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: This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent, and the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and when the conditions set forth in Section 4.01 shall have been satisfied or waived, and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective permitted successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04 .

assistant: Binding Effects
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 amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement hereunder or under the other Loan Documents shall constitute Obligations secured by the Collateral. The indemnity obligations of each Grantor contained in this Article VI shall continue in full force and effect notwithstanding the full payment of all of the other Obligations and notwithstanding the full payment of all the Notes issued, and Loans made, under the Credit Agreement and the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination Date.

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: Subject to earlier lapse of restrictions for the Shares of Restricted Stock as provided in the Plan, the restrictions set forth herein shall lapse in accordance with the provisions of Section 4 below. This agreement shall terminate when all of the Shares of Restricted Stock either have vested in accordance with Section 4 or have been forfeited upon Grantee’s termination of employment with the Company and its Subsidiaries.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement, (emphasis added). (Doc. No. 1-9, p. 14). According to the language of these “other insurance” clauses, Amerisure contends that its umbrella policy would be excess to the Continental primary policy, and thus would only kick in after the limits of that policy have been exhausted. It appears to the Court that the language of the other insurances clauses would operate to render the Amerisure umbrella policy excess over the Continental primary policy. However, the Fourth Circuit has held that a contractual agreement between the insured . Co., 335 F.3d 429, 436 (5th Cir. 2003) (<HOLDING>); Star Ins. Co. v. Continental Resources, Inc., Options: A. holding that notice and a hearing were required before the commissioner of insurance could require an insurance company to change its definition of at fault in order to secure approval of an increase in insurance rates B. holding that a rule requiring an excess carrier to drop down upon the insolvency of the primary carrier would impermissibly shift the risk of the primary carrier to the excess carrier and would require insurance companies to scrutinize one anothers financial stability before issuing secondary policies C. holding that subcontractors primary and excess insurance policies must pay first and before contractors own insurance D. holding foreign insurance company was supercorporation engaged in underwriting and selling insurance policies through its subsidiaries E. holding claims for negligent procurement of insurance accrued on date the insured purchased the insurance policies

assistant: The best answer is C. holding that subcontractors primary and excess insurance policies must pay first and before contractors own insurance
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: Withdraw. The lawyers shall provide written confirmation to the Court that they have provided this notice. SO ORDERED. 1 . The actual title holding arrangements were more complicated because of financing requirements of FAME’S predecessor, the Maine Guaranty Authority. Those intricacies, however, do not affect the issues at stake here. 2 . The definition of “claim” under the Code is very broad. Specifically, it includes: "right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured ...”. 11 U.S.C. § 101(4)(A). Alternatively, if the claims did not accrue for Bankruptcy Code purposes until the respo Forging Equipment, 743 F.Supp. 525, 530 (N.D.Ohio 1990) Options: A. holding that state law determines successor liability under cercla B. holding that notice not required because cercla is a strict liability statute C. holding that a municipal sewer system that leaked hazardous waste could rely on a thirdparty defense to avoid liability under cercla D. recognizing cercla successor liability E. holding that releases between tortfeasors to avoid liability under cercla are not valid

assistant: The best answer is E. holding that releases between tortfeasors to avoid liability under cercla are not 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: By their execution of this Agreement, each entity comprising Seller severally, and not jointly or jointly and severally, represents and warrants to Buyer that the following statements are true and accurate, as of the Execution Date and the Effective Time, unless certain dates are otherwise specified with respect to an applicable statement, in which case the applicable representation and warranty with respect to such statement is made only with respect to such specified dates.

