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: Executive shall perform such officer level duties and have such officer level authority and responsibility as is usual and customary for a Chief Executive Officer, plus any additional officer level duties as may reasonably be assigned from time to time by the Board, including but not limited to providing services as an officer and/or as a member of the boards of directors to one or more of the Company’s subsidiaries or affiliates. Executive shall perform the duties and carry out the responsibilities assigned to Executive, to the best of his ability, in a trustworthy, businesslike and efficient manner for the purpose of advancing the business of the Company and shall comply with the Company’s policies and procedures, as generally in effect from time to time, in all material respects. Except as otherwise approved by the Board in writing, Executive shall devote substantially all of his business time to the performance of his duties under this Agreement.

assistant: Duties
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 by action of all the parties, by action taken or authorized by their respective Boards of Directors, but no amendment shall be made which the DGCL requires further approval by the shareholders of the Company without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

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 case excerpt and choose the best holding from the options. Case excerpt: “had been intellectually ‘slow’ all his life,” had difficulty understanding complex matters, and was on the “low range of the intelligent quotient scale,” as well as psychiatric testimony that he was competent to stand trial. This court determined that the waiver was valid. Id. at 177-78. We said: Merely because an accused exhibits equivocal signs of borderline mental deficiency, or may even be suffering from a mental illness at the precise time of the waiver, those facts alone may not automatically mandate a finding of incompetence to waive. Id at 178. Under Wold therefore, evidence of Camacho’s borderline mental deficiency alone does not automatically mandate a finding of incompetence to waive. Cf. Colorado v. Connelly, 479 U.S. 157, 164, 107 S.Ct. 515, 520, 93 L.Ed.2d 473 (1986) (<HOLDING>). The Iowa Supreme Court has held that mental Options: A. recognizing that this courts construction of a statute becomes as much apart of the statute as the words of the statute itself and that change is a matter that addresses itself to the general assembly not this court B. holding failure to retract an allegedly defamatory statement is not by itself adequate evidence of malice for constitutional purposes C. holding that mental condition by itself and apart from its relation to official coercion should not dispose of inquiring into constitutional voluntariness D. holding that the mothers mental condition was implicated in a dependency proceeding without further analysis E. holding that denial of a grievance by itself without any connection to the violation of constitutional rights alleged by plaintiff does not establish personal participation under 1983

assistant: The best answer is C. holding that mental condition by itself and apart from its relation to official coercion should not dispose of inquiring into constitutional voluntariness
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: After giving effect to the Loans to be made on the Funding Date and the disbursement of the proceeds of such Loans pursuant to the Borrowers' instructions, the Borrowers are Solvent.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, waiver, modification or discharge is agreed to in writing signed by the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. If the Employee files a claim for benefits under this Agreement with the Company, the Company will follow the claims procedures set out in 29 C.F.R. Section 2560.503-1.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: weapon ... is guilty of a felony ....”) and State v. Bland, 318 S.C. 315, 317, 457 S.E.2d 611, 612 (1995) ("Robbery is defined as the felonious or unlawful taking of money, goods or other personal property of any value from the person of another or in his presence by violence or by putting such person in fear.”) with S.C.Code Ann. § 16-13-30 (Supp.2000) ("Larceny of goods, chattels, instruments, or other personalty valued in excess of one thousand dollars is grand larceny.”) and State v. Keith, 283 S.C. 597, 598, 325 S.E.2d 325, 326 (1985) ("[L]arceny is the ‘felonious taking and carrying away of the goods of another’ against the owner’s will or without his consent.”) (quoting State v. Brown, 274 S.C. 48, 49, 260 S.E.2d 719, 720 (1979)). 4 . In pertinent part, the ind S.E.2d 499 (1979) (<HOLDING>); Ballew v. State, 262 S.C. 393, 204 S.E.2d 736 Options: A. recognizing petit and grand larceny as merely two separate degrees of larceny not elements of the offense B. recognizing the abolition of common law petit larceny with the 1866 enactment of a statute which defined petit larceny as simple larceny of goods below the value of 20 C. recognizing a charge of common law grand larceny as the basis of an action for malicious prosecution D. recognizing common law grand larceny as separate and distinct from the statutory offense of breaking and entering with intent to steal E. holding the same for malicious prosecution

assistant: The best answer is C. recognizing a charge of common law grand larceny as the basis of an action for malicious 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 and RSU Grant Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without giving effect to any otherwise governing principles of conflicts of law that would apply the Laws of another jurisdiction.

