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: Notices and all other communications contemplated by this Agreement will be in writing and will be deemed to have been duly given when sent electronically or personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a private courier service such as UPS, DHL or Federal Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail address of the Chairman of the Board of Directors and the General Counsel and mailed notices will be addressed to its corporate headquarters, and all notices will be directed to the attention of its Board of Directors and General Counsel.

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: On or before January 22, 2016, for LSOP 3 REIT MN, LLC and its corresponding Mezz Owner and REIT Property Owner, the annual financial statements and federal and state tax returns for the calendar year 2013 and, the quarterly financial statements for the calendar quarter ending December 31, 2013. On or before January 22, 2016, for LSOP 3 REIT MN 2, LLC and LSOP 3 REIT MN 3, LLC and their corresponding Mezz Owners and REIT Property Owners, the annual financial statements and federal and state tax returns for the calendar year 2014 and the quarterly financial statements for the calendar quarters ended March 31, June 30, September 30 and December 31 of calendar year 2014 and the calendar quarters ended March 31, June 30 and September 30 of calendar year 2015. All of these financial statements will be prepared in accordance with U.S. Generally Accepted Accounting Principles and in a manner generally consistent with the books and records of the entities and owners.

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: not err in finding that A.H.’s arrest was supported by probable cause. See Wilson, 212 F.3d at 786 (finding that victim and eyewitness statements to the effect that a robbery had occurred and that the defendants had committed the robbery supported a finding of probable cause for the defendant’s arrest). B. Due Process and Pre-Hearing Discovery A.H. argues that his due process rights were violated during the transfer hearing because the GVI did not provide him before the trial, his due process rights will be preserved. United States v. Starusko, 729 F. 2d 256, 262 (3d Cir. 1984) (“No denial of due process occurs if Brady material is disclosed in time for its effective use at trial.”) (quoting United States v. Higgs, 713 F.2d 39, 44 (3d Cir. 1983)); see also N.G., 119 F. Supp. 2d at 529 (<HOLDING>). Accordingly, A.H.’s due process rights were Options: A. holding that a lie by defendant to government regarding his past criminal history was exculpatory material under brady B. holding evidence not to be material within the meaning of brady when the evidence did not eliminate the defendant as the perpetrator C. holding that the alleged brady material was merely cumulative to the significant impeachment that already occurred during trial so there was no prejudice for a brady violation D. holding that an appellants due process rights were not violated when he did not receive brady material before his transfer hearing because he will be able to make effective use of any brady material at trial E. holding that an fbi agents rough notes of an interview of the defendant were not brady material because there was no independent showing that they contained evidence that was material to the defendants guilt or innocence

assistant: The best answer is D. holding that an appellants due process rights were not violated when he did not receive brady material before his transfer hearing because he will be able to make effective use of any brady material at trial
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 obligations of Borrowers under Sections 2.2(f), 3.6, 3.7, 3.8, 4.19(h), and 16.5 and the obligations of Lenders under Section 14.7, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations.

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 case excerpt and choose the best holding from the options. Case excerpt: DynaVision would refuse to close unless the Active Members signed a new agreement with DynaVision and, as required by that new agreement, represented in writing that they were acquiring DynaVision’s interest “solely for [their] own account ... without the financial participation of [a third party].” Although Joiner pointed to nothing in the Operating Agreement that would require the Active Members to make these representations, he or his clients apparently thought Krevolin would agree that the Agreement, read as a whole, required that the representations be made. If Krevolin had agreed, he would have advised his clients that they could not honestly make such misrepresentations without inviting DynaVision to claim fraud. See McFarland v. Kim, 156 Ga.App. 781, 275 S.E.2d 364, 366 (1980) (<HOLDING>). The misrepresentations would also have given Options: A. holding that if the alleged misrepresentations are material a plaintiff is entitled to recovery whether or not the misrepresentations caused the alleged damage B. holding that promises of future conduct are not actionable as negligent misrepresentations C. holding direct misrepresentations were not required for mail fraud conviction D. holding that accurate statements about past performance are not actionable under the securities laws E. holding that misrepresentations about present state of mind are actionable as fraud

