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: (3) whether the loss was an “accident” is determined by the intent of the insured and Ludy did not intend to sustain the loss of its property, thus, the loss occurred as result of an accident on Ludy’s part, and (4) the contract should be strictly construed against Florists since it failed to identify any covered causes of loss on the Causes of Loss Form. Doc. #45 (Ludy’s Mem. Opp’n) at 13-15; Doc. # 48 (Ludy’s Mem. Supp.) at 8-10. c. Analysis The basic requirement for coverage under the Legal Liability form is that the insured sustain a loss as a result of “direct physical loss or damage.” Neither party points to case law that either supports or contradicts the proposition that funds deposited into a bank account, such as th 5, 2005 U.S. Dist. LEXIS 24183 (N.D.Ohio Oct. 19, 2005) (<HOLDING>). Accordingly, funds deposited into a bank Options: A. recognizing that exempt property ceases to be property of the estate B. recognizing that property not subject to physical seizure such as mutual fund shares are intangible property C. recognizing limited partnership interest as intangible personal property D. holding that plaintiffs may have a property interest in real property E. holding that property includes every intangible benefit and prerogative susceptible of possession or disposition

assistant: The best answer is B. recognizing that property not subject to physical seizure such as mutual fund shares are intangible property
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except for the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including Subsection 8.6 thereof), such Grantor owns each item of such Grantor’s Collateral free and clear of any and all Liens securing Indebtedness. As of the Closing Date, except as set forth on Schedule 3 , to the knowledge of such Grantor ( x ) in the case of the Cash Flow Priority Collateral, no currently effective financing statement or other similar public notice with respect to any Lien securing Indebtedness on all or any part of such Grantor’s Cash Flow Priority Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia and ( y ) in the case of the ABL Priority Collateral, no currently effective financing statement or other similar public notice with respect to any Lien securing Indebtedness on all or any part of such Grantor’s ABL Priority Collateral is on file or of record in any public office in the United States of America, any state, territory or dependency thereof or the District of Columbia, except, in each case, such as have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement (including Subsection 8.6 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6 , and each party to this Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 26.70[5][b] (Daniel R. Coquillette et al. eds., 3d ed.1997). This doctrine encourages attorneys to prepare thoroughly for trial without fear that their thoughts and efforts will be disclosed to an opponent. See Hickman, 329 U.S. at 516, 67 S.Ct. at 396 (Jackson, J., concurring). Although the district court recognized the substantial need/undue burden test as controlling the issue of waiver of work product protection, it declined to apply that test because it concluded Frontier had otherwise waived the protection when it “placed this material at issue by filing suit for indemnity.” Order Granting Motion to Compel Discovery at 7. This conclusion is faulty as a matter of law and thus constitutes an abuse of discretion. See Whitney v. New Mexico, 113 F.3d 1170, 1173 (10th Cir.1997) (<HOLDING>). As the district court correctly suggested, a Options: A. holding that a petition raises a question of law when it alleges a factfinding which is flawed by an error of law or an abuse of discretion that is based on a legally erroneous standard B. holding that abuse of discretion in denying a 60b motion is established only when no reasonable person could agree with the district court and there is no abuse of discretion if a reasonable person could disagree as to the propriety of the courts action C. holding that a district courts decision on whether to hold a daubert hearing is reviewed only for abuse of discretion D. holding failure to exercise discretion is abuse of discretion E. holding abuse of discretion is established if district court decision was based on an error of law

assistant: The best answer is E. holding abuse of discretion is established if district court decision was based on an error 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 legal provision and list the applicable contract clause categories. Provision: This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by Seller, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. The Company has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, compliance with (i) the provisions of Section 160 of the Delaware General Corporation Law and (ii) the Company’s related party transaction policies and procedures. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved by a fully informed vote of the disinterested members of the Company’s board of directors (the “ Board ”).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: ( f ) you will not engage in criminal or tortious activity , including fraud , spamming , spimming , sending of viruses or other harmful files , copyright infringement , patent infringement , or theft of trade secrets or attempt to impersonate another user or person .