assistant: Warranties
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: appellant claims there is no evidence that he had reason to believe Levy was a violent person or would n, appellant admitted that he knew Levy had a .45 caliber silver gun. The evidence further demonstrates that appellant knew Levy had the gun with him, at the latest, when Levy used it to strike Vasquez — which was before appellant and his companions robbed Vasquez of his money. “Evidence that a defendant knew his co-conspirators might use guns in the course of the robbery can be sufficient to demonstrate that the defendant should have anticipated the possibility of murder occurring during the course of the robbery.” Love v. State, 199 S.W.3d 447, 453 (Tex.App.-Houston [1st Dist.] 2006, pet. ref'd); see also Nava v. State, 379 S.W.3d 396, 406-09 (Tex.App.-Houston [14th Dist.] 2012) (<HOLDING>), aff'd, 415 S.W.3d 289 (Tex.Crim.App. Dec.18, Options: A. holding evidence showed appellant knew gun was brought when coconspirator removed something wrapped in white towel from truck during criminal transaction B. holding evidence sufficient that appellant should have anticipated murder when he knew coconspirator had a gun and appellant stated he first saw the gun on the night of the offense when coconspirator showed it to victim C. holding that the defendant knew of his accomplices gun and benefitted from its presence for protection D. holding evidence sufficient to support jurys verdict when physical evidence including evidence gun was fired from a distance greater than appellant told police was inconsistent with accidental discharge during a struggle E. holding direct testimony tying a defendant to a gun was not required when the gun was found in the defendants truck and when the defendant had both ammunition for the gun and a rack in which it could have been kept

assistant: The best answer is A. holding evidence showed appellant knew gun was brought when coconspirator removed something wrapped in white towel from truck during criminal transaction
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 Claim of Relief. These motions raise four distinct issues. First, are Defendants properly subject to Title IX’s requirements if they do not receive federal financial assistance? Second, are Defendants “state actors?” Third, do Plaintiffs have standing to sue? Fourth, even if Defendant MHSAA is subject to Title IX, may the Individual Defendants be sued in their official capacities? Discussion Summary judgment requires that the Court determine whether the Plaintiffs have presented enough evidence so that a jury could reasonably find for them. Anderson v. Liberty Lobby, Inc inquiry and justify a decision to grant Defendants’ Motion for Summary Judgment, both Plaintiffs and the United States as amicus curiae argue that even tho etic Assoc., 1999 WL 1012948 (E.D.J.Pa. Nov.8, 1999) (<HOLDING>). For the reasons stated below, the Court does Options: A. holding that title ix subjects state athletic association to suit under the theory that association controls athletic programs receiving federal aid B. holding that the ncaa did not exercise controlling authority over school athletic programs C. holding that federal wage controls applied to state employees too D. holding a suit against an agency of the state is a suit against the state E. holding in part that the ncaa was subject to title vi because it exercised controlling authority over athletic programs receiving federal financial assistance

assistant: The best answer is A. holding that title ix subjects state athletic association to suit under the theory that association controls athletic programs receiving federal aid
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 provision of this Agreement which is prohibited or unenforceable in any jurisdiction with respect to any Grantor shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof with respect to such Grantor, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction with respect to such Grantor. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Subject to Section 2.19 of this Agreement, prior to the transfer of any employee to or out of a Transferred H&N Subsidiary in connection with the implementation of the H&N Step Plan and prior to the Closing, Fermat and its Subsidiaries shall satisfy any and all obligations and requirements under the H&N Labor Agreements, Transfer Regulations and other applicable Laws to provide notice to, enter into any consultation procedure with, obtain an opinion from or engage in bargaining (including, but not limited to effects bargaining) with any group of H&N Business Employees or any labor union, labor organization, works council or other representative body that represents any H&N Business Employee, in connection with the transactions contemplated by this Agreement; provided that Descartes shall, and shall cause its Subsidiaries to, cooperate in good faith with respect to the foregoing, including, but not limited to, timely providing any required information relating to Descartes or the applicable Subsidiary, or to any measures envisaged by Descartes or the applicable Subsidiary with respect to the relevant H&N Business Employees or as otherwise reasonably requested by Fermat or any of its Subsidiaries in respect of or for the purpose of completing such consultation process.