assistant: The best answer is E. holding that misrepresentations about present state of mind are actionable as fraud
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: you must not ( or assist others to ) access , use , copy , adapt , modify , prepare derivative works based upon , distribute , license , sublicense , transfer , display , perform , or otherwise exploit our services ( or systems ) in impermissible or unauthorized manners , or in ways that burden , impair , or harm us , our services , systems , our users , or others , including that you must not directly or through automated means : ( a ) reverse engineer , decompile , or extract code from our services ; ( b ) send , store , or transmit viruses or other harmful computer code through or onto our services ( or systems ) ; ( c ) interfere with or disrupt the integrity or performance of our services ( or systems ) ; ( d ) create accounts for our services through unauthorized or automated means ; ( e ) collect the information of or about our users in any impermissible or unauthorized manner ; or ( f ) intimidate , harass , interfere with , negatively affect or inhibit another user 's use and enjoyment of the services .

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: preemption under § 514, which is merely “a federal defense that cannot provide the basis for removal jurisdiction,” Felix, 387 F.3d at 1158; and complete preemption under § 502(a), which can support removal. Id. at 1156. The complete preemption doctrine asserted by Wellmark is an exception to the well-pleaded complaint rule. See Felix, 387 F.3d at 1154. A completely preempted claim “becomes a federal claim and can be the basis for removal jurisdiction.” Coldesina v. Estate of Simper, 407 F.3d 1126, 1137 (10th Cir.2005). “[A] state law claim is only ‘completely preempted’ under Taylor if it can be recharacterized as a claim under [federal law].” See Felix v. Lucent Tech., Inc., 387 F.3d 1146, 1156 (10th Cir.2004); accord Schmeling [v. NOR-DAM ], 97 F.3d [1336] at 1342 [(10th Cir.1996) ] (<HOLDING>). Turgeau v. Administrative Review Bd., 446 Options: A. recognizing cause of action B. holding that where congress does not establish a statute of limitations applicable to a federal cause of action a void which is commonplace in federal statutory law this court has repeatedly borrowed the state law of limitations governing an analogous cause of action C. holding that tension in supreme court cases can be resolved by reading complete preemption as a term of art a description of the specific situation in which a federal law not only preempts a state law to some degree but also substitutes a federal cause of action for the state cause of action thereby manifesting congresss intent to permit removal D. holding that removal is proper based on complete preemption only when congress intended the federal cause of action to be exclusive E. recognizing the cause of action

assistant: The best answer is C. holding that tension in supreme court cases can be resolved by reading complete preemption as a term of art a description of the specific situation in which a federal law not only preempts a state law to some degree but also substitutes a federal cause of action for the state cause of action thereby manifesting congresss intent to permit removal
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Borrowers hereby indemnify the Lender for the full amount of all Taxes attributable to payments by or on behalf of the Borrowers hereunder or under any of the other Loan Documents, any Taxes paid by the Lender, any present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any Taxes (including any incremental Taxes, interest or penalties that may become payable by the Lender as a result of any failure to pay such Taxes), whether or not such Taxes were correctly or legally asserted.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Amendment and the other Loan Documents may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment and/or any other Loan Document by a scanned PDF attached to an e-mail or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

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: Subject to the Subordination Provisions set forth below, the Issuer promises to pay interest on the outstanding principal balance of this Subordinated Note at a rate per annum equal to 2.4% until such outstanding balance is paid in full.].

assistant: Interests
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 from the Debtor to the Secured Party and the Secured Party to the Debtor required or permitted by any provision of this Security Agreement shall be in writing and shall be deemed to have been duly given at the time of receipt if delivered by hand or by electronic transmission (with receipt and oral confirmation of successful and full transmission) or three (3) days after being mailed, registered or certified mail, return receipt requested, with postage prepaid to the applicable parties at the physical or email address stated below or on the signature page hereto, or if any Party shall have designated a different address or facsimile number by notice to the other party given as provided above, then to the last physical or email address or facsimile number so designated.

