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: Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any of the Parties without the prior written consent of the other Parties, except that each of the Seller and the Buyer may assign its rights and obligations hereunder to an Affiliate without the prior written consent of the Party; provided that no such assignment shall relieve the applicable Party of any of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Any attempted or purported assignment or delegation in violation of the terms of this Section 13.8 shall be null and void, ab initio .

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: Upon the occurrence of any event triggering the prepayment requirement under clauses (i) and (ii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Agent and upon receipt of such notice, the Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: first , ratably between each Series of Term Loans (unless otherwise agreed by the Lenders of the applicable Series of Term Loans (provided that in no event shall the Initial Term Loans receive less than their ratable share)) to reduce in inverse order of maturity the remaining scheduled principal installments of each such Series pursuant to Section 4.3 ; and second , to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d) , without a corresponding reduction in the Revolving Credit Commitment.

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: mother attempted to influence her testimony by bribery. Defense counsel objected to this during the trial, asserting that he had the right to impeach Markum based on prior inconsistent statements and that the State was not permitted to reveal that a third party coerced the testimony unless it could be shown that the defendant was connected to such a plot. The trial court overruled counsel’s objection and permitted the State to inquire as to Markum’s excuse for her inconsistent statements, but gave curative instructions to the jury that this attempt was not connected to the defendant. Since defense counsel raised this very objection with the trial court, which ruled adversely to him, counsel was not ineffective but acted properly. See, e.g., Swafford, v. State, 828 So.2d 966 (Fla.2002) (<HOLDING>). Lewis’ claim is without merit. LEWIS’S Options: A. holding that failure to object to admissible evidence was not ineffective assistance of counsel B. holding that if counsel raises an issue the failure to convince the court to rule in an appellants favor is not ineffective performance C. holding that when a defendant raises a claim of ineffective assistance of counsel the trial judge must conduct an inquiry into the claim D. holding that the failure to raise a futile issue does not constitute ineffective assistance of counsel E. holding that ineffective assistance of counsel constitutes cause for procedural default only if counsels performance was constitutionally ineffective

assistant: The best answer is B. holding that if counsel raises an issue the failure to convince the court to rule in an appellants favor is not ineffective 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 case excerpt and choose the best holding from the options. Case excerpt: on the merits.” Ibid, Settled law holds that these relaxed evidentiary standards permit a district court to consider hearsay at the preliminary injunction stage. See SEC v. Cherif, 933 F.2d 403, 412 n. 8 (7th Cir.1991) (“[Hjearsay can be considered in entering a, preliminary injunction.”); Mullins v. City of New York, 626 F.3d 47, 52 (2nd Cir.2010) (“hearsay evidence may be considered by a district court in determining whether to grant a preliminary injunction”); Levi Strauss & Co, v. Sunrise Int’l Trading Inc., 51 F.3d 982, 985 (11th Cir.1995) (“At the preliminary injunction stage, a district court may rely on affidavits and hearsay materials which would not be admissible evidence for a permanent injunction.”); Sierra Club, Lone Star Chapter v. FDIC, 992 F.2d 545, 551 (5th Cir.1993) (<HOLDING>). As the First Circuit explained: “Affidavits Options: A. holding that a court may rely on otherwise inadmissible evidence including hearsay evidence at the preliminary injunction stage B. holding that evidence in an inadmissible form may be considered at the summary judgment stage as long as the evidence is submitted in an admissible form at trial C. holding that plaintiffs were not entitled to a preliminary injunction D. holding otherwise inadmissible evidence supporting employers good faith in a wrongful discharge claim was not hearsay E. holding that court can consider inadmissible evidence in the context of a motion for preliminary injunction

assistant: The best answer is A. holding that a court may rely on otherwise inadmissible evidence including hearsay evidence at the preliminary injunction stage
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 “Hayward-Jacob test” below. The first two prongs of the Hayward-Jacob test, which in essence require the comparison of the two offenses’ elements, exist because article 37.09, section one’s “proof of the same or less than all the facts required to establish the ... offense charged” language generally refers to the facts required to prove the elements of the greater offense, as modified by the charging instrument. See Hayward, 158 S.W.3d at 478 (‘When we review a trial court’s decision to deny the request, we consider the charged offense, the statutory elements of the lesser offense, and the evidence actually presented at trial. More specifically, we examine the statutory elements of the charged offense as modified by the indictment.”) (footnotes omitted); Jacob, 892 S.W.2d at 908 (<HOLDING>). That is, if an offense’s elements are proved Options: A. holding that when defendants plead not guilty the government is required to prove all elements of charged offenses including intent B. holding evidence legally insufficient C. holding evidence legally sufficient D. holding that facts required language of article 3709 section one means the evidence legally required to prove the elements of charged offense E. holding due process clause requires the prosecution to prove beyond a reasonable doubt all of the elements included in the definition of the charged offense and new york law that requires the defendant in a second degree murder prosecution to prove by a preponderance of the evidence the affirmative defense of extreme emotional disturbance in order to reduce the crime to manslaughter when no element of the charged offense is presumed does not violate the due process clause

