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

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent not prohibited by applicable laws, such Debtor agrees that any provision of any Organizational Document of any issuer of Collateral, any applicable law, any certificate or instrument evidencing Collateral, or any other governance document that in any manner restricts, prohibits or provides conditions to (a) the grant of a Lien on any Equity Interest of such issuer or any other Collateral, (b) any transfer of any Equity Interest of such issuer or any other Collateral, (c) any change in management or control of such issuer or any other Collateral, (d) the admission of any transferee of any Collateral as a shareholder, member, partner or other equity holder of the issuer of such Collateral, or (e) any other exercise by Administrative Agent or any other Secured Party of any rights pursuant to this Agreement, any other Loan Document or law, in each case shall not apply to (i) the grant of any Lien hereunder, (ii) the execution, delivery and performance of this Agreement by such Debtor, (iii) the foreclosure or other realization upon any interest in any Collateral, or (iv) the exercise of rights with respect to such Collateral, including the right to participate in the management of such issuer. Furthermore, to the extent not prohibited by applicable laws, such Debtor will not permit any amendment to or restatement of any Organizational Document or any other governance document or enter into or permit to exist any agreement that in any manner adversely affects Administrative Agent’s ability to foreclose on any Collateral or which conflicts with the provisions of this Section 4.12 .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled, without posting a bond or similar indemnity, to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court in the State of Texas, sitting in Dallas County, Texas, in addition to any other remedy to which they are entitled at law or in equity.

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: 'we need not accept extrinsic facts not pleaded nor need we accept legal conclusions in contradiction of the pleaded facts'" See Osguthorpe v. Wolf Mountain Resorts, LC, 2010 UT 29, §10, 232 P.3d 999 (quoting Allred v. Cook, 590 P.2d 318, 319 (Utah 1979)). 4 . The alleged malicious intent on the part of NCR falls more appropriately within a claim of malicious prosecution, under which an actor may be liable for initiating or procuring "criminal proceedings against another who is not guilty of the offense charged ... if (a) [the accuser] initiates or procures the proceedings without probable cause and primarily for a purpose other than that of bringing an offender to justice, and (b) the proceedings have terminated in favor of the accused." Restatement (Second) of Torts § 653 P.3d 1042 (<HOLDING>). 7 . Because statutory amendments made Options: A. holding that act did not bar intentional infliction of emotional distress claim B. holding that a tort claim for intentional infliction of emotional distress is distinct from a claim for emotional distress damages under the employment discrimination statute C. holding that emotional pain and a need for counseling combined with physical pain medical bills loss of employment and a need for sexual therapy supported a claim of intentional infliction of emotional distress D. recognizing validity of cause of action for intentional infliction of emotional distress E. recognizing the tort of intentional infliction of emotional distress

assistant: The best answer is C. holding that emotional pain and a need for counseling combined with physical pain medical bills loss of employment and a need for sexual therapy supported a claim of intentional infliction of emotional distress
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 a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement which do not violate any statute or public policy shall continue in full force and effect. Further, it is the parties’ intent that any court order striking any portion of this Agreement should modify the terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: totality, not in isolation. Organon counters that because none of its actions individually was illegal, taken together they cannot constitute an “overall scheme” to hinder competition, citing Intergraph Corp. v. Intel Corp., 195 F.3d 1346 (Fed.Cir.1999), in which the court declined to view a series of activities “together” and found that since each legal theory upon which antitrust claims were based was insufficient, they could not add up to anti-competitive behavior as a whole. Id. at 1366-67. The Intergraph court, however, held that a group of factual allegations may be viewed in their totality, even while pieces of legal theory may not be added up and taken as a whole. Id. (citing Cont’l Ore Co. v. Union Carbide & Carbon Corp., 370 U.S. 690, 699, 82 S.Ct. 1404, 8 L.Ed.2d 777 (1962) (<HOLDING>)); see also LePage’s Inc. v. 3M, 324 F.3d 141, Options: A. holding that the court of appeals should not have relied on visible fiction it should have viewed the facts in the light depicted by the videotape B. holding that the trial courts purely factual findings must be accepted unless clearly erroneous or influenced by an incorrect view of the law and the evidence must be viewed most favorable to the party prevailing below C. holding that dependent upon the circumstances of the case a defendants deportability could be viewed as either a mitigating or an aggravating factor D. holding that the factual components of a case should be viewed together E. holding record is viewed in light most favorable to verdict