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: and the form and content of that writing. Morgan makes clear that a debtor must satisfy these state procedural requirements in order to perfect a homestead exemption in bankruptcy. In other words, Morgan establishes that when a state opts out of the federal exemption scheme, the debtor’s right to an' exemption is subject to state rules of procedure. See Morgan, 689 F.2d at 472; see also Dominion Bank, 780 F.2d at 417 (Hoffman, D.J., concurring specially) (“[.Morgan] rested on Virginia’s having opted out because, by so doing, bankruptcy exemptions depend on Virginia law both for substance and for procedure.”); In re Pinner, 146 B.R. at 660 (noting that exemptions of bankruptcy debtors in North Carolina depend on state law for both substance and procedure); In re Swift, 96 F.Supp. at 46 (<HOLDING>). But cf. Matter of Crowell, 138 F.3d 1031, Options: A. holding act qualifies as exemption statute under exemption 3 B. holding that the general rule is that temporary absence from the premises will not itself cause an abandonment of the homestead but to retain the homestead exemption one leaving the homestead must in good faith intend to return albeit the intent to return need not be at any particular time in the future C. holding that the general homestead exemption may not be invoked to defeat claims against the holder for taxes and assessments against the homestead property D. holding that virginia statute limiting time to set apart homestead exemption permissibly regulated procedure in bankruptcy E. holding that a debtors technically incorrect exemption in a wrongful death claim based on west virginias homestead exemption stands as claimed because the trustee did not object to the exemption in time

assistant: The best answer is D. holding that virginia statute limiting time to set apart homestead exemption permissibly regulated procedure in bankruptcy
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: Buyer has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Buyer at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents constitute valid and binding agreements of Buyer, enforceable in accordance with their terms.

assistant: Enforceability
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: Capitalized terms used but not otherwise defined herein shall have the meanings given them in the License Agreement. For purposes of clarification, references to “HMRI” in the License Agreement refer to Aventisub LLC, as the successor-in-interest to HMRI.

assistant: Definitions
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 Obligor has taken all action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Amendment and any other Amendment Documents to which it is party; and no consent or approval of any Person, or registration or filing with any Governmental Entity, is required in connection herewith, except such as has been obtained or made and is in full force and effect.

assistant: Authorizations
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 ICN’s directors [lacked independence] because of their ties to and dependence on Panic's good will.” PI. Ans. Br. at n. 6. From this, I conclude that plaintiff has chosen not to rely on any allegation of lack of directorial independence in resisting this motion. 30 . Instead, plaintiff states that the "substantial likelihood that each of the defendants is liable to ICN” provides a disqualifying interest for demand purposes. This theory of interest is properly considered in the context of the second prong, discussed infra. 31 . Rales, 634 A.2d at 936. 32 . Aronson, 473 A.2d at 816. 33 . See Steiner v. Meyerson, Del.Ch., C.A. No. 13139, mem. op. at 24-25, 1995 WL 441999, Allen, C. (July 18, 1995). 34 . See In re the Walt Disney Co. Deriv. Litig., Del. Ch., 731 A.2d 342, 360 (1998) (<HOLDING>), appeal docketed, Del.Supr., No. 469, 1998 Options: A. holding that it was not an abuse of discretion for the court to deny an award of attorneys fees to the wife B. holding that an inmates complaint was not sufficient to state a claim against the director or warden of the prison absent an allegation that they were directly involved in the alleged misconduct or recklessly indifferent to the constitutional violations of which they had some knowledge C. holding that award of 50000 was reasonable D. holding that a 50000 malicious prosecution compensatory damages award deviated materially from what would be reasonable compensation and ordering a new trial on the issue of damages unless plaintiff stipulated to a reduction in the award to 25000 E. holding that consulting fees of 50000 paid to an outside director without an allegation that 50000 was material to that director did not render that director beholden to the companys ceo

