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: or the “water pipe” on top of the refrigerator, are subject to the plain view doctrine and could have validly been seized by Officer Lane during his initial entry to prevent the destruction of evidence. Consent to Search We now determine whether the evidence seized by Officer Lane that was not in plain view was nevertheless admissible because of the later voluntary consent to search by appellant. Consent to search is an established exception to the Fourth Amendment requirements that police have a warrant and probable cause to enter a residence. Brimage, 918 S.W.2d at 480. In cases in which consent follows an illegal arrest, courts have analyzed the consent to determine if it was tainted by the illegal police conduct. See e.g., Brick v. State, 738 S.W.2d 676, 677 (Tex.Crim. App.1987); (<HOLDING>). The primary purpose of determining whether Options: A. holding that escorting the defendant from a baggage claim area to a dea office approximately 75 yards away was an arrest and that his consent to the search of his bag in that office was tainted by the illegal seizure B. holding that the court of appeals erred in declining to consider whether the arrest was illegal and whether the consent was tainted by the potentially illegal police activity C. holding that initial illegal detention does not call into question validity of arrest pursuant to valid warrant wjhere the police effectuate an arrest in an illegal manner but nonetheless have probable cause to make the arrest the proper fourth amendment remedy is to exclude only that evidence which is a fruit of the illegality D. holding that statements obtained following an illegal arrest are no less tainted than is physical evidence obtained after the same E. holding that a cause of action for illegal arrest and false imprisonment accrued at the time plaintiff was released from his alleged illegal restraint and not when the proceedings by which his arrest occurred terminated

assistant: The best answer is B. holding that the court of appeals erred in declining to consider whether the arrest was illegal and whether the consent was tainted by the potentially illegal police activity
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: Executive acknowledges that should he violate the provisions of Paragraph 11 of this Agreement, it will be difficult to determine the resulting damages to the Company and that monetary damages would not be adequate in any event. In addition to any other remedies it may have, the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. Moreover, to the extent Executive breaches this Agreement, the time periods set forth herein are continued for the period of Executive’s breach of the Agreement.

assistant: Remedies
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 closing (the “ Closing ”) of the transactions described in Section 2A.2 hereof shall take place at 11:00 a.m. at the offices of Sidley Austin LLP, One South Dearborn, Chicago, Illinois 60603 on December 20, 2017, or if the conditions to closing set forth in Article III of this Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “ Initial Closing Date ”).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: under § 3730(e)(4)(A). Finally, we consider whether the GAO report was a “public disclosure” under § 3730(e)(4)(A). The GAO report disclosed generally that some contractors performing the 254 ESPCs granted between 1999 and 2003 had engaged in the activity Relators allege is fraudulent, but the report did not disclose the names of any contractors or specify any locations where an ESPC may have involved fraud. Because of the large number of ESPCs granted and the GAO report’s lack of specificity, the report did not contain sufficient information to enable the government to pursue an investigation against Honeywell. Accordingly, the GAO report was not a “public disclosure” under § 3730(e)(4)(A). See United States v. Alcan Elec. and Eng’g, Inc., 197 F.3d 1014, 1019 (9th Cir.1999) (<HOLDING>). Because neither the AAA reports nor the GAO Options: A. recognizing that information disclosed in private is not a public disclosure under the fca B. holding that the only relevant public interest in disclosure is the extent to which disclosure would serve the core purpose of the foia which is contributing significantly to public understanding of the operations or activities of the government C. holding that the disclosure is a public disclosure within the meaning of the fca if the the prior public disclosure contained enough information to enable the government to pursue an investigation against the defendant D. holding that the government must provide the party seeking disclosure with a detailed index describing the documents the government claims are exempt from disclosure under foia E. holding that where an authorized disclosure is voluntarily made to a nonfederal party whether or not that disclosure is denominated confidential the government waives any claim that the information is exempt from disclosure under the deliberative process privilege