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: There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”), other than has been disclosed in the SEC Reports, which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower will, and will cause each of its Subsidiaries to, at Borrowers’ expense, (a) maintain insurance respecting each of each Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent (it being agreed that, as of the Closing Date, Valley Forge Insurance Company, Continental Insurance Company and Factory Mutual Insurance Company are acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Borrower or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss exceeding $500,000 covered by any Loan Parties casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Nothing contained in this Fourth Amendment shall be construed as a waiver by the Lenders of any covenant or provision of the Credit Agreement, the other Loan Documents, or of any other contract or instrument between the Loan Parties and any of the Lenders, and the failure of the Lenders at any time or times hereafter to require strict performance by the Loan Parties of any provision thereof shall not waive, affect or diminish any right of the Lenders to thereafter demand strict compliance therewith. The Agent and the Lenders hereby reserve all rights granted under the Credit Agreement, the other Loan Documents, this Fourth Amendment and any other contract or instrument between the Loan Parties and the Lenders.

assistant: No Waivers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: (1987), appeal dismissed, 129 Ill.Dec. 387, 536 N.E.2d 71 (1989)). Illinois courts, like Maryland courts, consider the frequency, proximity, and regularity of a plaintiffs exposure to the asbestos product when determining whether a particular product was a substantial cause of a plaintiffs illness. Excluding, as irrelevant, the evidence of a decedent’s exposure to asbestos products of non-parties does not lessen the plaintiffs burden of proving that the defendant’s product was a substantial cause of his injury. Moreover, the defendant can still negate liability by showing that the plaintiff was not exposed to its products, that any exposure was insufficient to cause injury, or that its products contained an insufficient amount of asbestos to cause injury. See Kochan, 1 Tex.Ct.App.1991) (<HOLDING>). E. Johns-Manville Sales to Fairfield Options: A. holding that it was error though harmless to exclude the defendant from inchamber conferences B. holding any error in admitting testimony of expert witness was harmless because it was cumulative of same testimony given by six other expert witnesses who testified at trial C. holding it was not an abuse of discretion to exclude testimony D. holding exclusion was harmless error E. holding that it was harmless error for the trial court to exclude testimony regarding other insolvent companies

assistant: The best answer is E. holding that it was harmless error for the trial court to exclude testimony regarding other insolvent companies
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: 1.1 skype 's internet communication software applications ( `` internet communications software '' ) , other `` skype '' branded software applications ( together the `` skype software '' ) , the `` qik '' branded software applications ( `` qik software '' ) and associated documentation ( whether in printed or electronic form ) including any improvements , modifications , enhancements , fixes , updates , upgrades and future versions thereto ( `` updates '' ) and whether made available for free or for a fee , ( collectively the `` software '' ) are licensed ( not sold ) to you by skype software sàrl .

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: and consideration of relevant factors.”) (internal quotations and citations omitted); Centech Group, Inc. . The court has been authorized by Congress to adjudicate cases only when the contracting officer’s decision lacked a rational basis or was arbitrary or capricious, which Plaintiff has not established. For these reasons, the court has determined that the FBI’s decision to award the contract to STOPSO was not “arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with law[.]” 5 U.S.C. § 706(2)(A); see also 28 U.S.C. § 1491(b)(4). Assuming, arguendo, there is a violation, Plaintiff failed to establish that the FBI’s best value procurement decision was not “grounded in reason.” Unisys Corp., 98 F.3d at 1327; see also Galen Med. Assocs., Inc., 369 F.3d at 1330 (<HOLDING>). IV. CONCLUSION. ■ For reasons discussed Options: A. holding that without a valid reason for cancelling the procurement the government violated its duty to conduct a fair procurement B. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim C. holding that the definition of procurement under the tucker act is broader than the definition of procurement contract in the fgcaa such that an agency can engage in a procurement process for the purposes of the tucker act even though it is using a cooperative agreement instead of a procurement contract to memorialize the parties agreement D. holding that jurisdiction over an appeal of a contracting officers decision is lacking unless the contractors claim is first presented to the contracting officer and that officer renders a final decision on the claim E. holding that a contracting officer has great discretion in best value procurement decisions