assistant: The best answer is E. holding that consulting fees of 50000 paid to an outside director without an allegation that 50000 was material to that director did not render that director beholden to the companys ceo
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: 89 B.R. 529, 530 (Bankr.E.D.Pa.1988); and In re Pashi, 88 B.R. 456, 457 (Bankr.N.D.Ga.1988). 17 . In re Cantin, 114 B.R. 339, 341 (Bankr.D.Mass.1990); and In re Dempster, 59 B.R. 453, 455 (Bankr.M.D.Ga.1984). 18 . Id. See also Mesnick, 950 F.2d at 822. 19 . Mack v. Great Atl. & Pac. Tea Co., 871 F.2d 179, 181 (1st Cir.1989). 20 . Id. See also Anderson, 477 U.S. at 249-50, 106 S.Ct. 2505. 21 . Id. See also In re CVEO Corp., 327 B.R. at 213. 22 . See, e.g., Big Apple BMW, Inc. v. BMW of N. Am., Inc., 974 F.2d 1358, 1363 (3d Cir.1992). 23 . PTC v. Robert Wholey & Co. (In re Fleming Cos.), 2006 Bankr.LEXIS 896 at *3 (Bankr.D.Del.2006) (citing Matsushita Elec. Indus. Co., 106 S.Ct. at 1356). 24 . Celotex Corp., 477 U.S. at 317, 106 S.Ct. 2548. 25 nd Corp.), 161 B.R. 557 (Bankr.D.Mass.1993) (<HOLDING>). 48 . See, e.g., Radnor Holdings Corp. v. PPT Options: A. holding that the average number of days to payment nearly doubled between the historical period and the preference period which based on the facts of that particular case made the payments outside the ordinary course of dealings between the plaintiff and defendant B. holding that 120 days notice was satisfied by 30 days work plus 90 days pay C. holding that a five day discrepancy between average days outstanding during the prepreference period versus during the preference period did not make the payments out of the ordinary course of business D. holding that payments made 25 days after the average were within the ordinary course of dealings but payments made 50 days after the average were not E. holding that a difference between 384 days prepreference average number of days to payment and 547 days preference average number of days to payment did not make the payments out of the ordinary course of business

assistant: The best answer is E. holding that a difference between 384 days prepreference average number of days to payment and 547 days preference average number of days to payment did not make the payments out of the ordinary course of business
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: City as early as June 29, 2000. Nevertheless, Cedar Professional asserts that the one-year notice period in the Act, see Utah Code Ann. § 63-30-13, did not commence until it discovered facts to support a direct negligence claim against Cedar City. We disagree. ¶ 14 Cedar Professional was not entitled to wait until it knew all of the facts supporting its negligence claim against Cedar City. It is enough that Cedar Professional was “aware that the governmental entity’s action or inaction ha[d] resulted in some kind of harm to its interests.” Bank One Utah, N.A v. West Jordan City, 2002 UT App 271,¶ 12, 54 P.3d 135. Further, this is not a case where the claimant was unaware that the governmental entity had harmed its interest. See Vincent v. Salt Lake County, 583 P.2d 105, 107 (Utah 1978) (<HOLDING>). Whether Cedar City had hoped to conceal its Options: A. holding that the oneyear limit under the act was tolled until the plaintiff learned despite the defendants contrary representations that the defendants storm drain was the cause of damage B. holding where reasonable difference of opinion as to whether the defendants act was the or a proximate cause of the injury the matter is for the jury to decide C. holding where the plaintiff presented evidence which demonstrates that the terms alleged by the defendants to be indefinite were in fact sufficiently well delineated to all parties the entry of judgment notwithstanding the verdict in favor of the defendants was inappropriate despite the fact that the defendants contested the plaintiffs evidence concerning the manner in which the relevant contractual language should be construed D. holding that the statute of limitations did not commence despite the filing of a prior complaint against another physician until the defendants deposition made the plaintiff aware of the defendants involvement in the decedents death where the plaintiff failed to discover the defendants involvement because of the defendants misstatement concealment or fraud E. holding that the date on which the plaintiff learned of the defendants denial of tenure not the date on which the plaintiff became unemployed was when the statute of limitations began to run

