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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the only previously dismissed defendant that plaintiff wishes to include as a named defendant. When the motion was filed, Nattah’s claims against Secretary Gates had been dismissed with prejudice. This Court agrees with the approach that “[w]hen a plaintiffs first amended complaint asserts claims against defendants who have been dismissed from the suit,” courts have “discretion in denying amendment as to those defendants.” Johnson v. Dist. of Columbia, 244 F.R.D. 1, 4 (D.D.C.2007) (Lamberth, J.); see Bancoult v. McNamara, 214 F.R.D. 5, 8-9 (D.D.C.2003) (granting motion to amend complaint “as a matter of course” as to defendants against whom claims remained pending, but denying the motion as futile as to dismissed defendant); see also Cassell v. Michaux, 240 F.2d 406, 408 (D.C.Cir.1956) (<HOLDING>). Thus, plaintiff lost the ability to amend as Options: A. holding that the circuit courts order concluding that it was without jurisdiction to entertain a complaint because the case had been dismissed without prejudice constituted a final order because all other claims either had been refiled or dismissed with prejudice B. holding that district court had not abused its discretion in denying plaintiffs motion to amend complaint C. holding that application of 1b13a2 to a dismissed count was not inequitable because the plea bargain did not impliedly preclude the district court from considering evidence of the conduct charged in the dismissed count and the defendant could have predicted that the court would aggregate the conduct D. holding that although the trial court had dismissed the cause with prejudice it retained jurisdiction to give effect to the settlement order E. holding that the district court had discretion where plaintiff sought to amend a count that had been dismissed with prejudice

assistant: The best answer is E. holding that the district court had discretion where plaintiff sought to amend a count that had been dismissed with prejudice
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 binding upon and inure to the benefit of Mondelēz, the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that neither the Borrower nor Mondelēz shall have the right to assign its rights hereunder or any interest herein without the prior written consent of each of the Lenders.

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: Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah, and has full corporate power and authority to conduct its business as presently conducted and to enter into and perform this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Receipt by the Administrative Agent and the Lenders of (i) pro forma projections of financial statements (balance sheet, income and cash flows) for each of the fiscal years of the Consolidated Parties through December 31, 2018 and (ii) such other information relating to the Consolidated Parties as the Administrative Agent may reasonably require in connection with the structuring and syndication of credit facilities of the type described herein.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company hereby employs Executive as Chief Medical Officer of the Company. Executive shall report directly to the President and Chief Executive Officer of the Company (the “ CEO ”) and shall have the duties, authority and responsibilities customarily held by a person holding the position of Chief Medical Officer in companies engaged in business similar to the Company’s business and shall render such other services as may be reasonably assigned to him from time to time by the CEO.

assistant: Positions
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 Assignment may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each Party that executes the same whether or not all of such Parties execute the same counterpart. If counterparts of this Assignment are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one Assignment, but each counterpart shall be considered 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: We recognize that the Stiekney Lawsuit and the underlying transaction posed a somewhat thorny and complicated circumstance to be resolved. Indeed, an additional layer that Fidelity rightly needed to address was whether Anastasi himself may have been complicit in the forgery or some type of attempt to fraudulently obtain title insurance proceeds. Notwithstanding the legitimate questions facing Fidelity in this ease, it cannot overly rely on the provisions in the policy allowing it to litigate. Rather, the question under Best Place is whether, given the information Fidelity had, the timing when it had the information, and when it reasonably resolved the issues presented by Anastasi’s claim, was there an unreasonable delay in paying Anastasi. See 82 Hawai'i at 133, 920 P.2d at 347 (<HOLDING>). Moreover, Fidelity must meet the enhanced Options: A. holding there can be no claim for bad faith when an insurer has promptly denied a claim that is in fact not covered B. holding that an unreasonable delay in paying benefits will warrant recovery for a bad faith claim C. holding that a bad faith claim arises out of contract for attorney fee statute D. holding that a bad faith claim is a tort E. holding title company liable for bad faith

assistant: The best answer is B. holding that an unreasonable delay in paying benefits will warrant recovery for a bad faith claim
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: 9gag , inc makes no representations or warranties of any kind with respect to the site , the services , including any representation or warranty that the use of the site or services will ( a ) be timely , uninterrupted or error-free or operate in combination with any other hardware , software , system or data , ( b ) meet your requirements or expectations , ( c ) be free from errors or that defects will be corrected , ( d ) be free of viruses or other harmful components .