assistant: The best answer is E. holding that a contracting officer has great discretion in best value procurement decisions
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: United States v. Resto, 824 F.2d 210, 211-12 (2d Cir.1987) (upholding sufficiency of evidence to support defendant’s conviction for aiding sale of narcotics, including expert testimony explaining that “steerer” typically stands short distance from dealer to solicit and screen potential buyers and guide them to dealer); United States v. Cruz, 797 F.2d 90, 96 (2d Cir.1986) (sustaining admissibility of expert testimony concerning practice of exchanging food stamps for narcotics); United States v. Khan, 787 F.2d 28, 34 (2d Cir.1986) (upholding trial court’s admission of expert testimony concerning customs of narcotics dealers in Pakistan, including testimony about heroin prices and transfers of heroin with payment deferred); United States v. Daniels, 723 F.2d 31, 32-33. (8th Cir.1983) (<HOLDING>); United States v. Pugliese, 712 F.2d 1574, Options: A. holding admissible police officers expert testimony that narcotics dealers often use intermediary in making delivery to buyer under mistaken assumption that intermediary would insulate dealers from criminal liability B. holding admissible expertwitness testimony that drug dealers commonly register cars and apartments in names of female friends to conceal narcotics activities C. holding admissible police officers testimony that firearms are commonly used in drug trafficking D. holding admissible expert testimony concerning countersurveillance techniques commonly used by narcotics dealers specifically including practice of using vehicle to observe in advance area where distribution was intended to occur E. holding that guns were properly admitted to prove intent to distribute drugs because it has uniformly been recognized that substantial dealers in narcotics possess firearms and that such weapons are as much tools of the trade as more commonly recognized drug paraphernalia

assistant: The best answer is B. holding admissible expertwitness testimony that drug dealers commonly register cars and apartments in names of female friends to conceal narcotics activities
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 forecasted franchise sales, profits or earnings other than those contained in the UFOC, please describe these in the space provided below or write “None.” (Ex.A, Disclosure Acknowledgement Statement) In the space provided, each plaintiff wrote “None.” In the face of these clear and unambiguous disclaimers and non-reliance clauses, plaintiffs cannot plausibly claim that they reasonably relied on oral statements concerning likely profits and expenses in deciding whether to invest in a Quiznos franchise. “[I]t is simply unreasonable to continue to rely on representations after stating in writing that you are not so relying.” Hardee’s of Maumelle, Ark, Inc. v. Hardee’s Food Sys., Inc., 31 F.3d 573, 576 (7th Cir.1994); see also Rissman v. Riss-man, 213 F.3d 381, 384 (7th Cir.2000) (<HOLDING>); Associates In Adolescent Psychiatry, S.C. v. Options: A. holding hellorhighwater clause enforceable in the absence of fraud or deceit B. holding that a written nonreliance clause precludes any claim of deceit by prior representations in security transaction C. holding that in the context of federal immigration law the amount of loss to the victim of fraud or deceit does not refer to an element of the fraud or deceit but rather refers to the particular circumstances in which an offender committed fraud or deceit D. holding that enforcement of alleged oral representations made prior to execution of written contract was barred by the parol evidence rule and the explicit integration clause E. holding state law fraud and deceit claims to be preempted

assistant: The best answer is B. holding that a written nonreliance clause precludes any claim of deceit by prior representations in security transaction
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: and times of the alleged incidents, the district court did not abuse its discretion by excluding the records on relevance grounds. Victim’s OASIS Interview {37} Defendant asserts that the district court abused its discretion by denying Defendant’s request to play a DVD of Victim’s OASIS interview at trial. However, the district court admitted the DVD itself into evidence as Defendant’s Exhibit A. Although the OASIS interview was not played for the jury in open court, Defendant cross-examined Victim about the content of the OASIS interview and impressed upon the jury in closing argument the importance of reviewing the DVD. Presentation of evidence is a matter for the trial court’s discretion. Rule 11 — 611(A)(1), (2) NMRA; see State v. Hovey, 106 N.M. 300, 303, 742 P.2d 512, 515 (1987) (<HOLDING>). Because Defendant has not shown that the Options: A. holding that the district court did not abuse discretion in limiting the number of diary entries that could be read to the jury and explained by the defendant where there were hundreds of diary entries and all diaries were admitted into evidence and available for review by the jury B. holding that where an officer of a corporation has possession of corporate records which disclose his crime there is no ground upon which it can be said that he will be forced to produce them if the entries were made by another but may withhold them if the entries were made by himself C. holding that this court is required to assume that the jury followed the limiting instructions given by the district court D. holding that the district court did not abuse its discretion in denying the defendants request for severance because the district court nullified any prejudicial error when it repeatedly admonished the jury throughout the trial to consider the evidence only against the defendant to whom it related and at the end of trial gave the jury instructions that admonished the jury to consider separately each offense and evidence in support of each offense E. holding that testimony concerning the content of certified docket entries admitted into evidence only through an fbi agent who read the docket entries into the record in lieu of admission of the redacted docket was pursuant to the public records exception to the hearsay rule under the federal rules of evidence admissible to show the existence of prior misdemeanor convictions for certain purposes