assistant: The best answer is C. holding that the disclosure is a public disclosure within the meaning of the fca if the the prior public disclosure contained enough information to enable the government to pursue an investigation against the defendant
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: in order to establish a § 1 violation”); Bepco, 106 F.Supp.2d at 828 (21.5 percent and 18.5 percent “fall short of any value presumed to be substantial and lie on the margin of what is considered to be significant”); R.J. Reynolds, 199 F.Supp.2d at 387-88, 391-92 (noting that the lowest coverage courts and commentators have found significant is 20 percent and that courts have found agreements covering up to 50 percent of the market to not be substantial). . Because the Project Avalanche agreements are not exclusive or otherwise anticompetitive, to survive summary judgment on Count VI Novell must raise a genuine issue about whether the per system and minimum purchase agreements between Microsoft and OEMs resulted in substantial foreclosure. But cf. R.J. Reynolds, 199 F.Supp.2d at 387-88 (<HOLDING>). However, Novell has not presented evidence Options: A. holding that phillip morris offering retailers discounts in exchange for advantageous advertising space was not exclusive dealing but nonetheless using the substantial foreclosure analysis typically used in exclusive dealing cases B. recognizing that course of dealing may establish limitation of damages as part of parties bargain in fact but finding record was devoid of any evidence to establish a prior course of dealing between parties C. holding that the trial court erred by imposing a duty of good faith on seattlefirst in relation to a course of dealing when that course of dealing conflicted with the express terms of the contract D. holding that claim for breach of good faith and fair dealing was precluded but only because there was not an express agreement between the parties E. holding anonymous tip that someone at the residence was dealing drugs did not amount to anything the tip was never substantiated and none of the occupants were ever charged with drug dealing

assistant: The best answer is A. holding that phillip morris offering retailers discounts in exchange for advantageous advertising space was not exclusive dealing but nonetheless using the substantial foreclosure analysis typically used in exclusive dealing cases
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrower will, and will cause each of its Subsidiaries to, maintain with financially sound and reputable carriers (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained. Within thirty (30) days after the Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent endorsements (x) to all “All Risk” physical damage or casualty insurance policies in respect of Collateral naming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies naming the Administrative Agent an additional insured. In the event the Borrower or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Administrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of the Obligations, payable as provided in 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: The Executive will be paid a base salary at the initial rate of $225,000.00 per year (the “ Base Salary ”). Base Salary shall be subject to annual review for additional increase, but not decrease, in the sole discretion of the Board. The Base Salary will be payable in equal periodic installments in accordance with Reed’s customary payroll practices.

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 case excerpt and choose the best holding from the options. Case excerpt: who accepted the plea becomes unavailable, there is no automatic right for the defendant to withdraw his or her plea unless the evidence demonstrates that the identity of the sentencing judge was a material element in the defendant’s decision to plead guilty). Additionally, courts in other jurisdictions have also declined to conclude that a defendant has an absolute right to be sentenced by the judge who accepted the plea. As stated by the United States Court of Appeals for the Eighth Circuit, “there is no independent federal right to be sentenced by the same judge that took a guilty plea and [we] find no constitutional provision that guarantees such a right.” Taylor v. Bowersox, 329 F.3d 963, 969 (8th Cir. 2003); see also United States v. Russell, 116 F.2d 955, 959 (11th Cir. 1985) (<HOLDING>); United States v. Pizzo, 453 F.2d 1063, 1065 Options: A. holding that a defendant was not entitled to a relief under section 2255 when he asserted that the sentencing judge who was not the trial judge was influenced by the sentence imposed by the trial judge on a codefendant B. holding that the defendant is not entitled to be sentenced by the judge who took his plea when the judge made no promise to sentence him C. holding that the government must be held to a promise made to a defendant during plea negotiations if that promise induced the defendants guilty plea D. holding that party who had sought disqualification of the judge who heard his cause only from the assignment judge and not the judge himself could not appropriately raise recusal issue on appeal E. holding that when the defendant admitted that he pleaded guilty for reasons other than to have the judge who took his plea sentence him the defendant could properly be sentenced by a different judge