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: his competency. See Savage, 530 So.2d at 1079 (reversing for an evidentiary hearing because defendant’s mental status was never addressed at the plea hearing and the record “reveals that [defendant's participation in the plea colloquy was limited almost entirely to affirmative responses to the questions posed to him by the trial court”). In addition, because Arseneau had been uncooperative with defense counsel, it is not clear that he was able to disclose to counsel facts pertinent to the case or consult with his counsel with a reasonable degree of rational understanding. Furthermore, Arseneau’s mental health issues were discussed during both hearings but neither the trial court nor counsel ever addressed his competency. See Jackson v. State, 29 So.3d 1161, 1162 (Fla. 1st DCA 2010) (<HOLDING>); Ortiz v. State, 968 So.2d 681, 686 (Fla. 1st Options: A. holding that a signed plea form without a colloquy to establish that defendant read and understood the contents of the form was insufficient to conclusively refute defendants claim that he was not advised regarding the sentence to be imposed B. holding that the state does not have to prove a defendants competency to stand trial C. holding that plea colloquy did not refute defendants claim that counsel was ineffective for failing to investigate his competency because defendants competency was never addressed at the plea colloquy D. recognizing that plea colloquy demonstrated that the defendant understood his rights and voluntarily relinquished them E. holding that competency standard for stand ing trial is same as standard for determining competency to waive right to counsel

assistant: The best answer is C. holding that plea colloquy did not refute defendants claim that counsel was ineffective for failing to investigate his competency because defendants competency was never addressed at the plea colloquy
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: from annoyance, embarrassment, oppression, or undue burden or expense.” The relevant standard for purposes of Rule 26(c) is whether “ ‘good cause’ exists to protect th[e] information from being disclosed to the public by balancing the needs for discovery against the need for confidentiality.” Phillips v. General Motors Corp., 307 F.3d 1206, 1213 (9th Cir.2002). This “good cause” standard presents a lower burden for the party wishing to seal documents than the “compelling reasons” standard. The cognizable public interest in judicial records which underlies the “compelling reasons” standard does not exist for documents produced between private litigants. See Foltz, 331 F.3d at 1134 (“When discovery material is filed with the court ... its status changes.”); Kamakana, 447 F.3d at 1180 (<HOLDING>). The “good cause” standard is not limited to Options: A. holding that court may seal documents if publics right of access is outweighed by competing interests B. recognizing a right of access to civil proceedings C. holding that different interests are at stake with the right of access than with rule 26c D. holding that a plaintiff has no absolute unconditional right of access to the courts and no constitutional right of access to prosecute frivolous or malicious actions E. holding that reasonable access includes general facility access without notice and patient access with twentyfour hour notice

assistant: The best answer is C. holding that different interests are at stake with the right of access than with rule 26c
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: Schedule 3.03 states the name of each of the Borrower’s Subsidiaries as of the Effective Date, its jurisdiction of organization, the issued and outstanding Equity Interests and the owners thereof. Each of the Loan Parties has good and marketable title to all of the Equity Interests it purports to own, free and clear in each case of any Lien (other than Permitted Liens). All Equity Interests of the Borrower’s Subsidiaries have been validly issued, and all such Equity Interests are fully paid and, in the case of each Subsidiary that is a corporation, nonassessable. All capital contributions and other consideration required to be made or paid in connection with the issuance of such Equity Interests have been made or paid, as the case may be. As of the Effective Date, there are no options, warrants or other rights outstanding to purchase any Equity Interests of the Borrower’s Subsidiaries except as indicated on Schedule 3.03 .