assistant: The best answer is D. holding that facts required language of article 3709 section one means the evidence legally required to prove the elements of charged offense
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: § 3161(e) “by analogy.” See United States v. Crooks, 804 F.2d 1441, 1445 (9th Cir.1986) (“Crooks I ”), modified by Crooks II, 826 F.2d at 5. Here, unlike in Vo, Crooks II, or Van Brandy, the relevant time period is the one between Pete’s arrest and his indictment, which is governed by § 3161(b). But the STA makes no distinction regarding the applicability of the exclusions under § 3161(h)(1) to the pre-indictment period (governed by § 3161(b)) and the pretrial period (governed by §§ 3161(c) and (e)), and nothing in Vo, Crooks II, or Van Brandy suggests such a distinction. We therefore hold that the automatic exclusion of time for interlocutory appeals under § 3161(h)(1)(F) is applicable pre-indictment under § 3161(b). Cf. United States v. Robinson, 887 F.2d 651, 656 (6th Cir.1989) (<HOLDING>); United States v. Montoya, 827 F.2d 143, Options: A. holding that an initial pleading triggered the thirtyday time limit for removal under 1446b because it sets forth on its face express allegations as to the monetary amount of damages B. holding that the relevant time is the time of the employment decision C. holding that the circuit judge did not have the authority to extend the thirtyday time limit for filing a notice of appeal D. holding that the crossappeal time limit is jurisdictional E. holding that the exclusion of time under 3161h1d from the thirtyday preindictment time limit under 3161b of the sta is automatic and no causal connection is required

assistant: The best answer is E. holding that the exclusion of time under 3161h1d from the thirtyday preindictment time limit under 3161b of the sta is automatic and no causal connection is required
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: At any time after the occurrence of an Event of Default and during any Event of Default Redemption Right Period (as defined below)(regardless of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date (as defined below) or if the Holder has delivered an Event of Default Redemption Notice to the Company), the Holder may, at the Holder’s option, convert (each, an “ Alternate Conversion ”, and the date of such Alternate Conversion, each, an “ Alternate Conversion Date ”) all, or any part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “ Alternate Conversion Amount ”) into shares of Common Stock at the Alternate Conversion Price in accordance with Section 3(e)(ii) below.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: For and in consideration of the agreements of the Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower hereby forever releases and discharges the Lender, each of its respective officers, directors, employees, agents, affiliates, representatives, successors and assigns (collectively, the “ Released Parties ”) from any and all claims, causes of actions, damages and liabilities of any nature whatsoever, known or unknown, which the Borrower ever had, now has or might hereafter have against one or more of the Released Parties which relates, directly or indirectly, to the Loan Documents or the transactions relating thereto, to the extent that any such claim, cause of action, damage or liability shall be based in whole or in part upon facts, circumstances, actions or events existing on or prior to the Payoff Date.

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 case excerpt and choose the best holding from the options. Case excerpt: to the bankruptcy court to consider whether debtor’s plan was proposed in good faith); In re Sellers, 285 B.R. 769, 773, fn. 4 (Bankr.S.D.Ga.2001) (finding that a debtor who meets the “disposable income” test does not nullify any further consideration of substantiality of repayment as an element of good faith and stating “[t]he better view is that good faith may still include substantiality of repayment as part of the totality of circumstances analysis. After a debtor meets the good faith test under this standard, Congress then required a minimum payment as measured by the debtor’s disposable income. If debtor’s payments fall below this floor, the plan cannot be confirmed even if debtor’s good faith and honesty are unquestioned.”); In re Reyes, 106 B.R. 155, 156 (Bankr.N.D.Ill.1989) (<HOLDING>). Determining whether a plan is proposed in Options: A. holding that personal injury settlement proceeds are disposable income to the extent that they are not reasonably necessary for the support of the debtors B. holding that 1325b merely prohibits the court from raising a debtors disposable income sua sponte and finding that debtor must meet the requirements of 1325a and if the trustee objects the requirement of 1325b C. holding that projected disposable income for abovemedian debtors is disposable income as defined by 1325b D. holding that a debtors disposable income as calculated under 11 usc 1325b2 is not the same as a debtors projected disposable income but that it can be used as the presumptive projected disposable income E. holding that for abovemedian income debtors projected disposable income calculated on form b22c is the starting point but not the ending point in determining debtors correct minimum obligation and both income and expenses must be determined as of date of confirmation