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: Railway Labor, 858 F.2d at 942-43); accord Krashna, 895 F.2d at 114. Arguing that the first requirement is met here, Legg Mason contends that the civil enforcement provision found in 26 U.S.C. § 7426 vindicates the same interest that the plaintiffs seek to vindicate in their state-law claims—their interest in getting back their property. But section 7426 creates a cause of action against the federal government only, not against a third party who surrenders levied property. Because the plaintiffs in this case have chosen to sue the surrendering third party rather than the government, arguably section 7426 does not vindicate the same interest as does plaintiffs’ state-law claims. Cf. Avco Corp. v. Aero Lodge No. 735, 390 U.S. 557, 560-61, 88 S.Ct. 1235, 1237-38, 20 L.Ed.2d 126 (1968) (<HOLDING>); Railway Labor, 858 F.2d at 942 (holding that Options: A. recognizing that section 76872 is substantive law even though the state statute was preempted by federal civil rights law B. holding that statelaw fraudonthefda claim was preempted by federal law based on uniquely federal nature of regulated relationship C. recognizing that every theory of relief must raise federal issue for claim to arise under federal law D. holding a claim under a maryland antisubrogation statute to be completely preempted E. holding that plaintiffs statelaw claim was completely preempted under federal statute even though relief soughtan injunctionwas not available under the federal statute

assistant: The best answer is E. holding that plaintiffs statelaw claim was completely preempted under federal statute even though relief soughtan injunctionwas not available under the federal statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: are two categories of information that may fall within Exemption 2’s ambit— “Low 2” and “High 2.” Low 2 materials include rules and practices regarding mundane employment matters such as parking facilities, lunch hours, and sick leave, which are not of “genuine and significant public interest.” See Rose, 425 U.S. at 363, 96 S.Ct. 1592 (citing S.Rep. No. 813-89, at 8 (1965)); id. at 369, 96 S.Ct. 1592; Hardy v. Bureau of Alcohol, Tobacco & Firearms, 631 F.2d 653, 655 (9th Cir.1980). The High 2 exemption protects more sensitive government information. This category applies to “internal personnel rules and practices,” disclosure of which “may risk circumvention of agency regulation.” Rose, 425 U.S. at 369, 96 S.Ct. 1592; see, e.g., Schiller v. NLRB, 964 F.2d 1205, 1208 (D.C.Cir.1992) (<HOLDING>). Only the High 2 category is at issue here. B Options: A. holding that courts will not defer to an agencys litigating position where it contradicts the agencys prior regulations rulings or administrative practice B. holding that courts must defer to executive branch regulations implementing statutes so long as agencys regulation is based on a permissible construction of the statute C. holding that purely factual material may be withheld from disclosure under exemption 5 if that material would expose the deliberative process of an agency D. holding an agencys litigation strategy does qualify as high 2 material because its disclosure would risk circumvention of statutes or agency regulations E. holding that an agencys interpretation of its own regulations is entitled to deference

assistant: The best answer is D. holding an agencys litigation strategy does qualify as high 2 material because its disclosure would risk circumvention of statutes or agency regulations
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: regarding the amount of underreporting and therefore should be estopped from submitting evidence on the issue. This argument will be addressed in the analysis section of the instant memorandum opinion. 2 . By stipulation of the parties, the Court dismissed Counts I and III of defendants' first amended counter-complaint. See joint stipulation and consent judgment entered February 10, 1999. Count I was entitled "Dunkin's Breach of Franchise Agreement” and Count III was entitled "Wrongful Exercise of Lease Option Rights.” See defendants' answer, affirmative defenses and first amended counter-complaint filed Nov. 9, 1998. 3 . The general rule articulated in Traficant is also regularly applied in the summary judgment context. See, e.g., In re Edmond, 934 F.2d 1304, 1308-09 (4th Cir.1991) (<HOLDING>); U.S. v. Parcels of Land, 903 F.2d 36, 43 (1st Options: A. recognizing commonlaw privilege against selfincrimination B. holding that juveniles request to call parent is assertion of fifth amendment privilege against selfincrimination C. holding that the drug tax violated the privilege against selfincrimination D. holding that waiver of privilege against selfincrimination is proceeding specific E. holding that debtors refusal to submit to a deposition based upon assertion of privilege against selfincrimination justified bankruptcy judges decision to strike the debtors affidavit in support of his motion for summary judgment