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: IT IS MUTUALLY AGREED BY AND BETWEEN THE ASSIGNOR AND THE ASSIGNEE THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS ASSIGNMENT.

assistant: Waiver Of Jury Trials
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: by the government or any other description of the offense charged which indicates the nature and scope of the activity which the government sought to punish in each case, and (5) places where the events alleged as part of the conspiracy took place. Marable, 578 F.2d at 154. We required that these factors be reviewed in tandem for a reason. A single agreement can have as its object several different actions or activities. Moreover, the object of the agreement can be achieved over a period of days, weeks, or months. And the people involved in executing the agreement can change from time to time. In none of these situations, however, can a person be punished under one drug conspiracy statute for more than just the single agreement. See, e.g., Braverman, 317 U.S. at 53, 63 S.Ct. at 101 (<HOLDING>); United States v. Nichols, 741 F.2d 767, 771 Options: A. recognizing that where liability is joint and several among multiple parties complete relief may be granted with respect to any one of them B. holding that the district courts conclusion that the plaintiff spoke as an employee rather than a private citizen is supported by the facts that she aired her complaints only to several school administrators rather than to the public C. recognizing forfeiture liability among criminal confederates to be joint and several D. holding that one agreement cannot be taken to be several agreements and therefore several conspiracies because the agreement envisages the violation of several statutes rather than one E. holding that delay of several hours after the vehicle was seized was reasonable

assistant: The best answer is D. holding that one agreement cannot be taken to be several agreements and therefore several conspiracies because the agreement envisages the violation of several statutes rather than one
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 the terms and conditions of this Agreement, the consummation of the Merger and the other Transactions (the “ Closing ”) shall take place at 9:00 a.m., Central Time, at the offices of Munck Wilson Mandala, LLP, 12770 Coit Road, Suite 600, Dallas, Texas 75251, on a date to be mutually agreed by Parent and the Representative, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver (by the applicable Party in writing) of the conditions set forth in ARTICLE VI (not including conditions which are to be satisfied by actions taken at the Closing but subject to the satisfaction or waiver (by the applicable Party hereto in writing) of those conditions at the Closing) (the date on which the Closing actually occurs, the “ Closing Date ”). The Parties shall use their reasonable best efforts to complete the Closing through electronic means of communication to avoid the necessity of a physical Closing.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: The participant may also be subject to an early withdrawal penalty. But, the plan administrator has no right to payment under the Bankruptcy Code. 11 . See Black’s Law Dictionary 331 (7th ed. (abridged) 2000). 12 . Under the USAF’s system, repayment of 75 percent of the allowance was a condition precedent to receiving retirement checks. Mullen, 696 F.2d at 471. 13 . See, e.g., McVay v. Otero, 371 B.R. 190, No. EP-06-CV-436-PRM (W.D. Tex. April 26, 2007); In re Jones, 335 B.R. 203, 210 (Bankr.M.D.Fla.2005); In re Esquivel, 239 B.R. 146, 151 (Bankr.E.D.Mich.1999); Inre Fulton, 211 B.R. 247, 264 (Bankr.S.D.Ohio 1997); In re Scott, 142 B.R. 126, 131-32 (Bankr.E.D.Va. 1992); In re Jones, 138 B.R. 536, 537-38 (Bankr.S.D.Ohio 1991). But see In re Buchferer, 216 B.R. 332 (Bankr.E.D.N.Y.1997) (<HOLDING>). 14 . The bankruptcy court has also pointed Options: A. holding that a debtors obligation to repay a pension plan loan is a debt because the plans right to offset the obligation against future benefits constitutes a method of enforcement sufficient to create a right to payment B. holding that a payment is under the plan when the debt is provided for in the plan C. holding that benefits in excess of the support obligation could not be credited against future support D. holding that obligation to pay pension benefits gave rise to a constructive trust relationship and obligation was not discharged in bankruptcy E. holding that insurance obligation was primary to indemnity obligation

assistant: The best answer is A. holding that a debtors obligation to repay a pension plan loan is a debt because the plans right to offset the obligation against future benefits constitutes a method of enforcement sufficient to create a right to payment
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: Beginning on the Actual Deactivation Date and continuing until the end of the Term, Westmoreland agrees to sell, and DNCP agrees to purchase, all of the Substitute Energy, subject to the terms and conditions of this Agreement and up to the Delivered Energy Cap.

assistant: Sales
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 Term of this Agreement shall be from the Effective Date and, in the absence of early termination as provided for below, shall expire upon the expiration of the last to expire patent claim from the Enumeral IP covering the use, import, offering for sale or sale of any Product.