assistant: The best answer is B. holding that 1325b merely prohibits the court from raising a debtors disposable income sua sponte and finding that debtor must meet the requirements of 1325a and if the trustee objects the requirement of 1325b
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: Seibert asserts that the posteonvietion court erred in denying his claim of ineffective assistance of counsel with respect to the penalty phase. We disagree. Because both prongs of the ineffectiveness test set forth in Strickland v. Washington, 466 U.S. 668, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984), present mixed questions of law and fact, this Court employs a mixed standard of review. Sochor v. State, 883 So.2d 766, 771 (Fla.2004). The Court will defer to the postconviction court’s factual findings as long as they are supported by competent, substantial evidence in the record, and the Court will review the lower court’s legal conclusions de novo. Id. at 772. Following the United States Supreme Court decision in Strickland v. Washington, 466 U.S. 668, 104 S.Ct. 2052, 80 L.Ed.2d 674 (1984) (<HOLDING>), this Court held that two requirements must be Options: A. recognizing that a criminal defendants right to counsel is the right to the effective assistance of counsel B. holding that a newly assigned counsel may be entitled to a continuance based on the criminal defendants sixth amendment right to effective assistance of counsel C. recognizing that the sixth amendment guarantees a defendant the right to counsel and the right to waive counsel D. holding that the sixth amendment right to counsel embodies the right to effective assistance of counsel E. recognizing that the sixth amendment guarantees the right to effective assistance of counsel

assistant: The best answer is D. holding that the sixth amendment right to counsel embodies the right to effective assistance of counsel
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Cf. BSO, 406 Mass. at 10, 545 N.E.2d 1156 (“It is axiomatic that an insurance company’s duty to defend is broader than its duty to indemnify.”). Adopting this approach would be more than an academic exercise; it might in some cases change the outcome (or the amount of settlement), by moving the key battle lines to the duty to indemnify stage. Fortunately, there is no need to adjudicate this esoteric dispute, as the SJC has, at least on one occasion, applied the “suddenness” rule announced in Belleville retroactively to excuse an insurer from its duty to defend— analyzing a pollution exclusion clause in light of Belleville in a ease where the insurer disclaimed its duty to defend prior to Belle-ville but after Shapiro. See SCA, 412 Mass. at 335-36 & n. 5, 588 N.E.2d at 1349, & n. 5 (<HOLDING>). In SCA, the SJC dismissed as unsupported the Options: A. holding that complaint was not reasonably susceptible of an interpretation that the release of pollutants was sudden and accidental where complaint alleged that insured had emptied toxic substances into open barrels in the course of routine business activity lasting several months B. holding original complaint was admission where it alleged an accident occurred on a different date than the amended complaint C. holding that the court may consider an article not attached to the complaint in determining whether to dismiss the complaint because the article was integral to and explicitly relied on in the complaint and because the plaintiffs did not challenge its authenticity D. holding that the plaintiffs second complaint did not relate back to her first complaint because her second complaint was not an amendment to her first complaint but rather a separate filing E. recognizing that complaint to supervisor could constitute protected activity where employer was made aware of such complaint

