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: All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mails to the last known address of the party entitled thereto, via certified or regis ­ tered mail, postage prepaid and return receipt requested, (c) by telecopy with confirmation of receipt or (d) by electronic mail, utilizin g notice of undelivered electronic mail features. The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or re gistered mail, five days following the date of such mailing, (c) in case of telecopy, on the date of confirmation of receipt and (d) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not 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 case excerpt and choose the best holding from the options. Case excerpt: 13, 2010) (“Claims for sexual harassment in education under Chapter 151C are actionable in Superior Court pursuant to Mass. Gen. Laws. Ch. 214, § 1C.”); Morrison v. Northern Essex Comm. Coll., 56 Mass.App.Ct. 784, 786, 780 N.E.2d 132 (2002) (“Violations of c. 151C are actionable in Superior Court.” (citing Mass. Gen. Laws, ch. 214, § IQ). Plaintiff contends that she may bring a claim under either chapter 214, section 1C or chapter 151C, section 3(a). Plaintiffs interpretation of the statutory scheme, however, would render chapter 214 largely superfluous — at least with regard to sexual harassment as defined by chapter 151C— and is inconsistent with the interpretation advanced by the Supreme Judicial Court of Massachusetts. See Lowery v. Klemm, 446 Mass. 572, 578, 845 N.E.2d 1124 (2006) (<HOLDING>). Prohibiting Plaintiff from bringing a claim Options: A. holding that chapter 214 section 1c extends to employees and students protection that is not otherwise available under gl c 151b and c 151c it does not duplicate the relief provided by those statutes B. holding that the judicial immunity available to federal officers extends to section 1983 actions for declaratory and injunctive relief C. holding that damages are not relief that is available under the idea D. holding that equitable relief is not available to an individual under this section of the fdcpa E. holding that transfer rule denying eligibility to students transferring from public to private schools did not violate the students rights to due process or equal protection of the laws as provided by the fourteenth amendment

assistant: The best answer is A. holding that chapter 214 section 1c extends to employees and students protection that is not otherwise available under gl c 151b and c 151c it does not duplicate the relief provided by those statutes
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will pay Executive for all services to be rendered by Executive hereunder (including and without limitation, all services to be rendered by him as an officer and/or director of the Company and its subsidiaries and affiliates) a base salary (“Base Salary”) of Three Thousand Eight Hundred Forty Six and 15/100ths Dollars ($3,846.15) per week ($200,000 annualized). The Base Salary may be increased at the discretion of the Board from time to time during the Employment Term. Base Salary shall be payable at least bi-weekly or otherwise in accordance with customary payroll practices for senior executives of the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile or email ( i.e., PDF) signature and all such signatures shall be effective as originals.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Each Loan Party and each European Borrower will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law, or which any Agent or the Required Lenders may reasonably request, to effectuate the Transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Collateral Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (and in each case, to the extent required under this Agreement and the applicable Collateral Documents).

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 legal provision and list the applicable contract clause categories. Provision: EdiZONE may not assign the license back rights related to the Existing Agreements granted to it under this Agreement in whole or in part without the prior written consent of Purple, which shall not be unreasonably withheld or delayed. Purple may assign the Patent Properties, Copyright Properties, Trademark Properties, Trade Secret Properties, Tangible Properties, subject to the terms hereof and the Existing Contracts, without the express written consent of EdiZONE. This Agreement shall be binding upon the Parties and upon their respective successors and permitted assigns, including, without limitation, any transferee of any of the Properties as permitted by the terms hereof.

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 case excerpt and choose the best holding from the options. Case excerpt: a judicially created doctrine in this state. The action existed at common law, and was adopted into the jurisprudence of this state. See, e.g., Beach v. Brown, 20 Wash. 266, 55 P. 46 (1898). The legislature of this state has not specifically provided for an action for alienation of affections. No doubt has ever been expressed regarding the courts' power to abolish this judicially created action for alienation of a spouse's affections. Our original decision in this case recognized that "a rule of law which has its origins in the common law and which has not been specifically enacted by the legislature may be modified or abolished by the courts when such revision is mandated by changed conditions." Wyman v. Wallace, 91 Wn.2d at 318-19. See also Freehe v. Freehe, 81 W 9, 134 (Iowa 1978) (<HOLDING>). In the instant case, the question of Options: A. recognizing the cause of action B. holding that where the question to be resolved in the declaratory judgment action will be decided in a pending action it is inappropriate to grant a declaratory judgment C. holding that the question whether a cause of action exists is not a question of jurisdiction and therefore may be assumed without being decided D. recognizing that the question of abolition of the action for alienation of affections is a matter that can be decided by the state courts and then holding that the action will continue to exist E. holding that it may be decided as a matter of law

