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

user: Read the legal provision and list the applicable contract clause categories. Provision: All obligations of Customer and Supplier that expressly or by their nature survive the expiration or termination of this Agreement, including the obligation of either party to pay any amounts accrued hereunder, will continue in full force and effect beyond the expiration or termination of this Agreement and until they are satisfied or by their nature expire.

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 case excerpt and choose the best holding from the options. Case excerpt: design fee. Defendant argues that the special master erred in allowing plaintiffs to recover the design fees, for two reasons: (1) that defendant did not violate the architectural licensing statute because 26 YS.A. § 124(a)(5)(A) exempts design services for detached single-family dwellings from the provisions of the statute, and (2) that the licensing statute does not authorize the recovery of design fees as a penalty for violation. We address only the second issue, which is dispositive of the appeal. For several reasons, we do not permit recovery of design fees for a violation of the architectural licensing statute, 26 YS.A. § 122(a). First, the licensing statute itself does not authorize recovery of fees. See In re Lake Providence Properties, Inc., 168 B.R. 876, 881 (W.D.N.C. 1994) (<HOLDING>). The Vermont architectural licensing statute Options: A. holding failure to comply with 851b was harmless error in part because defendant did not comply with 851c procedures for challenging prior convictions B. holding that termination of parental rights may be supported by past neglect in addition to failure to sub stantially comply with performance agreement C. holding that court would not impose penalties for failure to comply with licensing requirements in addition to those specifically set out in statute D. holding that absent extraordinary circumstances a failure to comply with the statute requires a dismissal with prejudice E. holding that dismissal for failure to comply with discovery orders is on the merits

assistant: The best answer is C. holding that court would not impose penalties for failure to comply with licensing requirements in addition to those specifically set out in statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the authorization, sale, issuance and delivery of the Notes, the shares of the Company’s capital stock issuable on conversion thereof, and the performance of all obligations of the Company hereunder and thereunder has been taken or will be taken prior to the Initial Closing, except that the Company has not obtained the necessary corporate approval for the authorization of any shares of Next Equity Securities. This Agreement and the Notes, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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 case excerpt and choose the best holding from the options. Case excerpt: It would be difficult to reconcile how a defendant under those circumstances would be entitled only to a new trial while a defendant raising the statute of limitations for the first time on appeal would be entitled to discharge. 24 . Anomalously, a rule permitting a defendant to raise this issue for the first time on appeal would prevent the State from establishing, for example, that the State and defendant had expressly agreed to extend the statute of limitations in exchange for forbearance of charges while the parties attempted to negotiate a resolution in which defendant would enter into a pretrial diversion program. See, e.g., Doyle v. State, 783 So.2d 295 (Fla. 1st DCA 2001); Lowe v. State, 501 So.2d 79 (Fla. 5th DCA 1987); United States v. Wild, 551 F.2d 418 (D.C. Cir. 1977) (<HOLDING>). 25 . A defendant who has waived the statute Options: A. 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 B. holding that tolling of the statute of limitations was not tolled during the pendency of a claim dismissed without prejudice for want of prosecution C. holding defendant could validly waive statute of limitations in effort to prevent being indicted during the completion of plea negotiations with the prosecution D. holding that defendant did not waive its statute of limitations defense by failing to cite the specific statute in its answer E. holding rules 410 and 174f preclude impeaching defendant with statements made in the expectation of a plea agreement including document signed during plea negotiations