assistant: The best answer is A. holding that complaint was not reasonably susceptible of an interpretation that the release of pollutants was sudden and accidental where complaint alleged that insured had emptied toxic substances into open barrels in the course of routine business activity lasting several months
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: Section 4.19 of the Company Disclosure Schedules lists as of the date of this Agreement all policies of property, fire and casualty, workers’ compensation, and other forms of insurance held by the Company or any of its Subsidiaries or held by an Affiliate of the Company and which cover or relate to the assets of the Company or any of its Subsidiaries and describes any self-insurance or co-insurance arrangements by or affecting the Company or any of its Subsidiaries. True and complete copies of the insurance policies held by the Company or its Subsidiaries and listed on Section 4.19 of the Company Disclosure Schedules (the “ Company Policies ”) have been made available to Buyer. None of the Company or any of its Subsidiaries has received any written notice from any insurer under any such Company Policies notifying of non-renewal of such policy or canceling any such policy or denying coverage thereunder. All premiums on such Company Policies due and payable as of the date hereof have been paid and all of such Company Policies are in full force and effect. There are no pending claims against any Company Policies by either the Company or any of its Subsidiaries that insurers are defending under reservation of rights and, to the Company’s Knowledge, there exists no claim under any Company Policy that has not been properly filed by or on behalf of the Company or any of its Subsidiaries. Except as set forth on Section 4.19 of the Company Disclosure Schedules, such Company Policies will not be affected by or terminate or lapse by reason of the Transactions.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: In return for the Company’s agreement to enter into this Agreement and, provided that he is still employed by the Company at the end of the Transition Period, to employ Employee as Director, Special Projects under the terms of the Employment Agreement (attached hereto as Exhibit “A”) beginning April 1, 2016 (the “ Employment Agreement ”), and other promises as outlined herein, Employee agrees to accept the terms of this Agreement and, on April 1, 2016, to execute the Release and Waiver of Claims Agreement (“Release,” attached hereto as Exhibit “B”).

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 case excerpt and choose the best holding from the options. Case excerpt: Id.; Texas Dept. of Community Affairs v. Burdine, 450 U.S. 248, 254-55, 101 S.Ct. 1089, 67 L.Ed.2d 207 (1981); McDonnell-Douglas Corp., 411 U.S. at 802-03, 93 S.Ct. 1817; Johnson, 931 F.2d at 207. If this is done, the burden shifts back to the plaintiff to prove that the allegedly legitimate reason is merely a pretext for discrimination. McDonnell-Douglas Corp., 411 U.S. at 804, 93 S.Ct. 1817. However, “a reason cannot be proved to be a ‘pretext for discrimination’ unless it is shown both that the reason was false, and that discrimination was the real reason.” St. Mary’s Honor Ctr. v. Hicks, 509 U.S. 502, 515, 113 S.Ct. 2742, 125 L.Ed.2d 407 (1993) (citation omitted); see also Reeves v. Sanderson Plumbing Products, Inc., 530 U.S. 133, 146, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000) (<HOLDING>). In the summary judgment context, St. Mary’s Options: A. holding that the objective truth or falsity of reports concerning a witness were not subject to further proof because such truth or falsity was a collateral matter B. holding that the factfinder may infer discrimination from the falsity of the employers explanation C. holding that a plaintiff can establish pretext only by showing that her employers explanation is a he D. holding that if factfinder rejects employers proffered nondiseriminatory reasons as unbelievable it may infer the ultimate fact of intentional discrimination without additional proof of discrimination E. recognizing that jury may infer from the evidence that defendants money came from drug sales

assistant: The best answer is B. holding that the factfinder may infer discrimination from the falsity of the employers explanation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: As of the Closing Date but prior to the issuance of any Units pursuant to this Agreement, the authorized and issued and outstanding capital stock of the Company consists solely of (i) 200,000,000 shares of Common Stock, par value $0.001 per such share, of which 81,999,325 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per such share, of which no shares of Preferred Stock are issued and outstanding. The Company has furnished or made available to the Purchasers true and correct copies of the Company’s Certificate of Incorporation and Bylaws, each as in effect on the date hereof (the “ Charter Documents ”). All of the outstanding shares of Common Stock have been duly and validly authorized and are fully paid and non-assessable. None of the shares of Common Stock are subject to preemptive rights. No shares of Common Stock are entitled to registration rights except as set forth on Schedule 3.1(c). The Company is not a party to, and it has no knowledge of, any agreement restricting the voting of any shares of the Common Stock of the Company, or restricting the transfer of its securities.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement, being for the personal services of Executive, shall not be assignable by him. The provisions hereof shall inure to the benefit of, and be binding upon, the Company’s successors and assigns. The Company may assign this Agreement and its rights, together with its obligations hereunder, in connection with any sale, transfer or other disposition of all or substantially all o fits assets or business, whether by merger, consolidation or otherwise.