assistant: The best answer is A. holding that the oneyear limit under the act was tolled until the plaintiff learned despite the defendants contrary representations that the defendants storm drain was the cause of damage
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 represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement . Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf and on behalf of all who might claim through Executive to bind them to the terms and conditions of this Agreement . Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

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: For purposes of this section 6, the term “Company” includes the Company’s subsidiary and affiliated entities. All such subsidiary and affiliated entities shall be deemed third party beneficiaries of this Agreement, and shall be entitled to enforce the provisions of this section 6.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Guarantor agrees to the provisions of the Loan Documents and hereby waives notice (except for notices expressly required under this Guaranty or any other Loan Documents), of and any rights of consent to (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of the Note, the Security Instrument, the Loan Agreement or of any other Loan Documents, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (v) the occurrence of any breach by Borrower of any of the terms or conditions of the Loan Agreement or any of the other Loan Documents or an Event of Default, (vi) Lender’s transfer, sale, assignment, pledge, participation or disposition of the Guaranteed Obligations, or any part thereof, (vii) the sale or foreclosure (or the posting or advertising for the sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: microsoft does not support non-microsoft credentials ( such as facebook and openid ) , so healthvault customer support will not be able to help with sign-in issues for those .

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: a member shall , upon airbnb 's reasonable request and at no cost to the member , participate in mediation or a similar resolution process with another member , which process will be conducted by airbnb or a third party selected by airbnb or its insurer , with respect to losses for which a member is requesting payment from airbnb ( including but not limited to payments under the airbnb host guarantee ) .

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: Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of the Company or the Related Company, as applicable, at its principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan (other than a notice of election) may be waived by the person entitled to notice.

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: of fact. However, aside from there being no questions of fact concerning this issue, the 5th Circuit has established that when a trial court’s power to hear a case is questioned with regard to subject matter jurisdiction, it is proper for the trial court to weigh the evidence to determine its power to hear the case. MDPhysicians, 957 F.2d at 180. III. Conclusion ERISA does not govern this case. A self-employed physician, licensed to practice in Texas, is not an employee of the TMA or any of the insurance agencies. The TMA is not Dr. Path’s employer, but rather a “professional association which was established by and for the benefit .of physicians who are licensed to practice” in the state of Texas. See McCaslin v. Blue Cross and Blue Shield, 779 F.Supp. 1312, 1316-1317 (N.D.Ala.1991) (<HOLDING>). ERISA only regulates those plans established Options: A. holding that expert report that sufficiently addressed certain claims against doctor employed by professional association was sufficient as to claims against professional association based on doctors negligence because the doctors negligence is imputed to the association under the professional association act B. holding that erisa does not preempt the plaintiffs claim that the erisa plan administrator is liable for medical malpractice where the plaintiff premised the claim solely on state law and did not invoke the erisa plan C. holding erisa did not apply when doctor was not employee of the medical association of the state of alabama D. holding that the tolling provision of 91141 did not apply when the plaintiff knew that medical negligence may have contributed to her husbands death but asserted that she did not know the identity of the doctor who treated him E. holding that a question of fact existed regarding whether the hospital held the doctor out as its agent if the hospital provided the doctor without explicitly informing the patient that the doctor was not its employee

