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: You agree to assist Cavco, upon its reasonable request, in participating in the preparation for, response to, prosecution and/or defense of any litigation, investigation or other matter arising out of or related to your employment with or duties while employed with Cavco, including but not limited to the current SEC investigation in which you have been subpoenaed. You agree this obligation will survive the termination of your employment. If the cooperation is required after the termination of your employment, the Company will schedule the cooperation to minimize disruption to your schedule and agrees to compensate you for your reasonable legal expenses associated with that cooperation.

assistant: Cooperation
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 Borrowers maintain, and have caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. As of the Effective Date, Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries, and all premiums due and owing in respect of such insurance have been paid.

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 case excerpt and choose the best holding from the options. Case excerpt: reported in good faith a violation of law (4) to an appropriate law enforcement agency, and (5) that the plaintiffs report was the but-for cause of the defendant’s suspending, firing, or otherwise discriminating against the plaintiff at the time the defendant took that action. Id.; Tex. Dep’t of Human Servs. v. Hinds, 904 S.W.2d 629, 636 (Tex.1995) (explaining the causation element). A “law” is a state or federal statute, an ordinance of a local governmental entity, or a rule adopted under a statute or ordinance. Tex. Gov’t Code Ann. § 554.001(1) (Vernon 2004). The City has not argued that its charter is not a “law” under the Whistleblower Act, so we will assume for purposes of this appeal that it is. See City of Beaumont v. Bouillion, 873 S.W.2d 425, 447 (Tex.App.-Beaumont 1993) (<HOLDING>), rev’d on other grounds, 896 S.W.2d 143 Options: A. holding that under virginia law a corporation with a revoked charter can file a voluntary petition B. holding that a claimunder the pennsylvania human rights act was barred by eleventh amendment immunity while simultaneously holding that a claim under the whistleblower law was untimely rather than precluded C. holding that legislation which repealed the charter of the city of jacksonville did not violate constitutional provision prohibiting local or special laws which change the charter of a city D. holding that a jurys finding that a city had delegated its final policymaking authority in the area of law enforcement to a city police chief was supported by the evidence and warranted imposing liability upon the city E. holding that a city charter is a law under the whistleblower act

assistant: The best answer is E. holding that a city charter is a law under the whistleblower act
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: No waiver of any term or condition of this Agreement shall be valid or binding on a Member unless the same shall have been set forth in a written document, specifically referring to this Agreement and duly signed by the waiving Member.

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: is also asked to indicate whether they have ever been convicted of a felony, and to indicate the type and date of the conviction. The same paragraph cautions that inaccurate or false statements will disqualify the consumer from consideration. The paragraph authorizing procurement of the report also discussed the effect of a photocopy. Other courts have similarly determined that such informational items go beyond a disclosure from an employer. See Legrand, 2016 WL 1618135 at *4-5 (finding that a document which requests a consumer to “directly disclose whether they have ever been convicted of a crime” is not a document “consisting solely” of the disclosure.); see also Shoots et. al., v. iQor Holdings US Inc., 183 F.Supp.3d 950, 955-56, 2016 WL 1733437, *5 (D.Minn. April 29, 2016) (<HOLDING>). Defendant’s arguments to the contrary lack Options: A. holding that information disclosed to jurors as a result of their presence at trial ie that the defendant did not testify did not constitute extraneous prejudicial information within the meaning of the rule 606b exception B. holding that the plaintiff sufficiently pleaded a violation of the fcra based on extraneous information where it was alleged that the document included broad language regarding disclosure of the information the accuracy of the information the consequences of providing a false statement and the effect of a photocopy C. holding that the furnishing of misleading information cannot support a claim for negligent misrepresentation the information must be false D. holding that the disclosure is a public disclosure within the meaning of the fca if the the prior public disclosure contained enough information to enable the government to pursue an investigation against the defendant E. holding alleged disclosure of personal medical information to other employees sufficiently met elements of private facts tort