assistant: The best answer is D. holding that the factual components of a case should be viewed together
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 and the Participant intend that (i) the Class D Units be treated as a “profits interest” as defined in Internal Revenue Service Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43, (ii) the issuance of such units not be a taxable event to the Partnership or the Participant as provided in such revenue procedure, and (iii) the Partnership Agreement, the Plan and this Agreement be interpreted consistently with such intent. In furtherance of such intent, effective immediately prior to the issuance of the Class D Units, the Partnership will cause the “Gross Asset Value” (as defined in the Partnership Agreement) of all Partnership assets to be adjusted to equal their respective gross fair market values, and make the resulting adjustments to the “Capital Accounts” (as defined in the Partnership Agreement) of the partners, in each case as set forth in the Partnership Agreement and based upon a “Fair Market Value” (as defined in the Partnership Agreement) equal to the trading price on the New York Stock Exchange of the common stock of the Company at the time of such adjustment. The Company or the Partnership may withhold from the Participant’s wages, or require the Participant to pay to the Partnership, any applicable withholding or employment taxes resulting from the issuance of the Award hereunder, from the vesting or lapse of any restrictions imposed on the Award, or from the ownership or disposition of the Class D Units.

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 legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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 any provision of this Agreement is held invalid, illegal, or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: criticized defendant’s objections to Neil Spector, who had been appointed to represent defendant; (4) referred to Hicks, in a different case, as “Smiley” and to another assistant public defender as “Laughing Boy”; (5) had a reputation for racial and sexual intolerance and had previously been censured for offensive comments to a female attorney; (6) made derogatory comments to both defendant and Hicks during the motion to suppress; and (7) stated, during defendant’s testimony during the motion to suppress, that he was not getting the facts from defendant. The facts that Judge Cieslik ruled against defendant’s motion to vacate the case assignment and that he told Bomba that the motion was baseless are not reasons to grant a motion for substitution for cause. See Vance, 76 Ill. 2d at 178 (<HOLDING>); see also Liteky v. United States, 510 U.S. Options: A. holding issues not ruled upon by the trial judge are not preserved for appellate review B. holding that a defendant was not entitled to a relief under section 2255 when he asserted that the sentencing judge who was not the trial judge was influenced by the sentence imposed by the trial judge on a codefendant C. holding that the fact that a judge had ruled against the defendant is not a basis for finding the judge prejudiced D. holding that the record must reflect both that the district judge considered the defendants argument and that the judge explained the basis for rejecting it E. holding that trial judge did not err in refusing to transfer to another judge defendants motion for substitution of judge for cause where defendant failed to establish even a threshold basis for his substitution motion

assistant: The best answer is C. holding that the fact that a judge had ruled against the defendant is not a basis for finding the judge prejudiced
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: During the Term, the Executive shall be entitled to accrue up to [ ] paid vacation days in each year, which shall be accrued ratably, consistent with the Company’s policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its senior management employees.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by Executive and by a member of the Board, as applicable, or by the respective parties’ legal representatives or successors.

assistant: Modifications
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: Buyer, Seller and Lease Guarantor shall in good faith cooperate with each other in satisfying all conditions contained in this Agreement, including, without limitation, executing or re-executing any and all documents reasonably required to be executed by Seller as record owner of the Locations to accomplish any verifications, approvals or determinations. Buyer, Seller and Lease Guarantor agree that they will, at any time and from time to time after Closing, upon request of the other party, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, assignments, transfers, conveyances, and assurances as may be reasonably required in order to more fully complete the terms of this Agreement to the extent usual and customary for commercial real estate closings where the applicable Location is located.

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: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between the Executive and the Company (or any of its affiliates) with respect to such subject matter, including, without limitation, the Prior Employment Agreement. This Agreement may not be modified in any way unless by a written instrument signed by both the Company and the Executive.

