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: P.2d 934 (Alaska 1994); Maricopa Cnty., 136 Ariz. 528, 667 P.2d 228 (App.1983); In re Interest of Bird Head, 213 Neb. 741, 331 N.W.2d 785 (1983). I would hold that good cause exists to deviate from the adoptive placement preferences of section 1915(a). Baby Girl has resided with Appellant rated a desire and willingness to introduce Baby Girl to her Indian culture. Section 1917 permits an adopted Indian child to receive information on his or her “tribal affiliation ... and ... such other information as may be necessary to protect any rights flowing from the individual’s tribal relationship” upon reaching the age of eighteen. 25 U.S.C. § 1917. Thus, I am persuaded that Baby Girl will have a knowledge of and appreciation for her cultural heritage. See In re Robert T., 246 Cal.Rptr. at 176 (<HOLDING>). In light of the totality of the evidence, Options: A. holding that where a patient is in possession of his faculties and in such physical health as to be able to consult about his condition and where no emergency exists making it impracticable to confer with him his consent is a prerequisite to a surgical operation by his physician B. holding that the native american childs best interests were to remain with his adoptive parents since they have bonded well and have encouraged him to learn about and visit his cultural roots C. holding the respondent implicitly exercised his right to withdraw his voluntary departure request and instead elected to remain to pursue his motion D. holding that a suspects statements to the police to the effect that his constitution will protect him that the police have nothing along with his negative response to a police question whether he had anything to say about what he was being arrested for followed by his question who said i did this did not amount to a clear invocation of the right to remain silent under davis E. holding that a parents rights must yield to the childs right to have proper parenting and fulfillment of his or her potential in a permanent healthy safe environment a parent cannot protect his parental rights by merely stating that he does not wish to have his rights terminated internal citations omitted

assistant: The best answer is B. holding that the native american childs best interests were to remain with his adoptive parents since they have bonded well and have encouraged him to learn about and visit his cultural roots
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: issue in question.” Bradley Ventures, Inc. v. Farm Bureau Mut. Ins. Co. of Ark., 371 Ark. 229, 264 S.W.3d 485, 490 (2007). UAMS maintains that collateral estoppel applies to Dodson I and II, barring both of Dodson’s pending claims, but our discussion is considerably narrower. First, I would set aside Dodson I because I am uncertain that the court’s relevant finding was “essential to the judgment.” Powell, 289 S.W.3d at 444. Second, I would set aside Count II, which is Dodson’s impliedeontract claim. Importantly, Count II is premised on UAMS’s conduct after Dodson II, i.e., sending Dodson bills for the embryo storage fees, and therefore cannot be precluded by the earlier chancery court decision. See Ripplin Shoals Land Co. v. U.S. Army Corps of Eng’rs, 440 F.3d 1038, 1044 (8th Cir.2006) (<HOLDING>); cf. id. at 1042 (“[R]es judicata does not Options: A. holding that an assignment does not modify the terms of the underlying contract B. recognizing that a final judgment may provide for a particular standard upon which to modify a final judgment C. holding that a prior judgment regarding a permit to modify an existing bridge does not preclude a plaintiff from challenging a decision on a new application describing and a different bridge design D. holding that district court did not abuse its discretion in refusing to permit a design defect products liability expert to submit an untimely addendum stating a new claim of failure to warn after defense expert refuted the basis of original design defect opinion E. holding untimeliness of motion to modify medical insurance payment did not preclude motion to modify maintenance

assistant: The best answer is C. holding that a prior judgment regarding a permit to modify an existing bridge does not preclude a plaintiff from challenging a decision on a new application describing and a different bridge design
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 consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body or any court) is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement, except (i) such as have been obtained, (ii) where the failure of the Company to obtain or make any such consent, approval, authorization, order, filing or registration would not reasonably be expected to have a Material Adverse Effect, or (iii) such as have been made or as may be required under state or foreign securities or "Blue Sky" laws.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Any action or proceeding to enforce or defend any rights under this Agreement or under any agreement, instrument or other document contemplated hereby or related hereto; directly or indirectly related to or connected with the Loan or the negotiation, administration or enforcement thereof; or arising from the debtor/creditor relationship of the Borrower and the Lender shall be brought either in the Superior Court of Connecticut or the United States District Court for the District of Connecticut. The parties hereto agree that any proceeding instituted in any of such courts shall be of proper venue, and waives any right to challenge the venue of such courts or to seek the transfer or relocation of any such proceeding for any reasons. The parties hereto further agree that such courts shall have personal jurisdiction over the parties. Any judgment or decree obtained in any such action or proceeding may be filed or enforced in any other appropriate court.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Note unless otherwise specified. All words used in this Note will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the words "hereof' and "hereunder" and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.