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: Without limiting the aforesaid, the existence of discussions between the Parties regarding the Proposed Transaction shall constitute Confidential Information hereunder. a. The Receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the Disclosing Party, all Confidential Information and any information about the Proposed Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the Receiving Party or its Representatives; provided, however, that the Receiving Party may disclose such Confidential Information to its Representatives who are actively and directly participating in its evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction; All media releases, public announcements and other disclosures by either Party relating to this Agreement or the subject matter hereof, including promotional or marketing material, but excluding announcements intended solely for internal distribution or to meet legal or regulatory requirements, shall be coordinated with and approved by the other Party prior to release.

assistant: Yes
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 issuance or transfer of shares of Stock or other property to Participant or Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of exercise with respect to purchased Shares.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.

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 case excerpt and choose the best holding from the options. Case excerpt: the jury to hear Grindle’s version of the events without his being subjected to cross-examination by the State. In this context, the court’s exclusion of a single statement from the recorded interview was in no way prejudicial to his defense and did not violate his right to due process. See M.R. Evid. 412(b)(1)(C); see also Drewry, 2008 ME 76, ¶¶ 27-28, 946 A.2d 981. [¶ 13] We are also unpersuaded by Grin-dle’s contention that the statement was admissible pursuant to Rule 412(b). Grin-dle sought to introduce his own hearsay opinion of the victim’s sexual predisposition whereas the rule permits, in limited circumstances, evidence only of specific instances of an alleged victim’s sexual behavior. See M.R. Evid. 412(b)(1)(A)-(B); cf. State v. Arnold, 421 A.2d 932, 937-38 (Me. 1980) (<HOLDING>). The court did not abuse its discretion in Options: A. holding that opinion testimony was inadmissible to prove a persons character or character trait when maine rule of evidence 405 permitted only evidence of reputation or specific instances of conduct B. holding that evidence of other crimes though generally inadmissible to show character is admissible to show for instance proof of motive or plan C. recognizing that under the proper application of rule 608b extrinsic evidence of specific instances of bad conduct is made inadmissible when offered to prove a witnesss character for untruthfulness D. holding counsel was not ineffective for making tactical decision to present character evidence in favor of the defendant which opened the door to states presentation of evidence of defendants bad character especially when limiting instruction mitigated any potential prejudice E. holding impeachment evidence was not merely cumulative where the withheld evidence was of a different character than evidence already known to the defense

assistant: The best answer is A. holding that opinion testimony was inadmissible to prove a persons character or character trait when maine rule of evidence 405 permitted only evidence of reputation or specific instances of conduct
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 Lenders shall indemnify (to the extent not reimbursed by the Borrower) and hold harmless the Administrative Agent and each of its employees, representatives, officers, directors, agents, consultants, counsel, accountants, and advisors (each an “ Administrative Agent Indemnified Person ”) pro rata in accordance with their Commitment Percentages from and against any and all claims, liabilities, investigations, losses, damages, actions, demands, penalties, judgments, suits, investigations, costs, expenses (including fees and expenses of experts, agents, consultants and counsel) and disbursements, in each case, of any kind or nature (whether or not an Administrative Agent Indemnified Person or any such Lender is a party to any such action, suit or investigation) whatsoever which may be imposed on, incurred by, or asserted against an Administrative Agent Indemnified Person resulting from any breach or alleged breach by the Credit Parties of any representation or warranty made hereunder, or otherwise in any way relating to or arising out of the Commitments, this Agreement, the other Loan Documents or any other document contemplated by this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, any other Loan Document, or any other document contemplated by this Agreement (other than Bank Products Documents), the making, administration or enforcement of the Loan Documents and the Loans or any transaction contemplated hereby or any related matters unless, with respect to any of the above, such Administrative Agent Indemnified Person is determined by a final non-appealable judgment of a court of competent jurisdiction to have acted or failed to act with gross negligence or willful misconduct. This Section 9.10 is for the benefit of each Administrative Agent Indemnified Person and shall not in any way limit the obligations of the Credit Parties under Article 6. The provisions of this Section 9.10 shall survive the termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Waiver may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one agreement. The parties hereto agree that their electronically transmitted signatures on this Waiver shall have the same effect as manually transmitted signatures.