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: not be directly incriminating; a witness may assert the right to remain silent "[i]f the fact to which he is interrogated forms but one link in the chain of testimony which would convict him.” French v. Venneman, 14 Ind. 282, 283 (1860); cf. Blau v. United States, 340 U.S. 159, 71 S.Ct. 223, 95 L.Ed. 170 (1950) (reiterating chain of evidence test under Fifth Amendment). Indiana and federal law regulating immunized witnvqqvt: arp nbr, parallel Compare In re Caito, 459 N.E.2d 1179 (Ind.1984); Overman v. State, 194 Ind. 483, 488, 143 N.E. 604, 606 (1924) (grant of immunity must protect the witness "to the same extent" as the constitutional right); Wilkins, 14 Ind. at 156-57; and Frazee v. State, 58 Ind. 8, 12-13 (1877) (following Wilkins) with Kastigar, 406 U.S. at 453, 92 S.Ct. at 1661 (<HOLDING>). The state right applies in pretrial settings, Options: A. holding that juveniles request to call parent is assertion of fifth amendment privilege against selfincrimination B. holding that the fifth amendment right against selfincrimination was not prejudiced by a prior administrative proceeding based on the same facts C. holding that use and derivative use immunity were coextensive with fifth amendment right against selfincrimination and therefore sufficed to compel testimony over assertion of the right D. holding that defendants exercise of right to testify in own behalf waives his fifth amendment privilege against selfincrimination E. holding that the fifth amendments protection against selfincrimination is applicable to the states through the fourteenth amendment

assistant: The best answer is C. holding that use and derivative use immunity were coextensive with fifth amendment right against selfincrimination and therefore sufficed to compel testimony over assertion of the right
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: As of the Closing Date, Schedule 5.11 sets forth (a) the name and jurisdiction of each Subsidiary, (b) the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership, and (c) the identity of each Subsidiary whose Equity Interests are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

assistant: Subsidiaries
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 questions arising with respect to the provisions of these Terms and Conditions and the Notice shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Common Stock is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Stock.

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: having committed, or intimidating or coercing him or her or a third person, or for any reason based on discrimination of any kind, when such pain or suffering is inflicted by or at the instigation of or with the consent or acquiescence of a public official or other person acting in an official capacity. 8 C.F.R. § 1208.18(a)(1). In this case, the IJ found Mrs. Demiraj’s proof of “consent or acquiescence [by] a public official” lacking. A state actor only “acquiesces” in torture if “the public official, prior to the activity constituting torture, ha[s] awareness of such activity and thereafter breaches] his or her legal responsibility to intervene to prevent such activity.” 8 C.F.R. § 1208.18(a)(7); see also Hakim v. Holder, 628 F.3d 151, 154-57, 2010 WL 5064379, at *4-6 (5th Cir.2010) (<HOLDING>). We have thus held that “relief under the Options: A. holding that class actions may only be certified if the trial court is satisfied after a rigorous analysis that the prerequisites of rule 23a have been satisfied B. holding that new evidence impeaching credibility of governments key witness was cumulative of other evidence of witness criminal activity C. holding that appellant satisfied exception D. holding that an alien is entitled to the fifth amendment guarantee of due process which is satisfied by a full and fair hearing E. holding that acquiescence is satisfied by a governments willful blindness of torturous activity

assistant: The best answer is E. holding that acquiescence is satisfied by a governments willful blindness of torturous 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 case excerpt and choose the best holding from the options. Case excerpt: Proctor sent the letter to Barker on behalf of him (Hendricks), the actual client. This point is not persuasive. Under our standard of review, we must defer to the trial court’s implied finding that Proc tor engaged Barker as a client because that finding is supported by the evidence. And if Proctor served as an intermediary—or “broker” as the trial court described it—between Barker and Hendricks, both of them being clients, then Proctor could not represent either client in litigation that was the subject of the in-termediation. See Tex. Disciplinary R. Profl Conduct 1.07(c). Accordingly, the disqualification order was not improper in the intermediary scenario. See Moore v. Altra Energy Techs., Inc., 295 S.W.3d 404, 406-07 (Tex. App.-Houston [14th Dist.] 2009, no pet.) (per curiam) (<HOLDING>). In another point, Hendricks argues that Options: A. holding that letters from insureds attorney to accounting firm not privileged under the law of the state with the most significant relationship to the communication and compelling production B. holding that direct proof of intent to defraud is unnecessary and that it may be inferred from the act of the parties and from all circumstances C. holding that the mediators law firm was disqualified from representing one of the parties from the mediation D. holding an attorney who carries on representation of an existing case after a law firm dissolves does so on the firms behalf and any income derived from the case belongs to the dissolved firm E. holding that plaintiff may be entitled to prevailing party status where the mediation agreement entered into by the parties was read into the record before a hearing officer