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: This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Administrative Agent Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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: If the Board determines, in its sole discretion, that the continuous service of Participant as an officer, employee or Consultant of the Company or any Affiliate has been interrupted or terminated as a result of Participant’s complete disability, as determined by the Board in its sole discretion, (but no interruption or termination will be deemed to have occurred in the case of sick leave or any other leave of absence approved of by the Board, provided that either such leave is for a period of not more than 90 days), unless otherwise determined by the Board and approved by the Exchange (if applicable), the Common Shares subject to the RSUs will become immediately vested and will be settled with Participant (or in the case of a Participant who is legally incapacitated, by his or her guardians or legal representatives).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: An eligi b l e empl o y ee m ay mak e a Def erral Elect i o n by s u b mi tt ing a P ar t icipati o n Ag reemen t to t h e Em pl o yer pri o r to t h e b eginning of a Def erral P eri o d, excep t as d es cri b ed in (c) b el o w.

assistant: Participations
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 constitutes the entire agreement among the Company and the Shareholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Company and the Shareholder with respect to the subject matter hereof.

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 case excerpt and choose the best holding from the options. Case excerpt: According to the Supreme Court, an intervenor’s interest must be one that is “significantly protectable.” Donaldson v. United States, 400 U.S. 517, 531, 91 S.Ct. 534, 542, 27 L.Ed.2d 580 (1971). In defining the contours of a “significantly protectable” legal interest under Rule 24(a)(2), we have held that, ‘“the interest must be a legal interest as distinguished from interests of a general and indefinite character.’ * * * The applicant must demonstrate that there is a tangible threat to a legally cognizable interest to have the right to intervene.” Harris, 820 F.2d at 601 (citations omitted). This interest .is recognized as one belonging to or being owned by the proposed intervenor. United States v. Alcan Aluminum, Inc., 25 F.3d 1174, 1185 (3d Cir.1994) (quoting New Orleans P .1980) (<HOLDING>); Peterson v. United States, 41 F.R.D. 131 Options: A. holding that a tort claim for abusive discharge was precluded by the existence of statutory federal and state remedies for discharge of an employee but not determining whether the mwhl sounded in contract or tort B. holding that six employees bringing suit under title vii were not in privity with the united states which had brought a previous suit against the same employer because the employees sought a type of relief which the united states had not sought C. holding that two attorneys who claimed an interest in the same funds sought by the united states in a suit against a congressman were entitled to intervene whether their claim sounded in contract or tort in law or equity D. holding that a majority shareholder was not entitled to a juiy trial on breach of fiduciary duty claim because claim sounded in equity E. holding that plaintiffs negligence claims sounded in tort and thus could not be transferred to the united states court of federal claims

assistant: The best answer is C. holding that two attorneys who claimed an interest in the same funds sought by the united states in a suit against a congressman were entitled to intervene whether their claim sounded in contract or tort in law or equity
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 Term of this Agreement shall commence on the Effective Date and, unless Executive’s employment is terminated at an earlier date in accordance with Section 3 hereof, shall expire on the first anniversary of the Effective Date (the “ Initial Term ”). Effective as of the first anniversary of the Effective Date and each successive one year anniversary of the Effective Date (each an “ Anniversary Date ”), the Term shall be automatically extended until the subsequent Anniversary Date (each a “ Renewal Term ”) unless either party gives written notice of non-renewal to the other party at least 60 days prior to the Anniversary Date on which this Agreement would otherwise be automatically extended that such party elects not to extend the Term; provided, however, that if a Change in Control occurs during the Term then non-renewal of the Term may not occur earlier than the first Anniversary Date following the end of the Transition Period (as defined in Section 3(a) below). The Initial Term, together with any Renewal Terms, is the “ Term .” If Executive remains employed by the Company and the Bank after the Term, then such continued employment shall be according to the terms and conditions established by the Company from time to time and Executive shall no longer be entitled to any severance payments or benefits under this Agreement and any severance rights Executive may have shall be according to the terms and conditions established by the Company from time to time.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Parent and Borrower have disclosed to Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any member of the Consolidated Group is subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any member of the Consolidated Group to Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that , with respect to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you reside in brazil , these terms and the relationship between you and evernote ( including any dispute ) shall be governed in all respects by the laws of brazil and shall be considered to have been made and accepted in brazil , without regard to conflict of law provisions .