assistant: The best answer is C. holding defendant could validly waive statute of limitations in effort to prevent being indicted during the completion of plea negotiations with the prosecution
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 signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or pdf transmission shall be effective as delivery of a manually executed counterpart.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of a school board’s failure to prevent one student from shooting another, where the board lacked knowledge that the shooter had a gun or that the victim was in particular danger); Thames v. Bd. of Educ., 269 Ill.App.3d 210, 206 Ill.Dec. 440, 645 N.E.2d 445, 449-50 (1994) (same). On the other hand, a school district with unique knowledge that one of its teachers or students poses a particular threat to another student may acquire a duty to protect. See Ortega-Piron, 289 Ill.Dec. 642, 820 N.E.2d at 423-24 (recognizing a willful and wanton claim for the school board’s failure to prevent a known sexually aggressive student from assaulting a known mentally disabled student); Green v. Carlinville Cmty. Unit Sch. Dist. No. 1, 381 Ill.App.3d 207, 320 Ill.Dec. 307, 887 N.E.2d 451, 456 (2008) (<HOLDING>); Doe v. Dimovski, 336 Ill.App.3d 292, 270 Options: A. holding that a school district was not liable for sexual molestation of plaintiffs daughter by a teacher even though the acts occurred on school property and during school hours B. holding that no special relationship existed between the school and student C. holding that a school district owed the highest degree of care to a student on a school bus such that the district could be liable for the sexual abuse of the student by the school bus driver D. holding that a students private school tuition should be reimbursed where parent did not unilaterally place student in private school because the school district tacitly consented to the private school attendance before proposing a different placement E. holding that the district was not liable under respondeat superior for a teachers sexual assault of a student even though it occurred on school grounds and during school hours because the criminal misconduct was not within the scope of the teachers employment

assistant: The best answer is C. holding that a school district owed the highest degree of care to a student on a school bus such that the district could be liable for the sexual abuse of the student by the school bus driver
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: qualified immunity from those claims, but arrive at that conclusion by a different route. Determining whether an officer had reasonable suspicion to conduct an investigatory stop can be a tricky proposition, particularly when one of the factors motivating the stop was, as in this case, the race of the suspects. Race is of little value in distinguishing one suspect from others, particularly where everyone in the pool of possible suspects is of the same race. See United States v. Montero-Camargo, 208 F.3d 1122, 1135 (9th Cir.2000) (en banc) (observing that where most people who transverse a checkpoint are His panic, the fact that a particular person transversing it is Hispanic is of little value in establishing reasonable suspicion); Morgan v. Woessner, 997 F.2d 1244, 1254 (9th Cir.1993) (<HOLDING>). But race is a trait that, when combined with Options: A. holding that a tip may provide the reasonable suspicion necessary to justify an investigatory stop B. holding that a tip to look out for a black person without more does not give rise to reasonable suspicion to stop anyone C. holding that an anonymous tip that a person is carrying a gun without any corroborating evidence did not provide reasonable suspicion of criminal wrongdoing justifying the officers stop and frisk of that person D. holding that an officers reasonable mistake of law can give rise to the reasonable suspicion necessary to justify a traffic stop under the fourth amendment E. holding that a mere anonymous tip that a person is carrying a gun without any corroborating evidence does not provide a reasonable suspicion of criminal wrongdoing justifying the officers stop and frisk of that person

assistant: The best answer is B. holding that a tip to look out for a black person without more does not give rise to reasonable suspicion to stop anyone
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of remand — a time that may or may not present exigencies permitting an exception to disqualification under Rule 3.7. For the reasons set forth above, we reverse and remand for further proceedings consistent with this opinion. So ordered. 1 . Francis Wagner died on April 14, 1999. 2 . Mr. Wagner sued for loss of consortium. 3 . On March 8, 2001, this court affirmed the dismissal against Dr. Kobrine but reversed the judgment in favor of Georgetown, remanding with instructions that Mrs. Wagner’s lack of informed consent claim could proceed against the hospital. Wagner v. Georgetown Univ. Med. Ctr., 768 A.2d 546 (D.C.2001). 4 .See Wagner, 768 A.2d at 564-65. 5 . Actually, the court inadvertently disqualified defendants’ counsel instead of Camenisch. I 673 S.W.2d 860, 864-65 (Tenn.1983) (<HOLDING>); MALLEN & SMITH, LEGAL MALPRACTICE, § 22.12, Options: A. holding that district court did not abuse its discretion in determining that motion to set aside default made at least seven months after defendant learned of entry of default was not made within a reasonable time B. holding bondholders injured at time of default not when lawsuit concluded against grantors C. holding that the point of accrual is better linked to a time at which the indemnitee is injured not the time at which the original plaintiff was injured D. holding that risk must be measured at the time the lawsuit is filed E. holding that trial court must make entry of default prior to entry of default judgment and court may not make entry of default when there is no default in law or in fact