assistant: The best answer is B. holding that the plaintiff sufficiently pleaded a violation of the fcra based on extraneous information where it was alleged that the document included broad language regarding disclosure of the information the accuracy of the information the consequences of providing a false statement and the effect of a photocopy
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 Performance Stock Units will vest based on the Company’s performance during each Performance Period and your provision of Continuous Service from the Date of Grant through the date of settlement of the Award. All Performance Stock Units will be forfeited upon a termination of your Continuous Service prior to the settlement of the Award and you will have no further right, title or interest in such Award or any shares of Common Stock or cash with respect to such Award.

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 case excerpt and choose the best holding from the options. Case excerpt: in the abstract where the State believes the evidence would support such factors. Wyatt’s argument assumes that the discussion of legal theories in the abstract will bias the jurors and cause them to presume such circumstances transpired in the case before them. However, as Wyatt recognizes, after counsel objected, the trial judge explicitly instructed the jurors that such circumstances did not necessarily occur in this ease. Even if the statement had been improper, however, Wyatt failed to establish prejudice — that “appellate counsel’s deficiency ‘compromised the appellate process to such a degree as to undermine confidence in the correctness of the result.’ ” Rutherford, 774 So.2d at 643 (quoting Thompson, 759 So.2d at 660); see, e.g., Bell v. State, 965 So.2d 48, 78-79 (Fla.2007) (<HOLDING>). Thus, we deny this claim. D. Failure to Options: A. holding that defendants have a right to be present at voir dire B. holding that the defendant failed to establish his appellate counsel was ineffective in failing to challenge a ruling pertaining to an isolated comment that was made during voir dire before the presentation of evidence even began C. holding that defense counsel may decide whether to consent to voir dire proceedings before a federal magistrate D. holding that because the defendant failed to make any objection at the close of voir dire he waived his batson claim E. holding that where trial counsel was not ineffective appellate counsel was not ineffective for failing to raise claim of ineffectiveness of trial counsel

assistant: The best answer is B. holding that the defendant failed to establish his appellate counsel was ineffective in failing to challenge a ruling pertaining to an isolated comment that was made during voir dire before the presentation of evidence even began
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 to First Amendment and Limited Waiver is a Loan Document. This Amendment to First Amendment and Limited Waiver may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment to First Amendment and Limited Waiver by fax, email or other electronic transmission (including in .pdf or .tif format) shall be effective as delivery of a manually executed counterpart of this Amendment to First Amendment and Limited Waiver.

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: that, in a suit affecting the parent-child relationship, the attorney’s fees are often incurred for the benefit of the child, such fees are not automatically “in the nature of child support.” These fees were not incurred for the enforcement of a child support obligation. Rather, the fees arise from a joint divorce proceeding and suit affecting the parent-child relationship, in which a child support obligation was created. Because these fees were specifically designated as costs under § 11.18 [currently Section 106.002], and are part of the divorce proceedmgs, we find that the fees are a debt Daggett, 869 S.W.2d at 637. Inexplicably, the Hardin Court cited Daggett as authority, even though Daggett is directly at odds with Hardin’s ultimate conclusion. See Hardin, 161 S.W.3d at 26-27 (<HOLDING>). With the exception of Hardin and today’s Options: A. holding that the order on the wifes petition for modification of child support was a final order because it disposed of all the issues except for the ancillary issue of attorneys fees B. holding that a judgment for attorneys fees may be rendered in the nature of child support regardless of whether the underlying action is one of enforcement or modification C. holding in modification suit in which no enforcement was ordered that trial court did not abuse its discretion in ordering father to pay mothers attorneys fees as child support under the necessaries rule D. holding that attorneys fees and costs may not be awarded as child support when they are incurred in a suit to modify the parentchild relationship that does not involve the enforcement of a child support obligation E. holding in nonenforcement modification suit that court of continuing jurisdiction may order one parent to pay the reasonable attorneys fees of the other parent as additional child support if the fees are necessaries for the benefit of the children