assistant: The best answer is A. holding that the district court did not abuse discretion in limiting the number of diary entries that could be read to the jury and explained by the defendant where there were hundreds of diary entries and all diaries were admitted into evidence and available for review by the jury
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: Customer shall pay invoices issued by Supplier or its representatives net thirty (30) days after its receipt of a correct invoice. Invoice payment is contingent on the following conditions: (i) the invoice generally conforms to the requirements specified in this Section; and (ii) the volume of Sand invoiced has been delivered and accepted by Customer or Customer’s representative. If Customer determines that any invoice does not conform to the requirements in this Section or that any delivery of Sand does not conform to the requirements of this Agreement, Customer must notify Supplier in writing of any such non-conformity and, to the extent possible the Parties must work to resolve any such discrepancies within ten (10) days of the date of such notice. It is understood and agreed, however, that payment by Customer of an invoice shall not constitute a waiver of Customer’s right subsequently to audit or otherwise question or contest the amount or correctness of such invoice and to seek reimbursement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Credit Parties which are not expressly prohibited by the terms of this Agreement and which are in the Ordinary Course of Business, (ii) transactions among Credit Parties and Clever Container constituting Permitted Intercompany Investments, (iii) payment by Credit Parties of dividends and distributions permitted under Section 7.7 hereof, (iv) transactions which are in the Ordinary Course of Business, on an arm's-length basis on terms and conditions no less favorable than terms and conditions which would have been obtainable from a Person other than an Affiliate; and (v) payment of reasonable and customary independent directors' fees and expenses, including, without limitation, travel expenses, and indemnities, provided that the amount of such fees and expenses does not exceed $75,000 in the aggregate (excluding the value of any payments to directors consisting of Equity Interests of Company) during any fiscal year, and reasonable compensation to employees and members of its management.

assistant: Transactions With Affiliates
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: requirement of “jurisdiction over the state” as factors in analyzing whether a proceeding constituted a “suit” under the Eleventh Amendment), cert. denied, — U.S. -, 120 S.Ct. 936, 145 L.Ed.2d 815 (2000); cf. Collins, 173 F.3d at 929 (“The Commonwealth ... was not named as a defendant, was not served with process, and was not compelled to appear in bankruptcy court.”). The Mitchells further argue that because they did not request affirmative monetary relief, there is no suit. While courts generally construe “action leading to an order forcing a payment to citizens [as] the quintessential ‘suit’ under the Eleventh Amendment,” In re NVR Homes, 189 F.3d at 453, this factor is not dispositive. See id.; Morrell v. Franchise Tax Bd. (In re Morrell), 218 B.R. 87, 89-90 (Bankr.C.D.Cal.1997) (<HOLDING>). Moreover, a decision in favor of the Options: A. recognizing that claims against a state under 1981 are barred by the eleventh amendment B. holding debtors complaint to determine dischargeability of tax debt barred by eleventh amendment C. holding that a debtors adversary proceeding against the university of virginia to determine the dischargeability of a debt is a suit for eleventh amendment purposes D. recognizing that section 1981 claims against a state agency are barred by the eleventh amendment E. recognizing that section 1983 claims against a state agency are barred by the eleventh amendment