assistant: The best answer is E. holding that debtors refusal to submit to a deposition based upon assertion of privilege against selfincrimination justified bankruptcy judges decision to strike the debtors affidavit in support of his motion for summary judgment
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 one or more of the provisions contained in this Amendment, the Credit Agreement, or the Other Documents shall be held invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in this Amendment, the Credit Agreement or the Other Documents shall not in any way be affected or impaired thereby, and this Amendment, the Credit Agreement and the Other Documents shall otherwise remain in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: An Eligible Borrower may take out a Participant Loan from his Before-Tax Account, After-Tax Account, Rollover Account, and, effective as of January 1, 2013, Roth Account, as provided in this Section 7.5 and the Loan Procedures.

assistant: General
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: Effective as of 12:01 a.m. on January 1, 2018 (the “ Effective Date ”), the Management Agreement is hereby terminated (the “ Termination ”), except that Sections 11 and 18 – 26 of the Management Agreement shall survive indefinitely, Section 6 of the Management Agreement shall survive six (6) years from the Effective Date, and Sections 8 – 10 of the Management Agreement shall survive until the Manager has received all amounts payable thereunder with respect to all periods prior to the Effective Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: offer, the [right of first refusal] ripens into an option, governed, by the terms set gut in the initial agreement. Sager v. Rogers, 1987 WL 6718, at *2 (Tenn.Ct.App.1987) (emphasis added) (citing Sports Premiums, Inc. v. Kaemmer, 595 P.2d 696 (Colo.App.1979); Quigley v. Capolongo, 53 A.D.2d 714, 383 N.Y.S.2d 935 (1976), aff'd 43 N.Y.2d 748, 401 N.Y.S.2d 1009, 372 N.E.2d 797 (1977)). Thus, Tennessee law governing the exercise of options is applicable to the present case. Defendant Bruno’s is correct in pointing out that, absent any agreement to the contrary, Tennessee law requires the strict matching of terms in order to exercise an option. Bradford v. Crown-Bremson Indus., Inc, 255 F.Supp. 1009, 1012 (M.D.Tenn.1964). See also Pinney v. Tarpley, 686 S.W.2d 574, 580 (Tenn.Ct.App.1984) (<HOLDING>); Jones v. Horner, 36 Tenn.App. 657, 260 S.W.2d Options: A. recognizing court must enforce unambiguous contract according to its terms B. holding that the waiver of sovereign immunity must be clear and unequivocal C. holding that acceptance of an option must be unqualified absolute unconditional unequivocal unambiguous positive without reservation and according to the terms of the option D. holding that under oregon law an acceptance of an offer must be positive unconditional unequivocal and unambiguous E. holding that if the statutory terms are unambiguous a courts review ends and the statute is construed according to the plain meaning of its words

assistant: The best answer is C. holding that acceptance of an option must be unqualified absolute unconditional unequivocal unambiguous positive without reservation and according to the terms of the option
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: under Article 9 by selling the collateral; it is an action to enforce the obligation of the buyer to pay the full sale price to the seller, an obligation which is an essential element of all sales and which exists whether or not the sale is accompanied by a security arrangement.”); First Nat’l Bank in Albuquerque v. Chase, 118 N.M. 783, 887 P.2d 1250, 1252 (1994) (“a deficiency action is essentially an action for the price and is, therefore, part of the general sales aspect of the agreement”). Admittedly, CFCU exercised its right to repossess the vehicle under SCUCC Article 9. See S.C. Code Ann. § 36-9-609 (2003) (allowing repossession of collateral after default); S.C. Code Ann. § 36-9-610(a) (2003) (allowing the sale of collateral after default); S.C. Code Ann. § 36-9-615(d) (2003) (<HOLDING>). However, as assignee to the sales contract, Options: A. holding the obligor liable for any deficiency following sale B. holding that a party is not entitled to pursue a separate action for deficiency judgment where the foreclosure complaint includes a prayer for a deficiency judgment and the foreclosure court reserves jurisdiction to enter a deficiency judgment C. holding that a second deficiency notice issued for a taxable year was valid where it determined a deficiency in a different type of tax than did the earlier deficiency notice D. holding no jurisdiction when trial court granted extension because it found deficiency even though it was not same deficiency complained of by appellant in his motion to dismiss E. holding that where notice of deficiency fails adequately to describe the basis on which the commissioner relies for his deficiency determination burden shifts to the commissioner to prove the accuracy of the deficiency determination