assistant: The best answer is B. holding that a judgment for attorneys fees may be rendered in the nature of child support regardless of whether the underlying action is one of enforcement or modification
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: liability on such an owner or lessor in such circumstances would, to say the least, create an obstacle to fulfilling that policy and goal. We recognize that the case authorities regarding the preemptive effect of this provision are far from consistent in either their conclusions or their reasoning. See Matei v. Cessna Aircraft Co., 35 F.3d 1142 (7th Cir.1994) (affirming unreported district court decision, 1990 WL 43351 (N.D.Ill. Mar. 30, 1990), and holding that liability under Illinois bailment law was preempted, but also discussing the fact that the state law would not have provided relief); Rogers v. Ray Gardner Flying Serv., Inc., 435 F.2d 1389 (5th Cir.1970) (noting that 49 U.S.C § 1404 “appears clearly and forthright WL 1793907 (R.I.Super.Ct. Jul. 18, 2005) (unpublished decision) (<HOLDING>); Retzler v. Pratt & Whitney Co., 309 Options: A. holding that a somewhat different indiana state statute imputes liability to absent owner of an aircraft B. holding flsa did not preempt state law fraud claim C. holding that vicarious coconspirator liability need not be charged in the indictment D. holding that 49 usc 44112 did not preempt state law imposing vicarious liability on an owner of an aircraft E. recognizing common law right to indemnity when a partys liability is vicarious

assistant: The best answer is D. holding that 49 usc 44112 did not preempt state law imposing vicarious liability on an owner of an aircraft
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the date hereof, the representations and warranties set forth in the Distribution Agreements are true and correct to the extent set forth therein, and incorporated by reference in their entirety herein. With respect to each Closing, as of each Applicable Time (as defined in the Distribution Agreements) with respect to each sale that occurred during the calendar quarter from which the number of Shares to be sold at such Closing was calculated, the representations and warranties set forth in the Distribution Agreements were true and correct to the extent set forth therein, subject to any waivers or exceptions agreed to on or before such sale by the Agent (as defined in the Distribution Agreements) selling such shares.

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 legal provision and list the applicable contract clause categories. Provision: Subject to Section 5.4 below, Executive agrees that Executive will not disparage the Company or its or their current or former officers, directors, and employees in any way; further, Executive will not make or solicit any comments, statements, or the like to the media or to others that would be considered derogatory or detrimental to the good name or business reputation of any of the aforementioned entities or individuals; provided , that this Section does not prohibit statements which Executive is required to make under oath or which are otherwise required by law, provided , that such statements are truthful and made in a professional manner; further provided , that this Section does not prohibit Executive from making statements which would otherwise be in violation of this Section, provided such statements are made by Executive in response to public statements made by the Company, or its authorized representatives, which are derogatory or detrimental to the good name or business reputation of Executive.

assistant: Non-Disparagement
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 shall promptly execute, deliver, file or record such agreements, instruments, certificates and other documents and take such actions as the other parties may reasonably request or as may otherwise be necessary or proper to carry out the terms and provisions of this Agreement and to consummate and perfect the transactions contemplated hereby.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: defendant must first show actual prejudice from the delay, and the court must then weigh any demonstrable reasons for the delay against the significance of the particular prejudice on a case-by-case basis. See Rivera v. State, 717 So.2d 477, 483 (Fla.1998) (citing Rogers v. State, 511 So.2d 526, 531 (Fla.1987)). If Overton’s counsel had asserted a challenge based on the preindictment delay, the claim would have failed under both of the required elements. Under the first, Overton could not establish there was actual prejudice from the delay. Even assuming alibi witnesses and Amoco timecards or receipts would have established that Overton worked the late night shift on August 21, 1991, this would only provide an incomplete alibi at best as discussed above. See Rivera, 717 So.2d at 483-84 (<HOLDING>). With regard to Loma Swaby no longer being Options: A. holding the failure to call alibi witnesses promised during opening statement was not ineffective assistance of counsel B. holding that there was not deficient performance with regard to the failure to investigate the alibi defense claim because the available testimony provided at best an incomplete alibi as the testimony still allowed for a two to threehour window for the defendant to commit the murder C. holding that the failure to interview and present alibi witnesses who would have supported the defendants version of events was prejudicial D. holding that the ineffective assistance of counsel claim for counsels failure to present the preindictment delay issue was without merit because there was no actual prejudice to the supposed alibi defense as the now unavailable witnesses would not have provided the defendant with an alibi for the time when the murder could have occurred E. holding that the claim with regard to the failure to present an alibi was insufficiently pled because the motion did not describe how the alibi witness would have supported the alibi with exculpatory evidence citing jacobs v state 880 so2d 548 fla2004