assistant: Choice of law
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: charge. See, e.g., Connelly v. State, 298 Ga. App. 223, 225 (679 SE2d 790) (2009) (physical precedent) (defendant’s knowledge that he did not have the right to flee the encounter); Williams v. State, 285 Ga. App. 190, 192 (1) (645 SE2d 676) (2007) (physical precedent) (defendant’s knowledge that the officer was pursuing him); Veal v. State, 226 Ga. App. 897 (487 SE2d 696) (1997) (defendant’s knowledge that the officer “sought him”); Cline v. State, 221 Ga. App. 175, 175-176 (471 SE2d 24) (1996) (defendant’s knowledge that the officers had come to “effectuate his arrest”). At trial, Green challenged the state’s ability to show that he knowingly failed to comply with a lawful command of a law enforcement officer. In defense of the obstruction charge, Green argued that d 861) (2004) (<HOLDING>); McClendon v. State, 12 Ga. App. 691, 692 (78 Options: A. holding that defendant who admitted that he knew when he deliberately drove off in his truck that he was disobeying an officers lawful order to park his truck at the side of the road had engaged in conduct that was both knowing and willful B. holding that a truck drivers injury from a fall in the shower of a truck stop while off duty was not compensable C. holding that the district court did not err in continuing the trial without defendant when the trial had commenced in defendants presence he vigorously expressed his desire to be absent he was given ample opportunity to change his mind despite the disturbance he had created he had competent counsel and he knew of his right to be present D. holding that an officers belief that he had observed the occupants of a truck participate in a drug transaction supported a valid investigatory detention of the truck and its occupants E. holding that a fire fighter was using a fire truck when he was standing 2025 feet from the truck using a clipboard and writing pad that were stored in the truck

assistant: The best answer is A. holding that defendant who admitted that he knew when he deliberately drove off in his truck that he was disobeying an officers lawful order to park his truck at the side of the road had engaged in conduct that was both knowing and willful
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) The Audited Financial Statements, reported on by and accompanied by an unqualified report from an independent certified public accounting firm of national reputation, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its Subsidiaries as at December 31, 2017 and, to the extent available on the Closing Date, December 31, 2018, as applicable, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.

assistant: Financial Statements
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: § 61, Comment g (Tent.Draft No. 1, 1973).' There is no allegation that the Court of Claims was not a court of competent jurisdiction to decide the issues before it. As a court established under Article III of the Constitution (28 U.S.C. § 171), its judgments are entitled to full judicial weight. 2 . In its recent opinion in Sea-Land Services, Inc. v. Gaudet, 414 U.S. 573, 94 S.Ct. 806, 39 L.Ed.2d 9 (1974), the Court held that a wrongful death action by the widow of a seaman injured as a result of the unseaworthiness of the defendant’s vessel was not merged into a judgment obtained by her husband for personal injuries that he suffered as a result of the unseaworthiness. The Court concluded: “Moragne [v. States Marine Lines, Inc., 398 U.S. 375, 90 S.Ct. 1772, 26 L.Ed.2d 339 (1970) (<HOLDING>)] created a true wrongful-death remedy — Options: A. recognizing cause of action for wrongful death B. holding that a failure to include a beneficiary in a wrongful death action is a defect because the wrongful death act restricts plaintiffs to a single action C. recognizing action for wrongful death based on unseaworthiness D. holding that passengers claims could not be based on unseaworthiness E. holding that plaintiffs failure to prove decedents death was caused by the wrongful acts of the defendant precludes any recovery of wrongful death damages under mississippis wrongful death statute

assistant: The best answer is C. recognizing action for wrongful death based on unseaworthiness
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: of the assignor. Therefore, an assignee who could not be held liable under § 1641(a) of the TILA could at the same time be liable for certain disclosure violations of an assignor under the New Jersey Holder Rule. But this observation does not necessarily answer the question of whether the New Jersey Holder Rule is “inconsistent” with § 1641(a) as required by § 1610(a)(1) for preemption. In determining whether federal law expressly preempts a state statute, the Court must look to whether Congress intended to preempt related state laws when it promulgated the federal statute. FMC Corp. v. Holliday, 498 U.S. 52, 56, 111 S.Ct. 403, 112 L.Ed.2d 356 (1990); see also Chevron U.S.A. Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837, 842-843, 104 S.Ct. 2778, 81 L.Ed.2d 694 (1984) (<HOLDING>). In ascertaining congressional intent, a court Options: A. holding that intent of parties to choice of law must be given effect B. holding that courts must generally give effect to the plain meaning of a statute because that is the best evidence of the legislatures intent C. holding that where congressional intent is clear a court must give effect to such intent D. holding parties to an exculpatory clause where the parties intent is clear E. holding that the district court must give parties notice of intent to depart