assistant: The best answer is A. holding the obligor liable for any deficiency following sale
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 rights, covenants and obligations contained in this Section 11 shall survive the Closing or earlier termination hereof. In addition, the foregoing provisions of this Section 11 shall not be deemed a waiver or limitation of any right or remedy either party may have for a breach by the other party of a representation, warranty or covenant contained in this Agreement that is intended to survive Closing or that is intended to be performed on a post-Closing basis.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Unless otherwise defined herein, terms defined in Title 1, Chapter 9 of the Texas Business and Commerce Code entitled “Uniform Commercial Code” in the State of Texas are used herein as therein defined.

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: This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This Agreement shall become effective with respect to the Borrower, the Subsidiary Guarantors, the Depositary Bank and the Collateral Agent when counterparts hereof executed by such parties (or notice thereof satisfactory to the Collateral Agent) shall have been received by the Collateral Agent.

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: None of the Company or any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purposes of “purchasing” or “carrying” any “Margin Stock” within the respective meanings of such term under regulation U of the Board. No part of the proceeds of the Loans will be used for “purchasing” or “carrying” “Margin Stock” or to extend credit to others for the purpose of purchasing or carrying Margin Stock as so defined or for any purpose which violates, or which would be inconsistent with, the provisions of, any applicable laws or regulations of any Governmental Authority (including, without limitation, Regulations T, U and X of the Board). None of the proceeds of any of the Loans has been or will be used for, and no Letter of Credit has been or will be issued to support, any purpose not expressly permitted pursuant to Section 5.08 .

assistant: Use Of Proceeds
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: July 15, 2013). 101 . We also note that the testimony indicates that Gerald’s physical abuse of Ploof and the most egregious sexual abuse occurred in Ploof’s late teens and early adulthood, not in his early childhood. 102 . Callahan v. Campbell, 427 F.3d 897, 937 (11th Cir.2005) (citing Francis v. Dugger, 908 F.2d 696, 703 (11th Cir.1990)) (reasoning that the physical abuse a habeas petitioner suffered as a child was less weighty when the defendant was thirty-five years old at the time of the murder). In Callahan (which discussed Williams and Wiggins), there was evidence that the petitioner’s father frequently beat and raped his mother and physically abused the petitioner. Id. at 920; see also Newland v. Hall, 527 F.3d 1162, 1217 (11th Cir.2008) (citing Callahan, 427 F.3d at 937) (<HOLDING>). 103 . See Porter v. McCollum, 558 U.S. 30, Options: A. holding that the state court ruling was objectively unreasonable where prosecution failed to present sufficient evidence that the petitioner murdered a known drug dealer although the state established that the petitioner planned to rob drug dealers for drugs or money the victim was a known drug dealer who kept drugs in his freezer and that freezer was open and empty after the homicide the petitioner and the victim had engaged in drug transactions in the past the petitioner had a motive because he had seen the victim make a pass at the petitioners girlfriend and the petitioner had possessed and once purchased the murder weapon and a similar gun was seen in his home two weeks before the murder evidence placing the petitioner at the scene was conspicuously absent leaving only a reasonable speculation that the petitioner was present B. holding that maternal grandmother had standing to intervene in pending sapcr to seek managing conservatorship of child pursuant to former section 102004b and section 102004a where she had substantial past contact with child there was evidence of abuse and neglect of child by mother and mother had been arrested and had subsequently engaged in bizarre and dangerous behavior towards child had attacked grandmother with frying pan and hedge clippers and had been involuntarily committed to psychiatric center all of which established serious and immediate concern for welfare of child C. holding that a habeas petitioner must show that counsels errors actually prejudiced him D. holding evidence of outofstate instances of abuse admissible in child sexual abuse case to show intent opportunity and relationship between defendant and victim E. holding that a petitioner had not been prejudiced by his counsels failure to present child abuse evidence and noting that several decades had elapsed between the murder and the abuse