assistant: The best answer is C. holding erisa did not apply when doctor was not employee of the medical association of the state of alabama
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Lenders severally agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then owed to them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Revolving Credit Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out‑of‑pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by telling the accused he or she is only a witness, when, in fact, the person is a suspect. Mathiason, 429 U.S. at 495-96, 97 S.Ct. 711; see also Beckwith v. United States, 425 U.S. 341, 347, 96 S.Ct. 1612, 48 L.Ed.2d 1 (1976); Cummings, 27 Md.App, at 379-80, 341 A.2d 294. Police may also exaggerate the evidence they have accumulated against the person being interviewed. See Mathiason, 429 U.S. at 495-96, 97 S.Ct. 711. A third factor, perhaps most important for this case, is that there is rarely custody when the person questioned leaves the interrogation unencumbered, only to be arrested at a later time. See Bartram v. State, 33 Md.App. 115, 148-49, 364 A.2d 1119 (1976); Cummings, 27 Md.App. at 378-79, 341 A.2d 294; see also United States v. Scully, 415 F.2d 680, 683-84 (2d Cir.1969) (<HOLDING>); United States v. Manglona, 414 F.2d 642, 644 Options: A. holding that accused was not in custody when asked to give his side of the story and then left the station unencumbered B. holding that accused was not in custody when asked to go to the police station and left the station freely C. holding the defendant was not under arrest when police asked him to go to the station and then offered him a ride because he did not have transportation D. holding that police failure to inform the accused of his attorneys attempts to contact him and misstatements to the attorney as to whether the accused was at the police station did not violate the accuseds due process rights E. holding that having the defendant follow an officer to a police station three to four miles away after the officer had asked for and retained the defendants drivers license reg istration and title was not permissible as part of a terry stop and stating that we understand the hayes decision as eliminating the option of forcing the suspect to go to the police station from the alternatives available to the officer during an investigative detention

assistant: The best answer is B. holding that accused was not in custody when asked to go to the police station and left the station freely
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Party will indemnify and hold harmless each Indemnified Person from and against any and all claims, liabilities, investigations, losses, damages, actions, demands, penalties, judgments, suits, litigation, other proceedings and expenses (including fees and expenses of experts, agents, consultants and counsel but limited, in the case of legal fees and expenses, to the fees and expenses of one counsel for all Indemnified Persons absent a conflict of interest and, in the event of a conflict of interest, one additional counsel for the Indemnified Persons subject to such conflict), in each case, of any kind or nature (whether or not the Indemnified Person or any Credit Party is a party to any such action, suit or investigation) whatsoever which may be imposed on, incurred by, or asserted against an Indemnified Person by any third party or by the Borrower or any other Credit Party, arising out of or in connection with this Agreement or the other Loan Documents, the Commitments, the use of the proceeds of the Loans or Letters of Credit or any related transaction (collectively, “ Losses ”) provided that the Credit Parties shall not be liable to an Indemnified Person pursuant to this Section 6.14 for any Loss to the extent that a court of competent jurisdiction shall have determined by a final and non-appealable judgment that such Loss resulted from the gross negligence of, willful misconduct of or material breach of this Agreement or any other Loan Document by such Indemnified Person. NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; PROVIDED, FOR THE AVOIDANCE OF DOUBT, THAT THE BORROWER WILL INDEMNIFY FOR PUNITIVE DAMAGES OWED BY AN INDEMNIFIED PERSON TO A THIRD PARTY TO THE EXTENT OTHERWISE PERMITTED BY THIS SECTION 6.14. This Section 6.14 shall survive termination of this Agreement.

assistant: Indemnity
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 Subordinated Borrower will pay or reimburse the Senior Lenders, upon demand, for all their costs and expenses in connection with the enforcement or preservation of any rights under this Agreement, including, without limitation, fees and disbursements of counsel to the Senior Lenders.