assistant: Construction
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 not amend or terminate the Plan in a manner that has the effect of reducing the balance or vested percentage of any Participant’s or Beneficiary’s Deferred Compensation Accounts, unless the Company makes a good faith determination that either the amendment is required by law or the failure to adopt the amendment would have adverse tax consequences to the Participants and/or Beneficiaries affected by such amendment.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For purposes of this Section 4 only, the term “Company” shall also include American Equity Life Insurance Company, American Equity Life Insurance Company of New York and Eagle Life Insurance Company . The Company is engaged throughout the United States in the business of underwriting a broad range of life insurance and annuity products, including fixed rate, index and variable annuities (the “ Business ”). Executive acknowledges and agrees that he has experience and expertise associated with the Business throughout the United States, that he possesses valuable skills related to the Business, and that he has obtained, and in the future will obtain, Confidential Information (as defined below) related to the Business. In addition, Executive has valuable business contacts with national marketing organizations, agents and potential agents, and professionals in the Business. Executive’s reputation and goodwill are an integral part of the success of the Business throughout the areas where it is and will be conducted. If Executive in any manner uses his reputation and goodwill in competition with the Company or discloses Confidential Information with respect to the Business or uses such Confidential Information in competition with the Company, the Company stands to suffer significant harm. The Company therefore desires that Executive agree, upon the terms as set forth below, not to solicit policyholders, agents or employees of the Company, not to compete, and not to otherwise disclose any Confidential Information. But for Executive’s entry into the agreements set forth in this Section 4, the Company would not have entered into this Agreement.

assistant: Confidentiality
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: None of the information and data furnished in writing by or on behalf of any Loan Party to any Agent, any Issuing Bank or any Lender on or before the Closing Date in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make such information and data (taken as a whole), in the light of the circumstances under which it was delivered, not materially misleading; provided that with respect to the Projections, the budgets, and any other projections or forward-looking information delivered hereunder, the Loan Parties make only the representations set forth in Section 5.05(c).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Robbins, 519 U.S. 452, 461, 117 S.Ct. 905, 137 L.Ed.2d 79 (1997); O'Hara v. Gen. Motors Corp., 508 F.3d 753, 760-61 (5th Cir.2007). 4 . Section 560.2(a); Lending and Investment, 61 Fed. Reg. at 50966-67. 5 . The categories of state laws include contract and commercial law, real property law, certain homestead laws, tort law, and criminal law. Section 560.2(c). 6 . Section 560.2(c); Lending and Investment, 61 Fed. Reg. at 50966-67. 7 . Although no court of appeals has considered whether a similar state law is preempted by HOLA, our reading is in line with that of a number of district courts that have found preemption for similar state laws under these subsections and under Section 560.2(b)(5) and (10). See Ngoc Nguyen v. Wells Fargo Bank, N.A., 749 F.Supp.2d 1022, 1033 (N.D.Cal.2010) (<HOLDING>); Plastino v. Wells Fargo Bank, 873 F.Supp.2d Options: A. holding that californias search and seizure laws do not apply in a prosecution under the aca B. holding cercla does not preempt californias corporate capacity statute C. holding californias similar defaultnotice statute preempted under section 5602b4 5 9 and 10 D. holding that californias antislapp statute is applicable in federal court E. holding that californias liquor pricefixing statute violated federal antitrust law