assistant: The best answer is C. holding that where congressional intent is clear a court must give effect to such intent
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment shall become effective as of the date (the “ Amendment Effective Date ”) on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrowers, (ii) the Subsidiary Guarantors and (iii) the Required Lenders. The Administrative Agent shall notify Terex and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

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 legal provision and list the applicable contract clause categories. Provision: In the event of a Change in Control pursuant to which the Award is not effectively assumed by the surviving or acquiring corporation in a Change in Control (with appropriate adjustments to the number and kinds of shares, in each case, that preserve the material terms and conditions of the Award as in effect immediately prior to the Change in Control), the portion of the Award that was not vested immediately prior to such Change in Control shall be 100% vested upon such Change in Control and shall be payable within thirty (30) days following the Change in Control to the extent permitted under Section 409A of the Code and, if not permitted, such Award shall be payable in accordance with the vesting schedule otherwise set forth in this Section 3 .

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 case excerpt and choose the best holding from the options. Case excerpt: So.2d 749, 751 (Fla. 5th D.C.A. 1980). Only when a foreign corporation is shown to have a degree of control over the subsidiary, so that the activities of the subsidiary are in fact those of the parent within the state, can service on a subsidiary be effective. Id.; accord May v. Volkswagen of America, 125 F.R.D. 521 (N.D.Ga.1989); Turick by Turick v. Yamaha Motor Corp., U.S.A., 121 F.R.D. 32 (S.D.N.Y.1988). Plaintiffs have neither presented nor proven any facts tending to show that the defendant, YMC JAPAN, exercised control over its subsidiary, YMC USA. Plaintiffs have merely relied upon the fact that YMC USA is a subsidiary of YMC JAPAN and thus have not met the burden of proving proper service of process. C.f Lamb v. Volkswagenwerk Aktiengesellschaft, 104 F.R.D. 95 (S.D.Fla.1985) (<HOLDING>). IV. CONCLUSION Plaintiffs’ first two methods Options: A. holding that the plaintiff had failed to produce sufficient evidence to establish constructive notice because the plaintiff did not present any evidence to establish that the oil was on the floor for any length of time B. holding that the burden is on the plaintiff to allege facts sufficient to establish jurisdiction C. holding that the plaintiff presented sufficient evidence to establish an agency relationship for service to be effective D. holding defendant a foreign manufacturer was not subject to the personal jurisdiction of a wyoming court because the plaintiff failed to introduce sufficient evidence to establish an agency relationship between the defendant and its us distributor E. holding that delivery of subpoena via federal express was sufficient because effective service under rule 45 is not limited to personal service

assistant: The best answer is C. holding that the plaintiff presented sufficient evidence to establish an agency relationship for service to be effective
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 the agreements of Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “ Releasees ” and individually as a “ Releasee ”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

assistant: Releases
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: Sublessor and Sublessee represent and warrant to each other that no brokerage commissions are due to any real estate broker in relation to this Sublease, and agree to indemnify and hold each other harmless for any damages, costs or legal fees which may be incurred as a result of any claims for such commissions in contravention of the representations in this Section.