assistant: The best answer is B. holding that the defendant is not entitled to be sentenced by the judge who took his plea when the judge made no promise to sentence him
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In consideration of the issuance of the Convertible Notes and Warrants on the Closing Date, each Subscriber shall pay such Subscriber’s Purchase Price, as set forth on the corresponding signature pages hereto. The Purchase Price shall be payable to “Cross River Bank, as Escrow Agent.” The number of Warrant Shares eligible for purchase by each such Subscriber is set forth on the corresponding signature pages hereto. The Purchase Price will be allocated among the components of the Convertible Notes and Warrants so that each component of same will be fully paid and non-assessable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Payment of all reasonable out-of-pocket expenses required to be paid to the Administrative Agent on the Closing Date as agreed to in writing by the Borrower Representative and the Arrangers prior to the date hereof, in each case to the extent invoiced at least 3 Business Days prior to the Closing Date (or such later date as the Borrower Representative may reasonably agree).

assistant: Fees
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 proceeds of the Loans will be used by the Borrower in accordance with Section 2.15. Neither the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the provisions of regulations T, U, or X of the Federal Reserve Board.

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: Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or deposited with Federal Express Corporation, with shipping charges prepaid. In the case of the Executive, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: remember that shared or publicly available information may be used and re-shared by other users on spotify or across the web , so please use spotify carefully and be mindful of your account settings .

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 legal provision and list the applicable contract clause categories. Provision: The Revolving Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment No. 5, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was infringed by excessive limitations on cross-examination, we must determine whether that error was harmless beyond a reasonable doubt. United States v. Chandler, 326 F.3d 210, 224 (3d Cir.2003). Green argues that the judge’s demeanor at trial amounted to error because (1) Green was denied a fair trial when the judge’s hostility towards Green gave the jury the impression that he believed Green to be guilty; and (2) the judge should have sua sponte recused himself for bias against Green. We conclude that the District Judge’s conduct was not prejudicial. A great deal of the judicial conduct about which Green complains occurred outside of the presence of the jury and therefore could not have communicated anything to the jury. See United States v. Nobel, 696 F.2d 231, 237 (3d Cir.1982) (<HOLDING>); see also United States v. Beaty, 722 F.2d Options: A. holding that plaintiff must on his or her own initiative prove that the product reached him or her without substantial change B. recognizing that a trial judge must be vigilant not to let his or her tone or gestures indicate the judges view C. recognizing the range of discretion of the trial judge D. holding that asking defendant for identification was not a seizure absent evidence that the officer used language or a tone of voice indicating that compliance might be compelled E. holding that letters must indicate harassment or attempt to affect future proceedings

assistant: The best answer is B. recognizing that a trial judge must be vigilant not to let his or her tone or gestures indicate the judges view
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: Co., 55 Ill. App. 3d 91, 98 (1977). Moreover, if the promisee bargains with the promisor to render a performance directly to a third party, in nearly every case the promisee will have intended to benefit that third party. Fox Lake, 178 Ill. App. 3d at 911. Here, Advanced clearly stands to benefit from the contract between McCormick and Berbee. Thus, this court must determine from the language of the contract and the circumstances surrounding the parties whether the benefit to Advanced is direct or incidental. Although the intent of the parties must be determined on a case-by-case basis, the cases cited by the parties to this appeal provide examples on both sides of this issue. Courts have held that the benefit was direct in the following cases: (1) Carson Pirie Scott, 346 Ill. at 261 (<HOLDING>); (2) Resnik, 78 Ill. 2d at 386-87 (determining Options: A. holding prior to gonzaga that medicaid provision requiring nursing facilities to provide certain services was intended for the benefit of the recipients and not for the benefit of the facilities B. holding that the parties purchase agreement did not require a showing of prejudice for plaintiff to assert that defendant waived its claim for indemnification C. holding that where purchaser had taken possession and paid part of the purchase price the statute of frauds did not bar enforcement of a purchase agreement D. holding that a creditors pmsi in goods sold to debtors did not survive consolidation of the original installment contract with a later contract for the purchase of additional goods E. holding that an agreement to purchase certain goods from a named vendor and pay for them if the hotel company did not was for the direct benefit of the vendor