assistant: The best answer is C. holding that the mediators law firm was disqualified from representing one of the parties from the mediation
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 even plausible accommodation.” Mason, 357 F.3d at 1122; see Frazier, 254 F.3d at 1261 (“Although job restructuring is a possible accommodation under the Disabilities Act, ‘[a]n accommodation that eliminates the essential function of the job is not reasonable.’ ” (quoting Smith v. Blue Cross Blue Shield of Kan., Inc., 102 F.3d 1075, 1076 (10th Cir. 1996))). Simply put, an employer need not “modify an essential function of an existing position in order to accommodate a disabled employee.” Mason, 357 F.3d at 1123. Aside from asserting that he is capable of performing purely as HazMat Director, Adair also has not identified any possibility of reassignment to a vacant, nonfirefight-ing position within the Department. See Donahue v. Consol. Rail Corp., 224 F.3d 226, 234 (3d Cir. 2000) (<HOLDING>). Indeed, Adair testified that he did not know Options: A. holding that on a motion for summary judgment the mere existence of a scintilla of evidence in support of the plaintiffs position will be insufficient and there must be evidence on which the jury could reasonably find for the plaintiff B. holding that summary judgment in favor of the defendant was appropriate because the plaintiff failed to designate evidence that demonstrates that the defendant abused the qualified privilege C. holding that the trial court correctly entered summary judgment in favor of defendant and denied plaintiffs motion for summary judgment where plaintiff failed to establish by clear and convincing evidence that defendant breached its duty to act in good faith D. holding that in light of the defendants failure to engage in the interactive process liability would be appropriate if reasonable accommodation would otherwise have been possible E. holding that in a failuretotransfer case if after a full opportunity for discovery the summary judgment record is insufficient to establish the existence of an appropriate position into which the plaintiff could have been transferred summary judgment must be granted in favor of the defendant even if it also appears that the defendant failed to engage in good faith in the interactive process

assistant: The best answer is E. holding that in a failuretotransfer case if after a full opportunity for discovery the summary judgment record is insufficient to establish the existence of an appropriate position into which the plaintiff could have been transferred summary judgment must be granted in favor of the defendant even if it also appears that the defendant failed to engage in good faith in the interactive process
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: Other cases involving material breach before the Court of Claims also turned upon whether a material breach excused performance. See e.g., Southeastern Airways Corp. v. United States, 230 Ct.Cl. 47, 673 F.2d 368 (1982) (explaining Government rightfully terminated contract for contractor’s material breach because contractor failed to show Government caused breach); Arlington Alliance, Ltd. v. United States, 231 Ct.Cl. 347, 685 F.2d 1353 (1982) (finding contract applying the material breach doctrine. See, e.g., Christopher Vill., L.P. v. United States, 360 F.3d 1319, 1337 (Fed.Cir.2004) (finding contractor’s fraudulent conduct, as a prior material breach, rightfully was used as defense to Government’s subsequent breach ); Dow Chem. Co. v. United States, 226 F.3d 1334, 1346 (Fed.Cir.2000) (<HOLDING>); Alliant Techsystems, Inc. v. United States, Options: A. recognizing validity of retroactive license that memorialized grant of oral license B. holding that the verification of mishlers medical license was part of the protected property interest in the license and reversing the district courts dismissal of his complaint C. holding that possession of a drivers license is irrelevant to the offense of failing to present a license which is completed by failing to present the license when requested to do so by an officer D. holding governments repudiation of license gave patentee right to terminate license E. holding motorist entitled to hearing before taking his license under statute that required loss of license if uninsured driver involved in an accident