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 case excerpt and choose the best holding from the options. Case excerpt: of the Sentencing Guidelines to the facts de novo.” Caraballo, 595 F.3d at 1230. The district court properly applied a two-level enhancement because “the offense involved intentionally or recklessly creating a substantial risk of death or serious bodily injury to another person.” U.S.S.G. § 2Ll.l(b)(6); id. cmt. n. 5 (“Reckless conduct to which the adjustment from subsection (b)(6) applies includes ... carrying substantially more passengers than the rated capacity of a motor vehicle or vessel....”). Watson piloted an overcrowded vessel at- a high rate of speed, at night, without any navigational lights on, and then attempted to evade the Coast Guard. That conduct is sufficient to warrant the two-level enhancement. See United States v. Gonzalez, 394 Fed.Appx. 570, 575 (11th Cir.2010) (<HOLDING>); United States v. Fuentes-Nodarse, 606 Options: A. holding that trial court did not err B. holding that district court did not err in giving an instruction identical to that proposed by jenkins C. holding that district court did not clearly err in giving twolevel enhancement for similar conduct D. holding that district court did not err in finding that similar scheme involved sophisticated means E. holding that district court did not clearly err in declining to credit prisoners testimony about exhaustion

assistant: The best answer is C. holding that district court did not clearly err in giving twolevel enhancement for similar 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 case excerpt and choose the best holding from the options. Case excerpt: cases involving the custody, care, and control of children is divided between the District Court and Probate Court. Pursuant to 19-A M.R.S. § 103 (2015), the District Court has “original” jurisdiction over cases involving parental rights, but the Probate Court has exclusive jurisdiction to appoint guardians for minors pursuant to 18-A M.R.S. § 5-102(a) (2015). More and more frequently, family litigation causes these two court systems to exercise concurrent jurisdiction, and the “marriage” caused by this concurrent jurisdiction is very rocky. Although 19-A M.R.S. § 1654 (2015) confers on the Probate Court concurrent jurisdiction to award parental rights and responsibilities “[i]f the father and mother of a minor child are living apart,” see Marin v. Marin, 2002 ME 88, ¶ 7, 797 A.2d 1265 (<HOLDING>), in actuality, the Probate Courts deal with Options: A. holding in termination of parental rights case that trial court erred in taking judicial notice of evidence before him in guardianship hearing in same case B. recognizing that the probate court may determine issues of parental rights and responsibilities as they relate to the guardianship proceeding in which they arose C. recognizing that a court is not limited in what it may consider in determining whether parental rights should be terminated D. recognizing this substantial interest in context of termination of parental rights E. holding that a respondent in a termination of parental rights proceeding may not file a counterclaim

assistant: The best answer is B. recognizing that the probate court may determine issues of parental rights and responsibilities as they relate to the guardianship proceeding in which they arose
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 Grantee agrees that no later than the Vesting Date, the Grantee shall pay to the Administrator (or at the option of the Company, to the Company) such amount as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred with respect to the Award. The Grantee may elect to pay to the Administrator (or at the option of the Company, to the Company) an amount equal to the amount of the taxes which the Company shall be required to withhold by delivering to the Administrator (or at the option of the Company, to the Company), cash, a check or at the sole discretion of the Company, shares of Common Stock having a Fair Market Value equal to the amount of the withholding tax obligation as determined by the Company.

assistant: Withholdings
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: Borrower has filed all tax returns that it is required to file, and has paid all Taxes shown on said returns as well as all Taxes shown on all assessments received by it to the extent that such Taxes are not being Properly Contested; and Borrower is not subject to any tax Liens and has not received any notice of deficiency or other official notice to pay any Taxes.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the following provisions: (a) the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c) the word “including” and its derivatives means “including without limitation” and is a term of illustration and not of limitation; (d) all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms have corresponding meanings; (e) the word “or” is not exclusive, and has the inclusive meaning represented by the phrase “and/or”; (f) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;(g) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (h) this Agreement has been jointly prepared by the parties, and this Agreement will not be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any fact or presumption that any party had a greater or lesser hand in drafting this Agreement; (i) the captions of the articles, sections or subsections appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement; (j) any references herein to a particular Section or Schedule means a Section or Schedule to this Agreement unless otherwise expressly stated herein; and (k) all references to days mean calendar days unless otherwise provided.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, in US Dollars such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Company on the date due as provided in paragraph (e) of this Section or of any reimbursement payment required to be refunded to the Company for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit, the occurrence and continuance of a Default, the reduction or termination of the Revolving Commitments or any force majeure or other event that under any rule of law or uniform practices to which any Letter of Credit is subject (including Section 3.14 of ISP 98 or any successor publication of the International Chamber of Commerce) permits a drawing to be made under such Letter of Credit after the expiration thereof or of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that, in issuing, amending, renewing or extending any Letter of Credit, the applicable Issuing Bank shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Company deemed made pursuant to Section 2.04(b) or 4.02.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Executive is employed as President and Chief Executive Officer and shall have the duties and responsibilities assigned by the Company's Board of Directors, as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive's duties at any time in its sole and absolute discretion.

