assumed by its successor in interest in any such transaction. Any purported assignment in violation of the preceding sentence shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement.

assistant: Assignments
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 the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter, including the Summer Road/ Peak Term Sheet dated as of June 28, 2016. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedule (other than an exception expressly set forth as such in the Disclosure Schedule), the statements in the body of this Agreement will control.

assistant: Entire Agreements