assistant: The best answer is D. holding that the ineffective assistance of counsel claim for counsels failure to present the preindictment delay issue was without merit because there was no actual prejudice to the supposed alibi defense as the now unavailable witnesses would not have provided the defendant with an alibi for the time when the murder could have occurred
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: One of FIRREA’s provisions, 12 U.S.C. § 1821(e), gives the receiver the right to repudiate any contract that the bank may have made before receivership if the FDIC receiver, "in its discretion" decides that performance will be "burdensome” and that disavowing the obligation will "promote the orderly administration” of the failed institution's affairs. 2 . Without deciding the retroactivity of the provision, we note that the Crafts’ argument regarding analysis of local credit markets under 12 U.S.C. § 1821(d)(2)(E), is misguided because this FIR-REA provision only applies to the decision to liquidate (i.e., enter into receivership), not the subsequent decision of the receive pplies retroactively to this case. But cf. Oklahoma Radio Assocs. v. FDIC, 987 F.2d 685, 695-96 (10th Cir.1993) (<HOLDING>); RTC v. Guadalupe Plaza, 918 F.Supp. 1441, Options: A. holding that 523a13 does not apply retroactively B. holding miranda decision does not apply retroactively C. holding that 1823e does not apply to a claim relating to a letter of credit a letter of credit is a liability not an asset D. holding that more stringent requirements of 1823e do not apply retroactively E. holding that apprendi does not apply retroactively

assistant: The best answer is D. holding that more stringent requirements of 1823e do not apply retroactively
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 make offers to defendants. See Delta Air Lines, 450 U.S. at 350, 101 S.Ct. at 1149 (“The Rule has no application to offers made by the plaintiff.”). BNSF correctly notes that Boyd, as plaintiff, could not have recovered double costs if he had brought suit in federal court. The question then becomes whether the unavailability of double costs for plaintiffs in federal court is a sufficient difference in outcome to warrant preemption. Both Felder and Johnson analyzed the difference in outcomes between state and federal courts, in the context of § 1983 actions, because different outcomes would show that application of the state rule was “inconsistent with [the] federal interest in intrastate uniformity” underlying § 1983. Felder, 487 U 49, 63 S.Ct. 246, 253, 87 L.Ed. 239 (1942) (<HOLDING>). Johnson provides an example of a state rule Options: A. holding that discovery under the federal rules of civil procedure is broad in scope and freely permitted B. holding that the plaintiff was denied the benefit of the bargain and therefore had standing where plaintiff did not receive the full number of agreedupon minutes he purchased in a wireless cellular phone service agreement C. holding that state burdenofproof rule was not a mere incident of form of procedure and denied admiralty plaintiff the benefit of the full scope of federally created rights D. holding that a state agency created under state law was a state actor E. holding that when an agency fails to follow the proper procedure under the illinois administrative procedure act for the adoption of rules the rule is invalid

assistant: The best answer is C. holding that state burdenofproof rule was not a mere incident of form of procedure and denied admiralty plaintiff the benefit of the full scope of federally created rights
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: Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with (other than the filing of a Form D with the SEC and other filings as may be required by state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date (or in the case of the filings detailed above, will be made timely after the Closing Date), and the Company and its Subsidiaries is unaware of any facts or circumstances that might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings pursuant to the preceding sentence. The Company is not in violation of the listing requirements of the Principal Market and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Notes shall not have the effect of delisting or suspending the Common Stock from the Principal Market.