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 representations and warranties made by the Purchaser(s) in Section 4 hereof shall be true and correct in all material respects as of the Closing, and the Purchasers shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The validity, construction, and effect of this Award Agreement, and of any determinations or decisions made by the Committee relating to this Award Agreement, and the rights of any and all persons having or claiming to have any interest under this Award Agreement, shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the district which includes the city or town in which the Company’s principal executive office is located, and you hereby agree and submit to the personal jurisdiction and venue thereof.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Initial Purchasers set forth in or made pursuant to this Agreement (i) will remain operative and in full force and effect, regardless of any (A) investigation, or statement as to the results thereof, made by or on behalf of any Initial Purchaser, the officers, employees, agents or affiliates of any Initial Purchaser, or any person controlling the Initial Purchaser, the Company, the officers or employees of the Company, or any person controlling the Company, as the case may be or (B) acceptance of the Securities and payment for them hereunder and (ii) will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. The provisions of Section 5, Section 7, Section 9, Section 10, this Section 14, Section 18 and Section 19 hereof shall survive the termination or cancellation of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each applicable *** will be paid on the applicable True-Up Date as follows: (i) if the *** is a positive number, then the Independent Fiduciary will irrevocably direct the Plan Trustee to pay to Prudential an amount, in Cas h, equal to the *** or (ii) if the *** is a negative number, then Prudential will pay to the Plan Trustee an amount, in Cas h, equal to the absolute value of the *** . Upon payment of each *** , the Company and Prudential will amend the Contract on the applicable True-Up Date to reflect such *** and payment thereof and the revised annuity exhibit.

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: In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties hereto agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

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: Landlord represents and warrants that no consent or approval of this First Amendment by any third party (expressly including the holder of any mortgage encumbering the Building) is required or that each such consent or approval has been obtained by Landlord and is in full force and effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: On the Restatement Effective Date, the Original Credit Agreement shall be amended and restated in its entirety and governed by the terms of this Agreement, all as more particularly described herein; provided that the provisions of the Original Credit Agreement which are expressly stated to survive the termination of the Original Credit Agreement shall survive and remain in full force and effect. The parties acknowledge and agree that this Agreement and the other Credit Documents do not constitute a novation, payment and reborrowing or termination of the obligation under the Original Credit Agreement, and that all such obligations are in all respects continued and outstanding as obligations under this Agreement or provided in the Restatement Agreement except to the extent such obligation are modified from and after the Restatement Effective Date, as provided in this Agreement and the other Credit Documents. From and after the Restatement Effective Date, the Obligations under, and as defined in, the Original Credit Agreement are and shall continue as Obligations under this Agreement and the Credit Documents until otherwise paid in accordance with the terms hereof. Without limiting the generality of the foregoing, the Security Documents and the grant of liens on all of the Collateral (as each such term is defined in the Original Credit Agreement), do and shall continue to secure the payment of all Obligations of the Obligors under Credit Documents, in each case, as amended by this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The powers and duties of all officers shall be such as the terms of their engagement call for or as the board of directors or (except for those whose powers and duties are to be specified only by the board of directors) the president may specify. The board of directors and (except as aforesaid) the president may, from time to time and subject to the provisions of the General Corporation Law of the State of Delaware, vary, add to or limit the powers and duties of any officer. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board of directors or the president otherwise directs.

assistant: Powers
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: Mr. Robbins asserts that the district court erred in calculating the tax-loss amount attributable to his crimes, a determination which affects his sentence under the advisory Federal Sentencing Guidelines. See U.S.S.G. § 2T1.1. On guideline issues, we review legal questions de novo, factual findings for clear error, and give due deference to the district court’s application of the guidelines to the facts. United States v. Wolfe, 435 F.3d 1289, 1295 (10th Cir.2006). In determining the total tax loss, “all conduct violating the tax laws should be considered as part of the same course of conduct or common scheme or plan unless the evidence demonstrates that the conduct is clearly unrelated.” U.S.S.G. § 2T1.1, cmt. n. 2. See also United States v. Hayes, 322 F.3d 792, 801-02 (4th Cir.2003) (<HOLDING>). The tax loss proved at trial amounted to Options: A. holding that tax loss may include amounts in returns prepared by the defendant but not included in the indictment B. holding crimefraud exception applied to testimony of attorney and accountant who prepared his clients tax returns during grand jury investigation for tax evasion C. holding that tax returns and tax return information cannot regain their confidential status once the returns have become part of the public record by their use in a public trial D. holding that the lower court erred both in requiring production of copies of the defendants income tax returns and in receiving the returns into evidence over objection E. holding that tax returns are privileged under the statutes that prohibited the tax board and employees from disclosing any information and this privilege should not be nullified by allowing third parties to obtain the information by demanding copies of the returns