assistant: The best answer is E. holding that a petitioner had not been prejudiced by his counsels failure to present child abuse evidence and noting that several decades had elapsed between the murder and the abuse
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 invalidity or unenforceability of any portion or provision of this Agreement shall in no way affect the validity or enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be deemed severed from this Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain such invalid or unenforceable portion or provision. If any provision of this Agreement is so declared invalid, the Parties shall promptly negotiate in good faith new provisions to eliminate such invalidity and to restore this Agreement as near as possible to its original intent and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in multiple counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: is also due to be DENIED. 2. Alabama State Law — Assault and Battery Plaintiff alleges state law assault and battery claims against Defendants Seale and Smith .arising out of the April 27, 2009 incident. Generally, sheriffs enjoy sovereign immunity from suits for damages in their individual capacities for acts they performed in the course and scope of their employment. See Ex parte Davis, 930 So.2d 497, 500-01 (Ala.2005) (“[T]his Court has consistently held that a claim for monetary damages made against a constitutional officer.in the officer’s individual capacity is barred by State immunity whenever the acts that are the basis of the alleged liability were performed within the course and scope of the officer’s employment.”); Boshell v. Walker Cnty., 598 So.2d 843, 844 (Ala.1992) (<HOLDING>). Additionally, the Alabama Supreme Court has Options: A. recognizing that a sheriff as an executive officer of the state of alabama is immune under article i 14 of the alabama constitution from suit based on state law claims arising out of the execution of the duties of his office B. holding that a 1983 action against a sheriff made the state of alabama a real party in interest C. holding that alabama law per mits foreign corporations to lend money to residents of alabama and to take security for such loans in the form of mortgages on real property located within the state and to enforce such obligations in the courts of alabama D. holding that a release of such claims or other matters arising from the beginning of time to the date of execution of this agreement did not protect the defendant from liability arising from unconstitutional conduct that occurred after the agreements execution E. holding state immune from suit brought in state court

assistant: The best answer is A. recognizing that a sheriff as an executive officer of the state of alabama is immune under article i 14 of the alabama constitution from suit based on state law claims arising out of the execution of the duties of his office
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 Parent Borrower will use the proceeds of the Initial Tranche B Term Loans on the Closing Date to consummate the Transactions including the payments of fees and expenses in connection with the Transactions and for working capital needs and for other general corporate purposes and for any other purpose not prohibited under the Loan Documents Fourth Amendment Effective Date as provided in Section 5.06(a) . Following the Closing Date, the Borrowers will use the proceeds of the Initial Revolving Facility and LC Issuances (i) to provide working capital to the Parent Borrower and its Subsidiaries (including to replace or provide credit support for any existing letters of credit), (ii) to provide funds for other general corporate purposes of the Parent Borrower and its Subsidiaries (including Permitted Acquisitions and Investments), (iii) to fund certain fees and expenses relating thereto, and (iv) to finance any transaction not prohibited hereby.

assistant: Use Of Proceeds
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 exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