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: Sellers are not, and, to Sellers’ Knowledge, no other party is in breach of (and no event has occurred which, with notice or the lapse of time or both, would constitute a breach of) any of the agreements listed on Schedule 1.1(a) . Each such agreement constitutes, to Sellers’ Knowledge, the legal, valid and binding obligation of the applicable Seller, enforceable against such Seller and any other party thereto, in accordance with their respective terms, except as such enforceability may be limited by laws affecting the enforcement of creditors’ rights and general principles of equity.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The representations and warranties of the Company and the Investor contained in Sections 3 and 4 , the agreements and covenants set forth in Section 5 , and the indemnification provisions set forth in this Section 11 , shall survive each of the Closings and the termination of this Agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The audited and unaudited financial statements delivered pursuant to Section 6.1(e)(i) fairly present on a Consolidated basis the assets, liabilities and financial condition of the Borrower and its Subsidiaries as at such dates, and the results of the operations and changes of financial condition for the periods then ended (other than customary year-end adjustments for unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The projections delivered pursuant to Section 6.1(e)(ii) were prepared in good faith on the basis of the assumptions believed to be reasonable at the time delivered and in light of then existing conditions, it being understood that (1) actual results may vary materially from the projections, (2) the projections relate to future events and are not to be viewed as facts, (3) the projections are subject to significant uncertainties, many of which are beyond the control of the Borrower and (4) no assurance can be given that the projections will be realized.

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: Any and all notices, requests, demands and other communications provided for by this Agreement will be in writing and will be effective when delivered in person, consigned to a reputable national or international courier service (including Federal Express), and addressed to you at your last known address on the books of the Company or, in the case of the Company, at the Company’s principal place of business, attention of the President of the Company, or to such other address as either party may specify by notice to the other actually received.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be construed and enforced, along with any rights, remedies, or obligations provided for hereunder, in accordance with the laws of the State of California applicable to contracts made and to be performed entirely within the State of California; provided that the enforceability of Section 9(h) below shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and not the laws of the State of California.

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: No delay by Holder in exercising any power or privilege hereunder, nor any single or partial exercise of any power or privilege hereunder, shall preclude any other or further exercise thereof, the exercise of any other power or privilege hereunder.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if the amount of the claim exceeds us$ 10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation , evernote will pay as much of the filing , administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive .

assistant: None
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Unregistered Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction) or, in the case of the Designated Holder, in accordance with the terms of its subsidiary’s mutual confidential disclosure agreement with the Company (the “ CDA ”). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

assistant: Confidentiality
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: For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid and addressed to the address of the respective party set forth on the first page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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 case excerpt and choose the best holding from the options. Case excerpt: for the disposition, by a judge of the court, of any motion excepted in subparagraph (A), of applications for posttrial relief made by individuals convicted of criminal offenses and of prisoner petitions challenging conditions of confinement. (C) the magistrate shall file his proposed findings and recommendations under subparagraph (B) with the court and a copy shall forthwith be mailed to all parties. Within ten days after being served with a copy, any party may serve and file written objections to such proposed findings and recommendations as provided by rules of court. A judge of the court shall make a de novo determination of those portions of the report or specified proposed findings or recommendations to which objection is made. A judge of the court may accept, r (6th Cir.1993) (<HOLDING>); Vitols v. Citizens Banking Co., 984 F.2d 168, Options: A. holding that a motion for rule 37 sanctions is dispositive B. holding that a motion to intervene is not dispositive of a claim or defense of a party C. holding that rule 11 sanctions are dispositive and thus subject to de novo review D. holding that a motion for rule 37 sanctions should be promptly made thereby allowing the judge to rule on the matter when it is still fresh in his mind and that the motion should normally be deemed waived if it is not made prior to trial E. holding that a motion for rule 11 sanctions is dispositive