assistant: The best answer is A. holding that tax loss may include amounts in returns prepared by the defendant but not included in the indictment
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 Option shall vest as follows: (i) twenty-five percent (25%) of the Option shall vest on the first annual anniversary of the date of grant; and (ii) as of the first day of each calendar month after the first annual anniversary of the date of grant, an additional 2.0833% of the Option shall vest; so that on the fourth annual anniversary of the date of grant, 100% of the Option will become vested. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and (x) the Participant experiences an involuntarily Termination of Service for reasons other than Cause, or (y) the Participant experiences a Termination of Service for Good Reason, in either case, on or within one (1) year after the date of the Change of Control, the unvested portion of the Option will become vested as of such Termination of Service.

assistant: Vesting
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 Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If a Participant who holds Restricted Shares or Restricted Share Units fails to satisfy the restrictions, terms or conditions applicable to the Award, except as otherwise determined by the Committee, the Participant shall forfeit the Restricted Shares or Restricted Share Units. The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse upon a Change in Control or a Participant’s death or Disability; however, to the extent the Restricted Shares or Restricted Share Units are intended to qualify for the Performance-Based Exception, the provisions of Section 6(d)(iv) will apply.

assistant: Forfeitures
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 parties hereto agree that monetary damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is expressly agreed that the parties hereto shall be entitled to equitable relief, including injunctive relief and specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or in equity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive shall be entitled to participate in the Company’s health, life insurance, disability, dental, retirement, savings, flexible spending accounts and other employee benefit and fringe benefit plans, programs and arrangements, if any, on the same basis as benefits are generally made available to other senior executives of the Company. The Executive shall be entitled to four (4) week’s paid vacation per calendar year in accordance with the Company’s policy, pro-rated for the first calendar year.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: THE PURCHASER, THE SELLER, THE SERVICERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PURCHASER, THE SELLER, THE SERVICERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

assistant: Waiver Of Jury Trials
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: Unless otherwise defined herein, terms defined in the Existing Forbearance Agreement or the Loan Agreement and used herein shall have the respective meanings given to them in the Existing Forbearance Agreement or the Loan Agreement, as applicable .

assistant: Defined 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: Except for the filing of the Certificate of Designation with the Secretary of State of Delaware, the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods. Subject to the accuracy of the representations and warranties of each Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Securities, (ii) the issuance of the Conversion Shares upon due conversion of the Preferred Shares, and (iii) the other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Certificate of Incorporation or Bylaws that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: CERCLA preempts state law in this situation. See Barton Solvents, Inc. v. Southwest Petro-Chem, Inc., 836 F.Supp. 757, 761 (D.Kan.1993); BASF Corp. v. Central Transport, Inc., 830 F.Supp. 1011, 1013 (E.D.Mich.1993); Bancamerica Commercial Corporation v. Mosher Steel of Kansas, Inc., 1993 WL 370817, *1 (D.Kan.1993); City and County of Denver v. Adolph Coors Co., 813 F.Supp. 1471, 1474-75 (D.Colo.1992); Stychno v. Ohio Edison Co., 806 F.Supp. 663, 669 (N.D.Ohio 1992); Traverse Bay Area Intermediate Sch. Dist. v. Hitco, Inc., 762 F.Supp. 1298, 1301 (W.D.Mich.1991); United States v. Distler, 741 F.Supp. 643, 646 (W.D.Ky.1990); United States v. Sharon Steel Corp., 681 F.Supp. 1492, 1496-98 (D.Utah 1987); but see Levin Metals Corp. v. Parr-Richmond Terminal Co., 817 F.2d 1448 (9th Cir.1987) (<HOLDING>). Having found CERCLA preempts South Carolina’s Options: A. holding cercla does not preempt californias corporate capacity statute B. holding that erisa does not preempt professional malpractice claims C. recognizing cercla successor liability D. holding that notice not required because cercla is a strict liability statute E. holding that californias antislapp statute is applicable in federal court

assistant: The best answer is A. holding cercla does not preempt californias corporate capacity statute
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you cancel your subscription , you may use your subscription until the end of your then-current subscription term , and your subscription will not be renewed after your then-current term expires .

assistant: None