assistant: The best answer is B. holding debtors complaint to determine dischargeability of tax debt barred by eleventh amendment
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: evidence is not material. Second, contrary to Dennis’s speculation, the notes do not contain evidence that the State • introduced perjured testimony. Third, as noted above, evidence of the dismissal was not admissible at trial. See Lagrone v. State, 942 S.W.2d 602, 615 (Tex.Crim.App.1997) (stating that State has no duty to produce evidence that would be inadmissible at trial). Furthermore, our review of the undisclosed documents reveals merely that the State acknowledged inconsistent testimony of which Dennis’s counsel already was aware — this is not evidence that the State introduced perjured testimony. See Weisinger v. State, 775 S.W.2d 424, 427 (Tex.App.-Houston [14th Dist.] 1989, pet. ref'd) (citing Nix v. Whiteside, 475 U.S. 157, 191, 106 S.Ct. 988, 1007, 89 L.Ed.2d 123 (1986)) (<HOLDING>); see also Duckett, 797 S.W.2d at 915-17 Options: A. holding that the perjury by a key government witness irrespective of whether the government knew of the perjury at the time of trial infected the trial proceedings and required reversal B. holding that the defendants due process rights were violated when the trial judge singled out the only defense witness and indicated to that witness that he expected the witness to he and would personally ensure that the witness was prosecuted for perjury and thereby effectively drove that witness off the stand C. holding an individuals admission to a government agent prior to trial that he had previously committed perjury did not waive his privilege to invoke the fifth amendment as to that matter at trial D. holding that a lawyers certainty that a change in recollection is a harbinger of intended perjury as well as judicial review of such apparent certainty should be tempered by the realization that after reflection the most honest witness may recall or sincerely believes he recalls details that he previously overlooked E. recognizing that informing the jury that testifying witness has agreed to cooperate with the government is a doubleedged sword as the existence of such agreement may suggest either that the witness will testify in accordance with the governments wishes regardless of the truth or that the witness will not he under threat of revocation of the agreement should the witness commit perjury

assistant: The best answer is D. holding that a lawyers certainty that a change in recollection is a harbinger of intended perjury as well as judicial review of such apparent certainty should be tempered by the realization that after reflection the most honest witness may recall or sincerely believes he recalls details that he previously overlooked
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 Restated Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State where the Property is located. Each party agrees to submit to the jurisdiction of the courts of the County, as necessary to effectuate the terms of this Restated Agreement, and that proper venue in any matter so litigated shall be in the County, San Francisco County or Los Angeles County.

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: of the claim implicating coverage has been identified through the filing of a complaint. [¶ 11] Accordingly, the court correctly determined that Patrons’s declaratory judgment action does not come within any exception that would allow adjudication in advance of the filing of a complaint. The entry is: Judgment affirmed. 1 . Although Collins was named as a party-in-interest in Patrons’s complaint, we have deleted him from the caption of this opinion. He was never served with process, and therefore is not properly before the court in this action. See Horace Mann Ins. Co. v. Maine Teachers Ass'n, 449 A.2d 358, 358 n. 1 (Me.1982). 2 . It is undisputed that Collins has not filed an action against Garcia. 3 . See, e.g., Benning v. Allstate Ins. Co., 90 Md.App. 592, 602 A.2d 233, 237 (1992) (<HOLDING>). 4 . See Dolley, 669 A.2d at 1322-23 (relying Options: A. holding that injured tort claimant properly brought action against insurer prior to filing action against insured tortfeasor where coverage dispute did not depend on any fact or circumstance pertaining to the accident or the injuries suffered by the claimant B. holding that an injured party in an underlying tort action was not a necessary party in an action by an insurer for declaratory judgment of nonliability where the injured person had not obtained judgment against the insured C. holding the report of doctor who was not present to testify and whose deposition had not been taken was properly excluded in action by insured against insurer on accident policy D. holding that where all necessary parties including the insurer the insured and the third party claimant had stipulated to the material facts in the dispute a declaratory judgment action on the insurers duty to indemnify could proceed E. holding despite a reservation of rights that when the insurer provides a defense to its insured the insured has no right to interfere with the insurers control of the defense and a stipulated judgment between the insured and the injured claimant without the consent of the insurer is ineffective to impose liability upon the insurer

assistant: The best answer is A. holding that injured tort claimant properly brought action against insurer prior to filing action against insured tortfeasor where coverage dispute did not depend on any fact or circumstance pertaining to the accident or the injuries suffered by the claimant
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. An executed facsimile or .pdf of this Amendment may be relied upon as having, and shall be deemed to have, the same force and effect as an original.