assistant: The best answer is C. holding californias similar defaultnotice statute preempted under section 5602b4 5 9 and 10
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: Morawski was concerned about these comments, that Morawski consented to the monitoring of the “Open Line,” and that Morawski made the decision to terminate Plaintiff within a year of those comments. Although this evidence is far from conclusive proof that a causal connection existed between the protected conduct and the adverse áction, the temporal proximity between the protected conduct, Morawski’s behavior indicating concern about that conduct, and the adverse action, -is sufficient evidence to satisfy the third element of a prima facie retaliation claim. See EEOC v. Avery Dennison Corp., 104 F.3d 858, 861 (6th Cir.1997) (stating that the burden of establishing a prima facie case of retaliation “is not onerous”); Polk v. Yellow Freight Sys., Inc., 801 F.2d 190, 197 (6th Cir.1986) (<HOLDING>). Although Plaintiff has presented a prima Options: A. holding that intervening misconduct can sever the temporal proximity connection between the protected conduct and the adverse employment B. holding that the combination of temporal proximity and negative statements concerning the employees protected activity can create a triable question of fact on the issue of retaliatory motivation even in the presence of legitimate performancerelated reasons for terminating the plaintiff C. holding that temporal proximity between the alleged retaliators knowledge of a protected activity and an adverse employment action may be sufficient to establish causal connection or retaliatory motive in some cases D. recognizing temporal proximity when agency had knowledge of employees protected activity E. holding that the plaintiff has established temporal proximity when the plaintiff engaged in protected activity on june 23 1988 and the defendant terminated the plaintiff on august 1 1988

assistant: The best answer is B. holding that the combination of temporal proximity and negative statements concerning the employees protected activity can create a triable question of fact on the issue of retaliatory motivation even in the presence of legitimate performancerelated reasons for terminating the plaintiff
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, together with all Transaction Documents, embodies the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. In the event of any conflict between the provisions of this Agreement and the provisions of any Transaction Documents, the provisions of this Agreement shall govern.

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: Subject to the provisions for termination as provided in Article 9 of this Employee Agreement, the term of this Employee Agreement shall begin on May 1, 2017 and shall terminate 24 months thereafter (the “ Employment Term ”). This Employee Agreement may be renewed for successive 12 month terms upon the written agreement of the parties hereto that shall be delivered by each party to the other not less than 60 days prior to the expiration of the existing term.

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 case excerpt and choose the best holding from the options. Case excerpt: countered that inference by arguing that it is “premised upon an [sic] twisted interpretation of the CBA and underlying documents unsupported by the language of said documents.” PL’s Opp’n at 9. As discussed earlier, the parties dispute whether Grove Hall was its own section for purposes of employment decisions. Therefore, Anderson has raised an issue of fact regarding Potter’s justification. While Anderson may have raised an issue of fact as to whether Potter’s justification is pretext, Anderson has not provided evidence to show that the failure to open up bidding for the Grove Hall Lead Clerk position to employees in other substations was a pretext for discrimination as required in the First Circuit. See, e.g., Sabinson v. Trustees of Dartmouth College, 542 F.3d 1, 4 (1st Cir.2008) (<HOLDING>). At most, Anderson has established a Options: A. holding that even if the plaintiff had produced evidence of pretext the evidence did not tend to establish a discriminatory purpose B. 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 C. holding that plaintiff failed to establish pretext where plaintiff was terminated after the employer conducted an investigation into a subordinates allegations of misconduct on the part of the plaintiff and believed the allegations to be true even though plaintiff presented evidence in the lawsuit that the allegations may have been false D. holding that a plaintiff may rely on the same evidence to prove both pretext and discrimination E. holding that the plaintiffs evidence of pretext was insufficient because the plaintiff failed to present evidence that the employer did not honestly believe its proffered reasons for its action