assistant: The best answer is B. holding bondholders injured at time of default not when lawsuit concluded against grantors
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: Comstock shall be responsible for its share of the Nevada net proceeds of minerals taxes and similar taxes enacted in the future based on the royalty. Comstock shall not be responsible for property taxes or similar taxes assessed against the Lucerne Properties.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The capitalization of Company is as described in Company’s most recently filed Public Report and Company has not issued any share capital since such filing. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents which has not been waived or satisfied. Except as a result of the subscription for the Note, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Shares, or contracts, commitments, understandings or arrangements by which Company or any Subsidiary is or may become bound to issue additional Common Shares or securities convertible into or exercisable for Common Shares. The issuance of the Note will not obligate Company to issue Common Shares or other securities to any Person, other than Subscriber, and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange, or reset price under such securities. All of the outstanding shares in the capital of Company are validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in Section II.D.3 above, no further approval or authorization of any shareholder, the Board of Directors of Company or others is required for the issuance of the Note. There are no shareholder agreements, voting agreements or other similar agreements with respect to Company’s share capital to which Company is a party or, to the knowledge of Company, between or among any of Company’s shareholders.

assistant: Capitalization
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 Section 13 of the Term Sheet referenced in Section 7.7 above , embodies the entire agreement and understanding between the parties relating to the subject matter hereof and there are no covenants, promises, agreements, conditions or understandings, oral or written, except as herein set forth.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: matter designated to the trial court." Ford v. Culp Custom Homes, Inc., 731 N.E.2d 468, 472 (Ind.Ct.App.2000), trams. denied. Thus, we may affirm the trial court's denial of the Association's motion for summary judgment if it sustainable on either basis. We conclude that the denial of the Asso-clation's motion for summary judgment if it is sustainable on the basis of laches. After the Association filed its motion for summary judgment, McGlothin responded by arguing, in part, that the Association lost the right to injunctive relief through "waiver, lashes [sic], or similar conduct." Appellant's Appendix at 76. The trial court denied the Association's motion for summary judgment, in part, because it found that genuine issues of material fact existed d 70, 73 n. 1 (Ind.Ct.App.1994) (<HOLDING>), reh'g demied. The Association makes no other Options: A. holding that the rules of procedure are structured to provide the nonmovant with substantially more time for filing affidavits than the moving party because the nonmoving party should have an opportunity to examine and reply to the moving partys papers before the court considers them B. holding that the affidavit in question did not satisfy the burden of the party moving for summary judgment where affiants eonclusory statement failed to indicate personal knowledge of the circumstances in question and personal knowledge could not be reasonably inferred from the contents of the affidavit C. holding party did not waive right to arbitrate despite moving to dismiss and moving for summary judgment on opponents claim D. recognizing that the burden on summary judgment shifts to the nonmoving party once the moving party has met its initial responsibility of showing the absence of a triable issue of fact and that the moving party is entitled to summary judgment if the nonmoving party fails to make a sufficient showing on an essential element of the case E. holding that the party moving for summary judgment waived its argument that the opposing partys affidavit should not be considered because the moving party never objected to the timeliness of the affidavit to the trial court

assistant: The best answer is E. holding that the party moving for summary judgment waived its argument that the opposing partys affidavit should not be considered because the moving party never objected to the timeliness of the affidavit to the trial court
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: law. See Miller v. Wolpoff & Abramson, L.L.P., 321 F.3d 292, 300 (2d Cir.2003). In determining whether there are genuine issues of material fact, we are “required to resolve all ambiguities and draw all permissible inferences in favor of the party against whom summary judgment is sought.” Terry v. Ashcroft, 336 F.3d 128, 137 (2d Cir.2003) (internal quotation marks omitted). However, “conclusory statements or mere allegations [are] not sufficient to defeat a summary judgment motion.” Davis v. New York, 316 F.3d 93, 100 (2d Cir.2002). This Court has analyzed plaintiffs’ ADEA claims by applying a burden-shifting framework. See McDonnell Douglas Corp. v. Green, 411 U.S. 792, 802, 93 S.Ct. 1817, 36 L.Ed.2d 668 (1973); Byrnie v. Town of Cromwell, Bd. of Educ., 243 F.3d 93, 101 (2d Cir.2001) (<HOLDING>). “To establish a prima facie case of age Options: A. holding race and gender discrimination claim barred B. holding that the same standard applies to claims of discrimination based upon gender and age C. holding that a plaintiff could not assert a 1981 claim based on gender discrimination D. holding that plaintiff failed to exhaust administrative remedies for her gender discrimination claim because she only checked the boxes for age discrimination and retaliation E. holding that same standard applies to equal pay act and title vii wage discrimination claims