assistant: Brokers
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: injuries); Barker v. Kallash, 63 N.Y.2d 19, 28-29, 479 N.Y.S.2d 201, 468 N.E.2d 39 (1984) (plaintiff could not seek damages against defendants who gave him gunpowder to make a pipe bomb, which severely injured plaintiff when it exploded as plaintiff was making it, because plaintiffs own wrong-making a pipe bomb-constituted a serious violation of law that transcended contributory negligence and comparative fault); Riggs v. Palmer, 115 N.Y. 506, 511-512, 22 N.E. 188 (1889) (stating principle that “[n]o one shall be permitted to profit by his own fraud, or to take advantage of his own wrong, or to found any claim upon his own iniquity, or to acquire property by his own crime”); see also Alami v. Volkswagen of America, Inc., 97 N.Y.2d 281, 287, 739 N.Y.S.2d 867, 766 N.E.2d 574 (2002) (<HOLDING>) (emphasis added). Plaintiff states that, in Options: A. holding that an arbitration award involving the appellants challenge to the failure of the insurance company to ensure that he had read and understood a signed waiver and to attach the waiver to the insurance policy as contrary to public policy is not reviewable by the courts because there is no challenge to a provision or term of the policy the appellant never claimed that the waiver or policy language itself was contrary to the public policy of this commonwealth B. holding that absent follow form language provision that excess policy would continue as underlying policy did not impose coverage as provided in underlying policy C. recognizing a public policy against discrimination but not providing for an independent cause of action D. recognizing public policy against permitting judicial relief to those injured in the course of committing a serious criminal act but refusing to extend policy beyond claims where the parties to the suit were involved in the underlying criminal conduct E. holding that in reviewing the petition the court is to weigh the policy of public access to records against the longstanding public policy of providing a second chance to criminal defendants who have not been adjudicated guilty

assistant: The best answer is D. recognizing public policy against permitting judicial relief to those injured in the course of committing a serious criminal act but refusing to extend policy beyond claims where the parties to the suit were involved in the underlying criminal conduct
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: probate court approved the Master’s conclusion that Adkins “attacks the ‘trust’ as a sham, but does not present a showing that the [relinquishment] agreement was entered into mistakenly, fraudulently, or by coercion. The terms of the ‘trust’ are of no concern to Mr. Adkins if he has relinquished any interest in it.” Although Adkins opposed the Master’s recommendations, there was no subsequent action by the probate court. Adkins does not appeal this order. With regard to the fraud-related defenses, Adkins filed a “Petition to Rescind and Void the ‘Relinquishment Agreement’ for the Causes of Fraud and Constructive Fraud,” but later withdrew the motion. Where a party has withdrawn pleadings, he cannot later appeal based on such grounds. See Ogden v. State, 395 P.2d 371, 372 (Alaska 1964) (<HOLDING>). Adkins’ fraud-related claims relating to the Options: A. holding that it was error for the trial judge to answer a jurys question without giving defendants counsel an opportunity to be heard before the trial judge responded B. holding appeal improper where trial judge did not rule upon question C. holding that trial judge did not err in refusing to transfer to another judge defendants motion for substitution of judge for cause where defendants motion was not made in good faith D. holding that the trial court did not abuse its discretion in denying defendants motion for mistrial where the trial court sustained defendants objections to a question by the prosecutor containing improper information and instructed the jury to disregard the question E. holding that trial judge did not err in refusing to transfer to another judge defendants motion for substitution of judge for cause where defendants motion lacked specificity

assistant: The best answer is B. holding appeal improper where trial judge did not rule upon question
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as described or disclosed in the Company SEC Documents, there are no legal or governmental proceedings pending to which the Company or the Subsidiary is a party or of which any Property of the Company or the Subsidiary is the subject that would, in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no such proceedings are threatened or contemplated by any Governmental Authority or others.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement represents the entire agreement and understanding between the Company and Executive concerning the subject matter of this Agreement and Executive’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Executive’s relationship with the Company, with the exception of the Confidentiality Agreement, Section 7 of the Employment Agreement (except as modified herein) and the Stock Agreements (except as modified 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: The issuance by the Issuing Bank of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the Issuing Bank), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Administrative Agent and the Revolving Lenders, if any, required by Section 13.7. shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section 3.5.(d).

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: Following the satisfaction of both the Time-Based Condition and the Performance Condition with respect to a PSU granted hereunder, the Participant shall receive consideration in accordance with the Settlement Method detailed in the Certificate within thirty (30) days of the Committee’s certification of the extent to which the Performance Conditions for the applicable Performance Period have been met.

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: All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, Issuing Bank, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit (unless Collateralized) is outstanding and so long as the Commitments have not expired or terminated.

assistant: Survival