assistant: The best answer is E. holding that an agreement to purchase certain goods from a named vendor and pay for them if the hotel company did not was for the direct benefit of the vendor
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: Florida, where a recipient of money by mistake cannot show legal or equitable ground for retaining the money, it can be recovered. Ferguson v. Cotler, 382 So.2d 1315, 1316 (Fla. 5th DCA 1980). To permit Barry to retain the distributions would result in a windfall to him and a double obligation for the Fund. Barry argues that the theory of unjust enrichment is not available to a plaintiff who made a mistake of law. He argues that the parties had correct knowledge of the facts, but arrived at an incorrect conclusion of law that the distributions were not property of the estate. Although governed by a rule of law, 11 U.S.C. § 541, the determination of whether a particular asset is “property of the estate” involves a question of fact. See In re Thomas, 883 F.2d 991, 995-7 (11th Cir.1989) (<HOLDING>). The mutual mistake of Barry and the Fund that Options: A. holding clearly erroneous bankruptcy courts conclusion that mobile home was property of the estate B. holding bankruptcy courts finding of proximate causation not to be clearly erroneous C. recognizing that factual findings were clearly erroneous where the record before the court was simply devoid of any basis for the district courts conclusion D. holding that the trial courts conclusion regarding an easement of necessity was clearly erroneous E. holding that bankruptcy court is without jurisdiction to control disposition of chapter 13 debtors property that is not property of the bankruptcy estate unless the property is related to the bankruptcy proceedings of the code

assistant: The best answer is A. holding clearly erroneous bankruptcy courts conclusion that mobile home was property of the estate
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 terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before February 23, 2018; provided , however , that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

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 legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section, New Lenders pursuant to Section 2.7 or Section 2.8 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with GAAP (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements in the SEC Filings, the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business which, under GAAP, are not required to be reflected in the financial statements included in each SEC Filing and which, individually or in the aggregate, are not material to the business or financial condition of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder not withstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall have the right to require a person entitled to receive the Restricted Stock to pay the Company the amount of any taxes which the Company is or will be required to withhold with respect to such Restricted Stock (either upon vesting or upon the filing of any election under Section 83(b) of the Code with respect to the Restricted Stock) before such Restricted Stock is evidenced by a book entry account.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Pledgor agrees that, from time to time upon the written request of Lender, Pledgor will execute and deliver such further documents and do such other acts and things as Lender may reasonably request in order fully to effect the purposes of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Copies of originals, including copies delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for purposes of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive hereby represents and warrants to the Company that (i) the execution, delivery and full performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject; and (ii) upon the execution and delivery of this Agreement by the Executive and the Company, this Agreement will be the Executive’s valid and binding obligation, enforceable in accordance with its terms.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Partnership Entities carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. No Partnership Entity has any reason to believe that it will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. None of the Partnership Entities has been denied any insurance coverage which it has sought or for which it has applied.

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: This Release, together with the Transition Agreement, contains the entire understanding of the Parties as to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company and each of its subsidiaries (as defined in Section 20(b) ) have been duly organized and are validly existing as corporations or other legal entities in good standing (or the foreign equivalent thereof) under the laws of their respective jurisdictions of organization. The Company and each of its subsidiaries are duly qualified to do business and are in good standing as foreign corporations or other legal entities in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification and have all power and authority (corporate or other) necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authority would not (i) have, singularly or in the aggregate, a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, or (ii) impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by this Agreement or the Prospectus (any such effect as described in clauses (i) or (ii), a “ Material Adverse Effect ”). The subsidiaries listed in Schedule 4 to this agreement are the only Significant Subsidiaries (as defined in Section 6(gg) ).