assistant: The best answer is B. holding that the same standard applies to claims of discrimination based upon gender and age
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions (including deductions and withholdings applicable to additional sums payable under this Section) the Administrative Agent, each Lender or each Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholding been made.

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: Immediately following the making of each Loan made on the Effective Date (assuming the full amount of the Initial Term B Loan Commitment is drawn on the Effective Date) and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the Borrower (on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities, subordinate, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower (on a consolidated basis with its Subsidiaries) will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, as such debts and other liabilities become absolute and matured; (c) the Borrower (on a consolidated basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinate, contingent or otherwise as they become absolute and matured; and (d) the Borrower (on a consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to conduct its business as such business is now conducted and is proposed to be conducted following the Effective Date.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: in effect, it is unrelated to the range of the defendant's punishments. Unlike parole, probation, or the length of imprisonment, the requirement to register as a sex offender is beyond the control of the trial court. The judge has no discretion whatsoever in determining whether the defendant will have to comply with registration statutes; instead, it is a legal obligation, predetermined by the legislature, placed on those convicted of particular crimes and is an automatic operation of statute. Similar to the consequence of losing one's driver's license or the right to possess a firearm, the registration requirement is intended to act not as a criminal punishment but as a prophylactic civil remedy. See, eg., Smith v. Doe, 538 U.S. 84, 95-96, 123 S.Ct. 1140, 155 L.Ed.2d 164 (2003) (<HOLDING>); United States v. Carel, 668 F.3d 1211, 1213 Options: A. holding that alaskas registration requirement was a civil remedy and nonpunitive B. holding that an additional remedy does not constitute an additional requirement C. holding that a hearing would serve no purpose because the registration act and notification law subject all sex offenders as defined by the registration act to the registration and notification provisions and law enforcement authorities have no discretion to determine which offenders would be exposed to public dissemination D. holding that the postmark on the registration application was the determining factor when a registration is subsequently approved E. holding copyright statutes registration requirement a nonjurisdictional condition although previously held to be jurisdictional

assistant: The best answer is A. holding that alaskas registration requirement was a civil remedy and nonpunitive
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 amended at any time by mutual agreement of the parties without additional consideration, provided that before any amendment shall become effective, it shall be reduced to writing and signed by the parties. Notwithstanding the foregoing, should any provision of this Agreement be in conflict with a governing State or federal law, it shall be deemed amended accordingly.

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: The failure of the Borrower to comply with any term of this Agreement shall constitute an Event of Default under the Credit Agreement. In addition, the Borrower shall reimburse the Administrative Agent and the Lenders (and any agent or representative of the Administrative Agent or the Lenders) for any expenses incurred by the Administrative Agent or the Lenders (or such agent or representative of the Administrative Agent or the Lenders) in protecting or enforcing their rights under this Agreement, including, without limitation, reasonable attorneys’ fees.

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: all of the requested documents meet that definition however. That is an issue for the trial court to resolve when it reconsiders Gulfcoast’s objections. We next address the issue of the trial court’s failure to perform a balancing test or conduct an in camera review. “When a party asserts the need for protection against disclosure of a trade secret, the court must first determine whether, in fact, the disputed information is a trade secret [which] usually requires the court to conduct an in camera review.” Summitbridge Nat’l Invs. v. 1221 Palm Harbor, L.L.C., 67 So.3d 448, 449 (Fla. 2d DCA 2011) (citing Ameritrust Ins. v. O’Donnell Landscapes, 899 So.2d 1205, 1207 (Fla. 2d DCA 2005)); see also Westco, Inc. v. Scott Lewis’ Gardening & Trimming, 26 So.3d 620, 622 (Fla. 4th DCA 2009) (<HOLDING>). This court has previously held that internal Options: A. holding that where a party claims a document is privileged and the trial court fails to conduct an in camera review or balancing test the trial court has departed from the essential requirements of the law B. holding that the trial court properly added a party defendant to conform to the evidence presented at the trial C. holding that the proper test for balancing national security interests with a persons due process rights is the mathews balancing test D. recognizing that a party cannot complain on appeal that the trial court considered an issue that that party consented to submit to the trial court E. holding that in eases where the state fails to disclose to the defendant prior to trial the substance of any oral statement allegedly made by the defendant then the state has committed a discovery violation and the trial court must conduct a richardson hearing upon learning of the possible violation