assistant: The best answer is A. holding that even if the plaintiff had produced evidence of pretext the evidence did not tend to establish a discriminatory purpose
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: statements about Sanofi’s maintenance of an “effective compliance organization” or Sanofi’s “efforts toward transparency, accountability, and disclosure” are too general to cause a reasonable investor to rely on them. See ECA, 553 F.3d at 205-06. Each of the statements is an example of corporate “puffery,” “which does not give rise to securities violations.” Id. at 206. In ECA Local, the Second Circuit held that JP Morgan Chase’s (“JPMC”) statements about risk management and corporate integrity — that JPMC had “risk management processes [that] are highly disciplined and designed to preserve the integrity of the risk management process,” and that JPMC “set the standard for integrity” — could not be the basis for a securities violation. Id. at 205-06. See also San Leandro, 75 F.3d at 811 (<HOLDING>); Lasker v. New York State Elec. & Gas Corp., Options: A. holding that ejstoppel requires among other things reasonable reliance on the other partys actions and rejecting estoppel where plaintiffs could not reasonably have been misled B. holding that a defendants sentence was reasonable in part because it was well below the statutory maximum C. holding insureds general assertion that it expected a liability policy to cover such negligent acts as insured was alleged to have committed would not support application of reasonable expectations doctrine D. holding that the sentence was reasonable in part because it was well below the statutory maximum E. holding that general announcements by philip morris that it was optimistic about its earnings and expected marlboro to perform well were mere puffery and could not have misled a reasonable investor

assistant: The best answer is E. holding that general announcements by philip morris that it was optimistic about its earnings and expected marlboro to perform well were mere puffery and could not have misled a reasonable investor
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the burden of proof in the sense of the risk of nonpersuasion, which remains throughout the trial upon the party on whom it was originally cast. The rule adopts the “bursting bubble” approach: a presumption vanishes when put in question by rebutting evidence. While FRE 301 does not establish the level of proof needed to rebut a presumption, most courts have held that any evidence creating a substantial doubt in the mind of a trier of fact defeats a presumption. Hon. Barry Russell, Bankruptcy Evidence Manual, § 301.3 (2002). Because Cindy Cline presented specific uncontroverted evidence to the contrary— she swears that she used her account for necessities, and that she always planned to repay — the presumption of fraud bursts. See Nunley v. Los Angeles, 52 F.3d 792, 796 (9th Cir.1995) (<HOLDING>). As the presumption is overcome, and there is Options: A. holding that appellants specific factual denial of receipt was sufficient evidence to defeat the presumption of receipt raised by a docket entry showing mailing B. holding that denial of receipt of notice of trial did not rebut presumption of trial courts certificate of mailing of notice requiring an evidentiary hearing C. holding that service of notice of lien statements on homeowners was sufficient even though endorsement stated return receipt requested instead of return receipt requested showing address where delivered where service was handled in same manner and where homeowners received and signed for address shown on return receipt moreover actual notice was sufficient under statute D. holding that receipt of a prp letter was insufficient to defeat coverage under the lossinprogress rule E. holding that upon receipt of the important notice a conclusive presumption of notice was established

assistant: The best answer is A. holding that appellants specific factual denial of receipt was sufficient evidence to defeat the presumption of receipt raised by a docket entry showing mailing
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: in the event that the products are unavailable , our usual order and cancellation deadlines apply ; please notify us of changes to your order by emailing help@headspace.com .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 158 cmt. m (“An unprivileged remaining on land in another’s possession is a continuing trespass for the entire time during which the actor wrongfully remains.”). The continuing presence of MCI’s fiber optic cables on Browning’s land therefore could give rise to a claim of continuing trespass, assuming that the original installation of the cables was tor-tious (which MCI denies). Nevertheless, even assuming that MCI committed a continuing trespass, any such claim was discharged by confirmation of MCI’s plan of reorganization, due to the expansive scope of the Bankruptcy Code’s definition of “claim” and Browning’s failure to allege any relevant post-confirmation conduct or unforeseeable damages. It is well-established under Kansas law Co., 64 Kan. 403, 403, 67 P. 831, 833 (Kan.1902) (<HOLDING>). Whether Browning would have been required Options: A. recognizing fundamental principle that utility rates are set for the future and not the past B. recognizing that when a defendants negligence causes bodily injury the plaintiff can recover damages for past present and future medical expenses bodily injury and emotional distress C. holding plaintiff must move before public interests are involved to bring suit for ejectment but allowing single action for past present and future damages D. holding that prejudgment interest may properly be added to damage awards for past lost wages medical expenses that have been incurred and past pain and suffering but not future loss of earnings future medical expenses andor future pain and suffering E. holding that debtor was liable to the commonwealth for past and future cleanup costs