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 legal provision and list the applicable contract clause categories. Provision: The Plan became effective upon the effective date of the Registration Statement on Form S-1 for the initial public offering of the Company’s Common Stock. It shall continue in effect for a term of ten (10) years from the Restatement Effective Date unless sooner terminated under Section 20.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each Credit Extension shall bear interest on the outstanding principal amount thereof from the date when made until paid in full at a rate per annum equal to the Applicable Interest Rate. Each Lender may, upon the failure of Borrower to pay any fees or interest as required herein, capitalize such interest and fees and begin to accrue interest thereon until paid in full, which such interest shall be at a rate per annum equal to the Applicable Interest Rate unless and until the Default Rate shall otherwise apply. All other Obligations shall bear interest on the outstanding amount thereof from the date they first become payable by Borrower under the Financing Documents until paid in full at a rate per annum equal to the Applicable Interest Rate unless and until the Default Rate shall otherwise apply. Interest on the Credit Extensions and all fees payable under the Financing Documents shall be computed on the basis of a 360-day year and the actual number of days elapsed in the period during which such interest accrues. In computing interest on any Credit Extension or other advance, the date of the making of such Credit Extension or advance shall be included and the date of payment shall be excluded; provided , however , that if any Credit Extension or advance is repaid on the same day on which it is made, such day shall be included in computing interest on such Credit Extension or advance. As of each Applicable Interest Rate Determination Date, Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Credit Extensions in accordance with this Section 2.6(a) and the terms and conditions of the applicable Credit Facility Schedule.

assistant: Interests
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 provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the Agent, the Term Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b) , (ii) by way of participation in accordance with the provisions of subsection Section 10.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Credit Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

assistant: Successors
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: under no circumstances will the instagram parties be liable to you for any loss or damages of any kind ( including , without limitation , for any direct , indirect , economic , exemplary , special , punitive , incidental or consequential losses or damages ) that are directly or indirectly related to : ( a ) the service ; ( b ) the instagram content ; ( c ) user content ; ( d ) your use of , inability to use , or the performance of the service ; ( e ) any action taken in connection with an investigation by the instagram parties or law enforcement authorities regarding your or any other party 's use of the service ; ( f ) any action taken in connection with copyright or other intellectual property owners ; ( g ) any errors or omissions in the service 's operation ; or ( h ) any damage to any user 's computer , mobile device , or other equipment or technology including , without limitation , damage from any security breach or from any virus , bugs , tampering , fraud , error , omission , interruption , defect , delay in operation or transmission , computer line or network failure or any other technical or other malfunction , including , without limitation , damages for lost profits , loss of goodwill , loss of data , work stoppage , accuracy of results , or computer failure or malfunction , even if foreseeable or even if the instagram parties have been advised of or should have known of the possibility of such damages , whether in an action of contract , negligence , strict liability or tort ( including , without limitation , whether caused in whole or in part by negligence , acts of god , telecommunications failure , or theft or destruction of the service ) .

assistant: Limitation of liability
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 Committee interpretation of this Agreement, the Plan and all other decisions and determinations by the Committee shall be final and binding upon the parties hereto. The Committee may amend any provision of this Agreement at any time; provided that, except with the consent of the Participant, no amendment of this Agreement will impair the rights of the Participant to the Shares. The Committee shall have the full and exclusive right to make reductions in Awards under the Agreement. In determining whether to reduce any Award and the amount of any such reduction, the Committee shall take into consideration such factors as the Committee shall determine reasonable under the circumstances, in its sole and absolute discretion. The discretion of the Committee does not include the authority to change, in any way, the payment date, the issuance date or the timing of a benefit hereunder, whether acceleration or deferral. The Committee does not have the authority to increase any Award and, if an Award is reduced by the Committee for any reason, the reduction shall be permanently reduced. Notwithstanding any provision of this Agreement to the contrary, the intent of the parties is that benefits under this Agreement comply with Internal Revenue Code Section 409A (“Section 409A”), as may be amended from time to time, to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. To the extent any amount accrued or payable under this Agreement is or becomes subject to Section 409A, this Agreement shall be interpreted and construed in a manner consistent with Section 409A.

assistant: Interpretations