assistant: The best answer is A. holding that where a party claims a document is privileged and the trial court fails to conduct an in camera review or balancing test the trial court has departed from the essential requirements of the law
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of counsel issues. The Sixth Amendment has been interpreted as guaranteeing the right to effective assistance of counsel. McMann v. Richardson, supra. In following this mandate, the' majority of the circuits hold that the Sixth Amendment requires that assistance of counsel be measured against a standard higher than “sham and mockery” and rise to the level of reasonably competent assistance of counsel. The move toward this more demanding standard has been slowly evolving. Indeed it is our belief that even though courts in this circuit have articulated the “sham and mockery” test, they have been in fact applying the more stringent “reasonably competent” test, and that formal adoption of this standard represents a change in name. See Beckett v. Hudspeth, 131 F.2d 195 (10th Cir. 1942) (<HOLDING>). It seems appropriate, nevertheless, to Options: A. holding that the sixth amendment right to counsel embodies the right to effective assistance of counsel B. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel C. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel D. holding the sixth amendment guarantees the effective assistance of counsel at all stages of a criminal proceeding including during the plea process E. recognizing that the sixth amendment guarantees the right to effective assistance of counsel

assistant: The best answer is E. recognizing that the sixth amendment guarantees the right to effective assistance of counsel
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: uses from changes made in municipal zoning ordinances. It does not protect those uses from changes made in state regulatory statutes. Thus, we agree with the commentators who noted: [T]he protection afforded to pre-existing nonconforming uses by 40:55D-68 only protects such a use from prohibition pursuant to the zoning ordinance. The fact that a use is deemed to be permitted as a pre-existing nonconforming use pursuant to 40:55D-68 does not give that use immunity from the requirements imposed by other state laws and regulations that preempt the MLUL. [William M. Cox & Donald M. Ross, New Jersey Zoning and Land Use Administration § 11-1.2, at 236 (2000).] See also Mt. Bethel Humus Co. v. New Jersey Dep’t of Envtl. Protection, 273 N.J.Super. 421, 427-28, 642 A.2d 415 (App.Div.1994) (<HOLDING>); Uncle v. New Jersey Pinelands Comm’n, 275 Options: A. holding that the ordinary concept of use as applied in determining the existence of a nonconforming use must yield to the realities of the business in question and the nature of its operations B. holding written judgment must conform to oral pronouncement C. holding that deprivation of property must conform to due process principles D. holding that preexisting nonconforming use must conform with requirements of subsequentlyenacted freshwater wetlands protection act E. holding that pinelands commission regulation adopted pursuant to pinelands protection act act trumped mluls preexisting nonconforming use protection because act expressly provided that its implement ing regulations superseded mlul when there was a conflict

assistant: The best answer is D. holding that preexisting nonconforming use must conform with requirements of subsequentlyenacted freshwater wetlands protection act
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, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents that act in any capacity in connection with the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws in all material respects. None of (a) the Borrower, any Subsidiary or, to the knowledge of Borrower, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that act in any capacity in connection with the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions Laws.