assistant: The best answer is C. holding plaintiff must move before public interests are involved to bring suit for ejectment but allowing single action for past present and future damages
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: liability....” In re W.R. Grace & Co., 2008 WL 3522453, at *5. Also, contrary to what Appellants argue, Gerard is not the law of the case. At the most basic level, Gerard did not involve the same parties and issues, as is required for application of the law of the case doctrine. See Pub. Interest Research Group of N.J., Inc. v. Magnesium Elektron, Inc., 123 F.3d 111, 116 (3d Cir.1997) (“The law of the case doctrine directs courts to refrain from re-deciding issues that were resolved earlier in the litigation.”) In addition, our decision in Combustion Engineering was rendered after Gerard and thus constitutes supervening legal authority. Id. (recognizing that “supervening new law” is an exception to the law of the case doctrine); cf. Baca v. King, 92 F.3d 1031, 1035 (10th Cir.1996) (<HOLDING>). Therefore, Gerard is not the law of the case, Options: A. holding law of case doctrine is not absolute rule that must be inexorably followed in every case B. holding that the law of the case doctrine is not a fixed rule that prevents a federal court from determining the question of its own subject matter jurisdiction in a given case C. holding that a federal court is obliged to determine its own jurisdiction for each case D. holding law of case doctrine is procedural and does not go to jurisdiction of court E. holding that a proceeding that by its nature could arise only in the context of a bankruptcy case is a core matter subject to the jurisdiction of the bankruptcy court

assistant: The best answer is B. holding that the law of the case doctrine is not a fixed rule that prevents a federal court from determining the question of its own subject matter jurisdiction in a given 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 legal provision and list the applicable contract clause categories. Provision: There shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: her ex-husband’s $8,000 interest in her pension plan should be discharged in her bankruptcy proceeding. B. Application of Persuasive Caselaw to the Case at Bar In granting summary judgment for Husband, the Bankruptcy Court ruled that, although payment of pension proceeds would occur in the future (at retirement), a property interest was transferred by force of the August, 1992 Order and, as such, Husband’s interest was not a “debt” subject to discharge under 11 U.S.C.A. § 523. The case-law cited above, although not controlling on this Court, is persuasive ng that state divorce judgment awarding debtor's wife 38% of husband’s military retirement pension granted the wife a nondischargeable property interest in that portion of the pension), Williams v. Califf, 195 B.R. 499 (N.D.Ala.1996) (<HOLDING>); Walston v. Walston, 190 B.R. 66 Options: A. holding that legal malpractice claim against chapter 7 debtor arose prepetition when the conduct giving rise to the claim occurred and therefore was subject to the debtors discharge B. holding that a debtors interest in a tenancy by the entirety is property of the bankruptcy estate under section 541 because of debtors undivided present interests in the use possession income and right of survivorship of the property C. holding that notwithstanding a debtors inability to obtain a chapter 13 discharge a debtor is nonetheless eligible to file a chapter 13 case D. holding that a debtors right to convert his or her chapter 7 case is not absolute E. holding that exwifes interest in debtors retirement income was her sole and separate property and was therefore not subject to chapter 7 discharge

assistant: The best answer is E. holding that exwifes interest in debtors retirement income was her sole and separate property and was therefore not subject to chapter 7 discharge
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: Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement . The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