assistant: Organizations
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 Litigation is pending or, to the knowledge of Borrower, threatened by or against Borrower or against its properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect. Except as set forth in Disclosure Schedule 3.11 , as of the Closing Date there is no Litigation pending or threatened against Borrower that seeks damages in excess of $10,000 or injunctive relief, or that alleges criminal misconduct of Borrower. Borrower shall notify Lender promptly in writing upon learning of the existence, threat or commencement of any Litigation against Borrower or any allegation of criminal misconduct against Borrower.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 4.3 you must provide accurate , current and complete information during the registration process and keep your airbnb account and public airbnb account profile page information up-to-date at all times .

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 legal provision and list the applicable contract clause categories. Provision: From and after the Exchange Date, each holder of a Preferred Share (each, a “ Holder ” and collectively, the “ Holders ”) shall be entitled to receive dividends (and including any accrued and unpaid Dividends (as defined in the Series B-2 Certificate of Designations), “ Dividends ”), which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in shares of Common Stock or cash on the Stated Value (as defined below) of such Preferred Share, at the Dividend Rate (as defined below), which shall be cumulative and shall continue to accrue and compound monthly whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year. Dividends on the Preferred Shares shall commence accumulating on the Initial Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Accrued and unpaid dividends from the Initial Issuance Date through and including April 1, 2017 shall increase the Stated Value hereunder on a daily basis (and including any Capitalized Dividends (as defined in the Series B-2 Certificate of Designations), the “ Capitalized Dividends ”). Dividends shall be payable quarterly in arrears on the first day of the applicable quarter (each, a “ Dividend Date ”) with the first Dividend Date being July 1, 2017, except that any dividend not paid in Common Stock due to an Equity Conditions Failure or the provisions of Section 4(d) shall, at the Company’s election, be paid in cash (except as limited by a requirement of the Senior Loan Agreement) or shall accrue and increase the Stated Value . If a Dividend Date is not a Business Day (as defined below), then the Dividend shall be due and payable on the Business Day immediately following such Dividend Date. For the avoidance of doubt, on the Exchange Date, (x) all accrued and unpaid Dividends (as defined in the Series B-2 Certificate of Designations) on each Series B-2 Preferred Share shall automatically be deemed accrued and unpaid Dividends (as defined herein) for each corresponding Preferred Share hereunder and (y) all Capitalized Dividends (as defined in the Series B-2 Certificate of Designations) with respect to each Series B-2 Preferred Share shall automatically be deemed Capitalized Dividends (as defined herein) for each corresponding Preferred Share hereunder.

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 case excerpt and choose the best holding from the options. Case excerpt: phrase “for pecuniary profit.” Child Protection Act of 1984, § 5(a)(5), Pub.L. No. 98-292, 98 Stat. 204 (1984). The House Report that accompanied the amendment explained that “[s]ince the harm to the child exists whether or not those who initiate or carry out the schemes are motivated by profit, the Subcommittee found a need to expand the coverage of the Act by deleting the commercial purpose requirement.” H.R.Rep. No. 98-536, at 2-3 (1983), reprinted in 1984 U.S.C.C.A.N. 492, 493-94. And it is clear that Congress can regulate the interstate or foreign transportation of goods, including child pornography, regardless of whether there was a commercial purpose for it. Cf. United States v. 12,200-Ft. Reels of Super 8MM. Film, 413 U.S. 123, 125, 93 S.Ct. 2665, 2667, 37 L.Ed.2d 500 (1973) (<HOLDING>); Cleveland v. United States, 329 U.S. 14, 18, Options: A. holding that congress can constitutionally prohibit the importation of obscene material from abroad even if it is imported for personal use rather than for commercial distribution B. holding that a charge for the use of a public wharf was a user fee rather than a tax for constitutional purposes C. holding that effect of suit rather than the purpose for which it was brought is controlling for purposes of the fifth factor D. holding that it is the conduct required to obtain a conviction rather than the consequences resulting from the crime that is relevant E. holding drugs purchased for personal use should not be included as relevant conduct when conviction is for distribution of controlled substance