assistant: The best answer is D. recognizing that the question of abolition of the action for alienation of affections is a matter that can be decided by the state courts and then holding that the action will continue to exist
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 Transaction Document to which the Servicer is a party constitutes the legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally and, if applicable, the rights of creditors of federal savings associations from time to time in effect or by general principles of equity.

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: THE ADMINISTRATIVE AGENT, EACH LENDER, EACH ISSUER, THE BORROWER AND THE OTHER OBLIGORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH ISSUER, THE BORROWER OR SUCH OBLIGOR IN CONNECTION THEREWITH. THE BORROWER AND THE OTHER OBLIGORS EACH ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the Department of Labor’s regulations were a permissible interpretation of § 196-d. See N.Y. Lab. Law § 199 (authorizing Department of Labor Commissioner to issue rules and regulations for enforcing state laws governing employers’ payment of wages to employees); Samiento v. World Yacht Inc., 10 N.Y.3d at 79, 854 N.Y.S.2d at 88, 883 N.E.2d 990 (instructing that “Labor Department’s interpretation of a statute it is charged with enforcing is entitled to deference” pursuant to general administrative law principle that “construction given statutes and regulations by the agency responsible for their administration, if not irrational or unreasonable, should be upheld”). See generally Golf v. N.Y. State Dep’t. of Soc. Servs., 91 N.Y.2d 656, 667, 674 N.Y.S.2d 600, 605, 697 N.E.2d 555 (1998) (<HOLDING>). But no court — state or federal — appears yet Options: A. holding that agency interpretation which is reasonable is entitled to deference B. recognizing that deference to an agencys interpretation of the written law is appropriate only when that interpretation is within the written laws language C. holding that an agencys interpretation of its own regulations is entitled to deference D. holding that where statute is ambiguous deference is appropriately accorded to agencys interpretation E. holding that deference is owed to state agencys interpretation of state law

assistant: The best answer is D. holding that where statute is ambiguous deference is appropriately accorded to agencys interpretation
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: NRG has all requisite power to execute and deliver to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Collateral Documents. The execution and delivery by NRG and the performance by NRG of its obligations under, and the consummation by NRG of the transactions contemplated by, this Agreement and the Collateral Documents have been duly authorized by all requisite action of NRG. This Agreement has been duly executed and delivered (assuming due execution and delivery by NRG) is the legal, valid and binding obligation of NRG, enforceable in accordance with its terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. Upon the execution and delivery by NRG of the Collateral Documents to which it is a party, and assuming due execution and delivery thereof by the other parties thereto, the Collateral Documents will be the legal, valid and binding obligations, enforceable in accordance with their respective terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

assistant: Authority
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 Borrower shall have paid to each applicable recipient all reasonable and invoiced fees and expenses, including reasonable fees and expenses of counsel to the Administrative Agent, required to be paid or reimbursed by the Borrower.

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: § 41713(b)). While it is true that “a law, regulation, or other provision” is not directly modified by the word “State,” when the provision is read as a whole, it is clear that a State is the political body that would be enacting or enforcing its own laws and regulations. In other words, for preemption to be triggered, the law in question must be of a State, which the statute clearly defines. Other sub-sections of the'provision support this interpretation. See, e.g., § 41713(b)(3) (recognizing that the preemption provision does not limit a State from “carrying out its proprietary powers and rights”). Read this way, the word “enforce” in the provision still has meaning outside of entertaining lawsuits brought under foreign law: “enforce” extends the scope of the 755-56 (Tex.2003) (<HOLDING>)). Instead, the claims were preempted because Options: A. holding that federal statutes and regulations can form the basis of a breach of contract claim if expressly incorporated into the contract B. holding that if the usps abridged the plaintiffs contract rights the proper recourse would be a breachofcontract claim not a takings claim C. holding breachofcontract claim preempted because the plaintiff tried to enlarge the federal rights that were incorporated into the contract D. holding breachofcontract claim was preempted E. holding breachofcontract claim preempted because contract did not explicitly incorporate a federallaw provision