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 case excerpt and choose the best holding from the options. Case excerpt: is reasonable in light of the circumstances. Accordingly, this court finds that the Magistrate Judge committed no clear error in granting Whirlpool’s Motion for determination of good faith settlement. CONCLUSION For the reasons stated above, the court AFFIRMS the August 1, 2003 Magistrate Order Granting Plaintiff Whirlpool Corpo ration’s Motion of Determination of Good Faith Settlement. IT IS SO ORDERED. 1 . The Magistrate Order does not include page numbers. However, the court will cite to the Magistrate Order as though it were numbered pages one through four. 2 . Hawaii Revised Statutes ("HRS”) § 663-15.5(d): A determination by 153, 504 P.2d 861 (1972) (concluding that contracts for indemnity are strictly construed). 4 . See, e.g., Hong v. Estate of Graham, 70 P.3d 647 (2003) (<HOLDING>); Hac v. Univ. of Hawaii, 102 Hawaii 92, 73 Options: A. holding that arguments not raised in district court are waived B. holding that the hongs waived all of their arguments with respect to an alleged duty to disclose by among other things failing to assert the arguments regarding second restatement 551 C. holding that where counsel failed to articulate below the arguments they urged on appeal regarding sufficiency of the evidence the arguments were waived D. holding that claims must put parties on sufficient notice of underlying arguments or arguments are deemed waived E. holding arguments not raised on appeal waived

assistant: The best answer is B. holding that the hongs waived all of their arguments with respect to an alleged duty to disclose by among other things failing to assert the arguments regarding second restatement 551
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: itself have been established through procedures satisfying the fair notice, reasonable doubt, and jury trial guarantees.” Id. at 249, 119 S.Ct. 1215. Huber argues that this language forbids the use of a prior conviction unless the conviction was the result of a jury verdict. This argument misapprehends the rationale behind the prior-conviction exception. Apprendi and Blakely set limits on judicial factfinding. See Blakely, 542 U.S. at 303-04, 124 S.Ct. 2531 (“[T]he ‘statutory maximum’ for Apprendi purposes is the maximum sentence a judge may impose solely on the basis of the facts reflected in the jury verdict or admitted by the defendant”) (em 80 (App.2005) (upholding sentencing enhancement based on prior misdemeanor conviction); Goldsberry v. State, 821 N.E.2d 447, 461 (Ind.App.2005) (<HOLDING>). We recognize that some courts and Options: A. holding that we cannot properly receive and consider evidence that was not presented to and considered by the trial court B. 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 C. holding that trial judge properly considered defendants misdemeanor convictions D. holding when defendant waived objection to introduction of evidence but evidentiary hearing granted and judge considered claim defendants waiver was effectively waived by judge 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 was not made in good faith

assistant: The best answer is C. holding that trial judge properly considered defendants misdemeanor convictions
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 Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. The Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if the correct price of an item sold by amazon is higher than our stated price , we will , at our discretion , either contact you for instructions before shipping or cancel your order and notify you of such cancellation .

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: will undoubtedly assist us in our present analysis. Indeed, Massachusetts courts have indicated that when a Massachusetts statute is similar to a statute in another jurisdiction, even though it may not be identical, a consideration of the foreign jurisdiction’s law, including judicial decisions, is appropriate, though by no means binding. See Piemonte v. New Boston Garden Corp., 377 Mass. 719, 723, 387 N.E.2d 1145, 1148 (1979). An examination of case law from other jurisdictions reveals that there are two types of actions that arise during the period of corporate existence but survive past the windup period of the survival statute. The first are those actions that are brought in an individual capacity for a personal wrong. See Hunter v. Old Ben Coal Co., 844 F.2d 428, 432 (7th Cir.1988)(<HOLDING>). Indeed, when a claim is held individually by Options: A. holding shareholder thirdparty benficiaries to corporate contract have individual breachofcontract claim B. holding that a corporate officer signing a contract in his corporate capacity is generally not liable for damages under the contract C. holding that even where no attorneyclient relationship exists between a shareholder and the corporate attorney this does not necessarily mean that the law firm had no fiduciary duty to the shareholder and observing that instances in which the corporation attorneys stand in a fiduciary relationship to individual shareholders are obviously more likely to arise where the number of shareholders is small in such cases it is not really a matter of the courts piercing the corporate entity D. holding that shareholders lack standing to sue as thirdparty beneficiaries to allegedly breached contract unless the contract indicates the intent to benefit them directly independently of their shareholder status E. holding that sole shareholder could recover on behalf of company but not in individual capacity for former shareholder and officers misappropriation of corporate assets