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: Tenant agrees and hereby covenants that it shall, during the entire term hereof, keep in force and effect a policy or policies required by law and the following (i) commercial general liability insurance with respect to the Premises and the Property, and the business operated by Tenant and any subtenants of Tenant in the Premises, in which the limits shall not be less than $2,000,000 per occurrence and $3,000,000 general aggregate; (ii) business auto liability insurance with limits not less than $2,000,000 for any owned, hired or non owned auto; if Tenant has no owned autos, Tenant may provide hired and non owned auto liability coverage or agree to provide evidence of auto liability coverage prior to using a vehicle for its business activity on the property; (iii) workers compensation insurance in statutory limits for all of its employees in the states in which the employees are working on behalf of the tenant and employers liability insurance with limits of the greater of $500,000 or that required by law; (iv) umbrella excess liability insurance in excess of underlying coverages required above with limits not less than $5,000,000; (v) all risk property insurance, including without limitation business income and extra expense, which insures the improvements, fixtures, inventory, and all other property of Tenant, within the Premises or on the Property, against any loss arising from fire, flooding, lightning, earthquake, windstorm, hail, rain, water leakage, seepage, the elements or other casualty, for the full replacement value of such property. The liability policies shall name Landlord and any person, firm, or corporation designated by Landlord as an additional insured or as an additional named insured, as Landlord shall require, evidenced by an additional insured endorsement reasonably acceptable to Landlord, and shall contain a clause stating that the insured will not cancel or materially reduce the insurance below the limits required without first giving Landlord thirty (30) days’ prior written notice. Such insurance shall be primary and non-contributory to Landlord and the coverage afforded by such policy will not be subject or entitled to any contribution, reduction, or other benefit from or by reason of any insurance coverage carried by Landlord and will be issued by and carried with an insurance company with a minimum Best’s Rating of A- VII or better or as otherwise approved by Landlord in Landlord’s sole and absolute discretion. A certificate of insurance, as Landlord may require, shall be immediately delivered to Landlord prior to commencement and at each renewal.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notices shall be given under this Assignment Agreement in the manner set forth in the Loan Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to Schedule 1.

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: was timely assessed followed by a timely court proceeding resulting in a judgment for the United States. The United States is not time-barred from bringing the present action to enforce assessment liens precisely because the United States previously obtained a judgment against J. Brickman as the transferee of the original taxpayer. The United States can enforce that judgment at any time. Ettelson, 159 F.2d at 196. The fact that J. Brickman was a transferee of the original taxpayer and not the original taxpayer does nothing to undermine this determination which is well supported by precedent. See, e.g., Moyer v. Mathas, 458 F.2d 431, 434 (5th Cir.1972) (allowing foreclosure suit brought twenty years after timely lien); United States v. Overman, 424 F.2d 1142, 1147 (9th Cir.1970) (<HOLDING>); Hodes, 355 F.2d at 748-49 (finding that the Options: A. holding that any property in which the taxpayer has any right title or interest is subject to foreclosure proceeding including property in which others claim an interest so long as all persons having liens or claiming any interest in the property are joined as parties to the suit B. holding state immune from suit brought in state court C. holding that a prior suit and a subsequent suit between the same parties did not involve the same claim because the evidence necessary to sustain the subsequent suit was insufficient to entitle the plaintiff to relief in the prior suit D. holding a suit against an agency of the state is a suit against the state E. holding that foreclosure suit brought six years after judgment in timely suit was not timebarred because tax liens are enforceable at any time