assistant: Anti-Corruption 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: light of City of Jackson, it is clear that Xerox is no longer good law insofar as it holds that the “business necessity” test governs ADEA disparate-impact claims. B. It remains to apply the “reasonableness” test to plaintiffs’ disparate-impact claims, which survived application of the “business necessity” test in Meacham. First, we consider who bears the burden of persuasion with respect to the “reasonableness” of the employer’s proffered business justification under the ADEA disparate-impact framework. The best reading of the text of the ADEA — in light of CHy of Jackson and Wards Cove— is that the plaintiff bears the burden of persuading the factfinder that the employer’s justification is unreasonable. See Pippin v. Burlington Res. Oil & Gas Co., 440 F.3d 1186, 1200 (10th Cir.2006) (<HOLDING>). The following considerations lead us to that Options: A. holding that once the employee makes its prima facie showing the burden then shifts to the employer to prove that legitimate reasons supported the termination B. holding that the court may presume it has jurisdiction over a case once the plaintiffs initial burden of establishing jurisdiction has been satisfied C. holding that the district court erred in failing to consider all of the employers proffered evidence of legitimate business reasons for the plaintiffs termination D. holding that under city of jackson once employer has satisfied burden of producing evidence of legitimate business justification to prevail employee must ultimately persuade the factfinder that the employers asserted basis for the neutral policy is unreasonable E. holding attendance problem was a legitimate basis for an employers termination of an employee

assistant: The best answer is D. holding that under city of jackson once employer has satisfied burden of producing evidence of legitimate business justification to prevail employee must ultimately persuade the factfinder that the employers asserted basis for the neutral policy is unreasonable
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 proceeds of Revolver Loans shall be used by the Borrowers solely (a) to issue standby or commercial letters of credit, and (b) to finance ongoing working capital needs and other lawful general corporate purposes of the Borrowers and their Restricted Subsidiaries. No part of the proceeds of any Loan shall, nor shall any Letter of Credit, in any case, be used directly or indirectly in violation of any Anti-Terrorism Laws or Sanctions.

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 Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Optionee’s personal data as described in this Agreement and any other Award grant materials by and among, as applicable, the Employer, the Company and any other subsidiary for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall defend and indemnify members of the Board, officers and Employees of the Company or of a Parent or Subsidiary whom authority to act for the Board, the Administrator or the Company is delegated (" Indemnitees ") to the maximum extent permitted by law against (i) all reasonable expenses, including reasonable attorneys' fees incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein (collectively, a " Claim "), to which any of them is a party by reason of any action taken or failure to act in connection with the Plan, or in connection with any Award granted under the Plan; and (ii) all amounts required to be paid by them in settlement the Claim (provided the settlement is approved by the Company) or required to be paid by them in satisfaction of a judgment in any Claim. However, no person shall be entitled to indemnification to the extent he is determined in such Claim to be liable for gross negligence, bad faith or intentional misconduct. In addition, to be entitled to indemnification, the Indemnitee must, within 30 days after written notice of the Claim, offer the Company, in writing, the opportunity, at the Company's expense, to defend the Claim. The right to indemnification shall be in addition to all other rights of indemnification available to the Indemnitee.

assistant: Indemnifications
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: to help everyone feel safe and to maintain that positive environment , we require everyone to agree to , and follow , these rules ( the `` community guidelines '' ) when posting user-generated content and using the services .

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: of the deeds executed each year. When the intent of the grantor is clear, as here, neither the trial court nor this court can ignore the rights created by the express grant. See Seastrunk v. Walker, 156 S.W.2d 996, 997 (Tex.Civ.App.—Waco 1941, writ ref’d w.o.m.). He intended the easements to be “[appurtenant] to the lands and premises [therein] described”— i.e., appurtenant to the estates described in the deeds to his children. Thus, interpreting all of the deeds executed in the same year as one instrument, we hold as a matter of law that B.D. Douthitt created by express grant an easement in Donna and Cameron to cross James’ property. The easements are appurtenant to Donna’s and Cameron’s tracts. See Stuart v. Larrabee, 14 S.W.2d 316, 319 (Tex.Civ.App.—Beaumont 1929, writ ref’d) (<HOLDING>). LOCATION That B.D. Douthitt left the exact Options: A. holding same as to an implied easement appurtenant B. holding that the burden on the servient estate cannot be increased without the consent of the owners of the servient estate and that the owner of the dominant estate to which the appurtenant easement is attached has no power to convey or expand use of that easement in connection with a tract of land owned by another C. holding that an easement appurtenant to a freehold estate of a dowager expired with that estate D. holding that an appurtenant easement is an incident of the estate granted and passes with it E. holding that an easement agreement and an unrecorded easement plan created an easement