assistant: The best answer is A. holding shareholder thirdparty benficiaries to corporate contract have individual breachofcontract claim
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 amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent (on behalf of the Lenders or the Required Lenders, as the case may be, pursuant to Section 10.1 of the First Lien Credit Agreement) and each Grantor and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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: This Agreement, together with the schedules and exhibits hereto, and the Wecast Agreements referred to herein or delivered pursuant hereto, are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the schedules and exhibits hereto, and the Wecast Agreements referred to herein or delivered pursuant hereto, supersede all prior agreements and understandings between the parties with respect to such subject matter.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you or spotify terminate the agreements , or if spotify suspends your access to the spotify service , you agree that spotify shall have no liability or responsibility to you and spotify will not refund any amounts that you have already paid , to the fullest extent permitted under applicable law .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed counterpart to this Agreement by facsimile transmission or by electronic mail in pdf format shall be as effective as delivery of a manually executed counterpart hereof.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: institute , assist , or become involved in any type of attack , including without limitation distribution of a virus , denial of service attacks upon the service , or other attempts to disrupt the service or any other person 's use or enjoyment of the service .

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: search incident to arrest. Three conditions are necessary to sustain a plain view search. See Coolidge v. New Hampshire, 403 U.S. 443, 91 S.Ct. 2022, 29 L.Ed.2d 564 (1971). First, the police officer must be in a place where he has a lawful right to be. Id. Second, in the course of his presence the officer must inadvertently see an object in plain view. Id. Third, it must be immediately apparent to the officer that the object is contraband or evidence of a crime. Id. In determining whether the incriminating nature of the object is immediately apparent, police are not required to know that an item is contraband. See State v. Walker, 729 So.2d 463, 464 (Fla. 2d DCA 1999) (citation omitted). Rather, it is enough that “the facts available to the offi 8), rev. denied, 729 So.2d 389 (Fla.1999)(<HOLDING>). The State has not provided, and we have not Options: A. holding that a seizure was lawful under the plain view doctrine where there was probable cause to associate the property with criminal activity B. holding that exception applies to statement by handcuffed defendant as to location of a gun in an apartment even where most of the other adults in the apartment were handcuffed because even assuming the executing officers believed that the residence was secure the circumstances were still sufficiently dangerous C. holding that police seizure of weapon in plain view was lawful search incident to arrest where appellant was handcuffed but sitting within a few feet from where the gun was located D. holding that a showup identification was valid even though the suspect was handcuffed E. holding that police seizure of weapon in plain view even though appellant was handcuffed and under the control of the officers was lawful because there were other occupants in the house who were not handcuffed and who would have had access to the weapon

assistant: The best answer is E. holding that police seizure of weapon in plain view even though appellant was handcuffed and under the control of the officers was lawful because there were other occupants in the house who were not handcuffed and who would have had access to the weapon
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 required by law or national stock exchange rule, neither Party shall issue any press release, distribute any advertising, or make any public announcement or disclosure (a) identifying the other Party by name, trademark or otherwise or (b) concerning this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing sentence, in the event either Party is required to issue a press release relating to this Agreement or any of the transactions contemplated by this Agreement, by the laws or regulations of any governmental authority, agency or self-regulatory agency, such Party shall, to the extent legally permissible and reasonably practicable, (i) give notice and a copy of the proposed press release to the other Party as far in advance as reasonably possible and (ii) make any changes to such press release reasonably requested by the other Party. Notwithstanding the foregoing, RECEIVING GROUP shall be permitted under this Agreement to communicate the existence of the business relationship contemplated by the terms of this Agreement internally within PROVIDING PARTY’s organization and orally and in writing communicate PROVIDING PARTY’s identity as a reference with potential and existing customers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party and each Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business as currently being conducted, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack by direct or collateral proceeding, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required to be retained by it under Applicable Law, except in each case of clauses (a), (b) or (c) where the failure to have, comply or file would not reasonably be expected to have a Material Adverse Effect.

assistant: Compliance With Laws