assistant: The best answer is E. holding that foreclosure suit brought six years after judgment in timely suit was not timebarred because tax liens are enforceable at any time
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: no valid arbitration agreement exists because an integral part of the agreement — the chosen forum for arbitration — is no longer available. Plaintiffs respond that the reference to the N.A.F. in the agreement may be severed because it is not integral, and the remainder of the agreement should be enforced. • If a forum selection clause is integral to an arbitration agreement, and the forum is unavailable, then arbitration cannot be compelled. Inetianbor v. CashCall, Inc., 768 F.3d 1346, 1350 (11th Cir.2014) (citing Brown v. ITT Consumer Fin. Corp., 211 F.3d 1217, 1222 (11th Cir.2000)). The failure of the chosen forum precludes arbitration whenever the choice of forum is an integral part of the agreement to arbitrate, rather than an ancillary logistical concern. Brown, 211 F.3d at 1222 (<HOLDING>). To decide whether the forum selection clause Options: A. holding that where an arbitration agreement between an employer and employee does not specifically provide for the handling of arbitration costs california courts should interpret the arbitration agreement as providing that the employer must bear the arbitration forum costs B. holding that the unavailability of the naf does not destroy the arbitration clause C. recognizing that where plaintiff is from the forum state and defendant is from an alternate forum each forum can claim a connection to one of the parties D. holding that choice of forum was not integral where the arbitration agreement incorporates the nafcode byreference and the nafcode selects the naf as the forum for arbitration E. holding that phone and facsimile communications to the forum purchase orders and payments sent to the forum a choice of law clause within the contract regarding the forum state and delivery of the product within the forum state were not enough to satisfy minimum contacts

assistant: The best answer is D. holding that choice of forum was not integral where the arbitration agreement incorporates the nafcode byreference and the nafcode selects the naf as the forum for arbitration
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: Upon the occurrence and during the continuance of a Default, the Administrative Agent may proceed directly and at once, without notice, against any one or more of the Guarantors to obtain performance of and to collect and recover the full amount, or any portion, of the Obligations then due, without first proceeding against the Borrower, any other Guarantor or any other Person, or against any security or collateral for the Obligations. Subject only to the terms and provisions of the Credit Agreement, the Administrative Agent shall have the exclusive right to determine the application of payments and credits, if any, from the Guarantors, the Borrower or from any other Person on account of the Obligations or any other liability of the Guarantors to any Lender.

assistant: Enforcements
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: (internal quotation marks omitted)); Mt. Airy Ins. Co. v. Greenbaum, 127 F.3d 15, 19 (1st Cir.1997) ("[U]nder Massachusetts law, if an insurer has a duty to defend one count of a complaint, it must defend them all."). But see Sharon Steel Corp. v. Aetna Cas. & Sur. Co., 931 P.2d 127, 141-42 (Utah 1997) (stating that because the insurer has not contracted to pay defense costs for occurrences which took place outside the policy period, insureds "must be prepared to pay their fair share of defense costs for those years that they were without insurance coverage" (internal quotation marks omitted)). The majority now expressly overrules the part of our holding in Sharon Steel that limited an insurer's duty to defend. See infra TY 28-29. 8 . See Benjamin, 2006 UT 37, ¶ 22, 140 P.3d 1210 (<HOLDING>); see also id. 124 ("[The insurer is obligated Options: A. holding despite authority for the general proposition that the duty to defend is determined based on the allegations of the complaint that an insurer had no duty to defend where the underlying claim was covered by the policy based on the facts pleaded in complaint but other facts not appearing in the complaint excluded coverage B. holding that the insurer had no duty to defend the insured because the allegations of the initial complaint did not allege facts which would bring the case within the coverage of the title insurance policy C. holding that insured may recover from its insurer any attorney fees incurred in successfully attempting to force the insurer to defend an action against the insured D. holding that an insurer had a duty to defend the insured until it could establish that those claims were not supported by the facts E. holding that insurer had a continuing duty to defend

assistant: The best answer is D. holding that an insurer had a duty to defend the insured until it could establish that those claims were not supported by the facts
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 any provision or obligation under this Agreement and the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Agreement and the other Loan Documents and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal or unenforceable provision had never been a part of this Agreement and the other Loan Documents; provided , however , that if the rate of interest or any other amount payable under the Note or this Agreement or any other Loan Document, or the right of collectability therefore, are declared to be or become invalid, illegal or unenforceable, Lender's obligations to make advances under the Loan Documents shall not be enforceable by Borrower.

assistant: Severability