assistant: The best answer is D. holding governments repudiation of license gave patentee right to terminate license
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: because, regardless of the named theories, plaintiffs are challenging the scope of the easement rights. And although plaintiffs assert that their private nuisance claim sounds in tort law and is therefore distinguishable, an easement owner cannot be held liable in private nuisance for the exercise of express easement rights. See Quintain Dev., LLC v. Columbia Natural Res., Inc., 210 W.Va. 128, 556 S.E.2d 95, 103-04 (2001) (“[T]he actions ... of the owner of an easement, which otherwise meet the legal definition of a nuisance, do not create a nuisance as to the estate servient to the easement unless those actions ... exceed the scope of the easement.”); Frizzell v. Murphy, 19 App.D.C. 440, 1902 WL 19685, at *4 (D.C.Cir.1902) (same); Restatement (First) of Property § 451 cmt. a (1944) (<HOLDING>). The Court analyzes TVA’s motion to dismiss Options: A. recognizing that the dominant easement owner not the servient estate owner bears responsibility for maintaining an easement B. recognizing that an easement may entitle the easement owner to do acts which were not for the easement would constitute a nuisance C. holding that one who possesses deeded easement need not use the easement to maintain his title and easement cannot be extinguished from nonuser alone D. holding that an easement agreement and an unrecorded easement plan created an easement E. recognizing that where a grantee has an easement which he shares with others his duty to repair and maintain it must be apportioned with all other easement holders based upon the extent of the individuals use of the easement

assistant: The best answer is B. recognizing that an easement may entitle the easement owner to do acts which were not for the easement would constitute a nuisance
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: conclusory and far from artful,” Jennings v. Am. Postal Workers Union, 672 F.2d 712, 716 (8th Cir.1982), we construe Henley’s complaint as alleging a violation of her right to be free from the use of excessive force under the Fourth Amendment inasmuch as she is asserting that certain individual defendant 5 (8th Cir.2001) (“Intentional sexual harassment by persons acting under color of state law violates the Fourteenth Amendment and is actionable under § 1983.”). To the extent that Henley’s complaint asserts the violation of rights secured by the Constitution and committed by persons acting under color of state law, we conclude the district court erred in dismissing her section 1983 action for failure to comply with Title VIPs procedural requirements. See, e.g., Notari, 971 F.2d at 588 (<HOLDING>); cf. Jennings, 672 F.2d at 716 (concluding Options: A. holding section 1983 provides remedy only if plaintiff proves elements of malicious prosecution under state law and establishes that misuse of the legal proceedings was so egregious that he suffered deprivation of rights secured by fourteenth amendment B. holding that plaintiffs may bring a section 1983 claim for damages to vindicate their rights under idea C. holding plaintiffs allegations defendant acted under col or of state law to violate rights secured by the fourteenth amendment are sufficient to defeat summary judgment of plaintiffs section 1983 claim D. holding a plaintiff must allege the violation of a right secured by the constitution and laws of the united states to state a claim under 1983 E. holding that the plaintiffs state law claims are preempted by federal law

assistant: The best answer is C. holding plaintiffs allegations defendant acted under col or of state law to violate rights secured by the fourteenth amendment are sufficient to defeat summary judgment of plaintiffs section 1983 claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the arbitration will be administered by the american arbitration association ( `` aaa '' ) in accordance with the commercial arbitration rules and the supplementary procedures for consumer related disputes ( the `` aaa rules '' ) then in effect , except as modified by this `` dispute resolution '' section .

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: This Tenth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Tenth Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Section 12, including, without limitation, the number of Shares and any exercise prices thereof, for Awards granted on or after the date the Administrator determines to make any such change or revision.

assistant: Adjustments
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: defense in response to the application for attorneys fees. At the time the Secretary raised the defense, the meaning of “final judgment” in 28 U.S.C. § 2412(d)(1)(B) (1982) was still undefined. It was unclear at that time whether fee applications had to be filed within 30 days of an appealable judgment by a District Court or within 30 days of the end of the appellate process. See Massachusetts Union of Public Housing Tenants, Inc. v. Pierce, 755 F.2d 177, 179 (D.C.Cir.1985) (noting conflict in circuits); id. at 180 (noting that Action on Smoking & Health v. CAB, 713 F.2d 795 (D.C.Cir.1983) (per curiam) left issue open). Under these circumstances, we find the Secretary’s position substantially justified. Compare Massachusetts Fair Share v. LEAA, 776 F.2d 1066, 1068-69 (D.C.Cir.1985) (<HOLDING>) with Grace v. Burger, 763 F.2d 457, 459 Options: A. holding that the governments position must have a reasonable basis in both law and fact citations omitted B. holding governments position unreasonable where government advanced no legal authority for its position and applicable principle of law was long settled C. recognizing this principle as a settled rule D. holding that the directors litigating position was not entitled to chevron deference but did warrant skidmore respect on certain issues where the arguments were persuasive and the agencys manual and practice had for some time consistently advanced a reasonable position E. recognizing that the government agreed not to take a position