assistant: The best answer is A. holding that congress can constitutionally prohibit the importation of obscene material from abroad even if it is imported for personal use rather than for commercial distribution
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 interest rate of any loan described herein must not be in excess of a reasonable rate of interest. In determining what is a reasonable rate of interest, all relevant factors will be considered including the amount and duration of the loan, the security and guarantee (if any) involved, the credit standing of the Plan and Trust Fund and the guarantor (if any), and the interest rate prevailing for comparable loans. A variable interest rate is permissible if determined to be reasonable.

assistant: Interests
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: If it is appropriate to adjudicate Murphy not guilty of that charge, it may do so. If not, it must adjudicate and sentence him for that crime. Murphy v. State, 16 So.3d 269 (Fla. 5th DCA 2009) (citations and footnote omitted). Judge Griffin concurred specially with the following opinion: The trial court appeared to be uncertain about the double jeopardy issue in this case, which was understandable given the uncertain state of the law. Since this case was decided, however, the Florida Supreme Court issued its decision in State v. Meshell, 2 So.3d 132 (Fla.2009), which may inform the trial court’s decision on remand. In this case, count one charged capital sexual battery, alleging that defendant’s penis had union with the victim’s vagina. Defendant was found guilty of attempted s 1997) (<HOLDING>). Here, the proceedings before the trial court Options: A. holding that probation is not a sentence B. holding that where there is a discrepancy between the written sentence and the oral pronouncement of sentence the latter prevails C. holding that courts written sentence must conform to oral pronouncement D. holding that a trial courts changing of the written sentence to conform with the oral pronouncement of sentence is ministerial E. holding that entering a written sentence where none exists is ministerial

assistant: The best answer is E. holding that entering a written sentence where none exists is ministerial
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 subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such exchange; (ii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representative, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).

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 legal provision and list the applicable contract clause categories. Provision: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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: applied to non-arrest situations was pending on review in the Florida Supreme Court in Tillman v. State, 934 So.2d 1263 (Fla.2006). After this court per curiam affirmed petitioner’s convictions, the Florida Supreme Court ruled in Tillman that section 776.051(1) did not apply to non-arrest situ ations, such as the unlawful detention arising from the illegal traffic stop in this case. Although appellate counsel cited Tillman in the initial brief and noted that the supreme court had granted review in that case, counsel failed to request, under Florida Rule of Appellate Procedure 9.330(a), a written opinion or citation opinion that would have permitted the Florida Supreme Court to exercise jurisdiction over our decision in the direct appeal. See Jollie v. State, 405 So.2d 418 (Fla.1981) (<HOLDING>). On direct appeal, the State relied on Options: A. holding that a district court opinion which cites as controlling authority a decision that is either pending review in or has been reversed by this court continues to constitute prima facie express conflict and allows this court to exercise its jurisdiction B. holding that a district court of appeal opinion which cites as controlling authority a decision that is either pending review in or has been reversed by the court constitutes prima facie express conflict and allows the court to exercise its discretionary jurisdiction C. holding a per curiam affirmance from a florida district court of appeal is not renewable by the florida supreme court D. holding that district court opinion which cites controlling authority that is pending review in florida supreme court allows supreme court to exercise jurisdiction E. holding that the supreme court will not issue advisory opinion on issue not before the court

assistant: The best answer is D. holding that district court opinion which cites controlling authority that is pending review in florida supreme court allows supreme court to exercise jurisdiction
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: An Assignment, Assumption, and Release of each of the Head Leases from the Sellers in the form of Exhibit N attached hereto and by this reference incorporated herein (together, the “ Head Lease Assignments ”), or, if the Head Lease Acceptance Notice is not delivered pursuant to the terms hereof, reasonable evidence satisfactory to the Purchaser that the Head Leases have been fully and finally surrendered prior to the Closing Date in a manner acceptable to the Purchaser, acting reasonably.

assistant: Assignments