assistant: The best answer is C. holding breachofcontract claim preempted because the plaintiff tried to enlarge the federal rights that were incorporated into the contract
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 ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Notwithstanding anything in this Agreement to the contrary, to the extent applicable, Sections 12, 13, 21 and 35 hereof, and any other section by which its intent should survive, shall survive the expiration or early 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 representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date); provided , that the only condition precedent under this Section 6.2(a) in the case of the initial Extensions of Credit made on the Closing Date is that the Specified Representations shall be true and correct (but, for the avoidance of doubt, all representations and warranties contained herein and in the other Loan Documents shall be made by the parties thereto on the Closing Date).

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: KSU is bound and which clearly require more than moving for dismissal under the Eleventh Amendment. See 34 C.F.R. § 674.49(b)-(e). Therefore, we hold that KSU knowingly and voluntarily waived its Eleventh Amendment immunity by agreeing, as a prerequisite to its participation in the Perkins Loan program, to undertake certain enumerated actions in federal bankruptcy court in the event of a claim for discharge filed by the student-borrower. C. Finally, even though we have concluded that KSU waived immunity by entering into an agreement with the DOE which subjects it to the jurisdiction of the federal bankruptcy court, we must examine whether the waiver is valid. This determination hlossberg v. Maryland (In re Creative Goldsmiths of Wash., D.C., Inc.), 119 F.3d 1140, 1147 (4th Cir.1997) (<HOLDING>), cert. denied, — U.S. —, 118 S.Ct. 1517, 140 Options: A. holding that although congress expressed its intent to abrogate eleventh amendment immunity in 11 usc 106a it could not do so under seminole tribe B. holding that 106a b offend the eleventh amendment C. holding that judgments for prospective relief that have an ancillary effect on the state treasury do not offend the eleventh amendment D. holding that the eleventh amendment applies in 1981 litigation E. holding 11 usc 106a unconstitutional to the extent that it purports to abrogate eleventh amendment immunity

assistant: The best answer is B. holding that 106a b offend the eleventh amendment
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement (including, without limitation, any prior employment or severance agreement), condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) Neither the execution and delivery of this Agreement by any Seller or of the Transaction Documents to which it is or will be a party, nor the performance of their respective obligations hereunder or thereunder, will (i) violate, conflict with or result in a breach of the organizational documents of HVFH or PFFC or resolutions of any managers, board of directors, members or stockholders of HVFH or PFFC, (ii) violate and Law, or (iii) result in the creation or imposition of any Liens with respect to, or otherwise have an adverse effect upon, the Assets or the Business. Except for those consents, approvals, authorizations or filings set forth on Schedule 3.3 , no Consent is required to be obtained, satisfied or made pursuant to any Laws, Permits or other agreements by which any Seller, or any of their properties or assets, including, without limitation, the Assets, is bound.

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: Administrative Agent shall not by the fact of approving, disapproving, accepting, preventing, obtaining or failing to obtain any such insurance, incur any liability for the form or legal sufficiency of insurance contracts, solvency of insurers, or payment of losses, and Borrower hereby expressly assumes full responsibility therefor and all liability, if any, thereunder. Borrower hereby absolutely assigns and transfers to Administrative Agent, for the benefit of the Lenders, all of Borrower’s right, title and interest in and to any unearned premiums paid on policies and any claims thereunder and Administrative Agent and/or the Lenders shall have the right, but not the obligation, to assign any then existing claims under the same to any purchaser of the Mortgaged Property at any foreclosure sale; provided , however , that so long as no Default exists and is continuing hereunder, Borrower shall have the right under a license granted hereby, and Administrative Agent hereby grants to Borrower a license, to exercise rights under said policies and in and to said premiums subject to the provisions of this Agreement. Said license shall be revoked automatically upon the occurrence and during the continuance of a Default hereunder. In the event of a foreclosure of any Deed of Trust, or other transfer of title to any Mortgaged Property in extinguishment in whole or in part of the Loans, all right, title and interest of any Borrower relating to such Property, including all insurance proceeds payable with respect to such Property, shall thereupon vest in the purchaser at such foreclosure or Administrative Agent or other transferee in the event of such other transfer of title (but the foregoing shall not be deemed to be an outright assignment to Administrative Agent or any Lender or any other third party of any “blanket” insurance policies themselves that relate to this Property and other unrelated properties, but rather only the payments and proceeds thereunder which relate to such Property).