assistant: The best answer is B. holding governments position unreasonable where government advanced no legal authority for its position and applicable principle of law was long settled
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: but it is "as provided in Section 30 of the Automated External Defibrillator Act.” The current version of the Good Samaritan Act was not in force at the time of Mr. Tobin's death, and therefore it cannot govern the issue retroactively. 45 . Plaintiffs seem to concede that the off-duty flight attendants are entitled to immunity under the Samaritan Act, but claim that on-duty flight attendants are not, because they worked "for compensation.” 46 . 745 Ill. Comp. Stat. § 49/10 (1998). 47 . In re Heanue, 355 Ill.App.3d 645, 291 Ill. Dec. 537, 823 N.E.2d 1123 (2005); see Johnson v. Matviuw, 176 Ill.App.3d 907, 126 Ill. Dec. 343, 531 N.E.2d 970 (1989). 48 . In re Heanue, 291 Ill.Dec. 537, 823 N.E.2d at 1129. See Rodas v. SwedishAmerican Health System Corp., 594 F.Supp.2d 1033 (N.D.Ill.2009) (<HOLDING>). But see Henslee v. Provena Hospitals, 373 Options: A. holding that under illinois law doctors were immune from civil damages under the samaritan act because they did not derive economic benefit directly from the service performed B. holding that a municipality is immune from punitive damages under 42 usc 1983 C. holding that payments from a tortfeasors insurer are not from a collateral source because they stem directly from the tortfeasor D. holding that police officers were immune from liability for damages resulting from alleged intentional infliction of emotional distress E. holding that port authority is immune from punitive damages

assistant: The best answer is A. holding that under illinois law doctors were immune from civil damages under the samaritan act because they did not derive economic benefit directly from the service performed
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 Employment Agreement and this Agreement constitute all of the terms with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Executive 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: Seller acknowledges and agrees that, if Seller, directly or indirectly, breaches, violates or fails to perform fully his obligations under this Section 5 (“ Default ”), each Default will cause immediate and irreparable harm to Purchaser in a manner which cannot be adequately compensated in damages. Purchaser and Seller agree that in the event of any Default, Purchaser, in addition to all other available remedies at law or in equity, may, insofar as Seller may be concerned, be entitled to temporary, preliminary and permanent injunctive relief to restrain such Default(s) by Seller or others acting in concert with Seller and to all of its costs, expenses and reasonable attorneys’ fees incurred in any enforcement proceedings in which Purchaser prevails in whole or in part. Nothing contained herein will restrict or limit in any manner Purchaser’s right to obtain any form of relief, legal or equitable, in an action brought to enforce Purchaser’s rights.

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: DW Animation agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, 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: In analyzing whether Section 346a precludes judicial review under the APA, we first note that the FDCA is unique in that it only commits certain specific agency actions to appellate court review. Cutler v. Hayes, 818 F.2d 879, 888 n. 61 (D.C.Cir.1987). Because the FDCA contains no “single, overarching provision governing judicial review” — instead subjecting “discrete agency actions” to specialized review provisions — actions taken under sections silent as to appellate review are “directly reviewable in a district court under some appropriate head of jurisdiction, for courts of appeals have only such jurisdiction as Congress has chosen to confer upon them.” Id.; see also Alabama Tissue Ctr. v. Sullivan, 975 F.2d 373, 376 (7th Cir.1992); Nader v. EPA, 859 F.2d 747, 754 (9th Cir.1988) (<HOLDING>). Despite the absence of an overarching Options: A. holding epas rejection of rulemaking petition was not an order appealable to the court of appeals because the sections permitting appellate review allowed such review only of orders issued under subsections not implicated in the litigation B. holding that such an order is not sufficiently final to be suitable for appellate review C. holding that an appellate court cannot consider an issue that was not preserved for appellate review D. holding that an appellate court may not exercise pendent appellate jurisdiction to review a nonfinal district court order where the merits of the nonfinal order are not inextricably intertwined with the properly appealed collateral order or where review of the former is not necessary to ensure meaningful review of the latter E. holding that noncriminal aliens could seek review of the agencys orders through either a petition for review or a 2241 petition