assistant: No 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: During the Term and for three (3) years thereafter, each Party shall maintain insurance with an insurance company that has an A.M. Best rating of A- or better, and that is reasonable and prudent in light of prevailing market practices, and other relevant factors, but in no event shall such insurance coverage include less than General Commercial Liability Insurance and umbrella with combined limits of not less than $3M/occurrence. Globus shall be named as an additional insured under Alphatec’s policies. Upon a Party’s request, the other Party shall provide to such Party a certificate of insurance showing that such insurance is in place. Neither Party shall cancel or amend its insurance policies such that such policy will be inconsistent with the requirements set forth in the first sentence of this Section 10.5 without the other Party’s prior written consent. In no event shall this Section 10.5 in any way limit or be considered a waiver of either Party’s liability with respect to its indemnification or other obligations under this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: During his employment with the Company, Executive will be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $500,000. The Compensation Committee of the Board of Directors (the “ Compensation Committee ”) may review Executive’s Base Salary annually to determine whether increases are appropriate. Any such increased amount will thereafter be the “ Base Salary ” for all purposes. During Executive’s employment with the Company, the Base Salary will not be decreased at any time, or for any purpose (including, without limitation for the purpose of determining payments and benefits under Section 5), without Executive’s prior written consent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All matters between the parties, including without limitation questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction, except for corporation law matters applicable to Company which will be governed by the corporate law of its jurisdiction of formation. The parties hereby waive all rights to a trial by jury. In any action, arbitration or proceeding, including appeal, arising out of or relating to any of the Transaction Documents or otherwise involving the parties, the prevailing party will be awarded it s reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation, prosecution or defense of such action or proceeding.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: p. 827. 10 . The Producers’ counsel soundly pointed out at oral arguments that delivery of the contracted commodity may occur under a futures contract. The Seventh Circuit Court of Appeals, however, observed that: Although futures contracts specify delivery as a possible method of satisfying the short's obligations, it is much more common for such contracts to be closed out by the "buyer’s” taking an offsetting position in a new contract identical but for its price. Dunn v. CFTC, 519 U.S. 465, 472, 117 S.Ct. 913, 137 L.Ed.2d 93 (1997); Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Curran, supra, 456 U.S. at 359 n. 18, 102 S.Ct. 1825 (only 3 percent closed out by delivery); Salomon Forex, Inc. v. Tauber, 8 F.3d 966, 971 (4th Cir.1993); Cargill, Inc. v. Hardin pp. 1221 (N.D.Iowa 1994) (<HOLDING>). 13 .Such factors included whether the Options: A. holding that belated affidavit could be considered where affiants memory was recently refreshed by photographs which he had not been shown during deposition B. holding actual malice was not shown although defendant relied upon a single affidavit as a source without knowledge of the affiants reputation for veracity or lack thereof C. holding that plaintiffs affidavit submitted at summary judgment stage and contradicting earlier deposition testimony should not be considered D. holding that hearsay in affidavit which would be inadmissible in evidence at trial could not be considered on motion for summary judgment E. holding that a deposition that was not presented to the trial court could not be considered on appeal

assistant: The best answer is A. holding that belated affidavit could be considered where affiants memory was recently refreshed by photographs which he had not been shown during deposition
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: Create, incur, assume or suffer to exist any Lien upon any assets of the Borrower or any Significant Subsidiary, whether now owned or hereafter acquired, except for (a) Liens securing the Borrower’s obligations to the Lender under this Agreement and the other Loan Documents and (b) Liens permitted by the Indenture.

assistant: Liens
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: enter a residence without a warrant if an objectively reasonable basis exists for the officer to believe that there is an immediate need for police assistance for the protection of life or substantial property interests.” Seibert v. State, 923 So.2d 460, 468 (Fla. 2006) (citing Rolling v. State, 695 So.2d 278, 293-94 (Fla. 1997)). Whether an emergency actually existed is immaterial “so long as the officer reasonably believes it to exist because of objectively reasonable facts. The officer’s conclusion then may be based on a combination of the ‘objective’ nature of the circumstances and the officer’s ‘subjective’ perception of those circumstances.” State v. Boyd, 615 So.2d 786, 789 (Fla. 2d DCA 1993); see also Missouri v. McNeely, — U.S. -, 133 S.Ct. 1552, 1559, 185 L.Ed.2d 696 (2013) (<HOLDING>). The record supports that law enforcement Options: A. holding that the reasonableness inquiry is based upon the totality of the circumstances in determining whether or not a search was reasonable B. holding that in determining prejudice a court hearing an ineffectiveness claim must consider the totality of the evidence before the judge or jury C. holding that the court must consider the totality of the circumstance when determining whether a law enforcement officer faced an emergency that justified acting without a warrant D. holding that the district court should consider the totality of the circumstances in determining whether the patentee acted in subjective bad faith and should consider whether circumstantial evidence would support an inference of bad faith E. holding a search permissible where the officer reasonably believed he faced an emergency situation that would result in the destruction of evidence

assistant: The best answer is C. holding that the court must consider the totality of the circumstance when determining whether a law enforcement officer faced an emergency that justified acting without a warrant
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) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other all rights, privileges and franchises, in each case necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.8 or by the Security Documents and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) comply with all Governmental Approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, the Restrictive Covenant Agreement and the Option Agreement constitute the entire understanding and agreement of you and the Company regarding the matters set forth herein, including, but not limited to, your employment relationship with the Company.