assistant: The best answer is A. holding that a motion for rule 37 sanctions is dispositive
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: Neither this Agreement nor any of the rights and obligations of the parties may be assigned by any party without the prior written consent of the other party, except that (i) the Recipient may assign its rights under this Agreement to any Affiliate or Affiliates of the Recipient without the prior written consent of the Provider, (ii) the Provider may assign any rights and obligations hereunder to (A) any Affiliate or Affiliates of the Provider capable of providing such Services hereunder or (B) third parties to the extent such third parties are routinely used to provide the Services to Affiliates and businesses of the Provider, in either case without the prior written consent of the Recipient, and (iii) an assignment by operation of Law in connection with a merger or consolidation will not require the consent of the other party. Notwithstanding the foregoing, each party will remain liable for all of its respective obligations under this Agreement. Subject to the first sentence of this Section 5.14, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns and no other person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section 5.14 will be void.

assistant: Assignments
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: Neither the Board nor the Compensation Committee, nor any member of either, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Compensation Committee shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage, judgment, settlement, or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors’ and officers’ liability insurance coverage which may be in effect from time to time.

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 case excerpt and choose the best holding from the options. Case excerpt: costs were actually incurred, see Kilbarr Corp. v. General Services Administration (In re Remington Rand), 836 F.2d 825, 833 n. 7 (3rd Cir.1988) (a claim arises when a party knows or should know of its right to payment); Schweitzer v. Consolidated Rail Corp., 758 F.2d 936, 943 (3rd Cir.1985), cert. denied sub nom., Reading Co. v. Schweitzer, 474 U.S. 864, 106 S.Ct. 183, 88 L.Ed.2d 152 (1985); Avellino & Bienes v. M. Frenville Co. (In re Frenville), 744 F.2d 332 (3d Cir.1984), cert. denied, 469 U.S. 1160, 105 S.Ct. 911, 83 L.Ed.2d 925 (1985); Jensen v. Bank of America N.T. & S.A. (In re Jensen), 114 B.R. 700, 705-706 (Bankr.E.D.Calif.1990), then the response costs did not arise until after confirmation, and are not discharged, see id. 3 . See Mardan, Lyncott, Southland, and FMC, supra (<HOLDING>). But see AM International, Inc. v. Options: A. holding that private parties may contract to transfer financial responsibilities under cercla B. holding that parties can stipulate that they were both parties to a contract and thus the real parties in interest even when one party did not sign the contract C. holding that nonsignatories to a contract have no rights under the contract and thus no standing to assert claims under the contract D. holding that transferees failed to satisfy element of defense where they were aware of debtors financial problems at the time of transfer had lent money to debtor prior to transfer and not all money had been repaid E. holding contract not unconscionable where parties were of equal bargaining power plaintiff had opportunity to have an attorney review the contract the contract was clear and easily read the plaintiff had been a party to similar contracts in the past and was under no financial pressure to sign the con tract