assistant: The best answer is A. holding epas rejection of rulemaking petition was not an order appealable to the court of appeals because the sections permitting appellate review allowed such review only of orders issued under subsections not implicated in the litigation
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: an earlier unconstitutional search and seizure of evidence. See Gonzalez, 71 F.3d at 829-30 (deciding whether the police’s illegal entry into the owner’s kitchen should be deemed coercive activity that affected the owner’s later consent to search other parts of the premises); Tovar-Rico, 61 F.3d at 1535-36 (deciding whether the defendant’s initial oral consent to enter the apartment and her subsequent written consent to conduct a thorough search were voluntary). The only cited case that addresses the precise issue is Weaver. In that case, the Oregon Supreme Court held that the timing of the consent in and of itself was not dispositive. Instead, relying on the proposition that the consenting party is the person who determines the scope of the consent, the court stated in di 303-05 (<HOLDING>), cert. denied, 437 U.S. 907, 93 S.Ct. 3098, 57 Options: A. holding that the defendants subsequent written consent given with the full knowledge that the police had previously entered his house without a warrant amounted to a waiver of the warrant requirement and rendered the earlier search and seizure valid B. holding that a search exceeded the scope of the initial oral consent and was not validated by a subsequent written consent an allegedly consensual seizure must stand or fall on the basis of the consent preexisting the seizure C. holding that consent was freely and voluntarily given despite officers advisement that the police could get a search warrant if consent was not given D. holding that an arrest warrant without a search warrant does not permit law enforcement authorities to enter a third partys home to legally search for the subject of the arrest warrant E. holding warrant valid where search warrant application affidavit was signed and probable cause existed for issuance of warrant

assistant: The best answer is A. holding that the defendants subsequent written consent given with the full knowledge that the police had previously entered his house without a warrant amounted to a waiver of the warrant requirement and rendered the earlier search and seizure valid
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties hereto respecting the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and duly executed by the Company and the Purchasers.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company, including the Original Offer; provided, however, that this Agreement shall not supersede either party’s obligations as set forth in the Agreement and Plan of Merger, made and entered into as of August 4, 2015 (the “Merger Agreement”), which obligations shall continue in full force and effect, including with respect to any earn out amounts that may become payable to you pursuant to the Merger Agreement, as summarized on Attachment B to this Agreement. Subject to the proviso in the immediately preceding sentence, the parties have voluntarily agreed to define their rights, liabilities and obligations respecting the subject matter hereof exclusively in contract pursuant to the express terms and provisions of this Agreement; and the parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement. Furthermore, the parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s length negotiations.

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 Committee may grant options to purchase Stock (each, an “ Option ”) and determine the number of shares of Stock to be covered by each Option, the exercise price of each Option and the terms, conditions and limitations applicable to the grant or exercise of each Option and to the Stock issued upon the exercise of each Option, including vesting provisions, repurchase provisions and restrictions upon sale or transfer thereof, as it considers advisable.

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: WMA-TA’s IFBs,” and because the duties of good faith and fair dealing and of accurate project description did not “specifically prescribe” that content, the court held that WMATA retained “broad discretion to determine the contents of the tunnel project’s bid package.” Id. at 1160. WMATA was thus immune. The same is true here. The parties agree that WMATA has broad discretion to select appropriate bidders and to negotiate final agreements. Banneker argues only that WMATA lacked the discretion to lead bidders to believe they would receive approval from the Board when, in fact, one of its Board Members was actively working to prevent it. Nothing of which we are aware, however, so limits WMATA’s discretion. See also Greenbelt Ventures LLC v. WMATA 481 Fed.Appx. 833, 839-40 (4th Cir.2012) (<HOLDING>); Monument Realty LLC v. WMATA 535 F.Supp.2d Options: A. recognizing ability of one or more joint tortfeasors to settle on behalf of themselves and another joint tortfeasor and then pursue that joint tortfeasor for its share of the settlement payment B. holding that ojrdinarily when a regulation is not promulgated in compliance with the apa the regulation is invalid however when equity demands the regulation can be left in place while the agency follows the necessary procedures citation omitted C. holding that the rights conferred to a joint account holder by massachusetts statutes and case law in fact give a joint account holder legal title in a joint account D. holding that a regulation prohibiting excavations below groundwater level was not a taking because the regulation only limited some forms of development but did not decrease market value E. holding no statute regulation or policy governed wmatas course of conduct while negotiating joint development agreement

assistant: The best answer is E. holding no statute regulation or policy governed wmatas course of conduct while negotiating joint development agreement
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement represents the entire agreement and understandings between the parties concerning the exchange and the other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings solely with respect to the subject matter hereof and thereof.