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: This Fourth Amendment may be executed by facsimile and in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. This Fourth Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: when you instruct microsoft and microsoft-controlled affiliates to send such messages to you or to others , you represent and warrant to us that you and each person you have instructed us to message consent to receive such messages and any other related administrative text messages from microsoft and microsoft-controlled affiliates .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. If the Company determines in good faith that any provision of this Agreement would cause the Employee to incur an additional tax, penalty, or interest under Section 409A of the Code, then the Company and the Employee shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code or causing the imposition of such additional tax, penalty, or interest under Section 409A of the Code. As used in this Agreement, the terms “termination of employment”, “resignation” and words of similar import mean, for purposes of any payments under this Agreement that are payments of deferred compensation subject to Section 409A of the Code, the Employee’s “separation from service” as defined in Section 409A of the Code.

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: This Agreement, the other Transaction Documents, the Confidentiality Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to in this Agreement, the other Transaction Documents or the Confidentiality Agreement with respect to the rights granted by the Partnership or any of its Affiliates or the Purchaser or any of its Affiliates. This Agreement, the other Transaction Documents, the Confidentiality Agreement and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings among the parties with respect to such subject matter.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) There are no material Security Interests for Taxes on any of the AVS Assets, other than Permitted Encumbrances, (b) all material Tax Returns required to be filed (taking into account any applicable extensions) with respect to the AVS Assets or the AVS Business have been duly and timely filed, and all such Tax Returns are true and correct in all material respects, (c) all material amounts of Taxes required to be paid with respect to the AVS Assets or the AVS Business have been timely paid in full, (d) Seller and its Subsidiaries have complied in all material respects with all applicable Laws regarding the collection, withholding and remittance to the appropriate Taxing Authority of amounts required to be collected or withheld by any of them with respect to the AVS Assets, the AVS Business and the Assumed AVS Liabilities, and (e) there is no material action, suit, proceeding, investigation, audit or claim with respect to a material amount of Taxes (“ Tax Proceeding ”) pending or asserted in writing with respect to the AVS Assets or the AVS Business. Except for the Canadian AVS Assets, none of the AVS Assets constitute “taxable Canadian property” within the meaning of the Income Tax Act (Canada). Cooper-Standard Automotive Canada Limited is or is deemed to be a resident of Canada within the meaning of the Income Tax Act (Canada).

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 case excerpt and choose the best holding from the options. Case excerpt: his personal belief that the officer was not lying. The prosecutor stated: “He came in here and told you the truth about what happened” and later reiterated, “This officer didn’t commit perjury. He came in here and told you the truth about what happened.” This was improper vouching by “placing the prestige of the government behind a witness through personal assurances of the witness’s veracity ...” United States v. Necoechea, 986 F.2d 1273, 1276 (9th Cir.1993) (citations omitted). Contrary to the government’s assertion, the prosecutor need not invoke the name of the federal government in offering his personal belief — it is sufficient that the personal statement of belief came from the government’s attorney. See, e.g., Carriger v. Stewart, 132 F.3d 463, 482 (9th Cir.1997) (en banc) (<HOLDING>). Second, the prosecutor vouched for Officer Options: A. holding that plaintiff could not show that he was disabled because he conceded that he could do his job despite his impairment B. holding that it was improper for prosecutor to state he did not lie to you he is a lot of things but he is not a liar C. holding that the district court did not err in continuing the trial without defendant when the trial had commenced in defendants presence he vigorously expressed his desire to be absent he was given ample opportunity to change his mind despite the disturbance he had created he had competent counsel and he knew of his right to be present D. holding that the defendant could not appeal a jury instruction where he did not object to the challenged instruction but in fact requested it and stated he was satisfied with it E. holding there was enough evidence to find the defendant abandoned his child when he claimed to have knowledge of cpss involvement he admitted that for periods of two years and six months he did not attempt any contact with his child and from the date he canceled a home study until the petition was filed he did not attempt to contact the child or cps or provide support even when he was out of jail

assistant: The best answer is B. holding that it was improper for prosecutor to state he did not lie to you he is a lot of things but he is not a liar
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: (a) The Borrower shall make each payment hereunder and under the Notes to be made by it not later than 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Administrative Agent at its address referred to in Section 10.02 in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.06(d) , 2.07(b) , 2.11 , 2.12 , 2.14 or 2.15 , which shall not necessarily be paid ratably to the Banks in accordance with their respective Total Commitment and other than amounts pursuant to Section 2.09(b) which shall be for the Administrative Agent’s sole account) to the Banks in accordance with their respective Total Commitment for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. In no event shall any Bank be entitled to share any fees paid to the Administrative Agent pursuant to Section 2.09(b) .