assistant: The best answer is A. holding that private parties may contract to transfer financial responsibilities under cercla
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: 8 without an apartment would be tantamount to no relief at all. Similarly, a change in NYCHA’s Section 8 termination policies and practices would mean little to plaintiffs who have already lost their apartments. Preliminary injunctive relief thus is essential to aid this Court’s ability to decide the claims and accord the appropriate relief. Id. at 256. Central to the court’s rationale was that the NYCHA was not, and could not become, a party to the state court eviction proceedings, which were between the private landlords and the plaintiffs. Thus, if the eviction proceedings were not enjoined, the court would be “unable to accord meaningful relief to the parties”. Id.; see also Lattimore v. Northwest Coop. Homes Ass’n, No. 90-CV-49, 1990 WL 10521534, at *4 (D.D.C. March 26, 1990) (<HOLDING>); cf. Caulder v. Durham Hous. Auth., 433 F.2d Options: A. holding that a notice of appeal filed in an adversary proceeding could not appeal the main proceeding B. holding that the longer appeal period from a judgment controlled over the shorter appeal period in a certiorari proceeding when the two proceedings were consolidated in the district court and the certiorari proceeding was not an independent proceeding C. holding that the court was not barred from enjoining the eviction proceeding based on the second exception to the antiinjunction act because the plaintiff could not raise her claims as a defense in the eviction proceeding D. holding that misleading testimony regarding the purpose of a proceeding did not warrant inquiry into the result of the proceeding E. holding that a workers compensation proceeding is a legal proceeding

assistant: The best answer is C. holding that the court was not barred from enjoining the eviction proceeding based on the second exception to the antiinjunction act because the plaintiff could not raise her claims as a defense in the eviction proceeding
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 Credit Party has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest, each Credit Party has timely paid all foreign, federal, state and material local Taxes, assessments, deposits and contributions owed by such Credit Party. Other than as disclosed to Agent in accordance with Section 6.2, Borrower is unaware of any claims or adjustments proposed for any prior tax years of any Credit Party which could result in additional Taxes becoming due and payable by such Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an " ERISA Affiliate ") (i) has failed to satisfy the "minimum funding standards" (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, with respect to any Pension Plan, (ii) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any "reportable event" as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each "plan" (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.

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: This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender , Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective 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: Each party shall be responsible for payment of the costs and expenses it incurs in connection with the evaluation, processing and documentation of the transactions contemplated by this Amendment, including all reasonable attorneys’ fees or fees and expenses of other advisors, regardless of whether such transaction is consummated; provided, however, that Tenant agrees to reimburse Landlord for expenses reasonably incurred by Landlord up to Four Thousand Dollars ($ 4,000.00) for the evaluation, processing and documentation of the transactions contemplated by a Fiber Exchange Agreement, including the valuation of the Outbound Assets and Inbound Assets by Landlord. Tenant shall pay Landlord such reimbursement no later than 15 days following Landlord’s submission to Tenant of reasonably detailed documentation evidencing such expenses. Landlord shall seek Tenant’s prior written approval for reimbursement of any expenses in excess of Four Thousand Dollars ($ 4,000.00) incurred by Landlord regarding the same Fiber Exchange Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 199 F.3d at 248 n. 6. Moreover, when the plaintiff declares the sufficiency of his pleadings and makes no attempt to amend his complaint in response to the defendant’s challenge pursuant to Rule 12(b)(6), dismissal is proper when the plaintiffs allegations fail to state a claim for which relief can be granted. See Spiller v. City of Texas City, 130 F.3d 162, 167 (5th Cir.1997). In addition, a plaintiff should not be granted leave to amend after being afforded repeated opportunities to do so. See Wilkins, 173 F.Supp.2d at 614; accord United States ex rel. Adrian v. Regents of the Univ. of Cal., 363 F.3d 398, 404 (5th Cir.2004) (noting that “pleading review is not a game where the plaintiff is permitted to file serial amendments until he finally gets it right”); Willard, 336 F.3d at 387 (<HOLDING>). Furthermore, “where a proposed amendment Options: A. holding leave to amend was properly denied where the relator had previously filed two amended complaints B. holding that dismissal with leave to amend should be granted even if no request to amend was made C. holding district court properly denied leave to amend where application was four months late and appeared to be futile D. holding the district court is not required to grant a plaintiff leave to amend his complaint sua sponte when the plaintiff who is represented by counsel never filed a motion to amend nor requested leave to amend before the district court E. holding that the trial court properly refused to consider allegations in the disallowed amended complaints

assistant: The best answer is A. holding leave to amend was properly denied where the relator had previously filed two amended complaints