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: Without prejudice to the survival of any other agreement of any Borrower hereunder, the agreements and obligations of each Borrower contained in this Section shall survive the payment in full of the Obligations and the termination of the Commitments.

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: Any notice required or permitted by this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth below or subsequently modified by written notice to the Registered Holder.

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 legal provision and list the applicable contract clause categories. Provision: This Agreement shall be for a term of three (3) years commencing on the Effective Date, unless sooner terminated as hereinafter provided. The term of this Agreement shall automatically be renewed for successive periods of one year after the initial three-year term unless either the Executive or the Company the Company delivers a written notice of termination to the other party at least 180 days prior to the start of any such renewal period.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Revolving Loan Commitment is increased in accordance with this Section 2.1(f), the Administrative Agent and the Borrowers shall determine the effective date, which must be prior to the Maturity Date (the “ Increase Effective Date ”), and the final allocation of such increase. Any increase in the Letter of Credit Commitment shall occur on the Increase Effective Date. The Administrative Agent shall promptly notify the Borrowers and the Lenders, including any proposed new lenders and any new issuing bank, of the final allocation of such increase and the Increase Effective Date. From and after the Increase Effective Date, subject to the satisfaction of the conditions specified in Section 2.1(f)(v) below, the Revolving Loan Commitment shall be increased, the Letter of Credit Commitment shall be increased, the new lenders shall be Lenders for all purposes under this Agreement, and the new issuing bank shall be an Issuing Bank for all purposes under this Agreement, as applicable. On the Increase Effective Date, the Borrowers, each Lender that is increasing its portion of the Revolving Loan Commitment, each additional Eligible Assignee that is becoming an additional Lender or an additional Issuing Bank and the Credit Parties shall execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably specify (including any Assignments and Acceptances and new or replacement Revolving Loan Notes, as requested by the Lenders) to give effect to any such increase in the Revolving Loan Commitment and the Letter of Credit Commitment. This Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Revolving Loan Commitment and the Letter of Credit Commitment in accordance with this Section 2.1(f).

assistant: Effective Dates
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 ordering a new trial, the Texas Supreme Court stated in R.R. Street II that it would not consider whether evidence of those elements was conclusive and therefore able to support summary judgment. See R.R. Street II, 166 S.W.3d at 253. R.R. Street I therefore remains the only Texas court interpretation of the relevant provision and the best indication of how the Texas Supreme Court would decide this question. See Vine Street, LLC v. Keeling, 460 F.Supp.2d 728, 755 & n. 111 (E.D.Tex.2006) (citing Transcon. Gas Pipe Line Corp. v. Transp. Ins. Co., 953 F.2d 985, 988 (5th Cir.1992)). The court must follow that ruling unless it is convinced that the Texas Supreme Court would rule otherwise. See, e.g., First Nat’l Bank of Durant v. Trans Terra Corp. Int’l, 142 F.3d 802, 809 (5th Cir.1998) (<HOLDING>). R.R. Street I and R.R. Street II do not, as Options: A. holding that when applying state law a federal court is bound to follow the highest court in the state B. holding that when highest court of state has not decided particular issue of substantive law federal court faced with this issue in diversity must make an erie guess as to how highest court would rule C. holding that when making such a guess under erie r r co v tompkins 304 us 64 58 sct 817 82 led 1188 1938 a federal court is bound by an intermediate state appellate court decision unless convinced by other persuasive data that the highest court of the state would decide otherwise D. holding federal courts are bound to follow intermediate state appellate court decisions unless there is persuasive evidence that the states highest court would rule otherwise E. holding that when applying state law this court follows the decision of the highest state court or in the absence of such a decision and any indication that the highest court would rule differently the decisions of the states intermediate courts

assistant: The best answer is C. holding that when making such a guess under erie r r co v tompkins 304 us 64 58 sct 817 82 led 1188 1938 a federal court is bound by an intermediate state appellate court decision unless convinced by other persuasive data that the highest court of the state would decide otherwise