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: The Servicer is qualified to do business in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral (including any security interests therein) and each other instrument or agreement included in the Owner Trust Estate.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: After the Closing, Seller shall cooperate with Buyer to prepare, and cause to be prepared, and file a Form 8-K/A with the Securities and Exchange Commission within 71 calendar days after the date that the initial report on Form 8-K reporting the completion of the acquisition of the Company must be filed. Such Form 8-K/A shall include all financial statements required to be filed with such report pursuant to Item 9.01 of Form 8-K and Regulation S-X (17 CFR part 210) and any other applicable rule or regulation promulgated under the Securities Exchange Act of 1934. Such cooperation shall include providing all information requested by Buyer, the Company or its representatives in connection with the ongoing audit of the financial statements of the Company for the years ended December 31, 2016, 2015 and 2014, and taking all actions necessary or appropriate to enable the Company to obtain a signed audit report from its auditor to enable the Company to the file the 8-K/A referenced above in the 71 day period referenced above.

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 case excerpt and choose the best holding from the options. Case excerpt: Having noted the substantially identical testimony, however, I do not find it necessary to decide whether the statement relates to this other excerpt. 51 . El-Hage argues that "Mr. al Fadl's claim that al Qaeda sought to fight the U.S. in Somalia represented the only evidence of any violence al Qaeda contemplated against the U.S. prior to Mr. El-Hage’s return to the United States in September 1997.” As discussed, infra, this argument is entirely without merit. 52 . I note that, although the value of the actual 3500 Material is quite minimal, even this minimal value would likely require a new trial if the Government's failure to produce the statements had been truly intentional, or under circumstances justifying a presumption of intentional suppression. See Hilton, 521 F.2d at 166 (<HOLDING>); United States v. Gil, 297 F.3d 93, 101 (2d Options: A. holding that a new trial is warranted if the evidence is merely material or favorable to the defense where the government has either 1 deliberately suppressed evidence or 2 ignored evidence of such high value that it could not have escaped its attention B. holding that suppression of evidence by the prosecution of evidence favorable to the defendant upon request violates the defendants right to due process where the evidence is material C. holding that suppression by prosecutor of evidence favorable to an accused violates due process where evidence is material to either guilt or punishment D. holding that new evidence must be evidence that is not merely cumulative E. holding that new evidence is evidence not previously of record and not merely cumulative of other evidence

assistant: The best answer is A. holding that a new trial is warranted if the evidence is merely material or favorable to the defense where the government has either 1 deliberately suppressed evidence or 2 ignored evidence of such high value that it could not have escaped its attention
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: v. Collins, 994 F.2d 189, 197 (5th Cir.1993) (“The application of Miranda in the setting of a psychiatric examination is quite different from its application in an ordinary police interrogation.”); accord Powell, 492 U.S. at 683-86, 109 S.Ct. 3146. We therefore uphold the district court’s ruling that there was constitutional error in the February 2 evaluation. b. Harmless error This court will not overturn a state court conviction on habeas review unless the alleged constitutional error had a “substantial and injurious influence or effect” on the verdict. Brecht v. Abrahamson, 507 U.S. 619, 623, 113 S.Ct. 1710, 123 L.Ed.2d 353 (1993) (quoting Kotteakos v. United States, 328 U.S. 750, 776, 66 S.Ct. 1239, 90 L.Ed. 1557 (1946)); see also Satterwhite, 486 U.S. at 257, 108 S.Ct. 1792 (<HOLDING>); Woods v. Johnson, 75 F.3d 1017, 1030 (5th Options: A. holding that the doctrine of harmless error applies when a due process violation is alleged and affirming a conviction when defendant failed to demonstrate prejudice B. holding error in admission of evidence is harmless when it was merely cumulative to other evidence in the record C. holding that error from the erroneous admission of evidence was harmless in light of the overwhelming evidence of the defendants guilt D. holding that when the prejudice from a sixth amendment violation is limited to the admission into evidence of the mental health testimony harmless error analysis applies E. holding improper admission of hearsay evidence is reversible error only when the admission causes prejudice