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: re Roso), 76 F.3d 179, 181 (8th Cir.1996). We review de novo the district court’s conclusions of law, which include the application of collateral estoppel. See Tudor Oaks Ltd. Partnership v. Cochrane (In re Cochrane), 124 F.3d 978, 982 (8th Cir.1997), cert. denied, — U.S. —, 118 S.Ct. 1044, 140 L.Ed.2d 109 (1998). Section 523(a)(6) provides that certain debts are not dischargeable in bankruptcy, namely those that are “for willful and malicious injury by the debtor to another entity.” Willful and malicious are two distinct requirements that Fischer, as the party seeking to avoid the discharge of the debt, must prove by the preponderance of the evidence before the § 523(a)(6) exception to discharge applies. See Grogan v. Garner, 498 U.S. 279, 286-87, 111 S.Ct. 654, 112 L.Ed.2d 755 (1991) (<HOLDING>); Johnson v. Miera (In re Miera), 926 F.2d 741, Options: A. holding that the proper standard of proof is preponderance of the evidence B. holding that the preponderance of the evidence standard applied to all of the 523 dischargeability exceptions including the fraud discharge exception C. holding that the preponderance of the evidence standard applies to 523 claims D. holding that standard for revocation of probation is preponderance of the evidence E. holding that the standard of proof for dischargeability actions is the preponderance of the evidence standard

assistant: The best answer is C. holding that the preponderance of the evidence standard applies to 523 claims
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: R.R.'s Mem. in Supp. of Mot. to Dismiss ¶ 18, May 22, 2007 ("[Settlements with a school district (except those that result from a resolution meeting ...) are not enforceable ....” (emphasis added)); R.R.'s Reply to EPISD's Opp'n to Mot. for Summ. J. 2, Dec. 14, 2007 ("Likewise, any written settlement agreement that is 'reached to resolve the complaint at a [resolution meeting]' ... is enforceable in a state or federal court.”).) 13 . As a threshold matter, the IDEA states that § 1415(i)(3)(F) shall not apply "if the court finds that the ... local educational agency unreasonably protracted the final resolution of the action or proceeding ...." Id. § 1415(i)(3)(G). Nothing in the record indicates that EPISD unreaso , District of Columbia v. Ijeabuonwu, 631 F.Supp.2d 101, 104 (D.D.C.2009) (<HOLDING>); Parenteau v. Prescott Unified Sch. Dist., No. Options: A. recognizing that a school district must be a prevailing party in order to be entitled to attorneys fees under the idea B. holding that the party prevailing on the significant issues in the litigation is the party that should be considered the prevailing party for attorneys fees C. holding that a defendant is the prevailing party within the meaning of statutory provisions awarding attorneys fees to the prevailing party even when the plaintiff voluntarily dismisses the action D. holding that buckhannon applies to the attorneys fees provision of the idea E. holding award of attorneys fees to party prevailing on contract claim is mandatory under section 38001 if there is proof of the reasonableness of the fees

assistant: The best answer is A. recognizing that a school district must be a prevailing party in order to be entitled to attorneys fees under the idea
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 Plan (as approved by the Board on June 14, 2016) shall become effective on the date the Plan (as approved by the Board on June 14, 2016) is approved by the Company’s stockholders. No Awards shall be granted under the Plan after the expiration of 10 years from August 1, 2024, but Awards previously granted may extend beyond that date.

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 legal provision and list the applicable contract clause categories. Provision: To the extent required by any applicable requirements of law, the Agent may withhold from any payment to any Lender an amount equivalent to any withholding Tax applicable to such payment. If the Internal Revenue Service or any other Governmental Body asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if the Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without a deduction of applicable withholding Tax from such payment, such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any penalties or interest and together with any and all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred, unless such amounts have been indemnified by the Credit Parties or the relevant Lender.

assistant: Withholdings