assistant: The best answer is D. holding that an appurtenant easement is an incident of the estate granted and passes with it
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 would not reasonably be expected to have a Material Adverse Effect, each Credit Party and each Subsidiary thereof has, after giving effect to any extensions granted or grace periods in effect, duly filed or caused to be filed all federal, state and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party). Such returns accurately reflect in all material respects all liability for taxes of any Credit Party or any Subsidiary thereof for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 7.6 of the Disclosure Letter, there is no ongoing audit or examination or, to the knowledge of each of the Credit Parties and each Subsidiary thereof, other investigation by any Governmental Authority of the tax liability of any Credit Party or any Subsidiary thereof. No Governmental Authority has asserted in writing any Lien or other claim against any Credit Party or any Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Subsidiary thereof in respect of federal and other material taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Subsidiary thereof are in the judgment of the Borrower adequate, and the Borrower does not anticipate any material additional taxes or assessments for any of such years.

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 case excerpt and choose the best holding from the options. Case excerpt: third-party corporation and doctor for interference with some of Lovelace’s employment agreements. 2005-NMCA-097, ¶¶ 2, 6, 138 N.M. 70, 116 P.3d 861. {16} We are dealing with an attack on the validity or fairness of a merger negotiated by a corporation’s own directors. Here the claims for relief are against the directors for damages allegedly suffered by shareholders directly in the form of an unfair share price paid in order to merge the corporation out of existence. {17} Of particular concern, any derivative causes of action which may have existed before the merger are lost after the merger is consummated given the requirement for continuous ownership to maintain a derivative suit. See White ex rel. Banes Co. Derivative Action v. Banes Co., 116 N.M. 611, 614, 866 P.2d 339, 342 (1993) (<HOLDING>). If Plaintiffs claims are viewed as only Options: A. recognizing that a corporation is properly aligned as a defendant in a shareholder derivative suit when the corporation is in antagonistic hands B. holding that a shareholder who disposes of his shares loses standing to bring a derivative action no longer a shareholder in the corporation the defendant cannot maintain a derivative action on its behalf C. holding that a persons lack of standing to institute or maintain a derivative action on behalf of a texas corporation deprives texas courts of subjectmatter jurisdiction and the proper procedure is to dismiss the derivative action for lack of subjectmatter jurisdiction D. recognizing that the corporation is always deemed to be an indispensable party in a shareholder derivative action E. holding that in order to maintain a derivative cause of action a shareholder must maintain a continuous ownership interest in the corporation

assistant: The best answer is E. holding that in order to maintain a derivative cause of action a shareholder must maintain a continuous ownership interest in the corporation
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 replace defects in goods ... the buyer is deprived of the benefits of the limited remedy and it therefore fails its essential purpose. Defendant contends its warranty had expired before the machine malfunctioned, and the latent nature of the design defect does not toll the warranty period. Plaintiff asserts that defendant’s one-year warranty period is unenforceable. This is so, according to plaintiff, because the mold is undetectable for the first three years of operation and a one-year warranty period would cause the warranty to fail of its essential purpose. To support its contention that any express or implied warranties had expired before plaintiff experienced problems, defendant cites Buckeye Resources, Inc. v. DuraTech Indus. Int’l, Inc., 2011 WL 5190787, *3-4 (S.D.Ohio) (<HOLDING>); Sonner v. Mullinax Ford North Canton, Inc., Options: A. holding that lower court erred in dismissing express warranty claim but properly granted motion to dismiss implied warranty claims due to lack of privity between the plaintiff an enduser of a pos system and the manufacturer of the system B. holding that warranty claim accrued at tender where 180 day warranty on computer not a warranty for future performance as it involved a remedy only C. holding inter alia defendant breached implied warranty of merchantability where an express warranty regarding safety of goods was printed on package and where goods failed to conform to the express warranty D. holding plaintiffs were not foreclosed from pursuing ucc remedies outside of written warranty because warranty notice provision did not specify that the remedies provided were exclusive of any other remedy E. holding plaintiff was barred from seeking remedy because express warranty expired in accordance with time limits elucidated in the limited repair and replace warranty

assistant: The best answer is E. holding plaintiff was barred from seeking remedy because express warranty expired in accordance with time limits elucidated in the limited repair and replace warranty