assistant: The best answer is D. holding that when the prejudice from a sixth amendment violation is limited to the admission into evidence of the mental health testimony harmless error analysis applies
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Borrower shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent on each date that a Borrowing Base Certificate is due to be delivered pursuant to Section 8.1 , inventory reports and, if requested by Agent to the extent that there are any variances between the inventory reports and the Borrowers’ Financial Statements or general ledger, reconciliation reports in form satisfactory to Agent. Each Borrower shall conduct a physical inventory at least once per calendar year or, for any calendar year in which a Reporting Trigger Period has occurred, two times per calendar year (and, in any event, on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices, and shall provide to Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Agent may request in its Permitted Discretion. Agent may participate in and observe each physical count (Agent’s charges, costs and expenses reimbursed to the extent permitted pursuant to Section 10.1.1(b) ).

assistant: Records
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 transactions to be entered into and contemplated by the Loan Documents (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings necessary to perfect in the United States Liens created under the Loan Documents and enforce the rights of the Lenders and the Secured Parties under the Loan Documents, in each case to the extent required under the Security Documents or (iii) the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any Applicable Law (except to the extent that such violation would not reasonably be expected to result in a Material Adverse Effect) or the Charter Documents of any Loan Party, (c) do not violate or result in a default (with due notice, lapse of grace period or both) under any indenture or any other agreement, instrument or other evidence of Material Indebtedness, except to the extent that such default would not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party, except Liens created under the Loan Documents and other Permitted Encumbrances.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes an amendment and restatement of the Existing Agreement, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the revolving credit facility described in the Existing Agreement shall be amended, supplemented, modified and restated in its entirety by the revolving credit facility described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Agreement shall be deemed to be loans and obligations outstanding under the revolving credit facility described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds or other reallocations as are necessary in order that the outstanding balance of the Loans hereunder reflect the respective Commitments of the Lenders hereunder. The parties hereto hereby (a) agree that, as of the Closing Date, the Commitments and Applicable Percentages of each of the Lenders shall be as set forth on Schedule 2.01 , (b) consent to the transfer of funds or other reallocations as are necessary in order that the outstanding balance of the Loans hereunder reflect the respective Commitments of the Lenders hereunder and (c) waive any requirement for any other document or instrument, including any Assignment and Acceptance (as defined in the Existing Agreement) under the Existing Agreement or any Assignment and Assumption hereunder, necessary to give effect to the allocations set forth on Schedules 2.01 or such transfer of funds or other reallocation.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto; it being understood and agreed that all parties hereto need not sign the same counterpart. The delivery by facsimile or by electronic delivery in PDF format of this Agreement with all executed signature pages (in counterparts or otherwise) shall be sufficient to bind the parties hereto to the terms and conditions set forth herein. All of the counterparts will together constitute one and the same instrument and each counterpart will constitute an original of this Agreement.

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: suggesting she was inclined toward dangerous behavior when she was upset. He also knew that she had been driving while intoxicated. The severity of the crime justified keeping McColman in handcuffs after she was arrested, especially given Doan’s knowledge that McColman could present a threat to the safety of others. See Graham, 490 U.S. at 396, 109 S.Ct. 1865. Thus, Doan’s decision not to remove McColman’s handcuffs was objectively reasonable. McColman told Doan she could not scoot into the back seat of the police ear without the use of her hands. Thus, Doan, having made a reasonable decision not to remove MeColman’s handcuffs, had to apply some force to get her into the back seat so that he could close the door and transport her to jail. See Graham, 490 U.S. at 396, 109 S.Ct. 1865 (<HOLDING>). Grabbing her by her upper arms and pulling Options: A. recognizing that an arrest requires either physical force or where physical force is absent submission to the assertion of authority B. holding that a government officer has the right to use some degree of physical coercion to effect an arrest C. holding the use of deadly force is constitutionally permissible only if the officer has probable cause to believe that the suspect poses a threat of serious physical harm either to the officer or to others D. holding that an arrest may involve either 1 taking the alleged violator into exlended physical custody or 2 issuing the individual a citation and noting that when we use the word arrest in this opinion we refer to physical arrest E. holding to the same effect

assistant: The best answer is B. holding that a government officer has the right to use some degree of physical coercion to effect an arrest