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: necessary to accommodate the prosecutorial interests that the sealing of an indictment legitimately furthers. Id. Only two courts have attempted to define more precisely a “reasonable time” for sealing purposes. United States v. Heckler, 428 F.Supp. 269, 272 (S.D.N.Y.1976); United States v. Sherwood, 38 F.R.D. 14 (D.Conn.1964), aff'd sub nom., United States v. Doyle, 348 F.2d 715 (2d Cir.), cert. denied, 382 U.S. 843, 86 S.Ct. 89, 15 L.Ed.2d 84 (1965). These two courts focused on the defendant’s availability to determine whether the length of the sealing period was reasonable. Heckler, 428 F.Supp. at 272 (“When the defendants are available the government may not seal an indictment for more than a reasonable time after the statute of limitation has expired.”); Sherwood, 38 F.R.D. at 20 (<HOLDING>). The government asserts that it sealed the Options: A. holding that the date of the federal indictment not the date of the state arrest was the triggering date for the speedytrial act B. holding that the 90 day period set out in rule 591 begins to run from the date of filing rather than the date set for hearing of the posttrial motion C. holding that the indictment should have been unsealed no more than 90 days from the return date the time period when the defendants were first available D. holding that where the date of the offense is not an element of the charge a variance between the indictment date and the proof at trial is not fatal so long as the acts charged were committed within the statute of limitations period and prior to the return date of the indictment E. holding that an allegation as to the time of the offense is not an essential element of the offense charged in the indictment and within reasonable time limits proof of any date before the return of the indictment and within the statute of limitations is sufficient

assistant: The best answer is C. holding that the indictment should have been unsealed no more than 90 days from the return date the time period when the defendants were first available
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Subsidiary Loan Parties, in its capacity as a guarantor under the Subsidiary Guarantee Agreement and a pledgor under the other Security Documents to which it is a party, hereby (i) consents to the execution, delivery and performance of this Agreement and agrees that each of the Subsidiary Guarantee Agreement and the other Security Documents to which it is a party is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the 2019 Effective Date, except that, on and after the 2019 Effective Date, each reference to “Credit Agreement”, “First Lien Credit Agreement”, “thereunder”, “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Amended Credit Agreement and (ii) confirms that the Security Documents to which it is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After giving effect to (i) the Loans to be made (or, if applicable, Letters of Credit to be issued) on the Effective Date or each such other date as Loans requested hereunder are made (or Letters of Credit are issued), (ii) the other transactions contemplated by this Agreement and the other Loan Documents, (iii) the Spin-Off Transaction (including any and all dividends or distributions made in connection therewith), and (iv) the payment and accrual of all transaction costs with respect to the foregoing, the Company is, and the Company and its Subsidiaries taken as a whole are, Solvent.

assistant: Solvency
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 Number One, together with the Employee Matters Agreement, constitutes the sole and complete understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous communications between the parties concerning such subject matter. Following the Amendment Number One Effective Date, the Agreement (as amended) remains in full force and effect. This Amendment Number One may be executed in counterparts, including facsimile counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment Number One will be governed and construed according to the choice of governing and constructive law set forth in the Employee Matters Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of the Letter Agreement relating to amendments and waivers, SC’s representations, successors, counterparts, and delivery of signatures will be deemed incorporated into this Agreement as if set forth fully in it, except that references in them to the “letter agreement” will be deemed to be references to this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, any document or instrument entered into, given or made pursuant to this Agreement or authorized hereby, and any amendment or supplement thereto may be executed in two or more counterparts, and, when so executed, will have the same force and effect as though all signatures appeared on a single document. Any signature page of this Agreement or of such an amendment, supplement, document or instrument may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart identical in form thereto but having attached to it one or more additional signature pages. Any counterpart transmitted via email in format in portable document format (.pdf) shall be treated as originals for all purposes as to the parties so transmitting.

assistant: Counterparts